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_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 54 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 133 Press release jointly issued by KCPL and
Western Resources on February 7, 1997.
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: February 7, 1997
EXHIBIT INDEX
Exhibit No.
Description Page
Exhibit 133 Press release jointly issued by KCPL and
Western Resources on February 7, 1997.
Media Contacts: Media Contact:
Pam Levetzow (816) 556-2926 Michel' J. Philipp (913) 575-1927
Phyllis Desbien (816) 556-2903 Robin Lampe (913) 575-6468
Investor Contact: Investor Contact:
David Myers (816) 556-2312 Rick Kready (913) 575-8226
JOINT NEWS RELEASE
KCPL, WESTERN RESOURCES FIND COMMON GROUND,
ANNOUNCE AGREEMENT TO MERGE
TRANSACTION VALUED AT $2 BILLION
KANSAS CITY, Missouri, and TOPEKA, Kansas, February 7, 1997 --
Citing the need to join forces in a rapidly changing marketplace, the
boards of directors of Kansas City Power & Light Company (NYSE:KLT)
and Western Resources, Inc. (NYSE:WR) said today they have approved a
merger of the two companies.
In separate meetings, the two boards of directors approved a
definitive merger agreement that provides for a tax-free, stock-for-
transaction valued at approximately $2 billion.
Under the terms of the agreement, KCPL shareowners will receive
$32 of Western Resources' common stock per KCPL share*.
This merger, which is intended to be accounted for as a pooling-
of-interests transaction, will create a company with more than 2
million security and energy customers, $9.5 billion in assets, $3
billion in annual revenues and more than 8,000 megawatts of electric
generation resources.
"We are pleased to be working together to take advantage of the
tremendous opportunities this merger presents," said John E. Hayes,
Jr., Western Resources chairman of the board and chief executive
officer. "We are excited about bringing the exceptional talents and
skills of all employees together as we continue to position this new
company that will benefit customers, shareowners, and our respective
communities."
Both Hayes, and Drue Jennings, KCPL chairman of the board,
president, and chief executive officer, said that resolution of the
outstanding merger issues will enable the strategic initiatives of
both companies to go forward to meet the changing energy marketplace.
"This transaction provides significant tangible benefits for all
involved," said Jennings. "An increase in the per share price, our
mutual commitment to no employee layoffs, and long-range cost savings
of $1 billion during 10 years exemplify what our two companies can do
together immediately. And in the future, this combination will create
value for shareowners and choices for customers as we position
ourselves to be a premier energy and security provider throughout the
nation.
"We are both gratified to continue our long association in the
new company, building on each other's strengths to create a company
poised for the future."
Hayes will remain chairman of the board and chief executive
officer. Jennings will become vice chairman of the board of Western
Resources and be responsible for electric utility operations of the
combined company upon completion of the merger. Six members of the
KCPL board will join the board of directors of Western Resources.
KCPL, as a division of Western Resources, will continue to have its
own board and retain its headquarters in Kansas City, Missouri.
"Western Resources has taken increasingly bold actions that
position the company for a competitive marketplace and that will
complement KCPL strengths," said Jennings.
The merger is conditioned, among other things, upon the approvals
of each company's shareowners and the necessary review and approvals
of various regulatory agencies, principally the Kansas Corporation
Commission, Missouri Public Service Commission, Nuclear Regulatory
Commission, and the Federal Energy Regulatory Commission.
As a result of the merger agreement, Western Resources will
terminate its exchange offer.
-30-
Kansas City Power & Light Company (NYSE:KLT) provides electric
power to a growing and diversified service territory encompassing
metropolitan Kansas City, 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 nonregulated, primarily energy-related
ventures.
For more information about KCPL, visit http://www.kcpl.com
Western Resources (NYSE:WR) is a full-service, diversified energy
company with total assets of more than $6 billion. Its utilities, KPL
and KGE, operating in Kansas and Oklahoma, provide natural gas service
to approximately 650,000 customers and electric service to
approximately 600,000 customers. Through its unregulated
subsidiaries, Westar Energy, Westar Security, Westar Capital, and The
Wing Group, a full range of energy, security and related products and
services are developed and marketed in the continental U.S., and
offshore.
For more information about Western Resources and its operating
companies, visit us on the Internet at http://www.wstnres.com.
