_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 22 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
_____________________________________________________________
<PAGE>
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 Exhibits are filed herewith:
Exhibit 87 Excerpts from scripts for KCPL employee
information hotline bulletin issued on
August 6, 1996.
Exhibit 88 Excerpts from employee "Merger Report"
newsletter distributed August 6, 1996.
Exhibit 89 Press release issued by KCPL on August 6, 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 6, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
__________ _________________________________________ ____
Exhibit 87 Excerpts from scripts for KCPL employee
information hotline bulletin issued on
August 6, 1996.
Exhibit 88 Excerpts from employee "Merger Report"
newsletter distributed August 6, 1996.
Exhibit 89 Press release issued by KCPL on August 6,
1996.
<PAGE>
Exhibit 87
[Excerpts from scripts for KCPL employee information hotline bulletin
issued August 6, 1996]
[Bulletin issued Tuesday morning, August 6, 1996]
Kansas City Power & Light Company announced yesterday that
it is postponing its Special Meeting of Shareholders which was
scheduled to be held on August 7, 1996. The Special Meeting is
being postponed after consideration of the views of the staff of
the U.S. Securities and Exchange Commission that it is necessary
to provide KCPL shareholders with additional time to consider
information concerning the August 2, 1996 order of the United
States District Court for the Western District of Missouri
regarding the required vote in KCPL's proposed merger with
UtiliCorp United Inc.
The Company also announced that the District Court indicated
on Monday that it would consider entering an order that would
permit immediate appeal of its August 2, 1996 ruling to the
Eighth Circuit Court of Appeals after the Special Meeting of
Shareholders is held.
Shareholders will be notified in the next few days as to the
new time, date and place for the postponed Special Meeting.
--------
[Bulletin issued Tuesday afternoon, August 6, 1996]
Kansas City Power & Light announced today that it has
rescheduled its Special Meeting of Shareholders to vote on the
strategic merger with UtiliCorp United Inc. for Friday, August
16, 1996.
Chairman of the Board, President and Chief Executive Officer
Drue Jennings said, "Nothing has changed regarding the
fundamental benefits of the KCPL/UtiliCorp merger and we look
forward to giving KCPL shareholders the opportunity to vote on
the merger. A KCPL/UtiliCorp combination will match KCPL's
experience and strength in regulated businesses with UtiliCorp's
strength in unregulated businesses. This uniquely positions the
combined company to meet the challenges of the changing energy
market. The resolve of the Board remains firm: Western's
ability to pay dividends at its promised rate is not credible to
KCPL -- as Western would be required to use in 1998 more than 90%
of its earnings on a going forward basis to cover dividend
payments.
"It remains KCPL's position that the merger as restructured
on May 20, 1996 does not require a two-thirds vote but rather
requires the approval of a majority of those shares voting at a
meeting. Quite frankly, we are both surprised and disappointed
with the District Court's ruling, which, if it remains in effect,
would permit a relatively small minority (including shares not
even voted) to thwart the wishes of the holders of a substantial
majority of KCPL shares."
The Special Meeting will take place at the Westin Crown
Center Hotel in Kansas City at 10:00 a.m.
<PAGE>
Exhibit 88
[Excerpt from employee "Merger Report" newsletter distributed August 6, 1996]
KCPL RESCHEDULES SHAREHOLDERS' MEETING FOR AUG. 16
Kansas City Power & Light has rescheduled its
Special Meeting of Shareholders for Aug. 16.
The meeting, originally set for Aug. 7,
was postponed after consideration of the views of
the Securities and Exchange Commission staff that the
delay is necessary to give KCPL shareholders additional time
to consider the Aug. 2 U.S. District Court decision by Federal
Judge Scott Wright. The Judge decided that the revised agreement
still requires that two-thirds of all outstanding KCPL shares be voted in
favor of the KCPL/UCU merger.
The voting requirements became an issue in late
spring after KCPL and UCU signed an amended merger
agreement. The agreement provides for a one-for-one stock
transaction and changes the structure of the merger, which
the companies believe should change the KCPL voting
requirement to a majority of shares voted.
KCPL brought the matter before the court to
secure a judgment that the KCPL/UCU merger could be
completed in accordance with Missouri law. While the
Judge's decision does not prohibit the merger, he ruled
that under Missouri law, the merger requires approval from
two-thirds of KCPL's outstanding shares.
"It remains KCPL's position that the merger as
restructured on May 20, 1996, does not require a two-thirds
vote but rather the approval of a majority of those shares
voting at a special meeting," says KCPL's Drue Jennings. "We
intend to seek to appeal the Judge's decision as soon as
possible."
