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_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 46 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)
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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 125 Press release issued by KCPL on October 27,
1996.
Exhibit 126 Informational brochure distributed by KCPL
commencing October 28, 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: October 28, 1996
EXHIBIT INDEX
Exhibit No. Description Page
___________ _________________________________________________ ____
Exhibit 125 Press release issued by KCPL on October 27, 1996.
Exhibit 126 Informational brochure distributed by KCPL
commencing October 28, 1996.
Exhibit 125
[KCPL Logo]
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 Group
212 / 371-5999
KCPL ANNOUNCES A CLEAR MAJORITY OF KCPL SHAREHOLDERS
DO NOT SUPPORT WESTERN/KCPL COMBINATION
KANSAS CITY, MISSOURI (OCTOBER 27, 1996) -- Kansas City Power &
Light (NYSE: KLT) announced today that the results contained in
Western Resources, Inc.'s hostile exchange offer indicate that a
clear majority of KCPL shareholders do NOT support a Western/KCPL
combination.
Drue Jennings, Chairman, President, and Chief Executive Officer
of KCPL said, "All anyone has to do is look at the number of
shares tendered to Western to see that a clear majority of KCPL
shareholders have not supported a Western/KCPL combination.
Western's offer has been open since July, and in all that time,
as Western reported, only a little more than 40% of KCPL's shares
outstanding were tendered to Western. We are deeply gratified by
the significant support received from such diverse groups as
shareholders, legislators, employees and community groups.
"Our Board has rejected Western's hostile exchange offer, and
continues to recommend that shareholders not tender their shares
to Western. We will continue to review our alternatives and
pursue options which the Board believes are in the best interests
of KCPL, its shareholders and other constituencies it serves."
The Company noted that Western's hostile exchange offer is
subject to various conditions, including numerous state and
federal regulatory approvals which cannot be obtained by that
date, and the approval of Western's own shareholders at a meeting
which has not yet been scheduled. Accordingly, unless Western
should determine to let its exchange offer terminate, it will be
required to extend its offer from time to time for a substantial
period of time. Therefore, there is no reason for KCPL
shareholders to tender their shares.
Kansas City Power & Light Company (NYSE: KLT) 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.
###
Exhibit 126
Using our power to build value
KANSAS CITY POWER & LIGHT COMPANY
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ENERGY, PROGRESS, INNOVATION
TABLE
OF CONTENTS
Corporate Vision
Earnings Growth Strategies 1
Core Utility Business
Marketing Plans 2
Custom Commercial Markets 3
Consumer Products 4
KLT Inc. 5
ABOUT THE COMPANY
____________________
Kansas City Power & Light (KCPL) provides electric power to
a vibrant, growing and diversified service territory
encompassing metropolitan Kansas City and parts of eastern
Kansas and western Missouri. Headquartered in downtown
Kansas City, Missouri, the company generates and distributes
electricity to more than 436,000 customers in a 4,700-square-
mile area located in 23 counties in western Missouri and
eastern Kansas. Included in a diverse customer base are
over 372,000 residences, 50,000 commercial firms, and over
2,000 industrials, municipalities and other electric
utilities.
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.
NOTES
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[KCPL logo]
CORPORATE VISION
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KCPL is a diversified energy company that creates an
enterprise of superior value through excellence in ownership
and operation of energy-related businesses worldwide.
