Registration No. 33-51799
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
To
Form S-3
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 jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1201 Walnut
Kansas City, Missouri 64106
(816) 556-2200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Jeanie Sell Latz, Corporate Secretary
1201 Walnut
Kansas City, Missouri 64106
(816) 556-2936
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale
to the public: February 11, 2000
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [X]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only
in connection with dividend or interest reinvestment plans, check
the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
<PAGE>
PROSPECTUS
==========
KANSAS CITY POWER & LIGHT COMPANY
Dividend Reinvestment and Direct Stock Purchase Plan
(formerly Dividend Reinvestment and Stock Purchase Plan)
2,000,000 Shares of Common Stock
(Without Par Value)
______________
Kansas City Power & Light Company (KCPL) offers you the
opportunity to participate in its Dividend Reinvestment and Direct
Stock Purchase Plan. The Plan is a convenient way for you to:
- Purchase shares of KCPL's common stock.
- Reinvest all or some of your cash dividends in additional shares.
- Deposit your stock certificates for safekeeping.
This Plan is an amendment and restatement of our Dividend
Reinvestment and Stock Purchase Plan. If you are currently
enrolled in the Dividend Reinvestment and Stock Purchase Plan you
will automatically be enrolled in the new Plan.
The Administrator of the Plan may buy shares of common stock on
the open market (New York Stock Exchange) or directly from KCPL.
If it buys on the open market, the price of the shares will be the
average cost of all shares purchased for the relevant investment
date plus a nominal brokerage commission fee (currently $.05 per
share). If it buys from KCPL, the price will be the average of
the high and low prices of the common stock for the relevant
investment date as reported on the New York Stock
Exchange-Consolidated Tape.
KCPL common stock is traded in the New York Stock Exchange under
the symbol "KLT". The closing price of the common stock on
January 31, 2000 on the NYSE consolidated tape, was $24.3125 per
share.
Neither the Securities and Exchange Commission nor any state
securities regulator has approved or disapproved these securities
or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
February 11, 2000
<PAGE>
SUMMARY OF PLAN HIGHLIGHTS
Because this section is a summary, it does not contain all the
information that may be important to you. You should read the
entire Prospectus carefully.
How to Enroll
You need not be a KCPL shareholder to participate in the Plan.
You may purchase your first KCPL shares through the Plan by
completing an enrollment form and making an initial minimum cash
investment of at least $500. An enrollment fee of $5 will be
deducted from this amount prior to investment.
If you are already a KCPL shareholder, you can enroll by
completing an enrollment form and sending it to the plan
administrator. You can also deposit your KCPL shares for
safekeeping or reinvest all or some of your KCPL dividends in KCPL
common stock.
KCPL pays all administrative fees associated with purchases
through the Plan; the only charge to you is a one-time enrollment
fee of $5 plus a nominal commission fee (currently $.05) per
purchased share.
If you are currently enrolled in our Dividend Reinvestment and
Stock Purchase Plan, you will be automatically enrolled in this
Plan.
Monthly Investments
After you enroll, you can make monthly additional investments in
any amount from a minimum of $100 to a maximum of $5,000 per
month. Your maximum annual investment cannot exceed $60,000.
Investments can be automatically deducted directly from your bank
account each month provided the amount meets the minimum/maximum
requirements. You can change the amount at any time provided you
give the administrator proper instructions about any changes in
time to process your request.
How to Pay for Shares
You can make purchases in various ways - by check, automatic
deduction or dividend reinvestment. Your investment dollars
(minus the enrollment and per share purchase fee) are fully used
to purchase KCPL shares.
Reinvest Dividends Automatically
You can automatically reinvest all or part of your KCPL dividends
in additional shares. If you reinvest partially in additional
shares, you will receive your remaining dividends in cash.
Sell Plan Shares
You can sell some or all of your shares through the plan
administrator for a nominal service charge of $10 plus a nominal
commission fee (currently $.10) per share. Sales will be made
once a month.
