SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule
240.14a-12
KANSAS CITY POWER & LIGHT COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
_____________________
(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed 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 (set forth
in the amount on which the filing fee is calculated and
state how it was determined): _________________
(4) Proposed maximum aggregate value of transaction: _____
(5) Total fee paid: __________
[ ] Fee paid previously with preliminary materials.
[ ] 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: _____
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[LOGO]
KANSAS CITY POWER & LIGHT COMPANY
1201 WALNUT
KANSAS CITY, MISSOURI 64106
March 24, 2000
Dear Shareholder:
We are pleased to invite you to the Annual Meeting of
Shareholders of Kansas City Power & Light Company. This meeting
will be held at 10:00 a.m. (Central Daylight Time) on Tuesday,
May 2, 2000, at the Hyatt Regency Crown Center located at 2345
McGee Street, Kansas City, Missouri. Parking is available in the
hotel garage. At this meeting, you will be asked to elect eight
directors and to ratify and approve the appointment of
independent accountants for 2000.
We hope you and your guest will be able to attend the
meeting. Refreshments will be available starting at 9:00 a.m.
Sincerely,
/s/Drue Jennings
Drue Jennings
Chairman of the Board and
Chief Executive Officer
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[LOGO]
KANSAS CITY POWER & LIGHT COMPANY
1201 Walnut
Kansas City, Missouri 64106
__________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Date: Tuesday, May 2, 2000
Time: 10:00 a.m. (Central Daylight Time)
Place: The Hyatt Regency Crown Center
2345 McGee Street
Kansas City, Missouri
The purposes of the Annual Meeting are to:
1. Elect eight directors; and
2. Ratify the appointment of independent accountants.
Shareholders of record as of the close of business on
March 13, 2000, are eligible to vote at this meeting.
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The Hyatt Regency Crown Center is accessible to all
shareholders. Shareholders with special assistance
needs should contact the Corporate Secretary, Kansas
City Power & Light Company, 1201 Walnut, Kansas City,
Missouri 64106-2124, no later than Friday, April 28,
2000.
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PROXY STATEMENT
This proxy statement and accompanying proxy card are being
mailed, beginning March 24, 2000, to owners of common shares of
Kansas City Power & Light Company ("KCPL") stock for the
solicitation of proxies by the KCPL Board of Directors ("Board")
for the 2000 Annual Meeting of Shareholders. The Board
encourages you to read this document carefully and take this
opportunity to vote on the matters to be decided at the Annual
Meeting.
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CONTENTS
Page
Voting Procedures 1
Corporate Governance 2
Election of Directors (Item 1 on Proxy Card) 4
Submission of Shareholder Proposals and Director Nominations 6
Nominating & Compensation Committee Report on Executive
Compensation 8
Stock Performance Graph 10
Security Ownership of Directors and Officers 11
Executive Compensation 12
Pension Plans 13
Severance Agreements 14
Ratification of Appointment of Independent Accountants 16
(Item 2 on Proxy Card)
Other Business 16
Kansas City Power & Light Company
1201 Walnut
Kansas City, Missouri 64106-2124
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VOTING PROCEDURES
Your vote is very important. Your shares can only be voted
at the Annual Meeting if you are present or represented by proxy.
Whether or not you plan to attend the Annual Meeting, you are
encouraged to vote by proxy to assure that your shares will be
represented. You may revoke your proxy at any time by:
- written notice to the Corporate Secretary;
- submission of a proxy bearing a later date; or
- casting a ballot during the Annual Meeting proceedings.
Properly executed proxies received by the Corporate Secretary
before the Annual Meeting's adjournment will be voted according
to the directions provided. If a proxy is returned without
shareholder directions, the shares will be voted as recommended
by the Board.
Who can vote? Shareholders who own shares of KCPL's common
stock as of the close of business on March 13, 2000, are entitled
to vote. On that day, approximately 61,898,020 shares of common
stock were outstanding and eligible to vote. Each share is
entitled to one vote on each matter presented at the Annual
Meeting.
Cumulative voting is allowed with respect to the election of
directors. This means each shareholder has a total vote equal to
the number of shares they own 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. If votes for a certain
director nominee are withheld, those votes will be distributed
among the remaining director nominees. Withholding authority to
vote for all director nominees has the same effect as abstaining
from voting for any director nominee. If no instructions are
given, the shares will be voted equally for the election of all
directors.