BUSINESS SCOPE:
- - Electric utility core business operation
- - Energy-related business ventures
Regulated and unregulated natural gas holdings and
distribution operations
Energy services and trading
Electric generation ownership and operation
Electric distribution systems and services
Investments in fiber optic and wireless communication
Energy-related information and technology
EARNINGS GROWTH STRATEGIES
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OVERVIEW:
- - Successfully compete in deregulated environment
- - Create a formidable competitor in the evolving energy services industry
- - Provide opportunities for significant earnings growth
Core utility business
New products and services
KLT Inc. - unregulated subsidiary
- - Capitalize on opportunities for growth and financial success
Joint ventures
Business partnerships
Strategic alliances
Business combinations
[graph]
HISTORICAL GROWTH IN SHAREHOLDER VALUE
10 Year Average Annual Returns
KCPL 17.7%
Util Index 13.1%
1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
KCPL $1,000 $1,335 $1,290 $1,752 $2,100 $2,296 $3,299 $3,378 $3,626 $3,953 $4,733
D&P $1,000 $1,318 $1,197 $1,415 $1,788 $1,773 $2,283 $2,487 $2,718 $2,430 $3,110
Utility Index represents Duff & Phelps (D&P) Electric Utility Index
ENERGY, PROGRESS, INNOVATION
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[KCPL logo]
CORE UTILITY BUSINESS
______________________
OBJECTIVES:
Increase shareholder value by providing competitive energy
and related services to wholesale and retail markets
STRATEGIES:
- - Invest in people, recognizing that KCPL's success is
dependent upon the skills and expertise of its people
- - Aggressively pursue high value business opportunities
- - Provide low-cost electricity
- - Manage the business as a portfolio of resources
INITIATIVES:
- - Reduce outside contractors - more efficient use of
native labor force
- - Lengthen time between maintenance outages - increases
availability of power for off-system sales
- - Continue to manage fuel cost purchases on the spot
market
- - Aggressively market off-system sales and longer-term
wholesale contracts
- - Create the first fully-automated utility distribution
system by completing installation and activation of
KCPL's CellNet technology
MARKETING PRODUCTS AND SERVICES
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OBJECTIVES:
- - Improve corporate financial performance
- - Expand customer base
- - Diversify revenue streams
- - Position KCPL for open access
STRATEGY:
Create a manageable, diversified product portfolio that
includes commodity as well as other energy-related services.
Strategically use these energy-related services as product
extensions to enter commodity markets outside of KCPL's
service territory. Build and strengthen the KCPL brand
through product sales.
ENERGY, PROGRESS, INNOVATION
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[KCPL logo]
CUSTOM COMMERCIAL MARKETS
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CUSTOM COMMERCIAL SERVICES
Custom Commercial Services (CCS) is a comprehensive Energy
Services-type program that allows commercial and industrial
customers to concentrate on their businesses while KCPL
manages their energy needs. A wide range of services is
available, from turnkey solutions for facilities management
of individual systems to total facilities service. Specific
services include:
Engineering design Project management
Construction Project financing
Training Billing/Integrated invoicing
Operations and maintenance Energy procurement
STRATEGY:
KCPL targets larger commercial customers and select
industrials. Contractors with whom KCPL has well-
established relationships are utilized to bring the most
efficient and effective implementation of services to
customers. Expansion is driven by customer "firmographics,"
energy prices and customer relationships. Energy commodity
supply will soon become part of the energy services provided
to customers inside and outside KCPL's current service area.
CUSTOM LIGHTING SERVICES
Custom Lighting Services (CLS) offers comprehensive lighting
solutions to municipal and government customers. CLS has
the expertise to handle all outdoor lighting needs, saving
the customer time and effort. Through CLS, KCPL will
develop a customized plan which may include any or all of
the following features:
Planning and design
Comprehensive maintenance
Variety of lighting pole and fixture options
Installation
Financing options
Flexible variations
STRATEGY:
KCPL leverages its extensive experience in street lighting
and its award-winning design abilities to penetrate the
exterior lighting market with emphasis on municipal street
lighting. KCPL's use of trade allies ensures customers get
the best service for the best price.
ENERGY, PROGRESS, INNOVATION
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[KCPL logo]
CONSUMER PRODUCTS
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WORRY FREE SERVICE
In yet another move toward providing products and services
that meet the needs of customers today and beyond, KCPL
introduced Worry Free Service (WFS). The first offering of
its kind nationwide, the program takes advantage of strong
partnerships between KCPL and the regional members of the
Air Conditioning Contractors of America (ACA) to install,
maintain and replace heating, cooling and water heating
equipment. WFS bundles financing, preventative maintenance
and warranty services for one flat monthly fee.