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Direct Deposit of Dividends
If you do not reinvest your dividends, you can have your dividend
deposited directly into your checking or savings account by
electronic transfer on the dividend payable date.
Certificate Safekeeping
Protect your KCPL stock certificates from loss, theft or damage by
depositing your shares in your account for safekeeping. When you
want certificates sent to you, you only need to send a written
request.
IMPORTANT CONSIDERATIONS
The purpose of the Plan is to provide a convenient and useful
service for current or potential KCPL shareholders. Nothing in
this Prospectus or other Plan information represents a
recommendation by KCPL or anyone else that any person buy or sell
KCPL common stock. We urge you to read this prospectus thoroughly
before you make your independent investment decision regarding
participation in the Plan.
The value of KCPL shares may increase or decrease from time to
time. There is no assurance whether, or at what rate, KCPL will
continue to pay dividends. The Securities Investor Protection
Company, the Federal Deposit Insurance Company, or any other
entity does not insure Plan accounts.
TERMS OF THE PLAN
Eligibility
Any U.S. person or entity can participate in the Plan if you
follow the steps described below under "Enrollment." A citizen or
resident of a country outside the United States is also eligible
if participation does not violate any governmental regulations or
laws.
If you are currently enrolled in our Dividend Reinvestment and
Stock Purchase Plan, you will be automatically enrolled in this
Plan.
Enrollment
Read the Prospectus carefully. If you are eligible and want to
enroll in the Plan, complete and sign an enrollment form and
return it to the plan administrator. To participate in the Plan,
you must do one or more of the following:
- Deposit certificate(s) representing one or more shares with
the administrator for safekeeping
- Elect to reinvest cash dividends paid on at least one whole share
- Make an initial cash investment of at least $500 (and not
more than $5,000) (an enrollment fee of $5 will be deducted from
this amount prior to investment)
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After the administrator approves your enrollment and receives your
funds or securities, your participation in the Plan begins.
Initial and Optional Investments
Whether or not you are a KCPL shareholder, you may enroll in the
Plan by making an initial investment of at least $500 (and no more
than $5,000), plus a one-time only enrollment fee of $5.00. After
you enroll, you may make optional investments in any amount from
$100 to $5,000 per month. You may not invest more than $60,000
during any calendar year, not counting qualified Plan
distributions, if any. You have no obligation to make optional
investments.
You can make your investments by personal check or money order
payable to "UMB Bank-KCPL." Return your payment to the
administrator with a completed enrollment form or the tear-off
remittance portion included with your statement of account. Do Not
Send Cash.
You can reinvest cash dividends paid on all or some of your KCPL
shares by making the appropriate selection on the enrollment form.
You can also change your reinvestment selection by sending written
notice to the Administrator. To be effective for a particular
dividend period, the administrator must receive your instructions
prior to the record date for the dividend.
Automatic Monthly Investment
You can automatically invest a specified monthly amount (not less
than $100 and not more than $5,000) deducted directly from your
U.S. bank account by completing the Automatic Monthly Deduction
section on the enrollment form and returning it to the
administrator. Funds will be transferred from your account three
business days prior to the investment date each month. You can
change or stop automatic monthly investments by completing and
returning a new Automatic Monthly Deduction section on the
enrollment form or by sending written notification to the
administrator. The administrator must receive your instructions
and authorization ten business days prior to the monthly
investment date.
Dividend Reinvestment Options
- Full Reinvestment -- If you choose this option, all of your
dividends will be reinvested to purchase additional shares of KCPL
common stock.
- Partial Reinvestment -- You may reinvest dividends on a
specific percent of shares for an account. Dividends on remaining
shares will be paid to you by cash or direct deposit.
- Optional Cash Investment Only -- All dividends will be paid
to you in cash unless you direct otherwise.
