_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 15 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 Exhibits are filed herewith:
Exhibit 66 Western Union mailgram distributed to
KCPL shareholders commencing July 26, 1996.
Exhibit 67 Letter to KCPL shareholders distributed
commencing July 27, 1996.
Exhibit 68 Other solicitation materials revising
materials filed on July 11, 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: July 29, 1996
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EXHIBIT INDEX
Exhibit No. Description Page
__________ ______________________________________________ ____
Exhibit 66 Western Union mailgram distributed to KCPL
shareholders commencing July 26, 1996
Exhibit 67 Letter to KCPL shareholders distributed
commencing July 27, 1996
Exhibit 68 Other solicitation materials revising
materials filed on July 11, 1996
<PAGE>
Exhibit 66
[Text of a mailgram sent to KCPL shareholders]
07/26/96 21:35:45
[Addressee]
IMPORTANT NOTICE TO SHAREHOLDERS FROM KANSAS CITY POWER & LIGHT CO.
Earlier today, it was announced that Western Resources had agreed with
the staff of the Kansas Corporation Commission (KCC) to the imposition
of rate reductions which exceed by $180 million those initially
proposed by Western. The proposed 5-year settlement contemplates an
initial rate reduction of $54.7 million per year, escalating to $64.7
million annually on January 1, 1998. This will result in revenue
reductions of more than $300 million for Western over the next five
years, underscoring our concerns regarding Western's ability to pay
dividends at its promised rate. In addition, the proposed rate
reductions are subject to approval by the KCC and can be adjusted
further.
We believe the imposition of these rate reductions should be a major
cause of concern for KCPL shareholders. Not surprisingly, in the
closing days of this proxy contest, Western is trying to portray this
loss of more than $300 million in revenue as a favorable development.
In addition, the announced agreement does nothing to address our
previously expressed concerns regarding Western's overstated merger
savings estimates and allowable savings retention rates.
The special meeting to approve the KCPL/UtiliCorp merger will be held
on August 7. We strongly urge you to vote "FOR" the KCPL/UtiliCorp
merger today by signing, dating and returning one of the WHITE proxy
cards previously forwarded to you.
A failure to approve the KCPL/UtiliCorp merger would deprive you of its
potential for growth in revenue, income and share value --along with an
18% increase in your annual dividend, without any assurance that
Western's hostile exchange offer would ever be consummated.
Sincerely, KCPL Investor Relations
1-(800) 245-5275
Drue Jennings D. F. King & Co., Inc.
Chairman of the Board and President 1-(800) 714-3312
July 26, 1996
<PAGE>
Exhibit 67
July 27, 1996
DEAR SHAREHOLDER:
We are writing to let you know about an important recent
development. Yesterday, it was announced that Western Resources
had agreed with the staff of the Kansas Corporation Commission
(KCC) to the imposition of rate reductions which exceed by $180
million those initially proposed by Western. The proposed 5-year
settlement contemplates an initial rate reduction of $54.7
million per year, escalating to $64.7 million annually on January
1, 1998.
This will result in revenue reductions of more than $300 million
for Western over the next five years, underscoring our concerns
regarding Western's ability to pay dividends at its promised
rate. In addition, the proposed rate reductions are subject to
approval by the KCC and can be adjusted further.
As indicated on the reverse side of this letter, we believe the
loss of revenue resulting from these rate reductions, coupled
with our previously expressed concerns regarding Western's
overstated merger-related savings projections, will negatively
impact Western's future stock value.
We believe the imposition of these rate reductions should be a
major cause of concern for KCPL shareholders. Not surprisingly,
in the closing days of this proxy contest, Western is trying to
portray this loss of more than $300 million in revenue as a
favorable development.
The special meeting to approve the KCPL/UtiliCorp merger will be
held on August 7. WE STRONGLY URGE YOU TO VOTE "FOR" THE
KCPL/UTILICORP MERGER TODAY BY SIGNING, DATING AND RETURNING THE
ENCLOSED WHITE PROXY CARD.
A failure to approve the KCPL/UtiliCorp merger would deprive you
of its potential for growth in revenue, income and share value --
along with an 18% increase in your annual dividend -- without any
assurance that Western's hostile exchange offer would ever be
consummated.
Sincerely,
/s/Drue Jennings
Western Resources Forecast of 1998 Earnings Per Share
for Western Resources/KCPL Combination* $2.52
Adjustment to Reflect $64.7 Million Revenue Reduction
Contemplated by Proposed Settlement with KCC Staff** (0.08)
Adjustment to Reflect Overstatement of Merger-Related
Savings by Western Resources*** (0.11)
Revised Estimate of Western Resources' 1998 Earnings
per Share for Western Resources/KCPL Combination $2.33
Implied REDUCTION in Western Resources Common Stock
value in 1998 based on assumed price/earnings ratio
of 11.5**** $2.19
* As reported in the Western Resources Prospectus dated July
3, 1996 and excluding costs to achieve savings and
transaction costs. In the Western Resources Prospectus,
Western Resources estimated earnings per share for 1998
based on Western Resources' closing stock price on July 2,
1996 resulting in an exchange ratio of 1.01224.
