_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 19 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 76 Press releases issued by KCPL on August 2, 1996.
Exhibit 77 Excerpt from script for KCPL employee information
hotline bulletin.
Exhibit 78 Employee newsletter distributed August 2, 1996.
Exhibit 79 Advertisements appearing in newspapers commencing
August 2, 1996.
Exhibit 80 Other solicitation materials.
Exhibit 81 Voicemail message distributed to KCPL employees on
August 2, 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 2, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
__________ ___________________________________________________ ____
Exhibit 76 Press releases issued by KCPL on August 2, 1996
Exhibit 77 Excerpt from script for KCPL employee information
hotline bulletin
Exhibit 78 Employee newsletter distributed August 2, 1996
Exhibit 79 Advertisements appearing in newspapers commencing
August 2, 1996
Exhibit 80 Other solicitation materials
Exhibit 81 Voicemail message distributed to KCPL employees on
August 2, 1996
<PAGE>
Exhibit 76
FOR IMMEDIATE RELEASE
Media Contacts: Investor
Contact:
Pam Levetzow David Myers
816 / 556-2926 816 / 556-2312
Phyllis Desbien
816 / 556-2903 Joele Frank / Dan Katcher
Abernathy MacGregor Scanlon
212 / 371-5999
KCC STAFF'S OPPOSITION TO WESTERN'S MOTION IS SUPPORTED BY KCPL
KCC Staff States, "Any Merger Between [Western Resources] and
KCPL is Speculative And [Western's] Request to Establish A Procedural
Schedule Is Premature"
_____________________________________________________________________
KANSAS CITY, MISSOURI (August 2, 1996) -- Kansas City
Power & Light Company (NYSE:KLT) today announced that it has
filed papers in support of the Kansas Corporation Commission
(KCC) Staff's opposition to Western Resources' Motion to
Establish a Procedural Schedule in its hostile exchange
offer.
The Staff of the KCC, in its response to Western Resources'
Motion, stated, "Any merger between [Western Resources] and
KCPL is speculative and [Western's] request to establish a
procedural schedule is premature," that "[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." It was based on these conclusions that the KCC
Staff recommended denying Western's Motion to Establish a
Procedural Schedule.
In its pleading, KCPL noted, "After reviewing the [KCC]
Staff's response, however, KCPL determined that Staff had
presented cogently all of the points KCPL would have made,
and that a response by KCPL was unnecessary."
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
# # #
<PAGE>
FOR IMMEDIATE RELEASE
Media Contacts: Investor
Contact:
Pam Levetzow David Myers
816 / 556-2926 816 / 556-2312
Phyllis Desbien
816 / 556-2903 Joele Frank / Dan Katcher
Abernathy MacGregor Scanlon
212 / 371-5999
KCPL RESPONDS TO DISTRICT COURT RULING
KANSAS CITY, MISSOURI (August 2, 1996) -- Kansas City
Power & Light Company (NYSE:KLT) announced today that the
United States District Court for the Western District of
Missouri has ruled that the KCPL/UtiliCorp merger, while
lawful under Missouri law, nevertheless is subject to the
affirmative vote of 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 requires the approval of a majority of those shares
voting at a meeting. KCPL intends to immediately appeal the
District Court's decision to the United States Court of
Appeals for the Eighth Circuit.
The District Court did not enjoin the holding of KCPL's
Special Meeting of Shareholders currently scheduled for
August 7, 1996. KCPL is currently reviewing its options and
at the present time intends to proceed with the August 7
Shareholders' Meeting. This will enable the shareholder
vote to be tabulated assuming KCPL prevails in its appeal.
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
# # #
<PAGE>
Exhibit 77
[Excerpt from script for KCPL employee information hotline bulletin.]
By now many of you have seen today's full-page advertisement
in The Kansas City Star supporting the merger with UtiliCorp.
Over 300 employee signatures were gathered in a matter of hours
to rebuke Western's advertisement on Wednesday.
We didn't use all the signatures that were collected because
of space requirements, and we couldn't get signatures from all
locations because of the time limitation. Your support has been
tremendous and is appreciated.
Take a look in Sunday's edition of The Kansas City Star for
another advertisement from KCPL employees.
--------
UtiliCorp announced yesterday in a news release that action
has been taken in West Virginia and Iowa to advance the merger
with KCPL, and that UCU anticipates no difficulties in gaining
favorable reviews in coming months from six other states and in
several foreign countries.