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Administration
UMB Bank administers the Plan. The administrator serves as
transfer agent, registrar and dividend paying agent for KCPL. In
addition, the administrator receives and invests all cash
investments by participants, maintains participants' Plan account
records, issues periodic account statements and performs other
duties relating to the Plan. If you have questions about the
Plan, you may contact the Plan administrator:
UMB Bank, n.a.
Securities Transfer Division
P.O. Box 410064
Kansas City, MO 64141-0064
Phone: (816) 860-7891
Fax: (816) 860-3963
Investment Dates
The investment dates are the 20th day of each month. If the 20th
day is not a business day, or if financial markets in New York
City are not open for business, the investment date will be the
next following business day.
OTHER INVESTMENT INFORMATION
The administrator must receive your funds no later than the close
of the business day prior to the investment date. Funds received
later are held until the next investment period. No interest is
paid on funds held by the administrator pending investment.
Therefore, you should send funds to the administrator shortly
prior to the deadline investment date. If delivery is by mail, we
recommend the mailing be made sufficiently in advance of the
investment date to allow time for postal delivery. All
investments must be in U.S. dollars and are subject to collection
by the administrator of full face value.
At your request, the administrator will return your investment
(without interest), if your written request is received two or
more business days prior to the investment date. However, refunds
of a check or money order will be made only after the
administrator actually collects such funds.
There is a $20 charge for each check, electronic funds transfer,
or other investment that is rejected due to insufficient funds.
When you enroll in the Plan, you authorize the administrator to
deduct this charge from your Plan account, if necessary.
Direct Deposit
You can have any cash dividend that is not being reinvested
deposited directly into your bank account by completing the direct
deposit section on the enrollment form and returning it to the
administrator. You can change direct deposit account information
or terminate direct deposit by sending written notice prior to the
record date to the administrator. To be effective for a
particular dividend period, the administrator must receive your
instructions fifteen calendar days prior to the record date for
the dividend.
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Share Safekeeping
You can deposit KCPL common stock certificates with the
administrator for safekeeping. To take advantage of this feature,
send your KCPL share certificates to the administrator by
registered, insured mail along with a completed Certificate
Deposit Form, or written instructions. Do not endorse your
certificates.
The administrator will transfer your safekeeping shares into its
name or the name of its nominee and deposit the shares in your
Plan account in book-entry form. Safekeeping of your certificates
will not affect your dividend reinvestment election.
Transferring Shares from a Brokerage Account
You may transfer shares held in "street name" through a broker or
other agent to your Plan account. You should instruct your broker
or other agent to initiate the transfer or you can contact the
administrator to request assistance.
Share Certificates
The administrator holds shares purchased through the Plan in
safekeeping in book-entry form. You can request a certificate for
all or some of your Plan shares by sending a written request to
the administrator. Certificates for fractional shares will not be
issued. Instead, you will receive cash payment for any fractional
share. The issuance of a certificate does not affect dividend
reinvestment. You may not pledge shares of stock held in book-
entry form by the administrator in your Plan account as collateral
for a loan or otherwise assign those shares.
Selling Plan Shares
You can sell any number of whole shares held in your Plan account
by completing the Change Request Form or by sending written
instructions to the administrator. Sale requests must be received
no later than two business days prior to the investment date to be
effective. Sale proceeds, less a sale fee of $10 and the
applicable brokerage commission deductions (currently $.10 per
share) and any withholding required by law, are paid by check. A
request to sell all shares in your account will terminate your
Plan account. Sale requests in a dividend-paying month will be
processed after any dividend reinvestment distribution to your
account.
Closing a Plan Account
You can close your Plan account at any time by sending written
notification to the administrator or by electing to sell or
withdraw all shares on the Change Request Form. Electing to sell
or withdraw all shares from your Plan account automatically
terminates your Plan participation. If you close your Plan account
by withdrawing all shares, the administrator will issue you a
certificate for all whole shares and the cash value of any
fractional share will be paid to you by check.