How do I vote? Other than by attending the Annual Meeting
and voting in person, there are three ways registered
shareholders may vote their shares:
- By Mail
- By Telephone
- By Internet
To vote by mail, simply mark, sign and date the enclosed proxy
card and return it in the postage-paid envelope provided. To
vote by telephone or Internet, 24 hours a day, 7 days a week,
refer to the enclosed proxy card for voting instructions. If you
hold your shares through a broker, bank or other nominee, you
will receive separate instructions from the nominee describing
how to vote your shares. If you are an employee participating in
KCPL's Employee Savings Plus Plan, you will receive
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separate instructions from the Plan's Trustee, UMB Bank, n.a.,
describing how to vote your shares.
What shares are included in the proxy card? The proxy card
represents all the shares registered to your account including
all shares held in your KCPL Dividend Reinvestment and Direct
Stock Purchase Plan account.
How are votes counted? The Annual Meeting will be held if a
quorum, consisting of a majority of outstanding shares of common
stock entitled to vote, is represented. Broker non-votes, votes
withheld and abstentions will be counted for purposes of
determining whether a quorum has been reached.
Is my vote confidential? KCPL has a policy of voting
confidentiality. Proxies, ballots and voting tabulations are
available for examination only by the independent Inspector of
Election and Tabulators. Your vote will not be disclosed to the
Board or management of KCPL except as may be required by law and
in other limited circumstances.
Who is the proxy solicitor? Morrow & Co., Inc., 445 Park
Avenue, New York, New York 10022, has been retained by KCPL to
assist in the distribution of proxy materials and solicitation of
votes for a fee of $8,500 plus reimbursement of out-of-pocket
expenses.
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CORPORATE GOVERNANCE
KCPL's business, property and affairs are managed under the
direction of the Board. This is in accordance with Missouri
General Corporation Law and KCPL's Restated Articles of
Incorporation and By-Laws. Although directors are not involved
in the day-to-day operating details, they are kept informed of
KCPL's business through written reports and documents regularly
provided to them. In addition, directors receive operating,
financial and other reports presented by the Chairman and other
officers of KCPL at Board and committee meetings.
Meetings of the Board. The Board held eight meetings in
1999. Each of the incumbent directors attended at least 75% of
the Board and committee meetings to which he or she was assigned.
Committees of the Board. The Board's five standing
committees for 1999 are described below. Directors' committee
memberships are included in their biographical information
beginning on page 4.
Executive Committee - exercises the full power and
authority of the Board to the extent permitted by Missouri
law. The committee generally meets
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when action is necessary between scheduled Board meetings.
The committee met once in 1999.
Audit Committee - monitors the auditing, accounting and
financial reporting of KCPL. The committee makes
recommendations to the Board concerning the accounting firm
to be employed as independent accountants and consults with
these accountants regarding the adequacy of internal
controls and the scope and results of their audits. The
committee met twice in 1999.
Community Development Committee - establishes
guidelines for corporate policy and provides guidance and
perspective to the Board on the execution of a corporate
policy on community development. The committee approves an
annual report on community development activities and
expenditures. The committee met twice in 1999.
Nominating & Compensation Committee - is responsible
for overseeing the management of human resources activities
of KCPL including:
- selection of nominees to the Board;
- management succession planning;
- determination of the amounts and forms of senior management
compensation;
- administration of KCPL's incentive plans for senior
officers; and
- recommendation for compensation to be paid to Board members.
The committee met twice in 1999.
Nuclear Affairs Committee - monitors, reviews,
evaluates and makes recommendations to the Board with
respect to nuclear matters and affairs. The committee met
once in 1999.
Director Compensation. Compensation is paid to non-employee
members of the Board. An annual retainer of $24,000 was paid in
1999 ($9,000 of which was used to acquire shares of KCPL Common
Stock through KCPL's Dividend Reinvestment and Direct Stock
Purchase Plan on behalf of each non-employee member of the
Board). Attendance fees of $1,000 for each Board meeting and
$1,000 for each committee meeting attended were also paid in
1999. Directors may defer the receipt of all or part of the cash
retainers and meeting fees.
KCPL also provides life and medical insurance coverage for
each non-employee member of the Board. The total premiums paid
by KCPL for this coverage for all participating non-employee
directors in 1999 was $15,731.52.
