SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 1-707
A. Full title of the Plan:
Kansas City Power & Light Company
Cash or Deferred Arrangement
(Employee Savings Plus Plan)
(hereinafter referred to as "Plan")
B. Name of issuer of the securities held
pursuant to the Plan and the address
of its principal executive office:
Kansas City Power & Light Company
1201 Walnut
Kansas City, Missouri 64106-2124
<PAGE>
Kansas City Power & Light Company
Cash or Deferred Arrangement
Employee Savings Plus Plan
Financial Statements and
Supplemental Schedules
CONTENTS
Report of Independent Auditors 1
Report of Independent Accountants 3
Financial Statements
Statement of Net Assets Available for Benefits with Fund
Information as of December 31, 1998 4
Statement of Net Assets Available for Plan Benefits with Fund
Information as of December 31, 1997 5
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the year ended December 31, 1998 6
Statement of Changes in Net Assets Available for Plan Benefits
with Fund Information for the year ended December 31, 1997 7
Statement of Changes in Net Assets Available for Plan Benefits
with Fund Information for the year ended December 31, 1996 8
Notes to Financial Statements 9
Supplemental Schedules
Schedule of Assets Held for Investment as of December 31, 1998 24
Schedule of Reportable Transactions for the year ended
December 31, 1998 25
Signatures 26
Consent of Independent Auditors Exhibit 1
Consent of Independent Accountants Exhibit 2
<PAGE>
Report of Independent Auditors
The Administrative Committee
Kansas City Power & Light Company
Cash or Deferred Arrangement Employee Savings Plus Plan
We have audited the accompanying statement of net assets
available for benefits of the Kansas City Power & Light
Company Cash or Deferred Arrangement Employee Savings Plus
Plan (the Plan) as of December 31, 1998 and the related
statement of changes in net assets available for benefits
for the year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits as of December 31, 1998 and the
changes in net assets available for benefits for the year
then ended in conformity with generally accepted accounting
principles.
Our audit was performed for the purpose of forming an
opinion on the financial statements taken as a whole. The
accompanying supplemental schedules listed in the table of
contents are presented for purposes of additional analysis
and are not a required part of the financial statements but
are supplementary information required by the U.S.
Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security
Act of 1974. These supplemental schedules are the responsi
bility of the Plan's management. The fund information in the
1998 statement of net assets available for benefits and the
1998 statement of changes in net assets available for
benefits is presented for purposes of additional analysis
rather than to
1
<PAGE>
present the net assets available for benefits and the
changes in net assets available for benefits of each fund.
The supplemental schedules and fund information have been
subjected to the auditing procedures applied in our audit of
the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/Ernst & Young LLP
June 11, 1999
2
<PAGE>
REPORT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT ACCOUNTANTS
To the Administrative Committee,
Kansas City Power & Light Company
Cash or Deferred Arrangement Employee Savings Plus Plan
We have audited the accompanying statements of net assets
available for Plan benefits of the Kansas City Power & Light
Company Cash or Deferred Arrangement Employee Savings Plus
Plan as of December 31, 1997 and the related statements of
changes in net assets available for Plan benefits for the
years ended December 31, 1997 and December 31, 1996. These
financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for Plan benefits as of December 31, 1997, and the
changes in net assets available for Plan benefits for the
years ended December 31, 1997 and December 31, 1996, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The fund information in the statement of net assets
available for Plan benefits and the statement of changes in
net assets available for Plan benefits is presented for
purposes of additional analysis rather than to present the
net assets available for Plan benefits and changes in net
assets available for Plan benefits of each fund. The fund
information has been subjected to the auditing procedures
applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/PricewaterhouseCoopers LLC
June 17,1998
3
<PAGE>
<TABLE>
Kansas City Power & Light Company
Cash or Deferred Arrangement Employee Savings Plus Plan
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1998
(NOTE: THE FOLLOWING TABULAR INFORMATION EXCEEDED 130 CHARACTER LIMITATION IN ITS ORIGINAL
FORMAT. INFORMATION HAS BEEN SPLIT INTO TWO HALVES FOR THIS ELECTRONIC FILING.)
(START OF LEFT HALF OF TABLE)
Fidelity Investment Funds
-------------------------------------------------------------------
KCPL Asset
Stock MIP Puritan Magellan Manager OTC Overseas
Fund Fund Fund Fund Fund Portfolio Fund
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair
value:
Kansas City Power &
Light Stock Fund,
3,008,805 shares
(cost $71,349,005) $89,135,730 $ - $ - $ - $ - $ - $ -
Fidelity Managed
Income Portfolio,
9,149,784 shares
(cost $9,149,784) - 9,149,784 - - - - -
Fidelity Puritan Fund,
963,225 shares (cost
$16,270,121) - - 19,258,447 - - - -
Fidelity Magellan
Fund, 392,126 shares
(cost $30,909,541) - - - 47,434,268 - - -
Fidelity Asset Manager
Fund, 104,239 shares
(cost $1,809,014) - - - - 1,812,232 - -
Fidelity OTC
Portfolio, 117,902
shares (cost
$4,089,270) - - - - - 5,142,776 -
Fidelity Overseas
Fund, 66,126 shares
(cost $2,123,243) - - - - - - 2,378,507
Fidelity Blue Chip
Growth Portfolio,
26,171 shares
(cost $1,222,121) - - - - - - -
Fidelity Freedom
Income Fund, 12,177
shares (cost
$132,868) - - - - - - -
Fidelity Freedom 2000,
4,448 shares cost
$54,697) - - - - - - -
Fidelity Freedom 2010,
22,115 shares (cost
$292,034) - - - - - - -
Fidelity Freedom 2020,
9,601 shares (cost
$117,271) - - - - - - -
Fidelity Freedom 2030,
5,359 shares (cost - - - - - - -
$67,361)
Loans to participants - - - - - - -
- -------------------------------------------------------------------------------
Net assets available $89,135,730 $9,149,784 $19,258,447 $47,434,268 $1,812,232 $5,142,776 $2,378,507
for benefits -------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(END OF LEFT HALF OF TABLE)
(START OF RIGHT HALF OF TABLE)
Fidelity Investment Funds
-------------------------------------------------------------------------------
Blue Chip Freedom
Growth Income Freedom Freedom Freedom Freedom Loans to
Portfolio Fund 2000 2010 2020 2030 Participants Total
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair
value:
Kansas City Power &
Light Stock Fund,
3,008,805 shares
(cost $71,349,005) $ - $ - $ - $ - $ - $ - $ - $89,135,730
Fidelity Managed
Income Portfolio,
9,149,784 shares
(cost $9,149,784) - - - - - - - 9,149,784
Fidelity Puritan Fund,
963,225 shares (cost
$16,270,121) - - - - - - - 19,258,447
Fidelity Magellan
Fund, 392,126 shares
(cost $30,909,541) - - - - - - - 47,434,268
Fidelity Asset Manager
Fund, 104,239 shares
(cost $1,809,014) - - - - - - - 1,812,232
Fidelity OTC
Portfolio, 117,902
shares (cost
$4,089,270) - - - - - - - 5,142,776
Fidelity Overseas
Fund, 66,126 shares
(cost $2,123,243) - - - - - - - 2,378,507
Fidelity Blue Chip
Growth Portfolio,
26,171 shares
(cost $1,222,121) 1,318,563 - - - - - - 1,318,563
Fidelity Freedom
Income Fund, 12,177
shares (cost
$132,868) - 136,097 - - - - - 136,097
Fidelity Freedom 2000,
4,448 shares cost
$54,697) - - 54,842 - - - - 54,842
Fidelity Freedom 2010,
22,115 shares (cost
$292,034) - - - 294,050 - - - 294,050
Fidelity Freedom 2020,
9,601 shares (cost
$117,271) - - - - 133,883 - - 133,883
Fidelity Freedom 2030,
5,359 shares (cost - - - - - 74,415 - 74,415
$67,361)
Loans to participants - - - - - - 5,887,704 5,887,704
-------------------------------------------------------------------------------
Net assets available $1,318,563 $136,097 $54,842 $294,050 $133,883 $74,415 $5,887,704 $182,211,298
for benefits -------------------------------------------------------------------------------
-------------------------------------------------------------------------------
[END OF RIGHT HALF]
See accompanying notes.
