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_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 49 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
_____________________________________________________________
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 7. Certain Negotiations and Transactions by the Subject
Company.
Item 7 is hereby amended and supplemented to add the
following:
Representatives of the Company met with representatives of
Western Resources on November 15, 1996, regarding the Western
Resources Offer. As part of its continuing evaluation of
alternatives to create value for its shareholders,
representatives of the Company have agreed to meet again in the
near future with representatives of Western Resources. There can
be no assurance that any discussions at this meeting will result
in any transaction being recommended, authorized, or consummated.
The Company will not be commenting further on any discussion
unless there is a material development.
Item 9. Material to be Filed as Exhibits.
The following Exhibit is filed herewith:
Exhibit 129 Press release jointly issued by KCPL and Western
Resources on November 15, 1996.
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: November 18, 1996
EXHIBIT INDEX
Exhibit No. Description Page
Exhibit 129 Press release jointly issued by KCPL and Western
Resources on November 15, 1996
Exhibit 129
FOR IMMEDIATE RELEASE
November 15, 1996
KCPL MEDIA CONTACTS: WESTERN RESOURCES
Pam Levetzow MEDIA CONTACT:
816/556-2926 Michel' J. Philipp
Phyllis Desbien 913/575-1927
816/556-2903 news@wstrnres.com
KCPL INVESTOR CONTACT: WESTERN RESOURCES
David Myers INVESTOR CONTACT:
816/556-2312 Rick Kready
913/575-8226
KANSAS CITY POWER & LIGHT COMPANY AND WESTERN RESOURCES
ISSUE JOINT STATEMENT
Kansas City Power & Light (NYSE: KLT) and Western
Resources, Inc. (NYSE: WR) announced today that representatives
of their respective boards and managements met on Friday,
November 15.
They had a cordial discussion regarding the proposed
transaction between the two companies and agreed to meet again in
the near future.
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