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ELECTION OF DIRECTORS
Item 1 on Proxy Card
The Board will consist of eight members. The eight nominees
named below have been recommended to the Board by the
Nominating & Compensation Committee to serve as directors until
the next Annual Meeting of Shareholders and until their
successors are elected and qualified. Each nominee has consented
to stand for election and the Board does not anticipate any
nominee will be unavailable to serve. In the event that one or
more of the director nominees should become unavailable to serve
at the time of the Annual Meeting, shares represented by proxy
may be voted for the election of a nominee to be designated by
the Board. All directors in 1999 are listed below as nominees
with the exception of George E. Nettels, Jr., who is retiring
after approximately 20 years of service on the Board. Proxies
cannot be voted for a greater number of persons than eight.
The Board of Directors recommends a vote FOR each of the listed nominees.
Nominees for Directors
Bernard J. Beaudoin Director since 1999
Mr. Beaudoin, 59, is President of KCPL. He is also director and
past Co-Chairperson of Carondelet Health, and a member of the
Board of Trustees of the University of Kansas City. Mr. Beaudoin
served as a member of the Nuclear Affairs Committee during 1999.
David L. Bodde Director since 1994
Dr. Bodde, 57, holds the Charles N. Kimball Professor of
Technology and Innovation at the Bloch School of Business,
University of Missouri-Kansas City. Dr. Bodde formerly served as
Vice President of the Midwest Research Institute ("MRI") and
President of its subsidiary, MRI-Ventures. He also serves on the
Board of Trustees of The Commerce Funds. Dr. Bodde served as a
member of the Nuclear Affairs Committee during 1999.
William H. Clark Director since 1983
Mr. Clark, 68, is President of The Urban League of Greater Kansas
City, a community service agency which focuses on intergroup
relations and human services. He serves on the board of Health
Midwest. Mr. Clark served as a member of the Executive and
Community Development Committees during 1999.
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Robert J. Dineen Director since 1987
Mr. Dineen, 70, is Chairman of the Board of Layne Christensen
Company, the nation's largest provider of drilling services for
the water supply, environmental and minerals exploration markets.
He is also a director of Owens-Illinois Inc. Mr. Dineen served
as a member of the Executive, Nominating & Compensation, and
Nuclear Affairs Committees during 1999.
W. Thomas Grant II Director since 1989
Mr. Grant, 49, is Chairman of the Board, President and Chief
Executive Officer of LabOne Inc., a centralized laboratory that
markets clinical, substance abuse and insurance laboratory
services nationwide. He serves on the boards of Business Men's
Assurance Company of America, Response Oncology, Inc., Commerce
Bancshares, Inc. and AMC, Inc. Mr. Grant served as a member of
the Audit and Community Development Committees during 1999.
A. Drue Jennings Director since 1987
Mr. Jennings, 53, is Chairman of the Board and Chief Executive
Officer of KCPL. He serves on the board of Business Men's
Assurance Company of America. Mr. Jennings served as a member of
the Executive Committee during 1999.
Linda Hood Talbott Director since 1983
Dr. Talbott, 59, is President of Talbott & Associates,
international consultants in strategic planning, philanthropic
management, and development to foundations, corporations, and the
nonprofit sector. She is Chairman of the Center for
Philanthropic Leadership; and Adjunct Professor in the School of
Graduate Studies at the University of Missouri-Kansas City.
Dr. Talbott served as a member of the Audit and Community
Development Committees during 1999.
Robert H. West Director since 1980
Mr. West, 61, is the retired Chairman of the Board of Butler
Manufacturing Company, a supplier of non-residential building
systems, specialty components, and construction services. He
serves on the boards of Burlington Northern Santa Fe Corporation
and Commerce Bancshares, Inc. Mr. West served as a member of the
Executive, Audit, and Nominating & Compensation Committees during
1999.
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SUBMISSION OF SHAREHOLDER PROPOSALS AND
DIRECTOR NOMINATIONS
Shareholder Proposals
Shareholders wishing to have a proposal included in the
proxy statement for the Annual Meeting in 2001 must submit a
written proposal to the Corporate Secretary by November 25, 2000.
Securities and Exchange Commission rules set standards for
shareholder proposal requirements to be included in a proxy
statement.
If a shareholder intends to bring a matter before a
shareholder meeting, other than by submitting a proposal for
inclusion in KCPL's proxy statement for that meeting, the
shareholder must give KCPL notice at least 60 days, but no more
than 90 days, prior to the date of the shareholder meeting. If
KCPL gives shareholders less than 70 days' notice of a
shareholder meeting date, the shareholder's notice must be
received by the Corporate Secretary no later than the close of
business on the tenth (10) day following the day public
disclosure was made.