</TABLE>
4
<PAGE>
<TABLE>
Kansas City Power & Light Company
Cash or Deferred Arrangement Employee Savings Plus
Plan
Statement of Net Assets Available for Plan
Benefits with Fund Information
December 31, 1997
Fidelity Investment Funds
-------------------------------------------------------------------
KCPL Asset
Stock MIP Puritan Magellan Manager OTC Overseas Loans to
Fund Fund Fund Fund Fund Portfolio Fund Participants Total
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments
at fair value:
Short-term
money market $ - $ - $ 2,242 $ 2,242 $ - $ - $ - $ - $ 4,484
Kansas City
Power & Light
Stock Fund,
2,897,546
shares (cost
$65,323,576) 85,658,711 - - - - - - - 85,658,711
Fidelity
Managed
Income
Portfolio,
8,164 shares
(cost
$8,164,153) - 8,164,153 - - - - - - 8,164,153
Fidelity
Puritan
Fund, 843,587
shares (cost
$13,687,603) - - 16,348,723 - - - - - 16,348,723
Fidelity
Magellan
Fund, 375,422
shares (cost
$27,627,240) - - - 35,766,457 - - - - 35,766,457
Fidelity
Asset
Manager Fund,
69,101 shares
(cost
$1,149,625) - - - - 1,268,009 - - - 1,268,009
Fidelity OTC
Portfolio,
89,621 shares
(cost
$2,962,920) - - - - - 2,997,828 - - 2,997,828
Fidelity
Overseas
Fund, 63,012
shares (cost
$1,950,196) - - - - - - 2,050,412 - 2,050,412
----------------------------------------------------------------------------------------------------------
Loans to - - - - - - - 5,938,460 5,938,460
participants
Total 85,658,711 8,164,153 16,350,965 35,768,699 1,268,009 2,997,828 2,050,412 5,938,460 158,197,237
investments
Receivables:
Money market 506 311 112 19 8 8 6 - 970
interest
Commission 47 - - - - - - - 47
reimbursement ---------------------------------------------------------------------------------------------------------
Total
receivables 553 311 112 19 8 8 6 - 1,017
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
Total assets 85,659,264 8,164,464 16,351,077 35,768,718 1,268,017 2,997,836 2,050,418 5,938,460 158,198,254
Liabilities:
Benefits
payable to 1,581,604 14,844 149,493 490,765 - - 9,807 - 2,246,513
participants
------------------------------------------------------------------------------------------------------------
Net assets $84,077,660 $8,149,620 $16,201,584 $35,277,953 $1,268,017 $2,997,836 $2,040,611 $5,938,460 $155,951,741
available for -------------------------------------------------------------------------------------------------------------
benefits -------------------------------------------------------------------------------------------------------------
See accompanying notes.
</TABLE>
5
<PAGE>
<TABLE>
Kansas City Power & Light Company
Cash or Deferred Arrangement Employee Savings Plus Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year ended December 31, 1998
(NOTE: THE FOLLOWING TABULAR INFORMATION EXCEEDED 130 CHARACTER LIMITATION IN ITS ORIGINAL
FORMAT. INFORMATION HAS BEEN SPLIT INTO TWO HALVES FOR THIS ELECTRONIC FILING.)
