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_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 40 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 115 Excerpt from employee newsletter distributed
September 20, 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: September 20, 1996
EXHIBIT INDEX
Exhibit No. Description Page
___________ ____________________________________________ ____
Exhibit 115 Excerpt from employee newsletter distributed
September 20, 1996.
Exhibit 115
[Excerpt from employee newsletter distributed September 20, 1996]
CERTIFIED SHAREHOLDER VOTE COUNT RECEIVED
On Tuesday, Sept. 17, KCPL received the certified vote count
from the Special Meeting of Shareholders held Friday, Aug. 16.
The certified count reveals that 23,581,467 shares approved the
KCPL/UtiliCorp merger, which is roughly 47.5 percent of the
shares voted at that meeting.
Voting against the merger were 25,150,026 shares, or 50.1
percent of those voting. About 1.8 percent abstained.
The KCPL/UCU merger agreement was officially terminated at
the close of business on Wednesday, Sept. 18.
While KCPL did not receive the necessary majority to proceed
with its merger plans, that does not mean Western Resources'
tender offer will succeed. With only 40 percent of all KCPL
outstanding shares opposing the UCU merger, it's difficult to see
how Western could possibly get close to satisfying the condition
to its tender offer that requires acceptance by the owners of 90
percent of KCPL's shares.
Never was this an either/or proposition for KCPL
shareholders. They were not asked to choose between UtiliCorp and
Western Resources. Rather, they were asked to vote for or against
a specific plan to merge KCPL and UCU.
Although the UCU merger plan will not now move forward,
KCPL's Board of Directors continues to reject Western's hostile
exchange offer and advises shareholders not to tender their
shares.
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JENNINGS BRIEFS MANAGERS ON NEXT STEPS FOR KCPL
"Life must go on."
Noting that KCPL did not receive the necessary shareholder vote
to move ahead with its UtiliCorp merger, CEO and President Drue
Jennings opened a Sept. 16 special meeting with managers, saying
the company must now regroup and aggressively review its options
for growth.
"The merger with UtiliCorp was a large part of our plan for our
future," he said. "But it was not THE plan. The road we're on
today is precisely the same one we've been on. This road will
take us where we intended to go all along. The UtiliCorp merger
would have allowed us to get there much more quickly, but we will
still get there.
"The fact of the matter is," he added, "we're not going to
merge with UtiliCorp. We put a lot of time and a lot of money
into that agreement, and it's a shame it did not pay off with a
victory."
In acknowledging that KCPL and UCU will not merge, Jennings
urged managers to take pride in themselves, in their co-workers
and in the company. Recognizing that KCPL received tremendous
support from customers, stockholders and the community, he said,
"Even with all the distractions we've had this year, we performed
well as a company. That's a tribute to the pride employees take
in what we do, as well as a tribute to management and to the
processes that have been put in place."
While the company's destination remains the same, the path it
takes to get there must still be mapped out. "That's what we must
do -- and do rapidly," he explained. "As we've been saying for
some time now, we have to implement plans that do not depend on
an out-of-date regulated environment. And we're going to do just
that."
Jennings assured managers that the company will continue to
seek efficiencies and manage costs. "We're not looking for a fast
weight loss regimen," he said, "but a cultural shift. We'll
either make that happen or we won't be able to compete in the
marketplace.
"If you're disappointed," he added, "so am I. But I'm also
optimistic. If we think we've got a great shot at getting where
we need to go, believe me, we will get there.
"I hate losing. But I'd rather be proud of where I am today
than to win a battle and not be proud of what I had to do to get
there. And I say that in all sincerity. Never have I been more
proud of our company or more enthused about what we're going to
do. We've been put to an acid test, but our people didn't
crumble.
"Thanks for being who you are."
EDITOR'S NOTE: WATCH LIGHTLINES AND OTHER COMPANY MEDIA FOR
INFORMATION ON THE COMPANY'S PLANS AS THEY UNFOLD. IF YOU HAVE
QUESTIONS, PLEASE CALL THE EMPLOYEE MERGER HOTLINE AT 1-800-718-8788.
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