To be in proper written form, a shareholder's notice must
set forth as to each matter the shareholder proposes to bring
before the shareholder meeting:
- a brief description of the business to be brought before the
shareholder meeting and the reasons for conducting the business
at the shareholder meeting;
- the shareholder's name and record address;
- class and number of shares of Company stock the shareholder
owns beneficially or of record;
- a description of all arrangements or understandings between
the shareholder and any other person or persons (including their
names) in connection with the proposal of the business by the
shareholder, and any material interest of the shareholder in such
business; and
- the shareholder's representation that they intend to appear
in person or by proxy at the annual meeting to bring such
business before the meeting.
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Director Nominations
KCPL's By-Laws also require shareholders wishing to make a
director nomination at a shareholder meeting give KCPL notice at
least 60 days, but no more than 90 days, prior to the date of the
shareholder meeting. If KCPL gives shareholders less than 70
days' notice of a shareholder meeting date, the shareholder's
notice must be received by the Corporate Secretary no later than
the close of business on the tenth (10) day following the day
public disclosure was made.
For a director nominee election to be in proper written
form, a shareholder's notice to the Corporate Secretary must
include:
the Shareholder's
- name and shareholder record; and
- class or series of KCPL stock and number of shares
beneficially held;
and
the Nominee's
- name, age, business address and residence address;
- principal occupation or employment;
- class or series of KCPL stock and number of shares
beneficially held; and
- written consent of the nominee to serve as a director, if
elected.
The notice must also provide:
- a description of all arrangements or understandings between
the shareholder and the nominee;
- a representation that the shareholder intends to appear in
person or by proxy at the shareholders' meeting to nominate the
nominee; and
- any other information relating to the shareholder and the
nominee that is required to be reported in a proxy statement or
other filings as required by Securities and Exchange Commission
rules.
No person shall be eligible for election as a director
unless nominated according to procedures described in KCPL's By-
Laws. Shareholders may request a copy of the By-Laws by
contacting the Corporate Secretary, Kansas City Power & Light
Company, 1201 Walnut, Kansas City, Missouri 64106-2124.
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NOMINATING & COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
This Nominating & Compensation Committee of the Board (the
"Compensation Committee") is composed of three independent
outside directors. The Compensation Committee establishes and
administers the policies and plans that govern compensation for
the executive officers listed in the compensation tables in this
proxy statement. The Compensation Committee's recommendations
are subject to approval by non-employee members of the Board.
The Compensation Committee has not adopted a policy concerning
the Internal Revenue Service's rules on the deductibility of
compensation in excess of $1,000,000.
Executive compensation for KCPL's executive officers include
base salary and incentive pay. The package is designed to
attract and keep talented, key executives critical to KCPL's long-
term success in a deregulated market and to support a performance-
oriented environment. Base salaries are established on the basis
of:
- job responsibilities and complexity;
- individual performance under established guidelines; and
- competitiveness for comparable positions in companies of
similar size within the industry.
The Compensation Committee also compares total executive
compensation packages with several national compensation surveys
including data prepared by the Edison Electric Institute ("EEI").
The KCPL Long- and Short-Term Incentive Compensation Plan
for executive officers based on Economic Value Added (EVA)(R)(1)
aligns the interests of management with shareholders. If
shareholder value is increased by the amount of the annual EVA(R)
goal, bonuses are paid at a target level that varies to reflect a
participant's level of responsibility. A minimum level of EVA(R)
improvement must be achieved before any bonus is awarded. EVA(R)
improvement above the annual goal results in payouts above the
target level, and EVA(R) improvement below the minimum level results
in a negative bonus. A bonus bank is established for each
participant. One half of each positive bonus is deposited in the
bank. The remaining one-half of any positive bonus is paid in
cash. Any negative bonus is also deposited in the bank. When
the bonus bank balance is positive, one-half of the amount of the
bonus bank balance is also paid to the participant. For 1999,
the EVA goal was below the minimum level resulting in negative
bonuses.
____________
(1)EVA(R) is a registered trademark of Stern Stewart & Co. in the
United States of America, France, the United Kingdom, Canada,
Australia and Mexico.