(START OF LEFT HALF OF TABLE)
Fidelity Investment Funds
---------------------------------------------------------------------------
KCPL Asset
Stock MIP Puritan Magellan Manager OTC Overseas
Fund Fund Fund Fund Fund Portfolio Fund
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions
Investment income:
Net appreciation $(774,899) $ - $ 771,994 $9,714,854 $(85,805) $1,119,461 $204,113
(depreciation) in
fair value of
investments
Dividends 4,804,526 - 1,982,403 2,225,750 326,863 250,811 45,091
Interest:
Investments - 483,879 - - - - -
Money market 2,654 1,163 1,561 1,189 50 592 162
Loans - - - - - - -
-----------------------------------------------------------------------------------------
Net investment income 4,032,281 485,042 2,755,958 11,941,793 241,108 1,370,864 249,366
Contributions:
Employee 2,866,038 711,541 1,375,165 2,460,143 230,681 606,571 304,340
Employer 2,777,009 - - - - - -
Reimbursed 49,768 - - - - - -
commissions
Forfeitures 11,655 - - - - - -
-----------------------------------------------------------------------------------------
Total contributions 5,704,470 711,541 1,375,165 2,460,143 230,681 606,571 304,340
-----------------------------------------------------------------------------------------
Total additions 9,736,751 1,196,583 4,131,123 14,401,936 471,789 1,977,435 553,706
Deduction
Distribution to 2,816,108 592,159 1,097,552 1,401,007 84,132 166,486 123,766
participants
Forfeited benefits 17,871 - - - - - -
Transfer to another 43,010 - 38,843 276,120 - 40,264 92,640
plan
-----------------------------------------------------------------------------------------
Total deductions 2,876,989 592,159 1,136,395 1,677,127 84,132 206,750 216,406
Loans to
participants:
New loans (1,327,354) (216,356) (347,146) (958,384) (32,906) (49,081) (31,735)
Principal repayments 1,366,933 265,676 429,080 1,056,268 37,486 123,175 64,034
-----------------------------------------------------------------------------------------
39,579 49,320 81,934 97,884 4,580 74,094 32,299
Intrafund transfers (1,841,271) 346,420 (19,799) (666,378) 151,978 300,161 (31,703)
-----------------------------------------------------------------------------------------
Net increase 5,058,070 1,000,164 3,056,863 12,156,315 544,215 2,144,940 337,896
(decrease)
Net assets available
for benefits:
Beginning of year 84,077,660 8,149,620 16,201,584 35,277,953 1,268,017 2,997,836 2,040,611
----------------------------------------------------------------------------------------
End of year $89,135,730 $9,149,784 $19,258,447 $47,434,268 $1,812,232 $5,142,776 $2,378,507
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
(END OF LEFT HALF OF TABLE)
(START OF RIGHT HALF OF TABLE)
Fidelity Investment Funds
------------------------------------------------------------------------------------
Blue Chip Freedom
Growth Income Freedom Freedom Freedom Freedom Loans to
Portfolio Fund 2000 2010 2020 2030 Participants Total
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions
Investment income:
Net appreciation $ 91,925 $1,897 $ (326) $ 2,042 $14,117 $ 3,205 $ - $11,062,578
(depreciation) in
fair value of
investments
Dividends 23,189 3,287 1,639 8,338 3,551 1,677 - 9,677,125
Interest:
Investments - - - - - - - 483,879
Money market 14 3 1 24 1 161 - 7,575
Loans - - - - - - 506,912 506,912
------------------------------------------------------------------------------------
Net investment income 115,128 5,187 1,314 10,404 17,669 5,043 506,912 21,738,069
Contributions:
Employee 70,927 3,803 3,738 8,325 5,808 10,812 - 8,657,892
Employer - - - - - - - 2,777,009
Reimbursed - - - - - - - 49,768
commissions
Forfeitures - - - - - - - 11,655
------------------------------------------------------------------------------------
Total contributions 70,927 3,803 3,738 8,325 5,808 10,812 - 11,496,324
------------------------------------------------------------------------------------
Total additions 186,055 8,990 5,052 18,729 23,477 15,855 506,912 33,234,393
Deductions
Distribution to 6,937 - - 1,532 1,548 - 174,861 6,466,088
participants
Forfeited benefits - - - - - - - 17,871
Transfer to another - - - - - - - 490,877
plan
--------------------------------------------------------------------------------------
Total deductions 6,937 - - 1,532 1,548 - 174,861 6,974,836
Loans to
participants:
New loans (700) - - - (13,675) - 2,977,337 -
Principal repayments 10,853 375 300 2,470 1,589 1,905 (3,360,144) -
--------------------------------------------------------------------------------------
10,153 375 300 2,470 (12,086) 1,905 (382,807) -
Intrafund transfers 1,129,292 126,732 49,490 274,383 124,040 56,655 - -
--------------------------------------------------------------------------------------
Net increase 1,318,563 136,097 54,842 294,050 133,883 74,415 (50,756) 26,259,557
(decrease)
Net assets available
for benefits:
Beginning of year - - - - - - 5,938,460 155,951,741
--------------------------------------------------------------------------------------
End of year $1,318,563 $36,097 $54,842 $294,050 $133,883 $74,415 $5,887,704 $182,211,298
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
(END OF RIGHT HALF OF TABLE)
See accompanying notes.
</TABLE>
6
<PAGE>
<TABLE>
Kansas City Power & Light Company
Cash or Deferred Arrangement Employee Savings
Plus Plan
Statement of Changes in Net Assets Available
for Plan Benefits with Fund Information
Year ended December 31, 1997
Fidelity Investment Funds
----------------------------------------------------------------------
KCPL Asset Loans
Stock MIP Puritan Magellan Manager OTC Overseas to Partic-
Fund Fund Fund Fund Fund Portfolio Fund ipants Total
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions
Investment
income:
Net appreciation $2,545,025 $ - $1,573,140 $5,046,647 $ 91,409 $(1,016) $50,573 $ - $ 9,305,778
(depreciation)
in fair value of
investments
Dividends 4,492,971 - 1,286,699 2,288,869 103,455 203,481 99,448 - 8,474,923
Interest:
Investments - 427,430 - - - - - - 427,430
Money market 3,843 2,466 1,499 1,924 116 431 200 - 10,479
Loans - - - - - - - 590,128 590,128
Other (11) - 91 2,525 358 27 4 - 2,994
---------------------------------------------------------------------------------------------------------------
Net investment
income 7,041,828 429,896 2,861,429 7,339,965 195,338 202,923 150,225 590,128 18,811,732
Contributions:
Employee 2,853,496 730,252 1,267,863 2,293,002 158,129 523,531 371,858 - 8,198,131
Employer 2,725,984 - - - - - - - 2,725,984
Rollovers 16,923 4,790 7,185 36,825 20,780 24,636 5,642 - 116,781
Reimbursed
commissions 45,530 - - - - - - - 45,530
Forfeitures 3,434 - - - - - - - 3,434
---------------------------------------------------------------------------------------------------------------
Total
contributions 5,645,367 735,042 1,275,048 2,329,827 178,909 548,167 377,500 - 11,089,860
---------------------------------------------------------------------------------------------------------------
Total additions 12,687,195 1,164,938 4,136,477 9,669,792 374,247 751,090 527,725 590,128 29,901,592
Deductions
Distribution to 3,037,910 626,786 585,038 979,935 17,283 42,734 23,972 155,750 5,469,408
participants
Forfeited benefits 4,714 - - - - - - - 4,714
---------------------------------------------------------------------------------------------------------------
Total deductions 3,042,624 626,786 585,038 979,935 17,283 42,734 23,972 155,750 5,474,122
Loans to
participants:
New loans (1,115,831) (184,981) (260,539) (852,123) (4,007) (48,850) (27,277) 2,493,608 -
Principal
repayments 1,156,043 230,058 346,196 855,060 29,872 124,818 50,126 (2,792,173) -
---------------------------------------------------------------------------------------------------------------
40,212 45,077 85,657 2,937 25,865 75,968 22,849 (298,565) -
Intrafund
transfers (408,319) 320,547 280,395 (711,871) 129,475 383,719 6,054 - -
---------------------------------------------------------------------------------------------------------------
Net increase 9,276,464 903,776 3,917,491 7,980,923 512,304 1,168,043 532,656 135,813 24,427,470
Net assets
available for
benefits:
Beginning of
year 74,801,196 7,245,844 12,284,093 27,297,030 755,713 1,829,793 1,507,955 5,802,647 131,524,271
---------------------------------------------------------------------------------------------------------------
End of year $84,077,660 $8,149,620 $16,201,584 $35,277,953 $1,268,017 $2,997,836 $2,040,611 $5,938,460 $155,951,741
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
See accompanying notes.
