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_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 10 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 56 Letter to KCPL shareholders distributed
commencing July 20, 1996.
Exhibit 57 Advertisement appearing in newspapers
commencing July 21, 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 22, 1996
EXHIBIT INDEX
Exhibit No. Description Page
__________ ______________________________________________________ ____
Exhibit 56 Letter to KCPL shareholders distributed commencing
July 20, 1996.
Exhibit 57 Advertisement appearing in newspapers commencing
July 21, 1996.
Exhibit 56
July 19, 1996
Dear Shareholder:
Only two weeks from now -- on August 7, 1996 -- all of us, as
KCPL shareholders, will determine the future course of our
Company. At that time, the Special Meeting of KCPL shareholders
will be held and the votes on the KCPL/UtiliCorp merger will be
counted. In order to ensure that your vote is received in time,
we urge you to vote FOR the KCPL/UtiliCorp merger today on the
enclosed WHITE proxy card.
TOMORROW'S WORLD OF ENERGY BEGINS TODAY
This is a very exciting time for KCPL. A successful vote at the
August 7 meeting will bring us closer to our merger with
UtiliCorp -- a merger which will be on track to be completed in
the second quarter of 1997. The combined company, Maxim
Energies, will join KCPL's strength in regulated businesses with
UtiliCorp's experience in unregulated businesses to form a
dynamic new company uniquely positioned to compete in a rapidly
changing worldwide energy marketplace.
We expect Maxim Energies to bring diversified products and
services to customers, create new markets, grow revenues and
income and, most importantly, increase value for shareholders.
A CLEAR CHOICE FOR THE FUTURE
Many issues have been raised in recent months concerning KCPL's
strategic merger with UtiliCorp and Western Resources' hostile
offer to exchange its shares for your KCPL shares. But when the
focus is on the real issues, we believe the answers are clear.
Throughout this process, we have clearly outlined the many
benefits of a KCPL/UtiliCorp combination. We also have presented
our very significant concerns about the Western Resources offer
and the bases for our conclusions that Western has overstated its
merger-related savings assumptions and understated its rate
reduction assumptions. We have shown in detail how these
assumptions raise serious questions about Western's ability to
pay dividends at its promised rate and the potential negative
effect on the value of Western's stock.
If Western had an effective response to these issues, we have no
doubt they would have presented it to you. Instead, in the
waning weeks of this contest, Western has turned to increasingly
strident and personal attacks on your Company's Board of
Directors and management. The future of KCPL and the value of
your investment are far too important to be overshadowed by these
tactics.
As I stated at the May 22, 1996 Annual Meeting, I am committed to
the future of Maxim Energies, and I plan to be there for a long
time. I look forward to greeting you at the August 7 shareholder
meeting, and at many other shareholder meetings for years to
come.
We strongly urge you to vote FOR the KCPL/UtiliCorp merger today
by signing, dating and returning the enclosed WHITE proxy card in
the accompanying postage-paid return envelope. Your latest dated
proxy card is the only one that will be counted. A failure to
approve the KCPL/UtiliCorp merger would deprive you of its many
benefits, with no assurance that a transaction with Western would
ever occur.
If you have any questions or need assistance in voting your
shares, please call KCPL Investor Relations at 800-245-5275 or
our proxy solicitor, D.F. King & Co., Inc., at 800-714-3312.
I thank you for your continued trust and support.
Sincerely,
/s/Drue Jennings
Exhibit 57
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 what we believe to be the 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. The foregoing contains certain statements of opinion and
belief of KCPL. This information 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.
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 22, 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.