SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
KANSAS CITY POWER AND LIGHT COMPANY
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
485 1341 00
(CUSIP Number)
Page 1 of 13 Pages
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CUSIP NO. 485 1341 00 SCHEDULE 13G Page 2 of 13 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
UMB BANK, n.a. ("UMB")
2. Check the Appropriate box if a member of a group (a) [ ]
(b) [ X ]
3. SEC Use Only
4. Citizenship or Place of Organization: United States
Number of Shares Beneficially owned by UMB With:
5. Sole Voting Power: 109,677. UMB disclaims beneficial ownership of these
shares.
6. Shared Voting Power: 3,191,339. UMB disclaims beneficial ownership
of these shares which include 3,132,147 shares held as trustee of the
Kansas City Power and Light Company CODA ESP 401(k) Plan (401(k) Plan).
7. Sole Dispositive Power: 109,677. UMB disclaims beneficial ownership
of these shares.
8. Shared Dispositive Power: 3,191,339. UMB disclaims beneficial ownership
of these shares, which include 3,132,147 shares held as trustee of the
401(k) Plan.
9. Aggregate Amount Beneficially Owned by UMB: 3,301,016. UMB disclaims
beneficial ownership of these shares, which include 3,132,147 shares
held by the trustees of the 401(k) Plan.
10. Check Box if the Aggregate Amount in Row (9) excludes Certain Shares:
[X] Such amount excludes 1,647,886 shares of the Issuer's Common Stock
held in custody accounts by UMB for which UMB has no voting or
dispositive power.
11. Percent of Class Represented by Amount in Row 9: 5.3%
12. Type of Reporting Person: BK
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CUSIP NO. 485 1341 00 SCHEDULE 13G Page 3 of 13 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
UMB FINANCIAL CORPORATION ("UMBFC")
2. Check the Appropriate box if a member of a group (a) [ ]
(b) [ X ]
3. SEC Use Only
4. Citizenship or Place of Organization: Missouri
Number of Shares Beneficially owned by UMBFC With:
5. Sole Voting Power: -0-
6. Shared Voting Power: -0-
7. Sole Dispositive Power: -0-
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by UMBFC: -0-
10. Check Box if the Aggregate Amount in Row (9) excludes Certain shares:
[X] Such amount excludes 4,948,902 shares of the Issuer's Common Stock
held by UMB in various capacities as to which UMBFC has no voting or
dispositive power.
11. Percent of Class Represented by Amount in Row 9: 0%
12. Type of Reporting Person: HC
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CUSIP NO. 485 1341 00 SCHEDULE 13G Page 4 of 13 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
Kansas City Power and Light Company CODA ESP 401(k) Plan (401(k) Plan)
2. Check the Appropriate box if a member of a group (a) [ ]
(b) [ X ]
3. SEC Use Only
4. Citizenship or Place of Organization: Missouri
Number of Shares Beneficially owned by the 401(k) Plan With:
5. Sole Voting Power: -0-
6. Shared Voting Power: 3,132,147. Beneficial ownership is disclaimed as
to all of these shares, which are held on behalf of the 401(k) Plan.
7. Sole Dispositive Power: -0-
8. Shared Dispositive Power: 3,132,147. Beneficial ownership is disclaimed
as to all of these shares, which are held on behalf of the 401(k)
Plan.
9. Aggregate Amount Beneficially Owned by the 401(k) Plan: 3,132,147.
Beneficial ownership is disclaimed as to all shares which are held on
behalf of the 401(k) Plan and have been allocated to the accounts of
participants.
10. Check Box if the Aggregate Amount in Row (9) excludes Certain Shares:
[ ]
11. Percent of Class Represented by Amount in Row 9: 5.06%
12. Type of Reporting Person: EP
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CUSIP NO. 485 1341 00 Page 5 of 13 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer:
Kansas City Power and Light Company, a Missouri corporation.
Item 1(b) Address of Issuer's Principal Executive Offices:
1201 Walnut Street, Kansas City, Missouri 64106.
Item 2(a) Names of Persons Filing:
(i) UMB Bank, n.a. ("UMB")
(ii) UMB Financial Corporation ("UMBFC")
(iii) Kansas City Power and Light Company CODA ESP 401(k) Plan
(401(k) Plan).