</TABLE>
7
<PAGE>
<TABLE>
Kansas City Power & Light Company
Cash or Deferred Arrangement Employee Savings
Plus Plan
Statement of Changes in Net Assets Available
for Plan Benefits with Fund Information
Year ended December 31, 1996
Fidelity Investment Funds
----------------------------------------------------------------------
KCPL Asset
Stock MIP Puritan Magellan Manager OTC Overseas Loans to
Fund Fund Fund Fund Fund Portfolio Fund Participants Total
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions
Investment
income:
Net appreciation
(depreciation)
in fair value of
investments $ 5,291,582 $ - $ 199,817 $(1,219,051) $ 20,769 $ 69,080 $ 63,352 $ - $ 4,425,549
Dividends 4,033,672 - 1,406,226 4,103,553 56,890 184,733 90,771 - 9,875,845
Interest:
Investments - 407,767 - - - - - - 407,767
Money market 2,152 360 668 1,326 63 310 144 - 5,023
Loans - - - - - - - 533,818 533,818
Other 418 - (120) 186 (1) 37 (4) - 516
--------------------------------------------------------------------------------------------------------------
Net investment
income 9,327,824 408,127 1,606,591 2,886,014 77,721 254,160 154,263 533,818 15,248,518
Contributions:
Employee 2,617,686 653,474 1,044,750 2,188,816 104,159 242,728 213,324 - 7,064,937
Employer 2,607,428 - 265 2,180 - - - - 2,609,873
Rollovers 13,009 1,686 27,038 74,862 6,963 24,591 739 - 148,888
Reimbursed
commissions 44,193 - - - - - - - 44,193
Forfeitures 3,284 - - - - - - - 3,284
--------------------------------------------------------------------------------------------------------------
Total
contributions 5,285,600 655,160 1,072,053 2,265,858 111,122 267,319 214,063 - 9,871,175
--------------------------------------------------------------------------------------------------------------
Total additions 14,613,424 1,063,287 2,678,644 5,151,872 188,843 521,479 368,326 533,818 25,119,693
Deductions
Distribution to 2,517,196 427,468 586,695 1,056,057 326 2,175 106 95,647 4,685,670
participants
Forfeited benefits 3,269 - - - - - - - 3,269
---------------------------------------------------------------------------------------------------------------
Total deductions 2,520,465 427,468 586,695 1,056,057 326 2,175 106 95,647 4,688,939
Loans to
participants:
New loans (1,281,983) (200,071) (406,246) (856,372) (11,155) (29,774) (39,156) 2,824,757 -
Principal
repayments 1,158,221 225,852 331,625 775,993 12,937 48,993 35,412 (2,589,033) -
---------------------------------------------------------------------------------------------------------------
(123,762) 25,781 (74,621) (80,379) 1,782 19,219 (3,744) 235,724 -
Intrafund transfers 742,510 (73,157) (91,188) (1,377,381) 939 628,499 169,778 - -
---------------------------------------------------------------------------------------------------------------
Net increase 12,711,707 588,443 1,926,140 2,638,055 191,238 1,167,022 534,254 673,895 20,430,754
Net assets
available
for benefits:
Beginning
of year 62,089,489 6,657,401 10,357,953 24,658,975 564,475 662,771 973,701 5,128,752 111,093,517
End of year $74,801,196 $7,245,844 $12,284,093 $27,297,030 $755,713 $1,829,793 $1,507,955 $5,802,647 $131,524,271
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
See accompanying notes.
</TABLE>
8
<PAGE>
KANSAS CITY POWER & LIGHT COMPANY
CASH OR DEFERRED ARRANGEMENT
EMPLOYEE SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
VALUATION OF INVESTMENTS
Investments of the Kansas City Power & Light Company Cash or
Deferred Arrangement Employee Savings Plus Plan (the Plan)
are valued at fair value based on quoted market prices on
the last business day of the plan year. Loans to
participants are valued based on outstanding principal
amounts owed on the last business day of the plan year as
reported to the Plan by the trustee.
CONTRIBUTIONS
Contributions from Kansas City Power & Light Company (the
Company) are accrued and paid in the period in which they
become obligations of the Company.
USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
RECLASSIFICATIONS
Certain reclassification of 1997 and 1996 balances have been
made to conform to the 1998 presentation. These
reclassifications had no impact on net assets available for
benefits.
2. DESCRIPTION OF THE PLAN
The following description of the Plan provides only general
information. Participants should refer to the summary plan
description for a more complete description of the Plan's
provisions.
9
<PAGE>
KANSAS CITY POWER & LIGHT COMPANY
CASH OR DEFERRED ARRANGEMENT
EMPLOYEE SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. DESCRIPTION OF THE PLAN (CONTINUED)
The Plan is designed to encourage and assist employees of
the Company to adopt a regular savings and investment
program for long-term needs, especially retirement. The
Company is the plan administrator and UMB Bank, N.A. (UMB)
is the trustee. The Administrative Committee is the
fiduciary of the Plan and has the responsibility of
establishing the rules under which the Plan is run.
GENERAL
The Plan is a contributory defined contribution plan
available to permanent full- and part-time employees of
Kansas City Power & Light Company, KLT Inc., KLT Power Inc.,
KLT Gas Inc. or KLT Telecom, Inc. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of
1974 (ERISA). During 1998, the Company sold KLT Power Inc.
resulting in plan assets of $490,877 being transferred to
another plan.
ELIGIBILITY AND EMPLOYEE CONTRIBUTIONS
Employees are immediately eligible to make elective
contributions to the Plan. If the employee begins employment
during the first 15 days of a month, they can begin partici-
pating in the Plan the first day of the following month. If
an employee's first day of employment is after the 15th of
the month, they are eligible to participate in the Plan the
first day of the next following month.