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Chief Executive Officer Compensation
In determining the base salary for A. Drue Jennings, the
Chief Executive Officer, the Compensation Committee considered:
- financial performance of KCPL;
- cost and quality of services provided;
- leadership in enhancing the long-term value of KCPL; and
- relevant salary data including information supplied by the EEI.
Incentive awards to Mr. Jennings under the KCPL Long- and
Short-Term Incentive Plan are determined in the same manner as
the other executive officers.
COMPENSATION COMMITTEE
Robert H. West
George E. Nettels, Jr.
Robert J. Dineen
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[graph]
PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS*
KCPL, S&P 500 INDEX, AND EEI INDEX
1994 1995 1996 1997 1998 1999
------- ------- ------- ------- ------- -------
KCPL $100.00 $119.72 $137.80 $151.14 $159.87 $127.50
S&P 500 $100.00 $137.58 $169.17 $225.60 $290.08 $351.12
EEI Index $100.00 $131.02 $132.59 $168.88 $192.34 $156.57
FISCAL YEARS ENDED DECEMBER 31
*Total return assumes reinvestment of dividends.
Assumes $100 invested on December 31, 1994 in KCPL common Stock,
S&P 500 Index, and EEI Index
[end of graph]
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SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table shows ownership of KCPL's Common Stock
by the named executive officers, other directors and all
directors and officers as a group. The total of all combined
shares represents less than one percent of the outstanding shares
of KCPL's Common Stock. Management of KCPL has no knowledge of
any person (as defined by the Securities and Exchange Commission)
who owns beneficially more than 5% of KCPL Common Stock.
Shares of
Common Stock
Name of Beneficial Owner Beneficially Owned
------------------------ ------------------
Named Executive Officers
Bernard J. Beaudoin 4,087(1)
Marcus Jackson 10,586(1)(2)
A. Drue Jennings 24,508(1)
Douglas M. Morgan 6,311(1)(2)
Ronald G. Wasson 5,344(1)
Other Directors
David L. Bodde 3,504(3)
William H. Clark 2,388
Robert J. Dineen 2,966
W. Thomas Grant II 1,966
Linda Hood Talbott 5,309
Robert H. West 2,658
____________
All Officers and Directors As A Group 178,371(1)(2)
(18 persons)
__________________
(1) Includes shares held in the KCPL's Employee Savings Plus Plan.
(2) Includes exercisable non-qualified stock options granted
under the Long-Term Incentive Plan in the following amounts:
Jackson, 6,000; Morgan, 3,000; All Other Officers As A Group,
80,875.
(3) The nominee disclaims beneficial ownership of 1,000 shares
reported and held by nominee's mother.
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EXECUTIVE COMPENSATION
The following tables contain compensation data for the Chief
Executive Officer and the four other highest compensated
executive officers.
Summary Compensation Table
Annual Compensation
-----------------------------------
All Other
Name and Salary Bonus Compensation
Principal Position Year ($) ($) ($)
- ------------------------ ---- ------- ------- ------------
A. Drue Jennings 1999 475,000 0 67,867
Chairman of the Board 1998 450,000 169,093 62,756
and Chief Executive 1997 430,000 0 61,287
Officer
Bernard J. Beaudoin 1999 290,000 0 20,894
President 1998 215,000 72,614 20,195
1997 206,000 0 20,023
Marcus Jackson 1999 235,000 0 18,815
Executive Vice President 1998 220,000 76,163 17,633
and Chief Financial 1997 200,000 0 15,088
Officer
Ronald G. Wasson 1999 220,000 0 25,657
President-KLT Inc. 1998 208,000 29,501 24,185
1997 200,000 40,000 21,927
Douglas M. Morgan 1999 160,000 0 16,828
Vice President, 1998 140,000 37,331 13,220
Information Technology 1997 130,000 0 10,562
____________
(1) For 1999, amounts include:
- Flex dollars under the Flexible Benefits Plan: Jennings -
$15,942; Beaudoin - $10,849; Jackson - $12,601; Wasson - $11,088;
and Morgan - $12,628.
- Deferred Flex dollars: Jennings - $22,416; Beaudoin -
$2,640; Jackson - $1,167; and Wasson - $1,984.
- Above-market interest paid on deferred compensation:
Jennings - $15,259; Beaudoin - $2,311; Jackson - $28; and
Wasson - $6,000.
- KCPL contribution under the KCPL Employee Savings Plus Plan:
Jennings - $4,800; Beaudoin - $5,094; Jackson - $5,019; Wasson -
$4,800; and Morgan - $4,200.
