As filed with the Securities and Exchange Commission
on March 10, 1994
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement
Pursuant to Section 14(a) of the
Securities Exchange Age of 1934
Filed by the Registrant. [X]
Filed by a Party other than the Registrant. [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
Kansas City Power & Light Company
(Exact name of registrant as specified in its charter)
Missouri 44-0308720
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
1201 Walnut
Kansas City, Missouri 64106
(816) 556-2200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Jeanie Sell Latz, Corporate Secretary
1201 Walnut
Kansas City, Missouri 64106
(816) 556-2936
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee competed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:_/
4) Proposed maximum aggregate value of transaction:
_/Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
------------------
<PAGE>
KANSAS CITY POWER & LIGHT COMPANY
1201 Walnut
Kansas City, Missouri 64106
___________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 3, 1994
Notice is hereby given that the Annual Meeting of Shareholders of KANSAS
CITY POWER & LIGHT COMPANY will be held at the Nelson-Atkins Museum of Art,
4525 Oak Street, Kansas City, Missouri, on Tuesday, May 3, 1994, commencing
at 10:00 a.m., Kansas City time, to consider and act upon the following
matters and such other business as may properly come before the meeting and
any adjournment or adjournments thereof:
1. The election of nine directors; and
2. A proposal to ratify and approve the Board of Directors'
appointment of Coopers & Lybrand as independent public accountants
for 1994.
The holders of record of the outstanding Common Stock of the Company at
the close of business on February 28, 1994, are entitled to vote at the
meeting.
By Order of the Board of Directors,
JEANIE SELL LATZ
Secretary
Kansas City, Missouri
March 11, 1994
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE TO WHICH NO POSTAGE
NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
<PAGE>
KANSAS CITY POWER & LIGHT COMPANY
1201 Walnut
Kansas City, Missouri 64106
_________
PROXY STATEMENT
March 11, 1994
This Proxy Statement is furnished in connection with the Annual Meeting
of Shareholders of Kansas City Power & Light Company ("Company") to be held
at the Nelson-Atkins Museum of Art, 4525 Oak Street, Kansas City, Missouri,
on Tuesday, May 3, 1994, commencing at 10:00 a.m., Kansas City time, and any
adjournment or adjournments thereof. This proxy statement and accompanying
proxy will be mailed to the shareholders of the Company on or about March 11,
1994.
ACTION TO BE TAKEN AT THE MEETING
The following matters will be acted on at the meeting:
1. The election of nine directors; and
2. A proposal to ratify and approve the Board of Directors'
appointment of Coopers & Lybrand as independent public accountants
for 1994.
Management does not intend to bring before the meeting any business other
than the matters set forth above and knows of no other matters that may be
brought before the meeting. However, if any other matters properly come
before the meeting, or any adjournment or adjournments thereof (including
procedural matters arising during the course thereof), the persons named in
the enclosed proxy will vote said proxy in accordance with their judgment on
such matters, insofar as such proxies are not limited to the contrary.
<PAGE>
ITEM 1.
ELECTION OF DIRECTORS
A board of nine directors will be elected at the Annual Meeting of
Shareholders to hold office until the next Annual Meeting of Shareholders in
1995, and until their successors shall be elected and qualified. Eight of the
nominees are present directors of the Company; David L. Bodde is a nominee for
the first time, replacing George A. Russell who is retiring from the Board
after serving nine years as a director.
It is intended that proxies given pursuant to this solicitation will be
voted for the nominees for directors whose names are hereinafter set forth,
but if any other candidate for director is proposed at the meeting, such
proxies may be voted cumulatively for less than all of the nominees named
herein. In case any of the nominees named herein should become unavailable
for election to the Board of Directors for any reason, such proxies may be
voted for the election of a nominee to be designated by the Board. Each of
the nominees named herein has consented to being named as a nominee and to
serve as a director if elected, and the Board has no reason to believe that
any of the nominees named herein will be unavailable for election.
Nominees for Directors
David L. Bodde
Dr. Bodde, 51, is Vice President of Midwest Research Institute (MRI), and
President of its subsidiary, MRI-Ventures. MRI is a not-for-profit research
laboratory with an emphasis in energy and environmental technologies. He
served as Executive Director of the National Academy of Sciences in the area
of engineering and applied science from April 1986 through May 1991.