The West Virginia Public Service Commission has unanimously
approved the merger with KCPL without condition. In addition,
the Iowa Office of consumer Advocate, a division of the state's
Department of Justice, has advised the Utilities Board of the
Department of commerce that once UtiliCorp shareholders approve
the merger a formal hearing on the matter "is unnecessary."
--------
<PAGE>
Exhibit 78
Merger Special Edition LIGHTLINES August 1, 1996
KCPL EMPLOYEES CRY "FOUL"
[photograph of KCPL employees]
[Caption below photograph reads: In a show of support for the
KCPL/UCU merger, employees at F&M Service Center agreed to pose
for a photograph to be used in upcoming newspaper advertisements.]
In what KCPL President Drue Jennings sees as "a
desperate attempt to derail our merger of equals with
UtiliCorp," Western Resources took a business manager's
statement and turned it into an advertisement proclaiming
that KCPL employees had withdrawn support for the UtiliCorp
merger.
In its advertising campaign and in letters to our
shareholders, Western Resources has questioned Jennings'
integrity. It has besmirched the reputation of KCPL's Board
of Directors. It has called into question the business
practices and ethics of our merger partner, UtiliCorp. And
now it has taken it upon itself to put words into employees'
mouths.
Employees' response is clear: They turned out by the
hundreds to publicly announce that John Hayes and Western
Resources do not speak for them.
Spurred by their own desire to show support for the
merger, employees at Iatan Generating Station, 801
Charlotte, F&M and 1201 Walnut gathered for group
photographs that will be used in full-page advertisements
scheduled to run in local papers on Friday, Aug. 2, and
Sunday, Aug. 4. Even though the photos include only
employees at sites selected based on proximity and the
pressure of deadlines, employees at all sites expressed
support for the UtiliCorp merger and opposition to Western.
A second advertisement shows signatures from employees
who also want to publicly state their support for the
merger. In fact, 365 signatures were generated -- too many
to be able to include them all in a one-page advertisement.
In his video conference held July 31, KCPL President
Drue Jennings said, "As employees, you have a right to speak
for yourselves. You don't need Western Resources to do that
for you."
In separate statements, Locals 1464 and 412 each
expressed ongoing support for the KCPL/UCU merger. "From the
very beginning of the merger talks," reads the July 29
statement from Local 1464, "our primary concern has been job
security and the opportunity to play a significant part in
the changing forces driving the business we have been a part
of for these many years. We will not shift from this
position. Our Union has not had a change of heart. We are
not neutral. We are continuously in motion and we look
forward to the day when every one's total focus can return
to the business of running the best electric utility company
in the country." The statement was signed by Bob Madrigal,
business manager, and Jim Whalen, president.
Walt Little, business manager for Local 412, issued a
July 31 position paper that reads: "I want to clear up any
confusion that may have resulted from a Western Resources
advertisement which implies that KCPL employees and the
Locals representing those employees have changed their
position on the merger with UtiliCorp. As the Business
Manager of IBEW Local #412, I have not at anytime notified
KCPL of any change of our position on the merger with
UtiliCorp."
#####
JENNINGS USES VIDEO CONFERENCES TO ANSWER EMPLOYEE QUESTIONS
The messages were clear: KCPL began pursuing its merger
with UtiliCorp based on long-term plans that respond to the
changing nature of the electric utility industry. KCPL met
with Western Resources numerous times prior to determining
that Western was not an appropriate merger partner for KCPL.
The bottom-line goal of the KCPL/UCU combination is to grow
value for shareholders and increase opportunities for
employees.
With these explanations, KCPL President Drue Jennings
opened his video conference with employees on Wednesday,
July 31. Two sessions held that morning allowed Jennings to
meet with and answer questions from employees at all KCPL
locations. He apologized for not being able to visit each
site in person and expressed his appreciation for employees
being willing to spend time getting answers to their
questions.
After providing a broad background for the proposed
merger, Jennings explained his views on how Western
Resources has distorted the issue of executive compensation
"to distract our shareholders from the real issues involved
in the merger."
"At no time," he said, "has KCPL's Board of Directors or
management let compensation issues decide what they're doing
in the marketplace with customers, stockholders, employees
or the community at large."
Throughout each hour-and-a-half session, Jennings fielded
questions about where the money to pay for the merger comes
from, the federal court hearing on the legality of the
merger structure, employee support, management incentive
plans and job security. In short, he answered questions on
virtually every aspect of the proposed merger with UCU and
the hostile exchange offer from Western.