UCU's Rick Green adds, "We believe our position -- that
only a simple majority of shares voting is required to
approve the merger -- is legally correct."
The rescheduled meeting for KCPL shareholders
will begin at 10 a.m. at the Westin Crown Center, Kansas
City, Mo.
As of today, UtiliCorp expects to proceed with
its Aug. 14 Special Meeting of Shareholders. Any changes to
that meeting will be communicated promptly to employee
locations.
#####
TWO STATES ADVANCE KCPL/UCU MERGER
UtiliCorp announced on Thursday, Aug. 1, that
action taken in West Virginia and Iowa advances its merger
with KCPL. The West Virginia Public Service Commission
unanimously approved the merger without condition. In Iowa,
the Office of Consumer Advocate, a division of the state's
Department of Justice, advised the Utilities Board of the
Department of Commerce that once UCU shareholders approve
the merger a formal hearing on the matter "is unnecessary."
UCU also has customers and operations in
Missouri, Kansas, Nebraska, Colorado, Minnesota and
Michigan, and is required to submit merger plans and other
significant corporate developments for consideration by
regulatory authorities in those states.
Missouri's Public Service Commission has
established a procedure for review of the merger and has
scheduled a public hearing for Oct. 7. A similar review
procedure will be set by the Kansas Corporation Commission
after shareholders of both companies approve the merger.
The last week in July, the Missouri Commission,
for the second time, issued an order denying Western
Resources permission to participate in the case as an
intervenor. Similarly, in its July 17 Response to Western's
Motion to Establish a Procedural Schedule, the KCC Staff
said, "Any merger between [Western Resources] and KCPL is
speculative and [Western's] request to establish a
procedural schedule is premature." The Staff's statement
further said, "[E]stablishing a schedule now puts testimony
filing dates into effect for Staff when there is no actual
merger upon which Staff can begin investigation," and that
the KCC should "refrain from establishing a procedural
schedule until such time as a shareholder approved merger
agreement is before the Commission."
"We're proceeding on schedule in all
jurisdictions, including presentations to the Federal Energy
Regulatory Commission and the Atomic Energy Commission,"
said Jon Empson, UCU's senior vice president of regulatory
and legislative services. He added that requirements in
Michigan were minimal, involving only clerical filing of
documents, and that the international jurisdictions only
need submission of detailed financial statements for review.
<PAGE>
Exhibit 89
FOR IMMEDIATE RELEASE
Media Contacts: Investor Contact:
Pam Levetzow David Meyers
816 / 556-2926 816 / 556-2312
Phyllis Desbien
816 / 556-2903 Joele Frank / Dan Katcher
Abernathy MacGregor Scanlon
212 / 371-5999
KCPL SETS NEW SHAREHOLDER MEETING DATE: AUGUST 16, 1996
_________________________________________
KANSAS CITY, MISSOURI (AUGUST 6, 1996) -- Kansas City Power &
Light (NYSE: KLT) announced today that it has rescheduled its
Special Meeting of Shareholders to vote on the strategic merger
with UtiliCorp United Inc. (NYSE: UCU) for Friday, August 16,
1996.
Chairman of the Board, President and Chief Executive Officer Drue
Jennings said, "Nothing has changed regarding the fundamental
benefits of the KCPL/UtiliCorp merger and we look forward to
giving KCPL shareholders the opportunity to vote on the merger.
A KCPL/UtiliCorp combination will match KCPL's experience and
strength in regulated businesses with UtiliCorp's strength in
unregulated businesses. This uniquely positions the combined
company to meet the challenges of the changing energy market.
The resolve of the Board remains firm: Western's ability to pay
dividends at its promised rate is not credible to KCPL -- as
Western would be required to use in 1998 more than 90% of its
earnings on a going forward basis to cover dividend payments.
"It remains KCPL's position that the merger as restructured on
May 20, 1996 does not require a two-thirds vote but rather
requires the approval of a majority of those shares voting at a
meeting. Quite frankly, we are both surprised and disappointed
with the District Court's ruling, which, if it remains in effect,
would permit a relatively small minority (including shares not
even voted) to thwart the wishes of the holders of a substantial
majority of KCPL shares."
The Special Meeting will take place at the Westin Crown Center
Hotel in Kansas City at 10:00 a.m.
Kansas City Power & Light Company provides electric power to a
growing and diversified service territory encompassing
metropolitan Kansas City and parts of eastern Kansas and western
Missouri. KCPL is a low-cost producer and leader in fuel
procurement and plant technology. KLT Inc., a wholly-owned
subsidiary of KCPL, pursues opportunities in non-regulated,
primarily energy-related ventures.
xxx