William H. Clark Director since 1983
Mr. Clark, 62, is President of the Urban League of Greater Kansas City, a
community service agency which has a major focus on intergroup relations and
human services. Mr. Clark is a member of the Executive and Community
Development Committees.
Robert J. Dineen Director since 1987
Mr. Dineen, 64, is Chairman of Layne, Inc., a Kansas City-based provider of
drilling services for the water supply, mineral exploration, and environmental
investigation and remediation industries. He was President and Chief
Executive Officer of the Marley Company from May 1986 through August 1993.
Mr. Dineen is a member of the Executive, Nominating & Compensation, and
Nuclear Affairs Committees.
Arthur J. Doyle Director since 1976
Mr. Doyle, 70, is a retired Chairman of the Board, former President and Chief
Executive Officer of the Company. Mr. Doyle is a member of the Executive,
Audit and Nuclear Affairs Committees.
W. Thomas Grant II Director since 1989
Mr. Grant, 43, is Chairman of the Board and Chief Executive Officer of
Seafield Capital Corporation (previously BMA Corporation), a Kansas City-based
diversified company providing insurance, financial and laboratory services.
He was named Chairman of the Board in May 1993 and Chief Executive Officer
in 1986. He is also a director of Commerce Bancshares, Inc., Home Office
Reference Laboratory, Inc. and Response Technologies, Inc. Mr. Grant is a
member of the Audit and Community Development Committees.
A. Drue Jennings Director since 1987
Mr. Jennings, 47, is Chairman of the Board, President and Chief Executive
Officer of the Company. He was named Chairman of the Board in 1991 and Chief
Executive Officer in 1988. Mr. Jennings is a member of the Executive
Committee.
George E. Nettels, Jr. Director since 1980
Mr. Nettels, 66, is Chairman of the Board of Midwest Minerals, Inc., a Kansas-
based company involved in construction mineral processing and quarry
operations. He is also President of Yampa Resource Associates, Inc., a mined
land reclamation operation. Mr. Nettels is a member of the Nominating &
Compensation and Nuclear Affairs Committees.
Linda Hood Talbott Director since 1983
Dr. Talbott, 53, is President of Talbott & Associates, consultants in
strategic planning, philanthropic management, and development to foundations,
corporations, and the nonprofit sector. Prior to January 1994 she was
President of the Clearinghouse for Midcontinent Foundations. Dr. Talbott is
a member of the Audit and Community Development Committees.
Robert H. West Director since 1980
Mr. West, 55, is Chairman of the Board and Chief Executive Officer of Butler
Manufacturing Company, a supplier of non-residential building systems,
specialty components and construction services; he is also a director of Santa
Fe Pacific Corporation and Commerce Bancshares, Inc. Mr. West is a member of
the Executive and Nominating & Compensation Committees.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has five standing committees: an Executive
Committee, an Audit Committee, a Nominating & Compensation Committee, a
Nuclear Affairs Committee and a Community Development Committee. Committee
work is accomplished by members informally as well as at meetings formally
called.
The Executive Committee serves during the intervals between meetings of
the Board and may exercise any and all of the powers of the Board of Directors
in the management of the business of the Company. The Executive Committee,
which met once during 1993, presently consists of Messrs. Jennings, Doyle,
Clark, Dineen, and West.
The primary functions of the Audit Committee, which met twice during
1993, are to (i) make recommendations to the Board of Directors concerning the
selection of auditors, (ii) review the results and scope of the audits, and
(iii) examine other matters relating to the internal and external audit of the
Company's accounts and the financial affairs of the Company. Dr. Talbott,
Messrs. Doyle, Grant and Russell presently serve as members of the Audit
Committee.
The Nominating & Compensation Committee makes recommendations to the
Board of Directors for the nomination of persons to serve as (i) members of
the Board of Directors, (ii) Chairman of the Board, (iii) President, and (iv)
Chief Executive Officer, and the Committee administers the Company's Long-Term
Incentive Plan and makes recommendations with respect to the compensation to
be paid to the Board members and officers. The Nominating & Compensation
Committee, which met four times during 1993, presently consists of Messrs.
West, Nettels and Dineen. Shareholders wishing to submit the name of a
candidate for the Board of Directors for consideration by the Nominating &
Compensation Committee should submit their recommendations, along with
biographical information, to the Secretary of the Company.
