_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 32 to
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
____________
KANSAS CITY POWER & LIGHT COMPANY
(Name of Subject Company)
KANSAS CITY POWER & LIGHT COMPANY
(Name of Person Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
____________
485134100
(CUSIP Number of Class of Securities)
____________
Jeanie Sell Latz, Esq.
Senior Vice President-Corporate Services
Kansas City Power & Light Company
1201 Walnut
Kansas City, Missouri 64106-2124
(816) 556-2200
(Name, address and telephone number of person authorized
to receive notice and communications on behalf
of the person filing statement)
____________
Copy to:
Nancy A. Lieberman, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
_____________________________________________________________
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This statement amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Kansas
City Power & Light Company, a Missouri corporation ("KCPL"),
filed with the Securities and Exchange Commission (the
"Commission") on July 9, 1996, as amended, (the "Schedule 14D-
9"), with respect to the exchange offer made by Western
Resources, Inc., a Kansas corporation ("Western Resources"), to
exchange Western Resources common stock, par value $5.00 per
share, for all of the outstanding shares of KCPL common stock, no
par value ("KCPL Common Stock"), on the terms and conditions set
forth in the prospectus of Western Resources dated July 3, 1996
and the related Letter of Transmittal.
Capitalized terms used and not defined herein shall have the
meanings assigned to such terms in the Schedule 14D-9.
Item 9. Material to be Filed as Exhibits.
The following Exhibit is filed herewith:
Exhibit 105 Other solicitation material distributed August 21, 1996.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of her knowledge
and belief, the undersigned certifies that the information set
forth in this Statement is true, complete and correct.
KANSAS CITY POWER & LIGHT COMPANY
By: /s/Jeanie Sell Latz
Jeanie Sell Latz
Senior Vice President-Corporate Services
Dated: August 21, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
___________ _______________________________________________________ ____
Exhibit 105 Other solicitation material distributed August 21, 1996
<PAGE>
Exhibit 105
[Text of memorandum distributed on August 21, 1996 to certain KCPL employees]
Merger Update
In his letter to employees last Friday, Drue Jennings
cautioned employees that we'd be hearing speculation from
Western Resources about the outcome of the proxy vote. As we
expected, Western representatives arrived at our
shareholders' meeting armed with copies of a news release
speculating about the vote even before the polls were
closed.
With the newspaper and other media coverage that
occurred over the weekend, we want to clarify for employees
that the outcome of the vote will not be known until the
counting of the votes is complete. Since neither KCPL nor
Western knows what proxies the other has, there is no way to
predict with certainty the outcome of the vote. The figures
Western used in its news release and public comments are
based on speculation and assumptions.
Using its speculative results, Western continues to
proceed with its hostile tender offer. Some shareholders may
be duped into believing they should tender their shares when
in fact there is no reason to do so. Western has not
suddenly become an attractive merger partner for KCPL. When
questioned by reporters on that issue, Drue stated clearly
that we believe Western and KCPL do not have a good
strategic fit, and a combination with Western would not
assist KCPL in meeting its long-term strategic goals.
Counting the votes
With nearly 62 million KCPL shares outstanding,
Corporation Trust Company, the independent inspector of
election, has its work cut out for it. First, it must
determine that all proxies received were from shareholders
eligible to vote. Then it must go through all proxies to
eliminate duplicates and be sure that only the last proxy
received is counted. It must verify that each proxy is
properly signed and dated. Finally, the votes must be
reconciled. For example, if a shareholder sent a proxy to
Western voting against the UCU merger but later decided to
send one to KCPL in favor of it, then the independent
inspector of election must be sure that each side is
counting only the duly executed proxy signed closest to the
close of the polls.
Considering the large number of proxy ballots mailed to
shareholders, it's easy to see why this process will take
some time.
The independent inspector of election will spend the
next few weeks tabulating the vote. We expect to have the
preliminary tabulation sometime in September. After both
sides receive the preliminary results, each will have the
opportunity to examine and challenge the proxy tabulation.
Following that, the vote will be certified and made public.
Until then, no one will know with certainty what the outcome
of the vote is.
Please assist us in dispelling any rumors that the vote
count is in. It isn't. And as soon as it is, we'll release
it to employees. As Turner White pointed out to reporters,
Dewey predicted victory over Truman, too. And a lot of
newspaper headlines had to be reprinted when the final vote
was counted.
If employees have additional questions, urge them to
call the Employee Merger Hotline at 1-800-718-8788. We'll
get back to them as quickly as possible with answers.
Additionally, if you hear rumors or have information you
want to share, please call the Hotline. That number is
answered by Pam Levetzow and Phyllis Desbien in
Communication Programs.