Participants can contribute any whole percentage of their
base pay from 2% to 12% (prior to April 1, 1997, the maximum
percentage was 10%) to the Plan, except that contributions
may not exceed the maximum allowable under the law. The
maximum individual contribution allowed for 1998 was $10,000
and for 1997 and 1996 was $9,500. Other special limitations
may reduce the participant elective and Company matching
maximum contribution amounts for highly compensated
employees.
10
<PAGE>
KANSAS CITY POWER & LIGHT COMPANY
CASH OR DEFERRED ARRANGEMENT
EMPLOYEE SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. DESCRIPTION OF THE PLAN (CONTINUED)
COMPANY MATCHING CONTRIBUTIONS
The Company contributes an amount equal to 50% of the
employee's elective contribution, not to exceed 3% of base
pay as defined in the Plan. Company contributions may be
made in cash, Company stock, or a combination thereof.
Company contributions will at all times be invested in the
common stock of the Company (see Note 6). The Company will
begin matching employee contributions when the employee
completes one year of service.
ROLLOVERS
Participants may elect to transfer funds from another
qualified retirement plan to the Plan, with permission from
the Administrative Committee.
VESTING AND FORFEITURES
a. Participants are at all times 100% vested in their
elective contribution and rollover accounts.
b. Participants who retire after age 55, die or become
totally and permanently disabled while an employee of the
Company are considered 100% vested in the Company-Match
Account, regardless of their length of service with the
Company.
Vesting of the Company-Match Account for participants who
leave the Company for a reason other than death, disability
or retirement is based on years of service for vesting. A
year of service for Plan purposes is defined as any year in
which an employee completes at least 1,000 hours of service
with the Company. Generally all years of service with the
Company are taken into account in computing years of service
for vesting. Participants who accrue two years of service
prior to termination of employment are 20% vested.
Participants are credited with 20% additional vesting each
year thereafter, with full vesting after six years of
service.
11
<PAGE>
KANSAS CITY POWER & LIGHT COMPANY
CASH OR DEFERRED ARRANGEMENT
EMPLOYEE SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. DESCRIPTION OF THE PLAN (CONTINUED)
The portion of the Company-Match Account that is not vested
is forfeited by terminating participants. Forfeitures are
used to reduce future Company matching contributions. The
1998, 1997 and 1996 forfeited benefits were $17,871, $4,714
and $3,269, respectively. The Company used forfeiture
credits of $11,655, $3,434 and $3,284 for 1998, 1997 and
1996, respectively, to reduce the matching contributions.
INVESTMENT OF ACCOUNTS
a.Investment of Elective Contribution and Rollover Accounts
- Participants may direct (in 5% increments) the
investment of their elective contribution and rollover
accounts in one or more of the following 13 investment
funds:
(i) KCPL STOCK FUND - A fund designed to invest
solely in the Company common stock.
(ii) FIDELITY MANAGED INCOME PORTFOLIO (MIP) - A
collective investment trust that seeks to preserve
capital and provide a competitive level of income
over time.
(iii) FIDELITY PURITAN FUND - A growth and
income fund that seeks income consistent with
preservation of capital by investing in a broadly
diversified portfolio of common stock, preferred
stock and bonds, including lower-quality, high-
yield debt securities.
(iv) FIDELITY MAGELLAN FUND - A growth fund that
seeks long-term capital appreciation by investing
in stocks of companies with potentially above
average growth potential and a corresponding
higher level of risk.
(v) FIDELITY ASSET MANAGER FUND - An asset
allocation fund that seeks high total return with
reduced risk over the long term by investing in
domestic and foreign equities, bonds and short-
term instruments.
(vi) FIDELITY OTC PORTFOLIO - A growth fund that
seeks long-term capital appreciation by investing
in securities traded on the over-the-counter
securities market.
12
<PAGE>
KANSAS CITY POWER & LIGHT COMPANY
CASH OR DEFERRED ARRANGEMENT
EMPLOYEE SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. DESCRIPTION OF THE PLAN (CONTINUED)
(vii) FIDELITY OVERSEAS FUND - An international growth fund that seeks
long-term capital growth by investing in foreign securities
that include common stock, securities convertible
into common stock and debt instruments.
(viii) FIDELITY BLUE CHIP GROWTH PORTFOLIO - A
growth fund that seeks long-term capital growth by
investing mainly in common stocks of well-known
and established companies.
(ix) FIDELITY FREEDOM INCOME FUND - A high current
income fund which also has a secondary objective,
capital appreciation. The fund invests in a com-
bination of Fidelity funds allocating assets
according to a stable target asset allocation that
emphasizes fixed income and money market funds but
also includes equity funds.
(x) FIDELITY FREEDOM 2000 - A high total return
fund that invests in a combination of Fidelity
equity, fixed income and money market funds and
allocates its assets among those funds according
to an asset allocation strategy that becomes
increasingly conservative as Freedom 2000
approaches its target retirement date. Targeted to
investors expected to retire around the year 2000.
(xi) FIDELITY FREEDOM 2010 - A high total return
fund that invests in a combination of Fidelity
equity, fixed income and money market funds and
allocates its assets among those funds according
to an asset allocation strategy that becomes
increasingly conservative as Freedom 2010
approaches its target retirement date. Targeted to
investors expected to retire around the year 2010.
(xii) FIDELITY FREEDOM 2020 - A high total
return fund that invests in a combination of
Fidelity equity, fixed income and money market
funds and allocates its assets among those funds
according to an asset allocation strategy that
becomes increasingly conservative as Freedom 2020
approaches its target retirement date. Targeted to
investors expected to retire around the year 2020.
13
<PAGE>
KANSAS CITY POWER & LIGHT COMPANY
CASH OR DEFERRED ARRANGEMENT
EMPLOYEE SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. DESCRIPTION OF THE PLAN (CONTINUED)
(xiii) FIDELITY FREEDOM 2030 - A high total
return fund that invests in a combination of
Fidelity equity, fixed income and money market
funds and allocates its assets among those funds
according to an asset allocation strategy that
becomes increasingly conservative as Freedom 2030
approaches its target retirement date. Targeted to
investors expected to retire around the year 2030.
b. Investment of Company-Match Account - This account will
at all times be invested in the common stock of the
Company (see Note 6).