The Nuclear Affairs Committee monitors, reviews, evaluates and makes
recommendations with respect to nuclear matters and affairs. The Nuclear
Affairs Committee, which met once during 1993, presently consists of Messrs.
Doyle, Nettels, Dineen and Russell.
The functions of the Community Development Committee, which met twice
during 1993, are to (i) establish guidelines for execution of the policy
dimensions on community development, (ii) recommend an annual community
development budget to the Board, (iii) approve community development
expenditures, and (iv) receive and transmit to the Board the annual report of
community development activities and expenditures. Messrs. Clark and Grant
and Dr. Talbott presently serve on the Community Development Committee.
Seven meetings of the Board of Directors were held during 1993. Work of
the Company's directors is performed not only at meetings of the Board of
Directors and its committees, but also in the research and study of Company
matters and documents and in numerous communications with the Chairman of the
Board and others. During 1993, each of the directors attended 75% or more of
the meetings of the Board and committees on which they served.
In 1993 non-employee members of the Board of Directors were paid an
annual retainer of $15,000 and attendance fees of $750 for each Board meeting
and $500 for each committee meeting attended.
SECURITY OWNERSHIP
Principal Shareholders
Management has no knowledge of any person (as that term is defined by the
Securities and Exchange Commission) who owns beneficially more than 5% of the
Company's Common Stock.
Securities Owned by Management
The number of shares of Common Stock of the Company beneficially owned
by the directors, the named executive officers (excluding Mr. Miller), and all
directors and officers as a group are set forth below:
<PAGE>
Amount and Nature of
Title of Class Name of Beneficial Owner Beneficial Ownership (1)
Common Stock Bernard J. Beaudoin 6,922(2)
Common Stock David L. Bodde 100
Common Stock William H. Clark 1,022
Common Stock Samuel P. Cowley 11,964(2)
Common Stock Robert J. Dineen 1,600
Common Stock Arthur J. Doyle 17,570(3)
Common Stock W. Thomas Grant II 600
Common Stock Marcus Jackson 5,803(2)
Common Stock A. Drue Jennings 26,369(2)(4)
Common Stock George E. Nettels, Jr. 8,484(5)
Common Stock Linda Hood Talbott 3,632
Common Stock Ronald G. Wasson 7,994(2)
Common Stock Robert H. West 2,492(6)
Common Stock All present officers and 133,569(2)
directors as a group (21
persons)
(1) Shares of the Company's Common Stock owned by any director or officer and
by the directors and officers as a group is less than 1% of such stock.
Unless otherwise specified, each director and named executive officer has
sole voting and sole investment power with respect to the shares
indicated.
(2) Includes shares held pursuant to the Company's Employee Savings Plus
Plan. Also includes exercisable non-qualified stock options granted
under the Long-Term Incentive Plan in the following amounts: Beaudoin,
5,000; Cowley, 2,000; Jackson, 4,000; Jennings, 10,000; and Wasson,
5,000.
(3) The nominee disclaims beneficial ownership of 200 shares reported which
are owned by nominee's wife.
(4) The nominee disclaims beneficial ownership of 300 shares reported which
are owned by nominee's children.
(5) The nominee disclaims beneficial ownership of 3,400 shares reported which
are owned by nominee's wife.
(6) The nominee disclaims beneficial ownership of 1,200 shares reported which
are held by nominee's wife as custodian for minor children.