Instructions to close a Plan account prior to a quarterly dividend
payment will be processed as soon as practicable after any
dividend disbursement is allocated to your
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Plan account. After you close an account, you cannot make future
investments through the Plan without re-enrolling.
KCPL or the administrator, on behalf of KCPL has the right to
deny, suspend or terminate your participation in the Plan on
grounds of excessive enrollment and termination. This is intended
to minimize administrative expense and encourage long-term
investment.
Price of Shares
Shares may be purchased or sold in the open market or in privately
negotiated transactions on terms and conditions acceptable to the
administrator. Presently, the administrator purchases and sells
shares in the open market on the New York Stock Exchange.
Shares purchased or sold for a particular investment period are
credited to your Plan account at the weighted average price per
share of all shares purchased or sold for that investment period,
less the enrollment/sale fee plus any applicable brokerage charge
(currently $.05 per purchased share and $.10 per share sold).
The administrator may purchase shares from or sell shares to KCPL
if KCPL chooses. The price of any shares purchased from or sold
to KCPL will be the average of the high and low sale prices as
reported on the New York Stock Exchange consolidated tape on the
transaction date.
The administrator may combine all participants' funds for the
purpose of making purchases and may offset purchases of shares
against sales of shares for the same investment period under the
Plan, resulting in a net purchase or sale of shares.
The administrator will try to purchase or sell shares on the
investment date or as soon as practicable for the relevant
investment period, but not later than 30 days after the investment
date.
You do not have control or authority to direct the price or time
at which common stock is purchased or sold for Plan accounts.
Therefore, you bear market risk associated with fluctuations in
the price of common stock.
Account Statements
You will receive a statement of your account reflecting the amount
invested, the purchase price, the number of shares purchased,
deposited, sold, transferred, or withdrawn, the total number of
shares accumulated and other information quarterly or whenever
your account has a transaction activity. The quarterly statement
consolidates all shares, certificated as well as book-entry
shares. You should keep your statements for income tax and other
purposes. If you need a replacement statement you should contact
the administrator.
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Reports
All notices, statements and reports will be mailed to the latest
address on record with the administrator. Address changes may be
made in writing or by telephone to the administrator.
MISCELLANEOUS
Rights Offering, Stock Dividends and Stock Splits
Stock dividends or split shares on your Plan book-entry shares
will be credited to your book-entry Plan account. If you have
elected partial dividend reinvestment, the administrator will
adjust your election so that you continue to reinvest cash
dividends on approximately the same percentage of your KCPL shares
prior to the split. In the event of a rights offering, rights
will be based on the number of shares credited to your account.
Voting Rights
You can vote all whole and fractional shares of common stock held
in your Plan account in person or by the proxy card sent to you.
If you do not vote in person or by proxy, your shares will not be
voted.
Limitation of Liability
KCPL, its directors, officers, employees, and the administrator
and its representatives are not liable for anything done in good
faith or good faith omissions in administering the Plan. This
includes any claim of liability based on the prices or times at
which shares are purchased or sold or any change in market price
of shares or for the payment or amount of any future dividends on
common stock. This is not a waiver of rights you may have under
applicable securities laws.
Termination of the Plan
KCPL can change, suspend or terminate the Plan at any time, in
whole or in part, or may terminate the participation of any
participant. KCPL reserves the right to close your account if you
do not own at least one whole book-entry or certificate share of
record. In that case, notices will be mailed to your last known
address, along with a check for the cash value of any fractional
share.
Tax Consequences
KCPL believes the following is an accurate summary of the tax
consequences to participation in the Plan as of the date of this
Prospectus. This summary may not reflect every possible situation
resulting from participation in the Plan; therefore, you should
consult your tax advisor.
Shares of common stock purchased on the open market will have a
cost basis equal to the purchase price per share, including
brokerage commissions. Common stock purchased from KCPL will have
a cost basis equal to the price paid for the shares. This will be
the price at which the administrator credits shares to your
account.
