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_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 26 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 94 Advertisement appearing in newspapers commencing
August 9, 1996.
Exhibit 95 Other solicitation materials.
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 9, 1996
EXHIBIT INDEX
Exhibit No. Description Page
__________ _________________________________________________ ____
Exhibit 94 Advertisement appearing in newspapers commencing
August 9, 1996
Exhibit 95 Other solicitation materials
Exhibit 94
[Advertisement appearing in newspapers commencing August 9,
1996]
ATTENTION [KCPL logo] SHAREHOLDERS:
THE PROBLEM WITH WESTERN RESOURCES
CAN BE SUMMED UP IN JUST TWO LINES
1996 Stock Trading Performance
Indexed To Day Before KCPL/UtiliCorp Merger Announcement
[GRAPH]
Month Ending S&P Utilities Index Western Resources
19-Jan 100.00% 100.00%
Jan 101.50% 97.47%
Feb 97.11% 92.42%
Mar 94.75% 88.09%
Apr 95.41% 85.92%
May 94.79% 84.84%
June 98.35% 86.28%
July 91.74% 82.67%
2-Aug 94.33% 83.03%
WESTERN RESOURCES' HOSTILE OFFER JUST DOESN'T ADD UP TO
VALUE.
We have carefully reviewed the terms of Western's proposed
rate reduction settlement, and we believe it will impact
Western's future earnings.
Western's proposed rate settlement results in the loss of
more than $300 million in revenue. We believe this will
impact on Western's ability to pay dividends at its promised
rate. Western would be required to use in 1998 more than
90% of its earnings to cover dividend payments.
After all these months, Western still has not provided KCPL
shareholders with an effective response to our very real
concerns about Western's overstated merger-related savings
assumptions.
There is NO ASSURANCE that Western's hostile exchange offer
- -- which has been unanimously rejected by your Board -- will
EVER BE COMPLETED.
A FAILURE to approve the KCPL/UtiliCorp merger would DEPRIVE
you of its potential for growth in revenue, income and share
value -- along with a dividend increase to $1.85 per share.
_____________________________________________________________________
The Special Meeting of Shareholders Will Be Held On August 16, 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 9, 1996 KANSAS CITY POWER & LIGHT COMPANY
Exhibit 95
Merger FAQ
Compare KCPL's positions to Western's claims
On June 26, Western Resources published a booklet it called "A
plain-language guide to the Western Resources/KCPL merger." That
booklet contains material to which KCPL has taken exception.
Specifically, KCPL responds to the following points.
_____________________________________________________________________
WESTERN CLAIMS: "KCPL shareowners will benefit from a
combination of near-term and long-term growth. The near-term
growth is reflected in the dividend policy and the premium
share price offer. The long-term growth is reflected in
marketplace positioning as a strong regional utility and in
Western Resources' growth in new markets."
KCPL RESPONDS: As discussed in our proxy materials, we have
serious concerns regarding Western's future earnings, stock
value and ability to sustain dividends at the promised rate.
_____________________________________________________________________
WESTERN CLAIMS: "Our offer: Dividend increase to $2.00-$2.35
projected following closing. That is 23% - 45% higher than the
current dividend and 8% - 27% higher than the UtiliCorp/KCPL
projected dividend."
KCPL RESPONDS: If the Kansas Corporation Commission approves the
agreement between the KCC staff and Western, then over 90% of
Western's earnings would be required to sustain dividend
payments at the promised rate. This is based on Western's own
projection of 1998 earnings for a combined Western/KCPL
company contained in Western's proxy statement, as adjusted to
reflect the rate decrease agreement between the KCC staff and
Western.
_____________________________________________________________________
WESTERN CLAIMS: "Our offer: $31 per share in Western
Resources stock, a 30% premium over market."
KCPL RESPONDS: You are not guaranteed to receive $31 worth of
Western stock. Under Western's offer, you can't get more than
1.1 shares of Western stock for each of your KCPL shares.
Western will take an average of its stock prices over a 20-day
period preceding the closing of its offer; as such average
falls below $28.18 ($31 divided by 1.1), you will receive less
and less value for your KCPL shares. For example, if such
average was $25, you would get 1.1 Western shares per KCPL
share. $25 times 1.1 equals $27.50.
_____________________________________________________________________
WESTERN CLAIMS: "Our offer: No layoffs, period."
KCPL RESPONDS: Western's synergies report filed with the KCC
says that 531 positions will be reduced and assumes that all
resulting savings will be available by Jan. 1, 1998. We don't
believe that so many reductions can be made in such a short
time without layoffs.
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WESTERN CLAIMS: "In the KGE merger of 1992, savings were
achieved with no layoffs." "No layoffs of KGE employees.
Promised and delivered!"