<PAGE>
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation of
the five highest paid executive officers of the Company for the last three
fiscal years.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Long-Term
Compensation Compensation
Awards
All
Securities Other
Underlying Compen-
Name and Principal Salary Bonus Options/SARs sation
Position Year ($) ($)(1) (#) ($)(2)
<S> <C> <C> <C> <C> <C>
A. Drue Jennings 1993 $375,000 $113,750 13,750 shares $ 26,151
Chairman of the Board, 1992 348,000 74,124 20,000 shares 24,428
President and Chief 1991 320,000 -0- -0- 31,945
Executive Officer
Bernard J. Beaudoin 1993 178,000 57,380 6,875 shares 15,793
Senior Vice President- 1992 163,333 34,790 10,000 shares 13,988
Finance and Chief 1991 144,958 -0- -0- 15,029
Financial Officer
Ronald G. Wasson 1993 178,000 57,380 6,875 shares 15,305
Senior Vice President- 1992 166,661 35,500 10,000 shares 14,568
Administrative and 1991 155,083 -0- -0- 15,542
Technical Services
Samuel P. Cowley 1993 174,583 36,750 9,500 shares 15,015
Senior Vice President- 1992 163,333 34,790 4,000 shares 14,568
Corporate Affairs, 1991 158,333 -0- -0- 21,886
Chief Legal Officer
Marcus Jackson 1993 130,000 47,300 5,500 shares 8,808
Vice President-Power 1992 117,333 24,992 8,000 shares 8,140
Production 1991 108,667 -0- -0- 7,326
William H. Miller (3) 1993 28,592 -0- -0- 241,628
Vice President-Human 1992 148,333 31,595 4,000 shares 13,698
Resources 1991 143,333 -0- -0- 20,365
</TABLE>
(1) These amounts were paid under the Company's Incentive Compensation Plan.
(2) For 1993 amounts include: Flex dollars under the Flexible Benefits Plan
Jennings - $15,989, Beaudoin - $11,296, Wasson - $10,808, Cowley -
$10,518, Jackson - $4,908 and Miller - $804; Company contribution under
the Employee Savings Plus Plan Jennings - $4,497, Beaudoin - $4,497,
Wasson - $4,497, Cowley - $4,497, Jackson - $3,900 and Miller - $858;
deferred flex dollars of $5,665 to Jennings; and a supplemental
retirement package of $239,966 to Miller.
(3) Effective February 1, 1993, Mr. Miller retired from the Company. His
options granted in 1992 were forfeited.
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
Individual Grants Percent
of Total
Number of Options/
Securities SARs
Underlying Granted Grant
Options/ to Exercise Date
SARs Employees or Base Present
Granted in Fiscal Price Expiration Value
Name (#)(1) Year ($/Sh) Date ($)(2)
<S> <C> <C> <C> <C> <C>
A. Drue Jennings 13,750 22% $23.875 6/7/03 $40,700
Bernard J. Beaudoin 6,875 11% 23.875 6/7/03 20,350
Ronald G. Wasson 6,875 11% 23.875 6/7/03 20,350
Samuel P. Cowley 9,500 15% 23.875 6/7/03 28,120
Marcus Jackson 5,500 9% 23.875 6/7/03 16,280
William H. Miller -0-
</TABLE>
(1) One-half of the options granted in 1993 are exercisable on or after
June 8, 1994, and the remaining one-half are exercisable on or after
June 8, 1995. Each option is granted in tandem with a limited stock
appreciation right exercisable automatically in the event of a change in
control. Options may be exercised with cash or previously-owned shares
of the Company's Common Stock. Dividends accrue on the options as though
reinvested at the regular dividend rate. Such accrued dividends will be
paid if the options are exercised and if the exercise price is equal to
or above the grant price.
(2) The grant date valuation was calculated by using the binomial option
pricing formula, a derivative of the Black-Scholes model. The underlying
assumptions used to present value the options were as follows:
Annualized stock volatility: 0.1555
Time of exercise (option term): 10 years
Risk free interest rate: 6.50%
Stock price at grant: $23.875
Exercise price: $23.875
Average dividend yield: 6.86%
Vesting restrictions discount: 3% per year
<TABLE>
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<CAPTION>
Value of
Number of In-the-Money
Unexercised Options/SARs
Options/SARs at at Fiscal
Shares Fiscal Year-End Year End
Acquired (#) ($)
on
Exercise Exer- Unexer- Exer- Unexer-
Name (#) cisable cisable cisable cisable(1)
<S> <C> <C> <C> <C> <C>
A. Drue Jennings 0 10,000 23,750 $13,750 $13,750
Bernard J. Beaudoin 0 5,000 11,875 6,875 6,875
Ronald G. Wasson 0 5,000 11,875 6,875 6,875
Samuel P. Cowley 0 2,000 11,500 2,750 2,750
Marcus Jackson 0 4,000 9,500 5,500 5,500
William H. Miller 0 -0- -0- -0- -0-
</TABLE>
(1) The options granted in 1993 were not in-the-money.
