_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 47 to
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
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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 127 Excerpt from KCPL employee newsletter
distributed on or about October 30, 1996.
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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: October 30, 1996
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EXHIBIT INDEX
Exhibit No. Description Page
___________ _________________________________________________ ____
Exhibit 127 Excerpt from KCPL employee newsletter distributed
on or about October 30, 1996.
<PAGE>
Exhibit 127
WESTERN EXTENDS TENDER OFFER; REACHES RATE REDUCTION
AGREEMENT
KCPL announced Oct. 27 that the results of Western
Resources' hostile exchange offer indicate that the holders
of a clear majority of KCPL shares do not support a
Western/KCPL combination.
KCPL's Chairman of the Board and President Drue
Jennings said, "Western's offer has been open since July,
and in all that time, as Western reported, only a little
more than 40 percent of KCPL's shares outstanding were
tendered to Western.
"We are deeply gratified by the significant support
received from such diverse groups as shareholders,
legislators, employees and community groups," Jennings said.
"Our board has rejected Western's hostile exchange
offer, and continues to recommend that shareholders not
tender their shares to Western. We will continue to review
our alternatives and pursue options which the Board believes
are in the best interests of KCPL, its shareholders and the
other constituencies it serves."
Western Resources has extended its tender offer of $31
worth of Western stock per KCPL share until Nov. 15.
WESTERN RESOURCES REACHES RATE REDUCTION AGREEMENT
Western Resources announced Oct. 23 that it has reached
a multi-year settlement agreement with the Kansas
Corporation Commission (KCC) staff, the Citizens' Utility
Ratepayers Board, and the City of Wichita regarding electric
rate decreases for KPL and KGE customers.
Western had previously reached a rate settlement
agreement for $65 million in rate reductions, but this
amount was rejected by the KCC as unreasonably low after it
was discovered that certain mathematical errors had been
made in materials upon which the rate settlement was based.
The revised rate settlement agreement provides for $75
million in rate reductions, plus $10 million in one-time
rebates.
