Power & Light Co. for about $2.7 billion in stock and assumed debt, in the first successful hostile takeover of a US utility.

Western will pay $32 a share in stock for each of Kansas City Power's about 61.1 million shares outstanding, and assume $835 million in debt. Western spent nine months pursuing Kansas City Power, winning only after it became clear it would get enough shareholder proxies to throw out the board of the neighbouring company. The acquisition advances Western's plan to become a nationwide electricity, natural gas and home security provider as competition comes to US power sales over the next few years.

"They take a step closer to being in charge of their destiny in a deregulated world,'' said John Edwards of Redwood Securities.

Though contentious before the utilities agreed to merger talks, the companies' two top managers will remain after the companies are joined. Western's chairman and chief executive, John Hayes, will retain his posts. Kansas City Power chairman A. Drue Jennings will become vice chairman of Western.

Jennings said that though "harsh words'' were exchanged between the two companies during the proxy battle, the fight is behind them. Further, Jennings said, he and Hayes never personally exchanged jibes.

The acquisition still needs the approval of Kansas and Missouri regulators and the Federal Energy Regulatory Commission.

Western's acquisition plan is still incomplete. In December, it launched a $3.5 billion hostile effort aimed at giving it complete control of Bermuda-based ADT Ltd., the largest provider of electronic security services in the US.

Standard & Poor's repeated that ratings for some of two utilities' debt are on watch with negative implications, because Kansas City Power is uniting with a lower rated company, and the ADT acquisition could mean "financial erosion'' for Western.

Buying Kansas City Power won't lower Western's earnings, said Edward Tirello, an analyst with NatWest Securities. Earnings are likely to rise within a few years of the acquisition, he said.

Though it began its takeover attempt in April, Western's proxy fight didn't bring Kansas City Power to the bargaining table until November. Western said it had succeeded in winning 49 percent of shareholder proxies, many more votes than Western had predicted it would take to replace Kansas City Power's board.

Before Western's offer, Kansas City Power had arranged a merger with UtiliCorp United Inc., another Missouri utility. Western helped killed the rival plan by raising its bid in June, prompting Kansas City Power shareholders to turn down UtiliCorp.

Kansas City Power said it would make a $53 million payment to UtiliCorp owed because of the failure of the two companies' merger plan.

Adding Kansas City Power would give Western Resources another 435,000 electric power customers. Western Resources said the combined company would save $1 billion in ten years.

Western Resources wants to grow from a Midwestern utility with 600,000 electric customers and 650,000 natural gas customers to a company that also sells natural gas, security systems and other services, including selling power to other utilities.

For that reason, Western Resources is also attempting its takeover of ADT, which operates systems in more than one million homes and businesses. In December, Western Resources gained marketing access to 735,000 homes and businesses in Oklahoma through an arrangement with Oneok Inc., a natural gas company. Western Resources will receive 45 percent of Oneok's stock in exchange for selling Oneok its natural gas plants and pipelines.