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_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 17 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 Exhibits are filed herewith:
Exhibit 70 Other solicitation materials.
Exhibit 71 Press release issued by KCPL on July 31, 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 31, 1996
EXHIBIT INDEX
Exhibit No. Description Page
__________ _____________________________________________ ____
Exhibit 70 Other solicitation materials
Exhibit 71 Press release issued by KCPL on July 31, 1996
Exhibit 70
Merger FAQ
What the Analysts Are Saying
The following are quotes from analysts' reports of certain
statements of belief that KCPL shares. "KLT" is our stock
ticker symbol, and when used below refers to KCPL.
ROBERT W. BAIRD & CO., JULY 19, 1996
[T]he long and bumpy road this [KCPL/Western] 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 snail's pace, we expect an
unfriendly merger to move at a glacial speed.
J.P. MORGAN SECURITIES, JULY 23, 1996
[T]he assumptions needed to make the WR offer and all its
component parts a realization seem to be a bit aggressive
and are somewhat questionable. Moreover, the long-term,
strategic benefits and growth opportunities created by a
UCU/KLT merger appear greater. . . .
PAINEWEBBER, JULY 16, 1996
We believe that the proposed UtiliCorp and Kansas City
(Power & Light) merger presents an attractive opportunity
for both companies to significantly enhance their growth
prospects. UtiliCorp has been a market leader in
international projects while developing a successful energy
marketing affiliate. Coupled with KCPL's financial strength,
urban service territory and generation experience, the new
company should be well positioned for the changes embracing
the electric markets. . . . We believe the proposed merger
strategically positions both companies to participate in the
developing competitive energy environment.
Merger FAQ
Vote Your Proxy -- Today
In meetings with officers and in calls to the Merger
Hotline, employees asked a variety of questions about voting
their proxies. Following are answers to some of the most
frequently asked questions. Additional questions should be
directed to supervisors or the Employee Merger Hotline --
800-718-8878.
Q: Does the company really need the employee vote to approve
the merger?
A: Every vote is important to the success of the merger. As
you know, the merger requires a majority of the shares
voted in order to pass. Thus, the vote exemplifies the
democratic principle: the majority rules. Employee
shareholder votes are just as important as votes from any
other group.
Q: Are votes a matter of public record?
A: The only part of the vote that will be made public is the
percentage of shares voted yes or no.
Q: If I voted my proxy in May, do I need to vote again?
A: Yes. The votes solicited prior to May 22 are not
applicable to the new meeting. To have your vote count,
you need to vote again.
Q: I've received numerous white proxy cards from KCPL. Do I
need to send back each one?
A: The only reason to send in more than one white proxy card
is if you want to change the way you voted. Only the last
card received will be counted.
Q: What should I do with the gold proxy cards Western keeps
sending?
A: You are not required to do anything with the gold proxy
cards. You may discard them if you like.
Q: Will the results of the vote be announced on August 7?
A: The results will be made public when the process of
counting and verifying the votes is complete. We expect
that process to take several weeks after the vote.
Exhibit 71
[Press release issued by KCPL on July 31, 1996]
[KCPL logo]
FOR IMMEDIATE RELEASE
Media Contacts: Investor Contact:
Pam Levetzow David Myers
816 / 556-2926 816 / 556-2312
Phyllis Desbien
816 / 556-2903
Joel Frank/Dan Katcher
Abernathy MacGregor Group
212 / 371-5999
KCPL RESPONDS TO ISS RECOMMENDATION
KANSAS CITY, MISSOURI (July 31, 1996) -- Kansas City Power &
Light Company's (NYSE: KLT) Chairman of the Board, President and
Chief Executive Officer, Drue Jennings, today in response to
Institutional Shareholder Services' (ISS) report made the
following statement:
"We believe ISS has not properly considered either the future
value of Western Resources' stock or the substantial difficulties
facing Western in consummating its hostile offer.
"The resolve of the KCPL Board is firm -- a combination with
Western does not make sense. A failure to approve the
KCPL/UtiliCorp merger would deprive KCPL shareholders of the
potential for additional growth in revenue, income, share value,
and an 18% increase in annual dividends. There is no assurance
that Western Resources' hostile exchange offer -- which has been
unanimously rejected by the KCPL Board -- would ever be
completed.
"The Board of KCPL has a fiduciary obligation to its shareholders
and firmly believes that a strategic merger with UtiliCorp is in
the best interest of shareholders. We can only assume that ISS
did not fully understand the upside potential of the UtiliCorp
merger. We are deeply gratified by the overwhelming support of
this planned, strategic merger from such diverse groups as
shareholders, legislators, employees, and community groups. We
believe the facts continue to speak for themselves: the friendly
merger of equals between KCPL and UtiliCorp offers the best
prospects for growth."
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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