Registration No. ______________
As filed with the Securities and Exchange Commission on March 16, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
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
incorporation or No.)
organization)
1201 Walnut
Kansas City, Missouri 64106
(Address and Zip Code principal executive offices)
____________________
EMPLOYEE SAVINGS PLUS PLAN
____________________
Jeanie Sell Latz, Corporate Secretary
1201 Walnut
Kansas City, Missouri 64106
(Name and address of agent for service)
(816) 556-2936
(Telephone number, including area code, of agent of service)
____________________
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount to Offering Aggregate Amount of
Securities to be Price per Offering Registration
be Registered Registered Share* Price* Fee
- ------------- ---------- -------- ------------ ------------
Common Stock 1,500,000 $23.875 $35,812,500.00 $9,955.88
without shares
Par Value
- ---------------------------------------------------------------------------
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
*Estimated solely for purpose of determining the
registration fee. The average of the high and low prices in
Common Stock on March 14, 2000, as reported on the NYSE Composite
Transaction, was $23.875.
<PAGE>
This employee benefit plan was originally filed pursuant to
Registration Statement No. 33-17403. Additional securities were
registered for use in the Plan pursuant to Registration Statement
No. 33-33377, Registration Statement No. 33-42187, Registration
Statement No. 33-62942, Registration Statement No. 33-58917, and
Registration No. 333-49353. The appropriate portions of those
Registration Statements are incorporated by reference.
No opinions of counsel are required with this filing.
The consents of independent accountants are included with
this filing.
Powers of Attorney for individual signatories are included
with this filing.
1
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Kansas City Power & Light Company (the Company) on
Form S-8 (i) our report dated February 1, 2000, on our audits of
the consolidated financial statements of the Company as of
December 31, 1999, and 1998, and for the years ended December 31,
1999, 1998, and 1997, which report is included in the Company's
Annual Report on Form 10-K; and (ii) our report dated June 17,
1998, on our audits of the financial statements of the Kansas
City Power and 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 Kansas City Power & Light Company Cash or Deferred Arrangement
Employee Savings Plus Plan Annual Report on Form 11-K.
Kansas City, Missouri /s/PricewaterhouseCoopers LLP
March 16, 2000 PricewaterhouseCoopers LLP
2
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Kansas City Power & Light
Company Cash or Deferred Arrangement Employee Savings Plus Plan
of our report dated June 11, 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 the Plan's Annual Report on Form 11-K for the year ended
December 31, 1998, filed with the Securities and Exchange
Commission.
/s/Ernst & Young LLP
Ernst & Young LLP
Kansas City, Missouri
March 16, 2000
3
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute and
appoint Drue Jennings, his true and lawful attorney and agent,
with full power and authority to execute in the name and on
behalf of the undersigned as such director a Registration
Statement on Form S-8 and all amendments thereto; hereby granting
unto such attorney and agent full power of substitution and
revocation in the premises; and hereby ratifying and confirming
all that such attorney and agent may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 14th day of March, 2000.
/s/Bernard J. Beaudoin
Bernard J. Beaudoin
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 14th day of March, 2000, before me the undersigned,
a Notary Public, personally appeared Bernard J. Beaudoin, to be
known to be the person described in and who executed the
foregoing instrument, and who, being by me first duly sworn,
acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 2000
4
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute and
appoint Drue Jennings, his true and lawful attorney and agent,
with full power and authority to execute in the name and on
behalf of the undersigned as such director a Registration
Statement on Form S-8 and all amendments thereto; hereby granting
unto such attorney and agent full power of substitution and
revocation in the premises; and hereby ratifying and confirming
all that such attorney and agent may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 14th day of March, 2000.
/s/David L. Bodde
David L. Bodde
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 14th day of March, 2000, before me the undersigned,
a Notary Public, personally appeared David L. Bodde, to be known
to be the person described in and who executed the foregoing
instrument, and who, being by me first duly sworn, acknowledged
that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 2000
5
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute and
appoint Drue Jennings, his true and lawful attorney and agent,
with full power and authority to execute in the name and on
behalf of the undersigned as such director a Registration
Statement on Form S-8 and all amendments thereto; hereby granting
unto such attorney and agent full power of substitution and
revocation in the premises; and hereby ratifying and confirming
all that such attorney and agent may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 14th day of March, 2000.