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In general, the full amount of cash dividends paid to you by KCPL
is considered taxable income whether received in cash or
reinvested under the Plan. A statement of account showing the total
amount of dividends will be sent to you and reported to the
Internal Revenue Service shortly after the end of the year in
which they are payable.
You will generally not realize gain or loss for the U.S. federal
income tax purposes upon the withdrawal of shares in certificate
form from the Plan, but will generally realize gain or loss on the
sale of any whole or fractional shares.
If your dividends are subject to U.S. backup withholding, the
administrator will cause dividends, less the appropriate amount of
tax required to be withheld, to be reinvested in common stock, or
sent by check or direct deposit. The filing of any documentation
to obtain a reduction in U.S. withholding tax is your
responsibility. If you are subject to such withholding, you
should contact your tax advisors or the Internal Revenue Service
for information. KCPL cannot refund federal income tax
withholding amounts.
The above may not apply to certain participants in the Plan, such
as tax-exempt entities (e.g., pension funds and IRA's) and foreign
shareholders. These participants should consult their tax
advisors concerning tax consequences.
Use of Proceeds
If KCPL issues new shares of common stock under the Plan, the net
proceeds will be added to the KCPL general funds and used for
legal and lawful purposes.
Legal Opinions
Jeanie Sell Latz, Senior Vice President-Corporate Services,
Corporate Secretary and Chief Legal Officer, has passed upon
certain legal matters in connection with the common stock offered
by this Prospectus. Ms. Latz owns shares of common stock directly
and is a participant in various employee benefit plans.
Experts
The financial statements and schedules included in KCPL's latest
Annual Report on Form 10-K, incorporated by reference in this
prospectus, have been audited by PricewaterhouseCoopers LLP,
independent public accountants, and have been so incorporated on
the authority of such firm as experts in auditing and accounting.
ADDITIONAL INFORMATION
Incorporation of Certain Documents By Reference
We filed a registration statement with the SEC under the
Securities Act of 1933, relating to the KCPL common stock offered
under the Plan. This Prospectus does not contain all of the
information included in the registration statement. You will find
additional information about us and our common stock in the
registration statement. You may read and copy the registration
statement the SEC's public reference facilities described below.
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We incorporate by reference in this prospectus the following
important business and financial information about KCPL that is
not included in or delivered with this Prospectus:
- KCPL's annual report on Form 10-K for the year ended
December 31, 1999
- KCPL's current report on Form 8-K dated January 3, 2000
As long as KCPL continues to offer the Plan, KCPL also
incorporates by reference additional reports, proxy statements,
and other documents that KCPL may file with the SEC after the date
of this prospectus under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934.
KCPL will provide you with a free copy of any or all of the
documents incorporated by reference, except for exhibits to such
documents (unless the exhibit is specifically incorporated by
reference). You can request copies by calling or writing the
Corporate Secretary, Kansas City Power & Light Company, P.O. Box
418679, Kansas City, Missouri 64106, telephone 1-800-245-5275 or
816-556-2053 or by contacting us at our internet web site
www.kcpl.com.
SEC Filing Information
KCPL is subject to the requirements of the Securities Exchange Act
of 1934 and will file annual, quarterly, and current reports,
proxy statements, and other information with the SEC. You can
read and copy these materials at the SEC's public reference rooms
at 450 Fifth Street, NW, Washington, D.C.; 7 World Trade Center,
Suite 1300, New York, New York 20549; and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. You can get copies of these
materials (for payment of copying fees) from the Public Reference
Section by writing to the SEC at 450 Fifth Street, N.W.,
Washington, D.C 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-
SEC-0330. The SEC also maintains an Internet site that contains
reports, proxy and information statements, and other information
regarding issuers, such as KCPL, that file electronically with the
SEC. The address of that site is http://www.sec.gov. In
addition, KCPL's filings can also be viewed at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York
10005.