- KCPL contribution to Deferred Compensation and Supplemental
Retirement Plan: Jennings - $9,450; and Wasson - $1,785.
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PENSION PLANS
KCPL has a non-contributory pension plan (the "KCPL 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 (including unfunded supplemental retirement benefits)
payable upon retirement at age 65 to the named executive
officers:
Annual Pension for
Average Annual Base Years of Service Indicated
Salary for Highest -----------------------------------------
36 Months 15 20 25 30 or more
- ------------------- ------- ------- ------- ----------
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
550,000 165,000 220,000 275,000 330,000
Each eligible employee with 30 or more years of credited
service in the KCPL Pension Plan is entitled to a total monthly
annuity at their normal retirement date equal to 50% of their
average base monthly salary for the period of 36 consecutive
months in which their earnings were highest. The monthly annuity
will be proportionately reduced if their years of credited
service are less than 30. The compensation covered by the KCPL
Pension Plan -- base monthly salary -- excludes any bonuses and
other compensation. The KCPL Pension Plan provides that pension
amounts are not reduced by Social Security benefits. The
estimated credited years of service for the named executive
officers in the Summary Compensation table are as follows:
Credited
Officer Years of Service
-------- ----------------
Jennings 25
Beaudoin 19
Jackson 22
Wasson 30
Morgan 21
Eligibility for supplemental retirement benefits is limited
to officers selected by the Nominating & Compensation Committee
of the Board; all the named executive
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officers are participants. 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.
The Internal Revenue Code imposes certain limitations on
pensions that may be paid under tax qualified pension plans. In
addition to the supplemental retirement benefits, the amount by
which pension benefits exceed the limitations will be paid
outside the qualified plan and accounted for by KCPL as an
operating expense.
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SEVERANCE AGREEMENTS
KCPL has entered into severance agreements ("KCPL Severance
Agreements") with certain of its senior executive officers,
including the named executives, to ensure their continued service
and dedication to KCPL and their objectivity in considering on
behalf of KCPL any transaction which would change the control of
KCPL. Under the KCPL Severance Agreements, a senior executive
officer would be entitled to receive a lump-sum cash payment and
certain insurance benefits during the three-year period after a
Change in Control, (or, if later, the three-year period following
the consummation of a transaction approved by KCPL's shareholders
constituting a Change in Control) if the officer's employment was
terminated by:
- KCPL other than for cause or upon death or disability;
- the senior executive officer for "Good Reason" (as defined
therein); and
- the senior executive officer for any reason during a 30-day
period commencing one year after the Change in Control or, if
later, commencing one year following consummation of a
transaction approved by KCPL's shareholders constituting a change
in control (a "Qualifying Termination").
A Change in Control is defined as:
- an acquisition by a person or group of 20% or more of the
KCPL Common Stock (other than an acquisition from or by KCPL or
by a KCPL benefit plan);
- a change in a majority of the Board; and
- approval by the shareholders of a reorganization, merger or
consolidation (unless shareholders receive 60% or more of the
stock of the surviving company) or a liquidation, dissolution or
sale of substantially all of KCPL's assets.
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Upon a Qualifying Termination, KCPL must make a lump-sum
cash payment to the named executive officers of:
- the officer's base salary through the date of termination;
- a pro-rated bonus based upon the average of the bonuses paid
to the officer for the last five fiscal years;
- any accrued vacation pay;
- two or three times the officer's highest base salary during
the prior 12 months;
- two or three times the average of the bonuses paid to the
officer for the last five fiscal years;
- the actuarial equivalent of the excess of the officer's
accrued pension benefits including supplemental retirement
benefits computed without reduction for early retirement and
including two or three additional years of benefit accrual
service, over the officer's vested accrued pension benefits; and
- the value of any unvested KCPL contributions for the benefit
of the officer under the KCPL Employee Savings Plus Plan.
In addition, KCPL must offer health, disability and life
insurance plan coverage to the officer and his dependents on the
same terms and conditions that existed immediately prior to the
Qualifying Termination for two or three years, or, if earlier,
until the officer is covered by equivalent plan benefits. KCPL
must make certain "gross-up" payments regarding tax obligations
relating to payments under the KCPL Severance Agreements as well
as provide reimbursement of certain expenses relating to possible
disputes that might arise.
