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_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 16 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 69 IBEW position paper distributed to employees
commencing July 30, 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 30, 1996
EXHIBIT INDEX
Exhibit No. Description Page
__________ _______________________________________________________ ____
Exhibit 69 IBEW position paper distributed to employees commencing
July 30, 1996.
[IBEW position paper distributed to employees commencing July 30, 1996]
Exhibit 69
[IBEW logo]
July 29, 1996
POSITION PAPER
TO WHOM IT MAY CONCERN:
On Saturday, July 27, 1996, in the Business Section of the
Kansas City Star the following headlines appeared on Page One.
"Kansas City Power and Light's Union shifts position."
The following statement has been prepared by the President
and the Business Manager of Local 1464 in reply to that headline
and its story content.
"It is the position of Local 1464 and it's leadership that
Mr. Nigel Peck is not now, nor has he ever been, a spokesman for
our Local."
Furthermore, from the very beginning of the merger talks our
primary concern has been job security and the opportunity to play
a significant part in the changing forces driving the business we
have been a part of for these many years. We will not shift from
this position. Our Union has not had a change of heart. We are
not in neutral. We are continuously in motion and we look
forward to the day when every one's total focus can return to the
business of running the best electric utility company in the
country.
/s/Robert N. Madrigal /s/James J. Whalen
Robert N. Madrigal James J. Whalen
Business President