View:
_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 30 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 100 Excerpt from script for KCPL employee information
hotline bulletin issued on August 16, 1996.
Exhibit 101 Press release issued by KCPL on August 16, 1996.
Exhibit 102 Letter to KCPL employees issued August 16, 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: August 16, 1996
EXHIBIT INDEX
Exhibit No. Description Page
__________ _________________________________________________ ____
Exhibit 100 Excerpt from script for KCPL employee information
hotline bulletin issued on August 16, 1996.
Exhibit 101 Press release issued by KCPL on August 16, 1996.
Exhibit 102 Letter to KCPL employees issued August 16, 1996.
Exhibit 100
[Excerpt from script for KCPL employee information hotline
bulletin issued on August 16]
The special shareholders' meeting to vote on the
KCPL/UtiliCorp merger is scheduled for 10 a.m. today at the
Westin Crown Center. Although the vote will be taken today, it
may be several weeks before the results are tabulated due to the
fact that cards from both KCPL and Western must be counted.
Prior to the closing of the polls at the special meeting,
all proxy cards and ballots will be turned over to the
independent inspector of election who, over the next several
weeks, will tabulate the vote. It is anticipated that the
preliminary tabulation will be provided to both KCPL and Western
Resources by early- to mid-September and that the final
tabulation will be certified a short time later. KCPL will
publicly announce the final results once they are made available.
Assuming that at least a majority of those shares voting at
today's meeting vote in favor of the KCPL/UtiliCorp merger, the
merger will still not be considered approved by KCPL shareholders
unless and until the August 2, 1996, ruling of the U.S. District
Court for the Western District of Missouri in the shareholder
litigation is successfully appealed.
--------
Exhibit 101
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 THANKS SHAREHOLDERS FOR THEIR SUPPORT
____________________________________________________
KANSAS CITY, MISSOURI (AUGUST 16, 1996) -- At today's Special
Meeting of Shareholders, Kansas City Power & Light Company's
chairman Drue Jennings thanked KCPL shareholders for their
support and patience throughout this lengthy contested
solicitation and expressed optimism about the outcome of the
vote.
Prior to the closing of the polls at the Special Meeting of
Shareholders, all proxy cards and ballots were turned over to the
independent inspector of election, Corporation Trust Company,
who, over the next several weeks, will tabulate the vote. It is
expected that the preliminary tabulation will be provided to both
sides sometime in September and that the final results will be
certified a short time later. KCPL will publicly announce the
final results once they are made available to them. Following
the presentation of the preliminary vote to KCPL and Western
Resources, both sides will have the opportunity to examine and
challenge the proxy tabulation.
The KCPL Board has rejected Western's hostile exchange offer, and
recommended that shareholders not tender their shares to Western.
Although Western's hostile exchange offer currently has an
expiration date of September 20, 1996, its 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 102
August 16, 1996
To all KCPL employees:
As you are well aware, the vote on our merger with UtiliCorp
was taken at the Special Meeting of Shareholders this
morning. I want to thank all of you for your continued
support and enthusiasm throughout this lengthy proxy
solicitation process. Although the voting results won't be
known for several weeks, I am optimistic about the outcome.
The vote will be tabulated over the next several weeks by
Corporation Trust Company, the independent inspector of
elections. We anticipate a preliminary tabulation to be
provided to both sides sometime in September, and that the
final results will be certified a short time later. We will
publicly announce the final results once they are available
to us.
In the meantime, I would caution all of you not to be
surprised at any subsequent claims of victory by Western
Resources. Western's exchange offer to our shareholders
doesn't expire until September 20, so its aggressive media
campaign will undoubtedly continue.
Unless Western terminates its hostile exchange offer, it
will be required to extend it from time to time for a
substantial period of time as it won't be able to meet all
conditions and approvals by September 20. Because of this,
there is no reason for KCPL shareholders to tender their
shares.
I appreciate your support in building a competitive and
successful energy company that will be structured and
motivated for our rapidly deregulated industry.
Sincerely,
/s/Drue Jennings
Drue Jennings