** In its agreement with the KCC staff, Western committed to
$64.7 million in cash rate reductions in 1998 and agreed
that certain other depreciation adjustments would be
considered by the KCC staff in the future. KCPL believes
the difference between this $64.7 million stipulated revenue
reduction and Western's original regulatory proposal
negatively impacts earnings before income taxes by
approximately $17 million. When adjusted by an effective
tax rate of 40%, the resulting after-tax effect is $10.2
million. This results in a reduction to earnings per share
of approximately $.08, based on 128,136,000 shares
outstanding.
*** Assumes that $70.421 million in first year savings claimed
in the Western Resources Prospectus are overstated by
$23.474 million. KCPL's analysis of Western Resources'
claimed merger-related savings indicated that Western
Resources overestimated total purchasing savings by 62.7%
and overestimated total administrative savings by 48.5%.
Applying such percentages to the first year purchasing and
administrative savings in Western Resources' Prospectus
indicates that first year merger-related savings are
overstated by slightly more than one-third. One-third of
Western Resources' estimate of $70.421 million equals
$23.474 million. The $23.474 million adjustment as reduced
by 40% to reflect the effect of taxes results in an after-
tax adjustment of $14.084 million, which results in a
reduction to earnings per share of approximately $0.11 based
upon 128,136,000 shares outstanding.
**** Utility industry estimated average for 1996 as calculated in
Merrill Lynch report dated June 24, 1996.
The foregoing contains certain statements of opinion and belief
of KCPL. The foregoing information is provided to facilitate an
analysis of the potential value of Western Resources' offer. The
implied reduction, if any, in Western Resources' common stock
value may be greater or less than indicated above.
The chart set forth above supersedes charts previously furnished
to shareholders in which rate reduction adjustments were based on
the $105 million annual rate reduction initially recommended by
the KCC staff. As previously calculated, the implied reduction
in Western's 1998 per share common stock value ranged from $3.68-
$3.80.
<PAGE>
[Other solicitation materials revising materials filed on July 11, 1996]
<PAGE>
Exhibit 68
To: Followers of Kansas City Power & Light Company
From: David Myers
Manager, Investor Relations
Date: July 29, 1996
In light of Western Resources' announcement of its proposed
settlement with the Staff of the Kansas Corporation Commission,
we have revised page 13 of KCPL's booklet entitled, "A Guide To
The Merger". The proposed 5-year settlement contemplates an
initial rate reduction of $54.7 million per year, escalating to
$64.7 million annually on January 1, 1998. This will result in
revenue reductions of more than $300 million for Western over the
next five years, underscoring our concerns regarding Western's
ability to pay dividends at its promised rate. We believe the
imposition of these rate reductions should be a major cause of
concern for KCPL shareholders. Not surprisingly, in the closing
days of this proxy contest, Western is trying to portray this
loss of $300 million in revenues as a favorable development.
Please replace the enclosed page 13 with the one included in
the "Guide To The Merger".
<PAGE>
[KCPL Logo] [UtiliCorp United
EnergyOne Logo]
A GUIDE TO THE MERGER
Revised July 29, 1996
<PAGE>
The following is not a prediction as to specific future market
values and should be read in conjunction with page 3 hereof.
Specific future market values cannot be predicted with certainty
Potential for significant rate reductions
We Believe Western Rate Reductions Will Result in Lower Values
for Shareholders
Incremental Annual
$8.7MM $64.7MM Net Depreciation
Rate Red/ Reduction/ Increases
WR KCC/WR __________________
Rate Case Scenarios: Proposal* Stipulation**
____________________ ________ ___________ _______ _______
Pro forma 1998 EPS $2.52(1) $2.44(4)
Less: Synergy 0.11
adjustment-See ___________
page 14
Adjusted pro forma $2.33
1998 EPS
Cash flow impact ($48MM)
Combined dividend 84.9% 91.8%
payout(2)
Implied WR price $28.98 $26.80
at P/E of 11.5(3)
Implied KCPL share $31.00 $29.48
value
(1) As reported in Amendment No. 2 to S-4 dated July 3, 1996
filed by Western with the SEC; EPS based on exchange ratio of
1.01224
(2) Using $2.14 dividend rate reported in Amendment No. 2 to
Western S-4
(3) Utility industry average as calculated in Merrill Lynch report
dated June 24, 1996
(4) Represents an $0.08 reduction from Western's estimated 1998 EPS of
$2.52. In its agreement with the KCC staff, Western committed to
$64.7 million in cash rate reductions in 1998 and agreed that certain
other depreciation adjustments would be considered by the KCC staff in
the future. KCPL believes the difference between this $64.7 million
stipulated revenue reduction and Western's original regulatory proposal
negatively impacts earnings before income taxes by approximately $17
million. When adjusted by an effective tax rate of 40%, the resulting
after-tax effect is $10.2 million. This results in a reduction to
earnings per share of approximately $0.08, based on 128,136,000 shares
outstanding.
*As filed with the KCC in the WR stand-alone regulatory plan
**Per Western Resources' stipulation agreement with KCC Utilities Division
staff
13
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