As of December 31, 1998, 1,892 employees were participating
in the Plan, 1,159 of whom were investing their elective
contributions in more than one of the available options of
the Plan. There were 75 employees contributing only to
Fidelity MIP,
37 employees contributing only to the Fidelity Puritan Fund,
148 employees contributing only to the Fidelity Magellan
Fund, two employees contributing only to the Fidelity Asset
Manager Fund, 18 employees contributing only to the Fidelity
OTC Portfolio, three employees contributing only to the
Fidelity Overseas Fund, 424 employees contributing only to
the KCPL Stock Fund, one employee contributing only to the
Freedom Income Fund, two employees contributing only to
Freedom 2000 Fund, three employees contributing only to
Freedom 2010, three employees contributing only to Freedom
2020, one employee contributing only to Freedom 2030 and 16
employees contributing only to the Fidelity Blue Chip Growth
Portfolio.
Participants also have the opportunity to change how their
past savings in their elective and rollover accounts are
invested. Participants can make such changes on a daily
basis. Participants making such elections will have their
fund shares sold and the proceeds transferred and fund
shares purchased per their request.
The nonparticipant-directed portion of the KCPL Stock Fund
consisted of 1,373,495 shares valued at $40,689,749 and 1,278,593 shares
valued at $37,798,408 at December 31, 1998 and 1997,
respectively.
14
<PAGE>
KANSAS CITY POWER & LIGHT COMPANY
CASH OR DEFERRED ARRANGEMENT
EMPLOYEE SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. DESCRIPTION OF THE PLAN (CONTINUED)
ALLOCATION OF INVESTMENT INCOME
The trustee allocates investment income based on the shares
held by participants in their individual accounts.
Individual accounts are valued on each business day by the
trustee to reflect the current market value of the
investments.
If contributions or participant transfers received by the
trustee cannot be immediately invested in the investment
funds, the moneys are held in an interest-bearing UMB Money
Market Fund. Some distributions may also be invested in the
money market fund prior to payment to the participant. Any
interest earned is allocated back to the investment accounts
based on the amounts originally transferred.
TERMINATION PAYMENTS
Participants who leave the Company as a result of
termination, retirement or permanent disability may receive
the entire amount of their account in one lump-sum payment,
rollover their account to another trustee or elect to defer
distribution until age 62 or retirement, whichever is later.
Upon death, distributions will be made to beneficiaries in a
lump sum or in installment payments over a period of no more
than three years. Payment will commence no later than 60
days after the December 31 coinciding with or next following
the date of the participant's death.
Terminated employees may elect to defer their distribution
until age 62. The deferred to age 62 totals for participants
not required to receive distributions in the next calendar
year are $10,376,119, $9,868,502 and $8,015,135 as of
December 31, 1998, 1997 and 1996, respectively.
LOANS TO PARTICIPANTS
The Plan allows participants to borrow against their vested
account balance to obtain either an installment or
residential loan. Other than by obtaining a loan, the Plan
does not provide for in-service withdrawals from elective
accounts, rollover accounts or Company-Match Accounts.
Distributions are made only upon retirement, disability,
termination of employment or death.
15
<PAGE>
KANSAS CITY POWER & LIGHT COMPANY
CASH OR DEFERRED ARRANGEMENT
EMPLOYEE SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. DESCRIPTION OF THE PLAN (CONTINUED)
An installment loan may be used for any purpose, whereas a
residential loan must be used for the purchase of the
participant's primary residence. The maximum loan terms for
installment and residential loans are five and 15 years,
respectively. A participant may have no more than one of
each type of loan outstanding at the same time.
For all loans issued through October 1989, if the
participant's account balance was $20,000 or less, a maximum
of 80% of the vested account balance, not to exceed $10,000,
could be borrowed. If the account balance was more than
$20,000, 50% of the vested account balance, not to exceed
$50,000, could be borrowed. The interest rate for these
loans was based on the Fidelity GIC Group Trust interest
rate of 8.31%.
For loans issued after November 1, 1989, the maximum amount
that a participant can borrow is 50% of their vested account
balance, not to exceed $50,000. The interest rate for these
loans is UMB's prime rate plus 2%. The minimum amount a
participant can borrow is $1,000.
Principal and interest on all loans is repaid to the
participant's individual accounts based on their current
contribution allocation election. All loans are repaid by
payroll deduction except when paid in full in advance or the
unpaid principal is deducted from a total distribution which
results from a death, disability, retirement or termination.
COMMISSIONS AND ADMINISTRATIVE EXPENSES
Total 1998, 1997 and 1996 commissions were $49,768, $45,530
and $44,193, respectively, of which the Company owed the
Plan $47 at December 31, 1997. Commissions paid by the Plan
for purchases and sales of Company common stock are
reimbursed by the Company.
16
<PAGE>
KANSAS CITY POWER & LIGHT COMPANY
CASH OR DEFERRED ARRANGEMENT
EMPLOYEE SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. DESCRIPTION OF THE PLAN (CONTINUED)
Administrative expenses are also paid by the Company. During the years ended
December 31, 1998, 1997 and 1996, a net of $(39,969),
$14,962 and $26,030, respectively, in costs for the
administration of the Plan were billed to the Company by the
Trustee after deducting plan expense reimbursements from
Fidelity Investments.
RELATED-PARTY AND PARTY-IN-INTEREST TRANSACTIONS
The trustee is authorized under contract provisions and
ERISA regulations to invest in funds under its control and
in securities of the Company.
In 1998, purchases and sales in the KCPL Stock Fund under
the trustee's control totaled $12,264,877 and $8,012,960,
respectively. In 1997, purchases and sales in the KCPL Stock
Fund under the trustee's control totaled $13,341,965 and
$6,612,130, respectively.
Temporary cash balances are invested on a daily basis in
short-term investment funds under the trustee's control.
Although those temporary cash balances are not material to
the Plan's financial statements, in 1998 there were 476
purchases and 490 sales totaling $19,738,449 and
$19,742,933, respectively. There were 567 purchases and 549
sales in the UMB Money Market Fund totaling $22,918,041 and
$22,851,172, respectively, in 1997.