Item 2(b) Address of Principal Business or, if none, Residence:
Both UMB and UMBFC maintain their principal executive offices at, and
the address for the 401(k) Plan is, 1010 Grand Boulevard, Kansas City,
Missouri 64106
Item 2(c) Citizenship:
UMBFC is a corporation organized under the laws of the State of
Missouri, UMB is a national banking association chartered by the United
States and the 401(k) Plan is a trust organized in the State of
Missouri.
Item 2(d) Title of Class of Securities: common stock, no par value (the
"Common Stock").
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CUSIP NO. 485 1341 00 SCHEDULE 13G Page 6 of 13 Pages
Item 2(e) CUSIP Number: 485 5281 03
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or Dealer under Section 15 of the Act.
(b) [X] Bank as defined in section 3(a)(6) of the Act (UMB).
(c) [ ] Insurance Company as defined in section 3(a)(19)of the Act.
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act.
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940.
(f) [X] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F).
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G) (Note: See Item 7).
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii) (H).
The 401(k) Plan may be deemed to beneficially own in excess of 5% of the
Issuer's Common Stock and is filing this statement as a result thereof. As
trustee of the 401(k) Plan, UMB may have certain dispositive and voting powers
over such shares and is filing this schedule as a result of having such powers.
UMBFC owns 100 percent of the outstanding stock of UMB and is filing this
schedule solely as a result of such stock ownership.
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CUSIP NO. 485 1341 00 SCHEDULE 13G Page 7 of 13 Pages
Item 4. Ownership:
KCPL CODA ESP 401(k) may be deemed to beneficially own certain shares of
Issuer's Common Stock held by KCPL CODA ESP 401(k). UMB serves as trustee of
KCPL CODA ESP 401(k).
With respect to shares of KCPL Common Stock purchased from employee salary
deferrals or qualified rollovers: KCPL participants exercise voting and certain
dispositive powers over KCPL shares allocated to their accounts in the KCPL CODA
ESP 401(k) Plan.
Under the Plan, the participants have the right to direct the voting of such
shares and the tendering of such shares in response to a tender offer or other
purchase offer. To the extent that participants do not give voting instructions
to UMB, as trustee of the Plan, such shares of the Issuer's Common Stock are
voted in accordance with guidelines established by the UMB Trust Policy
Committee.
The shares of the Issuer's Common Stock held by the Plan that are allocated to
the participants' accounts are disposed of in response to a tender offer,
exchange offer, or other offer to purchase at the direction of the participants.
If disposition instructions with respect to such an offer are not given by the
participants to UMB, as trustee, it will dispose of all shares for which no
instructions are received in response to a tender or other offer in accordance
with guidelines established by the UMB Trust Policy Committee.
All shares of Issuer's Common Stock held by KCPL CODA ESP 401(k) are allocated
to the accounts of the participants in the plan, and beneficial ownership is
disclaimed as to those shares.
With respect to shares of KCPL Common Stock purchased from employer match
contributions: All such shares are allocated to the accounts of participants.
The KCPL CODA ESP 401(k) Administrative Committee retains the right to direct
the voting of such shares and the tendering of such shares in response to a
tender offer or other purchase offer. If the Administrative Committee elects not
to exercise their rights with regard to these issues, UMB, as trustee, shall
direct the voting of such shares and respond to a tender offer, exchange offer,
or other offer to purchase in accordance with guidelines established by the UMB
Trust Policy Committee.
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CUSIP NO. 485 1341 00 SCHEDULE 13G Page 8 of 13 Pages
Therefore, KCPL CODA ESP 401(k) may be deemed to beneficially own shares of the
Issuer's Common Stock as follows:
(a) Amount Beneficially Owned: 3,132,910.1901. Beneficial ownership is
disclaimed as to all shares that are allocated to the accounts of
participants from employee salary deferrals: 1,226,114.6941, and
qualified rollovers: 1,463,797.6567. Beneficial Ownership of employer
match contributions: 442,997.8393, under the KCPL CODA ESP 401(k)are
also disclaimed.