BENEFIT PLANS
Pension Plan
The Company has a non-contributory pension plan for its management
employees, including executive officers, providing for benefits upon
retirement, normally at age 65. In addition, an unfunded deferred
compensation plan provides a supplemental retirement benefit for executive
officers. The following table shows examples of single life option pension
benefits payable upon retirement at age 65 to executive officers under the
Management Pension Plan ("Plan") and the deferred compensation plan combined:
<TABLE>
<CAPTION>
Annual Pension for
Years of Service Indicated
Average Annual Base
Salary for Highest
36 Months 15 20 25 30 or more
<C> <C> <C> <C> <C>
150,000 45,000 60,000 75,000 90,000
200,000 60,000 80,000 100,000 120,000
250,000 75,000 100,000 125,000 150,000
300,000 90,000 120,000 150,000 180,000
350,000 105,000 140,000 175,000 210,000
400,000 120,000 160,000 200,000 240,000
450,000 135,000 180,000 225,000 270,000
500,000 150,000 200,000 250,000 300,000
</TABLE>
Each eligible employee with 30 or more years of credited service in the
Plan is entitled to a total monthly annuity at his normal retirement date
equal to 50% of his average base monthly salary for the period of 36
consecutive months in which his earnings were highest. The monthly annuity
will be proportionately reduced if his years of credited service are less than
30. The compensation covered by the Plan--base monthly salary--excludes any
bonuses and other compensation. The Plan provides that pension amounts are
not reduced by Social Security benefits. The estimated credited years of
service for each of the named executive officers in the Summary Compensation
table are as follows: Jennings, 19; Beaudoin, 13; Wasson, 26; Cowley, 19; and
Jackson, 16.
Eligibility for supplemental retirement benefits is limited to officers
selected by the Nominating & Compensation Committee of the Board of Directors.
The annual target retirement benefit payable at the normal retirement date is
equal to 2% of highest average earnings, as defined, for each year of credited
service up to 30 (maximum of 60% of highest average earnings). The actual
retirement benefit paid equals the target retirement benefit less retirement
benefits payable under the management pension plan. A liability accrues each
year to cover the estimated cost of future supplemental benefits.
Section 415 of the Internal Revenue Code imposes certain limitations on
pensions which may be paid under tax qualified pension plans. In addition to
the supplemental retirement benefits, the amount by which pension benefits
under the Plan computed without regard to Section 415 exceed such limitations
will be paid outside the qualified plan and accounted for by the Company as
an operating expense.
Severance Agreements
The Company has entered into severance agreements ("Severance
Agreements") with certain of its executive officers to ensure their continued
service and dedication to the Company and their objectivity in considering on
behalf of the Company any transaction which would change the control of the
Company. Under the Severance Agreements, during the two-year period after a
Change in Control (as defined therein), the executive officer would be
entitled to receive a lump-sum cash payment and certain insurance benefits if
such officer's employment were terminated (i) by the Company other than for
cause or upon death or disability, (ii) by such executive officer for "Good
Reason" (as defined therein), or (iii) by such executive officer for any
reason during a 30-day period commencing one year after such Change in Control
(a "Qualifying Termination").
Upon a Qualifying Termination, the Company must make a lump-sum cash
payment to the officer of (i) such executive officer's base salary through the
date of termination, (ii) a pro-rated bonus based upon the average of the
bonuses paid to such executive officer for the last five fiscal years,
(iii) any accrued vacation pay, (iv) three (two in the case of a vice
president) times such officer's highest base salary during the prior 12
months, (v) three (two in the case of a vice president) times the average of
the bonuses paid to such executive officer for the last five fiscal years,
(vi) the actuarial equivalent of the excess of the executive officer's accrued
pension benefits, computed as if the executive officer had three (two in the
case of a vice president) additional years of benefit accrual service, over
the executive officer's vested accrued pension benefits, and (vii) the value
of any unvested Company contributions for the benefit of the executive officer
under the Company's Employee Savings Plus Plan. In addition, the Company must
offer health, disability and life insurance plan coverage to the executive
officer and his dependents on the same terms and conditions that existed
immediately prior to the Qualifying Termination for three (two in the case of
a vice president) years, or, if earlier, until such executive officer is
covered by equivalent plan benefits. The Company is also obligated to make
certain "gross-up" payments in connection with tax obligations arising
pursuant to payments under the Severance Agreements as well as to provide
reimbursement of certain expenses relating to disputes arising thereunder.