The program has already won numerous awards, including EEI's
Award for Excellence in Marketing Achievement, for their
innovative partnering with a contractor organization. The
program's tremendous growth in local and remote markets is
an outstanding example of what can be accomplished when
organizations work together.
STRATEGY:
KCPL partners with an established network of contractors to
sell and deliver the service. Appliance brand choice and
existing contractor competition are preserved. Through WFS,
KCPL unlocks the "early replacement market." By lowering up-
front costs, KCPL offers customers the opportunity to
upgrade their central heating and cooling equipment before
equipment failure. And, since the service is unique, it is
already being marketed successfully to markets outside
KCPL's territory.
SURGE PROTECTION
KCPL protects homeowners' expensive electronics equipment
and appliances from nature's forces. Meter-Treater(R) service
installed at the service entrance prevents unwanted voltage
from entering the home and damaging equipment. Panamax(R)
point-of-use devices protect PCs, cable TV, telephone lines
and other sensitive equipment from surges originating inside
the home and those that can enter through communication
cables.
STRATEGY:
Panamax(R) products are available to any single-family home,
inside or outside KCPL's territory, and are currently being
marketed though adjacent utilities. Meter-Treater(R) service
is only available to homeowners in KCPL's service area.
ENERGY, PROGRESS, INNOVATION
NOTES
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[KCPL logo]
KLT INC.
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Investments in unregulated, primarily energy-related businesses
- - KLT GAS INC.
Explores business investment opportunities in gas and
oil reserve ownership, exploration and production
- - KLT POWER INC.
Invests in global independent power opportunities
- - KLT ENERGY SERVICES INC.
Provides energy management services to commercial and
industrial customers seeking ways to improve the
efficiency of their operations
- - KLT INVESTMENTS INC.
Invests in affordable housing tax credit funds and local
venture capital funds
- - KLT TELECOM INC.
Pursues niche opportunities in local telecommunications
and fiber optics; expansion of CellNet technology to other
utilities
KLT GAS INC.
___________
Pursues opportunities in exploration and development of gas
and oil leases and properties
- - LYCO ENERGY CORPORATION
Thirty percent investment of equity in Lyco, a Dallas-
based firm engaged in the expansion of commercial gas
and oil reserves. Lyco owns interests in over 300
wells and operates 95% of the property it owns. This
partnership enables KLT Gas to invest directly into
specific exploration projects.
- - APACHE CANYON
Strategic investment in coal seam methane gas
development with Section 29 tax credits
[Organizational Chart of KCPL/KLT Inc.]
KCPL
KLT INC.
KLT Telecom Inc.
KLT Energy Services Inc.
KLT Investments Inc.
KLT Power Inc.
KLT Power International
KLT Iatan Inc.
KLT Gas Inc.
KLT Investments II Inc.
ENERGY, PROGRESS, INNOVATION
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[KCPL logo]
KLT POWER INC.
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World energy needs are great and continue to grow. KLT
Power takes the competence of KCPL into new world markets
where this capability can be used to bring successful
results to its partners.
DOMESTIC - Focus on Energy
- - NORTHWEST POWER COMPANY
Growing demand for power in the Pacific Northwest is
increasing opportunities for independent power
projects. Compliance with river flow regulation,
nuclear plant shutdowns and customers' desire to
diversify power sources have created this need.
Northwest Power Company, a partnership between KLT
Power and CSW Energy, a subsidiary of Central and
Southwest Corporation and Northwest Power Enterprises,
is positioned to meet this need:
- Everett-Delta Project - 220 megawatt gas-
fired plant, estimated completion 1999
- Opportunities for two other plants
- - NORTHWEST POWER MARKETING COMPANY
Assembles and markets power products and services to
utilities and industrial customers in the Pacific
Northwest region
INTERNATIONAL - Framework for Success:
Effective partnerships - KLT Power forms alliances with local
partners and developers, helping to mitigate risks and capturing the
local support necessary to succeed.
