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_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 52 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
_____________________________________________________________
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 131 Press release jointly issued by KCPL and
Western Resources on January 15, 1997.
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: January 16, 1997
EXHIBIT INDEX
Exhibit No.
Description Page
Exhibit 131 Press release jointly issued by KCPL and
Western Resources on January 15, 1997.
Media Contacts: Media Contact:
Pam Levetzow (816)556-2926 Michel' J. Philipp (913)575-1927
Phyllis Desbien (816)556-2903 news@wstnres.com
Investor Contact: Investor Contact:
David Myers (816) 556-2312 Rick Kready (913) 565-8226
JOINT NEWS RELEASE
KCPL, WESTERN RESOURCES
CONTINUE WORK TOWARD AGREEMENT
TENDER OFFER EXTENDED TO FEBRUARY 5
KANSAS CITY, Missouri, and TOPEKA, Kansas, January 15, 1997
(6:00 p.m. CST) -- Kansas City Power & Light Company (NYSE:KLT)
and Western Resources, Inc. (NYSE:WR) said today that substantive
merger negotiations are continuing between the two companies.
As a result of the positive dialogue between the companies,
Western Resources is extending the expiration date of its tender
offer to 5 p.m. EST, February 5, 1997, and will continue to
refrain from actively soliciting tenders of KCPL shares.
Although there can be no assurance that any agreement will
result from such negotiations, if a definitive merger agreement
is reached on or prior to February 5, it is Western Resources'
intention to terminate its tender offer at such time and proceed
with the merger.
As of 5 p.m. EST January 15, 1997, 30.2 million shares of
KCPL (or approximately 49 percent of the total outstanding
shares) had been tendered to Western Resources.