17
<PAGE>
KANSAS CITY POWER & LIGHT COMPANY
CASH OR DEFERRED ARRANGEMENT
EMPLOYEE SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. INVESTMENTS
The Plan's investments are held by UMB Bank, N.A. The
following table presents the Plan's investments including
separate identification of investments that represent 5% or
more of the Plan's net assets available for benefits. During
1998, 1997 and 1996, the Plan's investments (including
investments bought and sold, as well as held, during the
year) appreciated (depreciated) in fair value as follows:
Realized and
Unrealized
Net
Appreciation
(Depreciation) Fair Value
in Fair Value at End
During Year of Year
------------- -----------
Year ended December 31, 1998:
Investments at fair value as
determined by quoted market price:
KCPL Stock Fund $ (774,899) $ 89,135,730
Fidelity Investment Funds:
MIP Fund 9,149,784
Puritan Fund 771,994 19,258,447
Magellan Fund 9,714,854 47,434,268
Asset Manager Fund (85,805) 1,812,232
OTC Portfolio 1,119,461 5,142,776
Overseas Fund 204,113 2,378,507
Blue Chip Growth Portfolio 91,925 1,318,563
Freedom Income Fund 1,897 136,097
Freedom 2000 (326) 54,842
Freedom 2010 2,042 294,050
Freedom 2020 14,117 133,883
Freedom 2030 3,205 74,415
---------- -----------
11,062,578 176,323,594
Investments at estimated fair
value:
Loans to participants - 5,887,704
----------- ------------
$11,062,578 $182,211,298
----------- ------------
----------- ------------
18
<PAGE>
KANSAS CITY POWER & LIGHT COMPANY
CASH OR DEFERRED ARRANGEMENT
EMPLOYEE SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. INVESTMENTS (CONTINUED)
Realized and
Unrealized
Net
Appreciation
(Depreciation) Fair Value
in Fair Value at End
During Year of Year
-------------- -------------
Year ended December 31, 1997:
Investments at fair value as
determined by quoted market price:
KCPL Stock Fund $ 2,545,025 $ 85,658,711
Fidelity Investment Funds:
MIP Fund - 8,164,153
Puritan Fund 1,573,140 16,348,723
Magellan Fund 5,046,647 35,766,457
Asset Manager Fund 91,409 1,268,009
OTC Portfolio (1,016) 2,997,828
Overseas Fund 50,573 2,050,412
UMB Bank, N.A. - 4,484
----------- -----------
9,305,778 152,258,777
Investments at estimated fair
value:
Loans to participants - 5,938,460
$ 9,305,778 $ 158,197,237
----------- -------------
----------- -------------
19
<PAGE>
KANSAS CITY POWER & LIGHT COMPANY
CASH OR DEFERRED ARRANGEMENT
EMPLOYEE SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. INVESTMENTS (CONTINUED)
Realized and
Unrealized
Net
Appreciation
(Depreciation)
in Fair
Value
During Year
--------------
Year ended December 31, 1996:
Investments at fair value as
determined by quoted market price:
KCPL Stock Fund $5,291,582
Fidelity Investment Funds:
MIP Fund -
Puritan Fund 199,817
Magellan Fund (1,219,051)
Asset Manager Fund 20,769
OTC Portfolio 69,080
Overseas Fund 63,352
UMB Bank, N.A. -
------------
$4,425,549
------------
------------
Dividend income earned on the Plan's investments was
$9,677,125, $8,474,923 and $9,875,845 during the years ended
December 31, 1998, 1997 and 1996, respectively.
Interest income earned on the Plan's investments was
$998,366, $1,031,031 and $947,124 during the years ended
December 31, 1998, 1997 and 1996, respectively.
20
<PAGE>
KANSAS CITY POWER & LIGHT COMPANY
CASH OR DEFERRED ARRANGEMENT
EMPLOYEE SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
4. INCOME TAX STATUS
The Plan has received a determination letter from the
Internal Revenue Service dated July 16, 1998 stating that
the Plan is qualified under Section 401(1) of the Internal
Revenue Code (the Code) and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required
to operate in conformity with the Code to maintain its
qualification. The Plan has been amended since receiving the
last tax determination letter. However, the Administrative
Committee believes the Plan is being operated in compliance
with the applicable requirements of the Code and, therefore,
believes that the Plan is qualified and the related trust is
tax exempt.
5. AMENDED AND RESTATED PLAN OF MERGER WITH WESTERN
RESOURCES
A merger agreement was entered into with Western Resources
on February 7, 1997. In December 1997 KCPL canceled its
previously scheduled special meeting of shareholders to vote
on the transaction because Western Resources advised KCPL
that its investment bankers, Salomon Smith Barney, had
indicated that it was unlikely that Salomon would be in a
position to issue a fairness opinion. During 1997 KCPL
incurred and deferred $7 million of merger-related costs
that were expensed in December 1997.
On March 18, 1998, KCPL and Western Resources entered into
an Amended and Restated Agreement and Plan of Merger
(Amended Agreement). This Amended Agreement provides for the
combination of the regulated electric utilities of KCPL and
Western Resources into Westar Energy, a new company, using
purchase accounting. Westar Energy would be owned
approximately 80.1% by Western Resources and approximately
19.9% by KCPL shareholders. KCPL shareholders would receive
for each share of KCPL's stock one share of Westar Energy
common stock and a fraction of a share of Western Resources
common stock. The value of any transaction to KCPL
shareholders cannot be determined until closing. If Western
Resources' average stock price for a twenty-day period just
prior to closing is less than or equal to $29.78, either
party can terminate this Amended Agreement. The Amended
Agreement also requires KCPL to redeem all outstanding
shares of cumulative preferred stock before consummation of
the proposed transactions.
21
<PAGE>
KANSAS CITY POWER & LIGHT COMPANY
CASH OR DEFERRED ARRANGEMENT
EMPLOYEE SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. AMENDED AND RESTATED PLAN OF MERGER WITH WESTERN RESOURCES (CONTINUED)
If the Amended Agreement is terminated under certain
circumstances and KCPL, within two and one-half years
following termination, agrees to consummate a business
combination with a third party that made a proposal to
combine before termination, a payment of $50 million will be
due Western Resources. Under certain circumstances, if KCPL
determines not to consummate its merger into Westar Energy
due to its inability to receive a favorable tax opinion from
its legal counsel, it must pay Western Resources
$5 million. Western Resources will pay KCPL $5 million to
$35 million if the Amended Agreement is terminated and all
closing conditions are satisfied other than conditions
relating to Western Resources receiving a favorable tax
opinion from its legal counsel, favorable statutory
approvals or an exemption from the Public Utility Holding
Company Act of 1935.
On July 30, 1998, KCPL's and Western Resources' shareholders
approved the Amended Agreement at special meetings of
shareholders. However, the transaction is still subject to
several other closing conditions, including:
- approval by a number of regulatory and governmental
agencies on terms and conditions which would not have a
material adverse effect on the benefits anticipated by
Western Resources in the merger.
- Merger hearings before the Kansas Corporation
Commission (KCC) concluded on May 20, 1999.
- Merger hearings before the Missouri Public Service
Commission (MPSC) are scheduled to begin on July 26,
1999.