He acknowledged the contributions employees have made to
the success of KCPL and reiterated his commitment to KCPL
and its employees both today and, as Maxim Energies,
tomorrow. "In my meetings with institutional investors," he
said, "I have made clear the qualities inherent in our
workforce.
"I'll go to war with you today or in the future, if that's
what we need to do. That's how much I believe in KCPL's
employees."
<PAGE>
Exhibit 79
[Advertisements appearing in newspapers commencing August 2, 1996]
ATTENTION [KCPL logo] SHAREHOLDERS:
TAKE THE FAST TRACK TO VALUE
The KCPL/UtiliCorp merger is:
[X] BOARD APPROVED
[X] EMPLOYEE SUPPORTED
[X] COMMUNITY BACKED
VOTE THE WHITE PROXY CARD
FOR [X]
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% dividend increase.
There is NO ASSURANCE that Western's hostile exchange offer-
- -which has been unanimously rejected by your Board--will
EVER BE COMPLETED.
_____________________________________________________________________
The Special Meeting of Shareholders Will Be Held On August
7, 1996.
VOTE "FOR" THE KCPL/UTILICORP MERGER TODAY
ON THE WHITE PROXY CARD.
_____________________________________________________________________
If you have any questions or need assistance in voting your
KCPL shares, call KCPL INVESTOR RELATIONS at 1-800-245-5275
or D.F. KING & CO., INC., toll free, at
1-800-714-3312.
August 2, 1996 KANSAS CITY POWER & LIGHT COMPANY
<PAGE>
AN IMPORTANT MESSAGE FOR KCPL SHAREHOLDERS.
KCPL EMPLOYEES
SPEAK FOR THEMSELVES.
"KCPL employees DO support the merger with UtiliCorp.
Western Resources is wrong, AGAIN."
(The surrounding
signatures represent
some of the KCPL
employees showing
support for the
KCPL/UCU merger)
[KCPL logo]
Join us in showing your support. Vote FOR the Proposed
Merger with
UtiliCorp on the WHITE Proxy Card. Mail yours today.
If you have any questions about the merger or need
assistance completing the WHITE
proxy card, please call KCPL Investor Relations toll free at
1-800-245-5275 or our proxy
solicitor, D.F. King & Co., Inc., toll free at 1-800-714-
3312.
August 2, 1996
<PAGE>
Exhibit 80
Merger FAQ
What Is a Stock Option?
We've heard lots of talk the past few weeks about stock
options as part of executive compensation packages. Here's a
brief explanation of how stock options work.
A stock option represents the right to buy stock at a
predetermined price instead of the market price. Let's say
you own an option to buy a share of XYZ Inc. stock for $20.
If XYZ Inc. stock is trading at $15, you wouldn't use your
option to buy XYZ Inc. stock for $20 because you would be
spending $20 to get a stock that's trading at only $15. But
if the market price of XYZ stock went up to $25, it would
make sense to exercise the option because you would be
paying $20 for a stock that's trading at $25.
In essence, stock options are included in compensation
packages because they are tied absolutely to the company's
bottom line. If the company performs poorly, the options
won't be used, and the executive makes no money. If the
company performs in an exceptional manner, the options
become valuable. Thus, a stock option offers both incentive
to make good decisions and compensation for how those
decisions play in the marketplace.
However, keep in mind that just because stock options are
available does not mean the board of directors is obligated
to distribute them. That decision is distinctly within the
board's purview. A management incentive plan sets aside a
certain block of shares for use as stock options; it does
not obligate the board to give them to executives.
<PAGE>
Exhibit 81
[Voicemail message distributed to KCPL employees]
Hi. This is Drue Jennings. It's Friday, August 2.
Shortly before noon today, the U.S. District Judge, Scott Wright,
Federal Judge in the Western District of Missouri, ruled that the
KCPL and UtiliCorp merger, while lawful under Missouri law,
nevertheless is subject to a requirement for an affirmative vote
of two-thirds of all KCPL's outstanding shares.
Now, it remains KCPL's position that the merger as restructured
on May 20 does not require a two-thirds vote but rather requires
the approval of a majority of those shares that are voting at a
meeting. We intend to immediately appeal the Judge's decision to
the U.S. Court of Appeals for the 8th Circuit in St. Louis.
The Judge did not enjoin our meeting, our stockholders' meeting,
on August 7, and at the present time we intend to proceed with it
as scheduled.
We will keep you informed if there's any change in our plans or
in the facts, and I want to tell you that, as I mentioned earlier
this week, we really do thank you for your continued support and
your continuing great performance.
<PAGE>
