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_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 6 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 8. Additional Information to be Furnished.
On July 15, 1996, KCPL and the individual counterclaim
defendants filed in the United States District Court for the
Western District of Missouri a motion for partial summary
judgment on Count II of KCPL's Complaint and Count I of the
Counterclaim of Western Resources and Robert L. Rives,
insofar as such claims for relief implicate strictly the legal
issue of whether the structure of the Merger Agreement is legal
(and not ultra vires or illegal) under applicable statutory law.
The motion requested a partial declaratory judgment stating that
the form of the business combination contemplated by the Merger
Agreement may be consummated without (i) being approved by a vote
of two-thirds of KCPL's outstanding shares and (ii) providing
KCPL's shareholders with dissenters' rights.
On July 15, 1996, the District Court held a telephone
conference regarding further proceedings before it. In the
telephone conference, KCPL agreed to comply with the District
Court's July 3, 1996 order to produce the documents listed on
KCPL's privilege log. The District Court indicated that its
order staying discovery was no longer in force, and discovery is
proceeding. KCPL orally informed the Clerk of the Court for the
U.S. Court of Appeals for the Eighth Circuit that KCPL would not
pursue its Petition for Writ of Mandamus.
Item 9. Material to be Filed as Exhibits.
The following Exhibit is filed herewith:
Exhibit 49 Excerpt from employee newsletter distributed July 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: July 16, 1996
EXHIBIT INDEX
Exhibit No. Description Page
Exhibit 49 Excerpt from employee newsletter distributed
July 16, 1996
Exhibit 49
[Excerpt from KCPL employee informational newsletter]
KCPL BOARD REAFFIRMS SUPPORT FOR UTILICORP MERGER
After clearing the Securities and Exchange Commission,
Western Resources wasted no time making formal its hostile
stock exchange offer. As required by law and dictated by
prudence, KCPL's Board of Directors met to consider
Western's offer and provide a response.
As it has since Western began its hostile move in
April, KCPL's board again reaffirmed its support for a
strategic merger with UtiliCorp. With one member absent due
to illness, those directors present unanimously voted to
recommend that KCPL shareholders reject Western's exchange
offer.
In the company's official response to Western,
President Drue Jennings said, "There are many reasons why we
think that Western is an unattractive partner. Of paramount
concern is our belief that Western's hostile offer is based
on a number of faulty assumptions that raise serious
questions as to Western's financial prospects and its
ability to sustain dividends at its promised dividend rate."
Jennings reiterated the primary areas of concern:
- - Western faces significant rate reductions that KCPL
believes will imperil its ability to sustain promised
dividends.
- - KCPL believes that reductions in merger-related savings
realized and/or retained will further hamper Western's
ability to make its promised dividend payments.
- - KCPL believes that Western will be under pressure to
reduce rates for its KGE customers, further threatening its
ability to make its promised dividend payments.
- - KCPL/Western combination would concentrate risk in a
single asset and a single geographic market.
- - The KCPL board questions Western's commitment to KCPL
employees because Western's filings with the Kansas
Corporation Commission state that 531 employee positions
will be eliminated and all resulting savings will be
available by Jan. 1, 1998.
- - Western's hostile offer is conditioned on its
transaction being accounted for as a "pooling of interests,"
and KCPL does not believe that such accounting treatment
will be available.
In his letter to shareholders dated July 5, Jennings
included a chart that explains KCPL's belief that Western's
earnings forecasts and merger-related savings estimates are
overstated. A full copy of that letter and the news release
describing the reasons for the board's action are available
through Merger Central (see page 3), KCPL's website and
Merger Update in CorpInfo.