Payments and other benefits under the KCPL Severance
Agreements are in addition to balances due under the KCPL Long-
and Short-Term Incentive Plan. Upon a Change in Control (as
defined in the KCPL Long-Term Incentive Plan), all stock options
granted in tandem with limited stock appreciation rights will be
automatically exercised.
--------------------
15
<PAGE>
--------------------
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Item 2 on Proxy Card
Subject to shareholder ratification, the Board, at the
recommendation of the Audit Committee, has appointed
PricewaterhouseCoopers LLP, who served as independent accountants
during 1999, as independent accountants to audit the financial
statements of KCPL for the fiscal year 2000. Ratification
requires the affirmative vote of a majority of eligible and voted
shares present, in person or by proxy, at the Annual Meeting. If
this appointment is not ratified by shareholders, the Board will
reconsider the selection of independent accountants.
One or more representatives of PricewaterhouseCoopers LLP
are expected to be at the Annual Meeting. They will have an
opportunity to make a statement and will be available to respond
to appropriate questions.
The Board of Directors recommends a vote FOR ratification.
--------------------
OTHER BUSINESS
KCPL is not aware of any other matters that will be
presented for shareholder action at the Annual Meeting. If other
matters are properly introduced, the persons named in the
accompanying proxy will vote the shares they represent according
to their judgment.
By Order of the Board of Directors
/s/Jeanie Sell Latz
Jeanie Sell Latz
Senior Vice President and
Corporate Secretary
Kansas City, Missouri
March 24, 2000
16
<PAGE>
[LOGO]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KANSAS CITY POWER & LIGHT COMPANY
Annual Meeting of Shareholders, May 2, 2000
The undersigned hereby appoints A. D. Jennings, B. J. Beaudoin, 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 2, 2000, and any adjournment or postponement thereof, on the
proposed items, and in their discretion upon such other matters as may properly
come before the meeting.
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" the proposals.
(Continued, and to be marked, dated and signed, on the other side)
- --------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --
YOUR VOTE IS IMPORTANT!
You can vote in one of three ways:
1. Call toll free 1-888-698-8082 on a touch-tone telephone and follow the
instructions on the reverse side. There is NO CHARGE for this call.
or
2. Vote by Internet at our Internet Address: http://www.proxyvoting.com/kcpl
or
3. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.
PLEASE VOTE
<PAGE>
The Board of Directors recommends a vote FOR proposals 1 and 2.
Please mark your vote as indicated in this example /X/
1. Election of Directors - Nominees:
For All
For Withhold Except
/ / / / / /
01 B. J. Beaudoin
02 D. L. Bodde
03 W. H. Clark
04 R. J. Dineen
05 W. T. Grant II
06 A. D. Jennings
07 L. H. Talbott
08 R. H. West
- -------------------------------
Except Nominee(s) written above
2. Appointment of PricewaterhouseCoopers LLP as
independent accountants for 2000.
FOR AGAINST ABSTAIN
/ / / / / /
Date ____________/___/2000
__________________________
Signature
__________________________
Signature, if Jointly Held
If acting as Attorney, Executor, Trustee
or in other representative capacity,
please sign name and title
- --------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --
INSTRUCTIONS IF VOTING BY TELEPHONE OR INTERNET
QUICK * * * EASY * * * IMMEDIATE
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
- - You will be asked to enter a CONTROL NUMBER which is located in the lower
right hand corner of this form.
- -------------------------------------------------------------------------------
OPTION A: To vote as the Board of Directors recommends on ALL proposals:
Press 1.
- -------------------------------------------------------------------------------
When asked, please confirm your vote by Pressing 1.
- -------------------------------------------------------------------------------
OPTION B: If you choose to vote on each proposal separately, press 0. You will
hear these instructions:
- -------------------------------------------------------------------------------
Item 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL nominees,
press 9.
To WITHHOLD FOR AN INDIVIDUAL nominee, Press 0 and listen to the
instructions.
Item 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
When asked, please confirm your vote by pressing 1.
VOTE BY INTERNET: THE WEB ADDRESS IS www.proxyvoting.com/kcpl
IF YOU VOTE BY PHONE OR INTERNET - DO NOT MAIL THE PROXY CARD
THANK YOU FOR VOTING.
Call * * Toll Free * * On a Touch-Tone Telephone
1-888-698-8082 - ANYTIME
There is NO CHARGE to you for this call.
-----------------------------
CONTROL NUMBER
for Telephone/Internet Voting
-----------------------------