*Subject to an exchange ratio collar of 0.917 to 1.100 Western
Resources shares for each KCPL share.
Attention media:
John E. Hayes, Jr., Western Resources chairman of the board and
chief executive officer, and Drue Jennings, KCPL chairman of the
board, president, and chief executive officer, will conduct a news
teleconference at 3 p.m. CST today regarding the following
announcement.
To participate in this news conference, call (800) 289-0730. The
confirmation number is 311679.
Media only is invited to participate.
Western Resources/KCPL
Creating the future
*More than 2 million security and energy customers
*Largest operational fixed-point network for utility automation
in the world, serving more than 365,000 residential customers in
Kansas and Missouri.
*Third largest provider of security services in the United States
with more than 400,000 customers and 46 branch offices in 44
states
*Access to more than 1.4 million natural gas customers in Kansas
and Oklahoma through pending ONEOK alliance
*$9.5 billion in combined assets
*$3 billion in combined annual revenues
*More than 8,000 megawatts of combined electric generation
resources
*More than 8,000 miles of transmission lines
*Joint ownership in one of the nation's safest and most efficient
nuclear plants
*Largest shareholder in ADT Limited, the world's largest provider
of monitored security services
*Power plant development projects in Argentina, China, Turkey,
Colombia
*Investment in fiber optic network, telecommunications system in
11 states
Combined company profile
Western Merged National
Resources KCPL Company Rank
Electric 605,000 430,000 1,035,000 34th
Customers
Security 430,000 0 430,000 3rd
Customers
Gas Customers* 1,400,000 0 1,400,000 8th
Annual Revenues $2.05 billion $904 million $2.95 billion 33rd**
Assets $6.6 billion $2.9 billion $9.5 billion 24th
Transmission 6,300 1,700 8,000 n/a
Lines (miles)
Generating 5,300 3,100 8,400 n/a
Capacity (MW)
Employees 5,960 2,304 8,264 n/a
* With completion of the WR/ONEOK strategic alliance, the company
will have access to approximately 1.4 million natural gas
customers
**Based on retail electric revenues
Western Resources/KCPL
Transaction terms
Agreement:
The boards of directors of Kansas City Power & Light
(NYSE:KLT) and Western Resources, Inc., (NYSE:WR) have approved a
merger of the two companies, which is intended to be accounted
for as a pooling-of-interests transaction.
Details of Transaction:
KCPL shareowners will receive $32 of Western Resources'
common stock per KCPL share*
Tax-free, stock-for-stock transaction valued at
approximately $2 billion
Six members of the KCPL board will join the board of
directors of Western Resources
KCPL, as a division of Western Resources, will continue to
have its own board and retain its headquarters in Kansas City,
Missouri
As a result of the merger agreement, Western Resources will
terminate its exchange offer
Western Resources' headquarters will remain in Topeka, KGE's
in Wichita, and KPL's in Topeka
Required Approval:
Shareowners of each company, review and approval of various
regulatory agencies: Kansas Corporation Commission, Missouri
Public Service Commission, Nuclear Regulatory Commission, and the
Federal Energy Regulatory Commission
*Subject to an exchange ratio collar of .917 to 1.100 Western
Resources shares for each KCPL share.
Western Resources/KCPL
Transaction terms
Agreement:
The boards of directors of Kansas City Power & Light
(NYSE:KLT) and Western Resources, Inc. (NYSE:WR) have approved a
merger of the two companies, which is intended to be accounted
for as a pooling-of-interests transaction.
Details of Transaction:
KCPL shareowners will receive $32 of Western Resources'
common stock per KCPL share*
Tax-free, stock-for-stock transaction valued at
approximately $2 billion
Six members of the KCPL board will join the board of
directors of Western Resources
KCPL, as a division of Western Resources, will continue to
have its own board and retain its headquarters in Kansas City,
Missouri
As a result of the merger agreement, Western Resources will
terminate its exchange offer
Western Resources' headquarters will remain in Topeka, KGE's
in Wichita, and KPL's in Topeka
Required Approval:
Shareowners of each company, review and approval of various
regulatory agencies: Kansas Corporation Commission, Missouri
Public Service Commission, Nuclear Regulatory Commission, and the
Federal Energy Regulatory Commission
*Subject to an exchange ratio collar of .917 to 1.100 Western
Resources shares for each KCPL share.