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_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 38 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
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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 Exhibit is filed herewith:
Exhibit 112 Press release issued by KCPL on September 18, 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 18, 1996
EXHIBIT INDEX
Exhibit No. Description Page
__________ __________________________________________________ ____
Exhibit 112 Press release issued by KCPL on September 18, 1996
Exhibit 112
[Text of press release issued by KCPL on September 18, 1996]
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 TERMINATES MERGER AGREEMENT
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Kansas City, Missouri (September 18, 1996) -- Kansas City Power &
Light (NYSE: KLT) announced today that in view of the failure of
KCPL stockholders to approve the KCPL/UtiliCorp merger, it has
terminated the definitive merger agreement with UtiliCorp United
Inc. (NYSE: UCU) in accordance with the terms of the agreement.
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.
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