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_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 11 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 58 Letter sent to various analysts/portfolio managers
commencing July 23, 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 23, 1996
EXHIBIT INDEX
Exhibit No. Description Page
__________ ___________________________________________________ ____
Exhibit 58 Letter sent to various analysts/portfolio managers
commencing July 23, 1996
Exhibit 58
[Form of letter sent to various analysts/portfolio managers
commencing July 23, 1996]
[date]
[inside address]
Dear [name]:
Kansas City Power & Light Company is pleased to note that
David Parker of Robert W. Baird & Co Inc. recently changed his
recommendation and now backs the KCPL/UtiliCorp merger. In a
First Call report dated July 19, 1996, Mr. Parker raises some of
the same concerns we have regarding Western's sustainable
earnings and dividend levels and therefore, its stock price.
In particular, Mr. Parker said, "...the long and bumpy road
[Western Resources'] merger would face raises significant
uncertainties concerning the true value of WR's bid. If
shareholders do not approve a UCU/KLT merger, we do not believe
the KLT board will support a combination with WR, keeping the
tone of the courting relationship very unfriendly. Since
friendly utility combinations are moving at a snails pace, we
expect an unfriendly merger to move at a glacial speed."
Thank you again for taking time recently to discuss with us
the strategic benefits of the KCPL/UCU merger. If you need
additional information, please feel free to call me.
Sincerely,
/s/David Myers
David Myers
Manager, Investor Relations
KCPL
(816) 556-2312