/s/William H. Clark
William H. Clark
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 14th day of March, 2000, before me the undersigned,
a Notary Public, personally appeared William H. Clark, to be
known to be the person described in and who executed the
foregoing instrument, and who, being by me first duly sworn,
acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 2000
6
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute and
appoint Drue Jennings, his true and lawful attorney and agent,
with full power and authority to execute in the name and on
behalf of the undersigned as such director a Registration
Statement on Form S-8 and all amendments thereto; hereby granting
unto such attorney and agent full power of substitution and
revocation in the premises; and hereby ratifying and confirming
all that such attorney and agent may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 14th day of March, 2000.
/s/Robert J. Dineen
Robert J. Dineen
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 14th day of March, 2000, before me the undersigned,
a Notary Public, personally appeared Robert J. Dineen, to be
known to be the person described in and who executed the
foregoing instrument, and who, being by me first duly sworn,
acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 2000
7
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute and
appoint Drue Jennings, his true and lawful attorney and agent,
with full power and authority to execute in the name and on
behalf of the undersigned as such director a Registration
Statement on Form S-8 and all amendments thereto; hereby granting
unto such attorney and agent full power of substitution and
revocation in the premises; and hereby ratifying and confirming
all that such attorney and agent may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 14th day of March, 2000.
/s/W. Thomas Grant II
W. Thomas Grant II
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 14th day of March, 2000, before me the undersigned,
a Notary Public, personally appeared W. Thomas Grant II, to be
known to be the person described in and who executed the
foregoing instrument, and who, being by me first duly sworn,
acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 2000
8
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute and
appoint Drue Jennings, his true and lawful attorney and agent,
with full power and authority to execute in the name and on
behalf of the undersigned as such director a Registration
Statement on Form S-8 and all amendments thereto; hereby granting
unto such attorney and agent full power of substitution and
revocation in the premises; and hereby ratifying and confirming
all that such attorney and agent may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 14th day of March, 2000.
/s/George E. Nettels, Jr.
George E. Nettels, Jr.
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 14th day of March, 2000, before me the undersigned,
a Notary Public, personally appeared George E. Nettels, Jr., to
be known to be the person described in and who executed the
foregoing instrument, and who, being by me first duly sworn,
acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 2000
9
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute and
appoint Drue Jennings, her true and lawful attorney and agent,
with full power and authority to execute in the name and on
behalf of the undersigned as such director a Registration
Statement on Form S-8 and all amendments thereto; hereby granting
unto such attorney and agent full power of substitution and
revocation in the premises; and hereby ratifying and confirming
all that such attorney and agent may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 14th day of March, 2000.
/s/Linda H. Talbott
Linda H. Talbott
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 14th day of March, 2000, before me the undersigned,
a Notary Public, personally appeared Linda H. Talbott, to be
known to be the person described in and who executed the
foregoing instrument, and who, being by me first duly sworn,
acknowledged that she executed the same as her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 2000
10
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute and
appoint Drue Jennings, his true and lawful attorney and agent,
with full power and authority to execute in the name and on
behalf of the undersigned as such director a Registration
Statement on Form S-8 and all amendments thereto; hereby granting
unto such attorney and agent full power of substitution and
revocation in the premises; and hereby ratifying and confirming
all that such attorney and agent may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 14th day of March, 2000.
/s/Robert H. West
Robert H. West
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 14th day of March, 2000, before me the undersigned,
a Notary Public, personally appeared Robert H. West, to be known
to be the person described in and who executed the foregoing
instrument, and who, being by me first duly sworn, acknowledged
that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 2000
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement or amendment
thereto to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kansas City, and State of
Missouri, on the 16th day of March, 2000.
KANSAS CITY POWER & LIGHT COMPANY
By: /s/Drue Jennings
(Drue Jennings)
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment has been signed below by
the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
Chairman of the )
Board and Chief )
Executive Officer )
/s/Drue Jennings (Principal Executive )
(Drue Jennings) Officer) )
)
Executive Vice )
President and Chief )
Financial Officer )
/s/Marcus Jackson (Principal Financial )
(Marcus Jackson) Officer) )
)
Controller )
/s/Neil Roadman (Principal )
(Neil Roadman) Accounting Officer) )
)
Bernard J. Beaudoin* Director )
(Bernard J. Beaudoin) )
)
David L. Bodde* Director )
(David L. Bodde) )
)
William H. Clark* Director ) March 16, 2000
(William H. Clark) )
)
Robert J. Dineen* Director )
(Robert J. Dineen) )
)
W. Thomas Grant II* Director )
(W. Thomas Grant II) )
)
George E. Nettels, Jr.* Director )
(George E. Nettels, Jr.) )
)
Linda Hood Talbott* Director )
(Linda Hood Talbott) )
)
Robert H. West* Director )
(Robert H. West)
*By /s/Drue Jennings
(Drue Jennings)
Attorney-in-fact