KCPL RESPONDS: We believe many KGE people resigned or took early
retirements so as to avoid accepting demotions or transfers.
Also, Western now employs nearly 2,000 fewer people than were
employed by KGE and KPL together before their merger.
_____________________________________________________________________
WESTERN CLAIMS: "Their proposal: No commitment."
KCPL RESPONDS: The current outlook is that only about 200 jobs
would be lost over 10 years, and the vast majority of those
will be through attrition, reduced hiring, retirement and
redeployment.
_____________________________________________________________________
WESTERN CLAIMS: "Western Resources' numbers were developed with
the assistance of Deloitte & Touche Consulting Group, the firm
which previously assisted management in accurately estimating
the savings amount in the KPL/Kansas Gas & Electric merger.
Deloitte & Touche Consulting Group has assisted in similar
savings analysis in 13 of the last 16 announced utility
mergers."
KCPL RESPONDS: The Federal Energy Regulatory Commission has
criticized similar projections by Deloitte & Touche as
"unsubstantiated."
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WESTERN CLAIMS: "Western Resources' savings are supported in
detailed documents, which have been publicly filed with
regulatory agencies."
KCPL RESPONDS: KCPL, with the assistance of Coopers & Lybrand,
examined Western's synergies analysis. We believe that Western
has significantly overstated its merger-related savings
assumptions. As explained in the letter distributed to all
KCPL shareholders on July 27, we believe that an adjustment to
Western's projected earnings to reflect more realistic merger-
related savings assumptions would have a negative impact on
Western's projected earnings and stock value. Remember,
Western is offering stock for KCPL shares, not cash.
_____________________________________________________________________
WESTERN CLAIMS: Quoting Barry Abramson, Prudential Securities,
"Western Resources has a proven track record of successfully
working through utility mergers in the recent past in a way
that creates shareholder value and benefits for ratepayers..."
KCPL RESPONDS: Western is being sued by Southern Union Co. for
false statements and deceptive practices in connection with
Western's sale of Missouri Gas Energy to Southern Union Co.
_____________________________________________________________________
WESTERN CLAIMS: "Western Resources is committed to preserving
the environment. Since 1992, Western Resources has received 12
major awards for its environmental programs. Western Resources
is an industry leader in technologies to make power plants
'cleaner'; we help our customers use energy wisely; and have
an employee-directed `Green Team' that recommends policies and
projects to improve our facilities and the environment in the
areas we serve."
KCPL RESPONDS: KCPL has also received many awards, and we
informally do the same thing as the "Green Team."
_____________________________________________________________________
WESTERN CLAIMS: "Through the Western Resources Foundation, we
make contributions to programs benefiting children, the
elderly and the environment."
KCPL RESPONDS: These things and more are done through KCPL.
_____________________________________________________________________
WESTERN CLAIMS: "Western Resources is one of the major area
firms contributing to the Royals Succession Plan, which keeps
major league baseball in Kansas City."
KCPL RESPONDS: KCPL has contributed approximately $3 million to
the Royals Succession Plan. In addition, one of our employees
chaired the Sports Authority.
_____________________________________________________________________
WESTERN CLAIMS: "Western Resources employees volunteer in their
communities. We take an active role in United Way programs,
the March of Dimes, local Chamber activities and other
worthwhile causes."
KCPL RESPONDS: We do these and many more.
_____________________________________________________________________
WESTERN CLAIMS: "Through Project DESERVE, Western Resources
provides emergency energy-related bill payment assistance to
elderly and disabled persons."
KCPL RESPONDS: We've been doing Dollar Aide for more than a
decade.
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WESTERN CLAIMS: "Western Resources helps 'take a bite out of
crime' through the vigilance of our employees within the
neighborhoods we serve. Our McGruff Truck program trains
employees to watch for and report problems. Company radio-
equipped vehicles also serve as safe havens for those waiting
for authorities or needing assistance in emergency
situations."
KCPL RESPONDS: A KCPL quality circle team started the McGruff
Truck program in Kansas City.
_____________________________________________________________________
WESTERN CLAIMS: Quoting Edward Tirello, NatWest Securities, "We
regard Western Resources' management among the most innovative
in the industry, a characteristic that will become
increasingly important as the industry becomes more
competitive."
KCPL RESPONDS: In the January-February issue of the Harvard
Business Review, Peter Navarro, a professor of economics and
public policy at the University of California who specializes
in electric utility regulation, expressed the opinion about
the deregulating utility industry that ". . . only a handful
of executives in the utility industry -- most notably
Frederick Buckman, the CEO of PacifiCorp, and Richard C.
Green, Jr., chairman, president and CEO of UtiliCorp United --
seem to grasp the potential opportunities of such a market."