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_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 8 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 52 Advertisement appearing in newspapers commencing
July 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: July 18, 1996
EXHIBIT INDEX
Exhibit No. Description Page
Exhibit 52 Advertisement appearing in newspapers commencing July 18, 1996
Exhibit 52
[Advertisement appearing in newspapers commencing July 18, 1996]
To [KCPL logo] Shareholders:
WHAT WILL WESTERN'S STOCK REALLY BE WORTH?
IS IT WORTH THE RISK?
Western Resources is offering to exchange its stock for your KCPL
shares. Western's forecast of 1998 earnings of a combined
Western/KCPL is $2.52 per share. But we see a problem with
Western's numbers. We think they just don't add up.
ASK YOURSELF SOME IMPORTANT QUESTIONS
In making any decision based on Western's projections, we think
there are three very important questions that need to be asked.
These questions and our answers are below:
1. Do Western's projections take into account the NO
$105 million annual rate reduction recommended by
the staff of the Kansas Corporation Commission (KCC)?
2. Do Western's projections accurately reflect the NO
amount of merger-related savings achievable from
a Western/KCPL combination?
3. Do Western's projections accurately reflect the NO
percentage of merger-related savings which Kansas
and Missouri would allow Western to retain?
HERE'S HOW THE ANSWERS COULD IMPACT WESTERN'S STOCK PRICE
Western's Own Forecast of 1998 Earnings Per $2.52
Share for Western/KCPL Combination(1)
Adjustment to Reflect $105 Million Rate -0.22
Reduction Recommended by Kansas Corporation
Commission Staff(2)
Adjustment to Reflect Overstatement of -0.11
Merger-Related Savings by Western(3) ______
Adjustment to Reflect Total Overstatement -0.33 -0.33
of Western's Earnings Forecast _____
Revised Estimate of Western's 1998 Earnings $2.19
per Share for Western/KCPL Combination
IMPLIED REDUCTION IN WESTERN COMMON STOCK -$3.80
VALUE IN 1998 BASED ON ASSUMED PRICE/
EARNINGS RATIO OF 11.5(4)
If Western's per share earnings are overstated by $0.33 as shown
in this chart, then multiplying the $0.33 overstatement by an
assumed price/earnings ratio of 11.5 indicates that WESTERN'S
1998 STOCK PRICE COULD BE REDUCED BY APPROXIMATELY $3.80 PER
SHARE.
Even Western acknowledges in its own Prospectus dated July 3,
1996 that:
"[T]here can be no assurance that the KCC staff's recommendations
will not be adopted, or if adopted, will not have an adverse
effect on Western Resources' consummation of the Offer and the
Merger, on the Regulatory Plan or on Western Resources' ability
to achieve its projected post-Merger dividend rates."
IF WESTERN'S PROJECTED PER SHARE EARNINGS ARE OVERSTATED, DO YOU
REALLY THINK WESTERN WILL BE ABLE TO PAY DIVIDENDS AT ITS
PROMISED RATE?
_________________________________________________________________
VOTE FOR THE KCPL/UTILICORP MERGER
ON THE WHITE PROXY CARD TODAY
_________________________________________________________________
If you have any questions or need assistance in completing the
WHITE proxy card, please call KCPL Investor Relations, toll free,
at 1-800-245-5275 or our proxy solicitor, D. F. King & Co., Inc.,
toll free, at 1-800-714-3312.
July 18, 1996 KANSAS CITY POWER & LIGHT COMPANY
(1)As reported in the Western Prospectus dated July 3, 1996 and
excluding costs to achieve savings and transaction costs. In the
Western Prospectus, Western estimated earnings per share for 1998
based on Western's closing stock price on July 2, 1996 resulting
in an exchange ratio of 1.01224.
(2)Assumes that Western underestimated the rate reduction by
$46.3 million, derived by subtracting from Kansas Corporation
Commission staff's recommended $105 million annual rate reduction
both (i) Western's proposal for an $8.7 million rate reduction
and (ii) Western's proposal for $50 million accelerated
depreciation of its investment in the Wolf Creek nuclear plant.
The $46.3 million adjustment as reduced by 40% to reflect the
effect of taxes results in an after-tax adjustment of $27.78
million, which results in a reduction to earnings per share of
approximately $0.22 based upon 128,136,000 shares outstanding.
(3)Assumes that $70.421 million in first year savings claimed by
Western in the Western Prospectus are overstated by $23.474
million. KCPL's analysis of Western's claimed merger-related
savings indicates that Western overestimated total purchasing
savings by 62.7% and overestimated total administrative savings
by 48.5%. Applying such percentages to the first year purchasing
and administrative savings in the Western Prospectus indicates
that first year merger-related savings are overstated by slightly
more than one-third. One-third of Western's estimate of $70.421
million equals $23.474 million. The $23.474 million adjustment
as reduced by 40% to reflect the effect of taxes results in an
after-tax adjustment of $14.084 million, which results in a
reduction to earnings per share of approximately $0.11 based upon
128,136,000 shares outstanding.
(4)Utility industry estimated average for 1996 as calculated in
Merrill Lynch, Pierce, Fenner & Smith Incorporated report dated
June 24, 1996.
The foregoing materials contain certain statements of opinion and
belief of KCPL. Certain information in these materials is
provided to facilitate an analysis of the potential value of
Western's proposal. The implied reduction, if any, in Western's
common stock value may be greater or less than indicated above.