(b) Percent of Class: 5.06%
(c) Number of shares as to which KCPL CODA ESP 401(k) has:
(1) sole power to vote or to direct the vote: -0-
(2) shared power to vote or to direct the vote: 3,132,910.1901. Beneficial
Ownership of these shares is disclaimed.
(3) sole power to dispose or to direct the disposition of: -0-
(4) shared power to dispose or to direct the disposition of: 3,132,910.1901
Beneficial ownership of these shares is disclaimed
UMB may be deemed to beneficially own certain shares of Issuer's Common Stock,
including the shares held by KCPL CODA ESP 401(k) and shares of Common Stock
held in other capacities. As trustee, UMB may be deemed to have voting or
dispositive power over the shares of Common Stock held by KCPL CODA ESP 401(k),
even though UMB disclaims beneficial ownership over such shares. With respect to
the shares of Common Stock held in other capacities, UMB may also be deemed to
have either sole or shared voting power over certain of such shares, but
disclaims beneficial ownership over such shares. UMB disclaims beneficial
ownership over and has not included in the Schedule 13G any and all shares of
the Issuer's Common Stock held in custodial and other capacities over which UMB
has no voting or dispositive power (either by itself or with others).
Therefore, UMB may be deemed to beneficially own shares of the Issuer's Common
Stock as follows:
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CUSIP NO. 485 1341 00 SCHEDULE 13G Page 9 of 13 Pages
(a) Amount Beneficially Owned: 3,301,016. Beneficial ownership is disclaimed
as to these shares, 3,132,147 of which are held on behalf of the
KCPL CODA ESP 401(k). Such amount excludes 1,647,886 shares of Issuer's
common Stock held in custody accounts by UMB for which UMB has no
voting or dispositive power.
(b) Percent of Class: 5.3%.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:109,677 shares. UMB
disclaims beneficial ownership of these shares.
(ii) shared power to vote or to direct the vote: 3,191,339 shares.
UMB disclaims beneficial ownership of these shares which
includes 3,132,147 shares held by the trustees of the 401(k)
Plan.
(iii) sole power to dispose or to direct the disposition: 109,677
shares. UMB disclaims beneficial ownership of these shares.
(iv) shared power to dispose or to direct the disposition: 3,191,339
shares. UMB disclaims beneficial ownership of these shares
which includes 3,132,147 shares held by the trustees of the
401(k) Plan.
UMBFC does not own of record any shares of the Issuer's Common Stock
and does not exercise or direct the exercise of any voting or
dispositive power over the shares of the Issuer's Common Stock
reported herein and is precluded by applicable law from directing the
exercise of such power over said shares of the Issuer's Common Stock
held by UMB.
Item 5 Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
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CUSIP NO. 485 1341 00 SCHEDULE 13G Page 10 of 13 Pages
Item 7 Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company.
Information as to UMB, which is jointly filing this statement with
UMBFC, is presented above.
Item 8 Identification and Classification of Members of the Group.
Not Applicable.
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification.
See below.
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CUSIP NO. 485 1341 00 SCHEDULE 13G Page 11 of 13 Pages
Signature
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
UMB Bank, n.a.
Dated: June 1, 2000 By _________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: June 1, 2000 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
Kansas City Power and Light Company
CODA ESP 401(k) Plan
By: UMB Bank, n.a., Trustee
Dated: June 1, 2000 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
<PAGE>
CUSIP NO. 485 1341 00 SCHEDULE 13G Page 12 of 13 Pages
EXHIBIT INDEX
Exhibit Document Page No.
A. Joint Filing Agreement
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CUSIP NO. 485 1341 00 SCHEDULE 13G Page 13 of 13 Pages
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of the Schedule 13G to which this Exhibit is attached with respect to
the Common Stock, no par value, of Casey's General Stores, Inc., an Iowa
corporation, and consent to this Joint Filing Agreement being included as an
Exhibit to such filing. In evidence thereof the undersigned hereby execute this
Agreement this first day of June, 2000.
UMB Bank, n.a.
Dated: June 1, 2000 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: June 1, 2000 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
Kansas City Power and Light Company
CODA ESP 401(k) Plan
By: UMB Bank, n.a., Trustee
Dated: June 1, 2000 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