Promising markets include:
- Southeast Asia
- South America
- India
- China
ENERGY, PROGRESS, INNOVATION
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[KCPL logo]
KLT ENERGY SERVICES INC.
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Rising costs of electric energy has prompted commercial and
industrial customers to improve the efficiency of their
operations. This has opened a market for energy service
companies who can provide the expertise needed to make
energy conservation programs economically effective.
- - POWER SYSTEMS SOLUTIONS (PSS)
Formed by KLT Energy Services to provide power quality
and energy services. The company anticipates mergers
with other energy service companies.
Operating on the east coast, PSS formed alliances with
engineering firms and contractors there, and services
school systems, hotel chains and other institutions.
Energy cost savings and rebate programs offered by
local utilities provide attractive pay back potential.
KLT INVESTMENTS INC.
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- - KLT INVESTMENTS I
Invested $100 million in highly leveraged affordable
housing tax credits projects in limited partnerships
with housing properties nationwide.
Provides tax credits benefitting net income by $10
million to $15 million over the next several years.
- - KLT INVESTMENTS II
Invests in local venture capital funds and CellNet,
which issued its first public common stock offering in
September 1996.
ENERGY, PROGRESS, INNOVATION
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[KCPL logo]
KLT TELECOM INC.
________________
Pursues niche opportunities in telecommunications, which
includes building a fiber optic network in Kansas City and
expansion of CellNet technology to other utilities as well
as to other applications.
- - CELLNET
Provides automatic meter reading and automation
services to adjacent utilities
Explores opportunities in developing new products and
services utilizing CellNet's technology, including home
security and electronic parking meter systems for
municipalities
- - FIBER OPTICS
Construction of fiber optic system in KCPL's service
territory to be leased to Telecommunication companies
CONTACT INFORMATION:
______________________
David Myers
Manager, Investor Relations
1201 Walnut
P.O. Box 418679
Kansas City, Missouri 64141
(816) 556-2312
(816) 556-2367 FAX
ENERGY, PROGRESS, INNOVATION
CERTAIN FORWARD-LOOKING INFORMATION
________________________________________
This presentation contains certain forward-looking
information. The Private Securities Litigation Reform Act
of 1995 provides a new "safe harbor" for forward-looking
information to encourage companies to provide prospective
information about their companies without fear of litigation
so long as such information is identified as forward-looking
and is accompanied by meaningful cautionary statements
identifying important factors that could cause actual
results to differ materially from those projected in the
information. KCPL identifies the following important
factors which could cause actual results to differ
materially from any such results which might be projected,
forecast, estimated or budgeted by KCPL in forward-looking
information. All of such factors are difficult to predict
and many of which are beyond the control of KCPL.
Accordingly, while KCPL believes that the assumptions
underlying the forward-looking information are reasonable
for purposes of the development of estimates of revenue
enhancements and cost-savings, there can be no assurances
that such assumptions will approximate actual experience or
that all such revenue enhancements and cost-savings will be
realized or that resulting beliefs as to potential stock
values will prove to be correct, and in such event, actual
results could differ materially from the predictions herein.
These important factors include: (a) future economic
conditions in the regional, national and international
markets in which KCPL competes; (b) state, federal and
foreign regulation and possible additional reductions in
regulated electric rates; (c) weather conditions; (d)
financial market conditions, including, but not limited to
changes in interest rates; (e) inflation rates; (f) changing
competition, including, but not limited to, the deregulation
of the United States electric utility industry, and the
entry of new competitors; (g) the ability to carry out
marketing and sales plans; (h) the ability to achieve
generation planning goals and the occurrence of unplanned
generation outages; (i) the ability to enter new markets
successfully and capitalize on growth opportunities in non-
regulated businesses, and (j) adverse changes in applicable
laws, regulations or rules governing environmental, tax or
accounting matters.
The previous materials contain certain statements of
opinion and belief.
[KCPL logo]
NOTES
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ENERGY, PROGRESS, INNOVATION
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[KCPL logo]
[KCPL logo]