Payments and other benefits under the Severance Agreements are in
addition to benefits accruing under the Company's Long-Term Incentive Plan.
Upon a Change in Control (as defined in the LTIP), all stock options granted
in tandem with limited stock appreciation rights ("LSARs") will be
automatically exercised.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Nominating & Compensation Committee of the Board ("Compensation
Committee") is composed of independent outside directors. All decisions by
the Compensation Committee relating to executive compensation are reviewed by
the full Board, except decisions about awards under the Company's Long-Term
Incentive Plan which must be made solely by the Compensation Committee in
order for the grants or awards to satisfy Exchange Act Rule 16b-3.
The executive compensation package consists of base salary, incentive pay
and long-term compensation. The package is designed to attract and retain
talented, key executives critical to the long-term success of the Company and
to support a performance oriented environment. Base salaries for individual
executives are established on the basis of (i) job responsibilities and
complexity, (ii) individual performance under established criteria, and
(iii) competitiveness with similar jobs in comparable companies. The base
salaries of executive officers are targeted at the median level for comparable
positions in companies of similar size in the industry and are based on
national compensation survey data collected by the Edison Electric Institute
and by Hay Management Consultants. The Committee also considers and compares
the competitiveness of the entire compensation package with these companies.
Annual incentive pay consists of both formula and discretionary awards.
Formula awards for executives are linked to the achievement of specific
performance objectives set by the Board each year and adjusted for factors
wholly or substantially beyond the control of management such as abnormal
weather conditions. A weather modification was made in 1993 to reflect an
average year. The formula awards are also adjusted, up or down, based upon
the rate of change in the real price of electricity within the Company's
service territory. The total formula award as modified shall not exceed 25%
of salary. In 1993, the performance objective designated by the Board was a
minimum and maximum earnings per share ("EPS"). The formula awards were based
on a table beginning at 0% for the minimum EPS and increasing to 20% at the
maximum EPS before adjustments and 25% after adjustments. In 1993 the
adjusted EPS exceeded the designed maximum by 6 cents per share; and formula
awards of 21% of base salary were paid to each of the named executive
officers.
Discretionary awards under the incentive pay program are possible for
outstanding individual contributions as determined by the Compensation
Committee. The sum of such discretionary awards, other than to the Chief
Executive Officer, cannot exceed 10% of the total participating salaries. No
discretionary awards are paid unless the performance objective set by the
Board for the formula award is reached. Discretionary awards were paid for
1993 to four of the named executive officers based on their significant and
direct contributions to the profits of the Company, and/or extraordinary
division leadership.
To further link total compensation to corporate performance, the
executive officers participate in the Company's Long-Term Incentive Plan.
Non-qualified stock options were granted at fair market value to the
executives of the Company in June 1993. The amounts of the grants were based
on the (i) executive's influence and contribution to the Company's financial
condition, and (ii) amount of the total compensation package for each
executive which the Compensation Committee believed should be tied to the
performance of the Company's stock price.
Chief Executive Officer ("CEO") Compensation
In setting the base salary for the CEO in 1993, the Compensation
Committee considered the (i) same criteria as for the other executive officers
described herein and (ii) Company performance. In evaluating the CEO's annual
performance, the Compensation Committee specifically considered: adequacy and
reliability of electric service provided to customers; reasonableness of rate
levels for electric service; Company involvement in facilitating economic
growth and development in its service territory; quality of relationships with
regulators and public policy leaders; improvements in facilities performance
and employee productivity; and cost control initiatives and quality of
planning activities.
The formula portion of Mr. Jennings' annual incentive pay was determined
in the manner discussed herein. His discretionary award of $35,000 under the
incentive pay program was granted in recognition of his contribution to the
Company's exceptional financial results, performance of the operating system,
quality of service, and strategic planning. In determining the number of
option shares granted to Mr. Jennings in 1993 under the Long-Term Incentive
Plan, the Compensation Committee considered, among other things, his influence
and contribution to the Company's financial condition and the amount of his
compensation package which the Compensation Committee believed should be tied
to the performance of the Company's stock price.
COMPENSATION COMMITTEE
Robert H. West
George E. Nettels, Jr.