The orders in the KCC and MPSC proceedings are expected
this fall.
- The Federal Energy Regulatory Commission (FERC)
hearing is schedule to begin October 25, 1999.
Unless a settlement is reached with the FERC, an
order is not expected until the first quarter of
2000.
- reasonable satisfaction by Western Resources that it
will be exempt from all of the provisions of the Public
Utility Holding Company Act of 1935 other than Section
9(a)(2) thereof.
22
<PAGE>
KANSAS CITY POWER & LIGHT COMPANY
CASH OR DEFERRED ARRANGEMENT
EMPLOYEE SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. AMENDED AND RESTATED PLAN OF MERGER WITH WESTERN RESOURCES (CONTINUED)
We cannot predict when or if the closing conditions will be
met. If the merger has not closed by December 31, 1999,
either party may terminate the Amended Agreement. The effect
of the merger on the Plan is not known yet.
6. SUBSEQUENT EVENT
Effective January 1, 1999, the Plan was amended to allow
participants who have attained the age of 55 to transfer
funds in their Company-Match Account to any investment fund
offered under the Plan.
7. YEAR 2000 ISSUE (UNAUDITED)
The Company determined the necessity to take certain steps
to ensure that the Plan's information systems are prepared
to handle year 2000 dates. Plan management took a two-phase
approach. The first phase addressed internal systems to be
modified or replaced to function properly. Resources were
utilized to replace and modify existing software
applications and to test the software and equipment for year
2000 readiness. The Company substantially has completed
these readiness efforts. Costs associated with these efforts
were not estimated to be significant and were paid by the
Company.
For the second phase, Plan management established formal
communications with its third-party service providers to
determine that they have developed plans to address their
own year 2000 problems as they relate to the Plan's
operations. The third-party service providers have indicated
that they will be year 2000 compliant by mid-year 1999.
If modifications to data processing systems of either the
Company or its service providers are not completed timely,
the year 2000 could have a material impact on the operations
of the Plan. Plan management has developed and will
implement, if necessary, the appropriate contingency plans
to mitigate to the extent possible the effects of any
year 2000 noncompliance.
23
<PAGE>
Kansas City Power & Light Company
Cash or Deferred Arrangement
Employee Savings Plan Plus
Schedule of Assets Held for Investment
December 31, 1998
Number
of Shares
Identity of Issuer or Units Cost Current Value
- ---------------------------------- ----------- ------------ -------------
Corporate Stocks:
Kansas City Power & Light Company* 3,008,805 $ 71,349,005 $ 89,135,730
Registered Investment Companies:
Fidelity Managed Income 9,149,784 9,149,784 9,149,784
Portfolio
Fidelity Puritan Fund 963,225 16,270,121 19,258,447
Fidelity Magellan Fund 392,126 30,909,541 47,434,268
Fidelity Asset Manager Fund 104,239 1,809,014 1,812,232
Fidelity OTC Portfolio 117,902 4,089,270 5,142,776
Fidelity Overseas Fund 66,126 2,123,243 2,378,507
Fidelity Blue Chip Growth 26,171 1,222,121 1,318,563
Portfolio
Fidelity Freedom Income Fund 12,177 132,868 136,097
Fidelity Freedom 2000 4,448 54,697 54,842
Fidelity Freedom 2010 22,115 292,034 294,050
Fidelity Freedom 2020 9,601 117,271 133,883
Fidelity Freedom 2030 5,359 67,361 74,415
Loans to participants (rates
range from 7.75% to 12%) - 5,887,704 5,887,704
------------ ------------
$143,474,034 $182,211,298
------------ ------------
------------ -------------
*Party-in-interest to the Plan.
24
<PAGE>
<TABLE>
Kansas City Power & Light Company
Cash or Deferred Arrangement Employee Savings Plan Plus
Schedule of Reportable Transactions
Year ended December 31, 1998
Current
Value of
Asset on Net
Identity of Purchase Selling Cost Transaction Gain
Party Involved Description of Asset Price Price of Asset Date (Loss)
- -------------- ------------------------- --------- ---------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Category (iii) - Series of transactions in excess of 5% of plan assets
UMB Bank, N.A* Money market account $19,738,449 $ - $19,738,449 $19,738,449 $ -
UMB Bank, N.A* Money market account - 19,742,933 19,742,933 19,742,933 -
UMB Bank, N.A* Kansas City Power & Light
Company Stock Fund 12,264,877 - 12,264,877 12,264,877 -
UMB Bank, N.A* Kansas City Power & Light
Company Stock Fund - 8,012,960 6,217,221 8,012,960 1,795,739
Fidelity Fidelity Managed Income 5,566,340 - 5,566,340 5,566,340 -
Investments Portfolio
Fidelity Fidelity Managed Income - 4,580,709 4,584,297 4,580,709 (3,588)
Investments Portfolio
Fidelity Fidelity Magellan Fund 6,931,371 - 6,931,371 6,931,371 -
Investments
Fidelity Fidelity Magellan Fund - 4,978,414 3,556,717 4,978,414 1,421,697
Investments
There were no category (i), (ii) or (iv) reportable transactions during 1998.
*Party-in-interest to the Plan.
</TABLE>
25
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Administrative Committee of the Employee Savings
Plus Plan has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
EMPLOYEE SAVINGS PLUS PLAN
(
(
(By: /s/B. M. Tate
( B. M. Tate, Chairman
(
(
( /s/F. L. Branca
( F. L. Branca, Member
(
(
( /s/Jeanie S. Latz
( J. S. Latz, Member
June 25, 1999
<PAGE>
Exhibit 1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-58917) pertaining to the Kansas City
Power & Light Company Cash or Deferred Arrangement Employee Savings
Plus Plan of Kansas City Power & Light Company of our report dated
June 14, 1999, with respect to the financial statements and
schedules of the Kansas City Power & Light Company Cash or
Deferred Arrangement Employee Savings Plus Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 1998.
/s/Ernst & Young LLP
Kansas City, Missouri
June 25, 1999
<PAGE>
Exhibit 2
Consent of Independent Accountants
We consent to the incorporation by reference in the
registration statement of Kansas City Power & Light Company on
Form S-8 (File No. 33-58917) of our report dated June 17, 1998,
on our audits of the financial statements of Kansas City Power
& Light Company Cash or Deferred Arrangement Employee Savings
Plus Plan as of December 31, 1997, and for the years ended
December 31, 1997 and 1996, which report is included in this
Annual Report on Form 11-K.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Kansas City, Missouri
June 25, 1999