Robert J. Dineen
<PAGE>
PERFORMANCE GRAPH
Comparison of Five-Year Cumulative Total Return*
KCPL, S & P 500 Index, and EEI Index**
Year KCPL S&P 500 Index EEI Index
1988 $100 $100 $100
1989 120 132 130
1990 132 128 132
1991 189 166 169
1992 194 179 182
1993 208 197 203
*Assumes $100 invested on December 31, 1988 in KCPL Common Stock, S&P
500 Index and EEI Index, with reinvestment of all dividends and market
price appreciation through December 31, 1993.
**Companies in the Edison Electric Institute (EEI) Index include:
Allegheny Power System, Inc.; American Electric Power, Inc.; Atlantic
Energy, Inc.; Baltimore Gas & Electric Co.; Bangor Hydro-Electric Co.;
Black Hills Corp.; Boston Edison Co.; Carolina Power & Light Co.; Centerior
Energy Corp.; Central & South West Corp.; Central Hudson Gas & Elec.;
Central Louisiana Electric Co., Inc.; Central Maine Power Co.; Central
Vermont Public Service Corp.; Cilcorp Inc.; Cincinnati Gas & Electric Co.;
Cipsco Inc.; CMS Energy Corp.; Commonwealth Edison Co.; Commonwealth Energy
System; Consolidated Edison Co. of New York; Delmarva Power & Light Co.;
Detroit Edison Co.; Dominion Resources, Inc.; DPL Inc.; DQE Inc.; Duke
Power Co.; Eastern Utilities Assoc.; El Paso Electric Co.; Empire District
Electric Co.; Entergy Corp.; Eselco Inc.; Florida Progress Corp.; FPL
Group, Inc.; General Public Utilities Corp.; Green Mountain Power Corp.;
Gulf States Utilities Co.; Hawaiian Electric Inds., Inc.; Houston
Industries, Inc.; Idaho Power Co.; IES Industries Inc.; Illinois Power Co.;
Interstate Power Co.; Iowa-Illinois Gas & Electric Co.; Ipalco Enterprises
Inc.; Kansas City Power & Light Co.; KU Energy Corp.; LG&E Energy Corp.;
Long Island Lighting Co.; Madison Gas & Electric Co.; Maine Public Service
Co.; Midwest Resources Inc.; Minnesota Power; Montana Power Co.; Nevada
Power Co.; New England Electric System; New York State Electric & Gas
Corp.; Niagara Mohawk Power Corp.; Nipsco Industries, Inc.; Northeast
Utilities; Northern States Power Co.; Northwestern Public Service Co.; Ohio
Edison Co.; Oklahoma Gas & Electric Co.; Orange & Rockland Utilities, Inc.;
Otter Tail Power Co.; Pacific Gas & Electric Co.; Pacificorp; Pennsylvania
Power & Light Co.; Philadelphia Electric Co.; Pinnacle West Capital Corp.;
Portland General Corp.; Potomac Electric Power Corp.; PSI Resources, Inc.;
Public Service Co. of Colorado; Public Service Co. of New Mexico; Public
Service Enterprise Group; Puget Sound Power & Light Co.; Rochester Gas &
Electric Corp.; San Diego Gas & Electric Co.; Scana Corp; Scecorp; Sierra
Pacific Resources; Southern Company; Southern Indiana Gas & Electric Co.;
Southwestern Public Service Co.; St. Joseph Light & Power Co.; Teco Energy
Inc.; Texas Utilities Co.; TNP Enterprises Inc.; Tucson Electric Power Co.;
Union Electric Co.; United Illuminating Co.; Unitil Corp.; Upper Peninsula
Energy Corp; Utilicorp United; Washington Water Power Co.; Western
Resources; Wisconsin Energy Corp.; Wisconsin Public Service; WPL Holdings
Inc.
ITEM 2.
INDEPENDENT PUBLIC ACCOUNTANTS
Coopers & Lybrand, which acted as the Company's independent auditors in
1993 has, upon recommendation of the Board's Audit Committee, been selected
and appointed by the Board of Directors to audit and certify the Company's
financial statements for 1994, subject to ratification and approval by the
shareholders of the Company.
Representatives from Coopers & Lybrand, expected to be present at the
Company's Annual Meeting, will be given the opportunity to make statements if
they desire to do so, and are expected to be available to respond to
appropriate questions.
The affirmative vote of the holders of a majority of the shares of Common
Stock of the Company present and entitled to vote at the meeting is required
for the approval of this proposal to ratify and approve the appointment. If
the shareholders do not ratify the appointment of Coopers & Lybrand, the
selection of independent public accountants will be reconsidered by the Board
of Directors.
THIS PROPOSAL HAS BEEN UNANIMOUSLY APPROVED BY THE BOARD OF DIRECTORS,
WHICH RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" ITS APPROVAL.
VOTING SECURITIES AND VOTING
There were 61,908,726 shares of Common Stock outstanding at the close of
business on February 28, 1994, the record date fixed for the determination of
shareholders entitled to notice of and to vote at the meeting. Each share of
outstanding Common Stock is entitled to one vote with respect to each matter
to be voted upon, with the right of cumulative voting in the election of
directors, which means that each shareholder has a total vote equal to the
number of shares owned by him multiplied by the number of directors to be
elected. These votes may be divided among all nominees equally or may be
voted for one or more of the nominees, either in equal or unequal amounts, as
the shareholder may elect. In the event the votes for certain director
nominees are withheld, those votes will be distributed among the remaining
director nominees. Withholding authority to vote for all director nominees
has the effect of abstaining from voting for any director nominees. If no
instructions are given, the shares will be voted equally for the election of
all directors.
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of the Company of proxies for use at the above-
mentioned Annual Meeting of Shareholders of the Company and at any adjournment
or adjournments thereof. All valid proxies delivered pursuant to this
solicitation, if received in time, will be voted. A shareholder who executes
a proxy may revoke it by written revocation delivered to the Secretary of the
Company at any time before it is voted.
The expense of solicitation of proxies will be borne by the Company.
Such solicitation will be made by mail, telephone, telegraph or personally by
officers and other regular employees of the Company, and also by
representatives of Corporate Investor Communications, Inc., 111 Commerce Road,
Carlstadt, New Jersey 07072-2586, which firm has been employed by the Company
to assist in the solicitation at an estimated cost of $8,000. The Company
will, in addition, reimburse banks, brokers and other custodians, nominees or
fiduciaries for reasonable expenses incurred in forwarding proxy material to
beneficial owners.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the 1995 Annual
Meeting of Shareholders must be received at the Company's Corporate
Secretary's Office on or before November 11, 1994, for consideration for
inclusion in the proxy statement and form of proxy relating to that meeting.
By Order of the Board of Directors,
JEANIE SELL LATZ
Secretary
<PAGE>
[Form of Proxy Card]
KANSAS CITY POWER & LIGHT COMPANY
Proxy for Annual Meeting of Shareholders, May 3, 1994
The undersigned hereby appoints A. D. Jennings, S. P. Cowley and J. S. Latz,
and each or any of them, proxies for the undersigned, with power of
substitution, to vote the stock of the undersigned at the Annual Meeting of
Shareholders on May 3, 1994, and any adjournment or adjournments thereof, on
the following matters, and in their discretion upon such other matters as may
properly come before the meeting.
The Board of Directors Recommends a vote "FOR"
each of the following proposals.
Item 1. Election of the following nominees for Directors:
D. L. Bodde, W. H. Clark, R. J. Dineen, A. J. Doyle,
W. T. Grant II, A. D. Jennings, G. E. Nettels, Jr., L. H.
Talbott and R. H. West.
Instructions: To withhold authority to vote for any nominee,
write the nominee's name below; or to withhold authority for all
nominees, write WITHHOLD ALL.
Item 2. Appointment of Coopers & Lybrand as independent public
accountants for 1994.
_____ FOR _____ AGAINST _____ ABSTAIN
The shares represented by this Proxy will be voted as directed by the
shareholder. If no direction is given when the duly signed Proxy is
returned, such shares will be voted "FOR" each of the proposals.
DATED: , 1994
(Signature)
(Signature)
Please sign exactly as name(s) is(are) printed hereon. When signing as
attorney, administrator, executor, guardian or trustee, please add your
title as such. If stock is held jointly, each party should sign. If
signature is for a corporation, please sign full corporate name by
authorized officer.
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS.