KCPL will provide you with a free copy of any or all of the
documents incorporated by reference, except exhibits (unless the
exhibit is specifically incorporated by reference). You can
request copies by calling or writing the Corporate Secretary,
Kansas City Power & Light Company, P.O. Box 418679, Kansas City,
Missouri 64141, telephone 1-800-245-5275 or by contacting us at
our internet web site www.kcpl.com.
Toll-free Information
If you have questions about the Plan or need assistance or
information about other shareholder matters, contact KCPL Investor
Relations toll-free at: 1-800-245-5275.
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DESCRIPTION OF COMMON STOCK
The following statements summarize certain information about
KCPL's common stock. They do not claim to be complete or to
reflect or give effect to statutory law, but are intended to
present information in general terms only. All statements are
subject to the provisions of our Restated Articles of
Consolidation.
Dividend Rights and Restrictions
Subject to the preferential dividends of KCPL's preferred and
preference stock and certain provisions for the protection of such
holders and other restrictive provisions, dividends may be paid on
shares of common stock from available funds, when and as declared
by the Board of Directors.
Except as otherwise authorized by consent of the holders of at
least two-thirds of the total outstanding shares of the preferred
stock voting as a single class, KCPL may not pay or declare any
dividends on shares of its junior stock, other than the dividends
payable solely in shares of junior stock, or make any distribution
on, or purchase or acquire, any shares of junior stock if the
aggregate amount expended during the last 12 months (a) exceeds
50% of KCPL's net income available for dividends on junior stock
for the last 12 months, in case the total junior stock equity
would be reduced to less than 20% of total capitalization, or (b)
exceeds 75% of such net income in case such equity would be
reduced to between 20% to 25% of total capitalization, or (c)
except to the extent permitted in (a) or (b) would reduce such
equity below 25% of total capitalization.
No dividends may be declared or paid on the common stock and no
common stock may be purchased, redeemed or retired unless all past
and current dividends on shares of outstanding preferred stock
have been paid or set apart for payment or to the extent of
retained earnings.
Liquidation Rights
If KCPL is liquidated, common shareholders are entitled to receive
all of its assets which remain after its debts are paid and the
holders of any outstanding preferred shares or other senior
securities are paid.
Preemptive Rights
Holders of common stock have no preemptive rights to buy any
shares of stock or other securities issued by KCPL.
Liability to Assessment
The shares of KCPL common stock issued in accordance with the
terms of the Plan will be fully paid and nonassessable.
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KANSAS CITY POWER & LIGHT COMPANY
Kansas City Power & Light Company was incorporated in the state of
Missouri in 1922. KCPL's principal executive office is located at
1201 Walnut Street, Kansas City, Missouri 64106-2124, telephone
816-556-2200.
KCPL's principal business is energy, involving the generation,
transmission, distribution and sale of electricity to over 463,000
customers in a 4,700 square mile area in all or a portion of 31
counties in western Missouri and eastern Kansas. The Kansas City
metropolitan area, from which approximately 93% of KCPL's retail
revenues are derived, is an agribusiness center and major regional
commercial center for wholesale, retail and service companies.
INDEMNIFICATION OF DIRECTORS, OFFICERS
AND OTHERS FOR SECURITIES ACT LIABILITIES
Missouri law provides that a Missouri corporation, such as KCPL,
may indemnify, under circumstances provided by law, its directors,
officers, employees and agents against liabilities and expenses
they may incur. These circumstances could include indemnification
for liabilities and expenses incurred in connection with claims
arising under the Securities Act of 1933. KCPL's Articles of
Consolidation provide for indemnification of our directors,
officers, employees, and agents, to the full extent permitted by
Missouri law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling KCPL under the foregoing provisions, KCPL has
been informed that, in the opinion of the Securities and Exchange
Commission, this indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
- - - - - - - - - - - - - - - - - - - - - - - - - -
We have not authorized anyone to provide you with any information
other than the information included in this Prospectus and the
documents to which we refer you. If someone gives you other
information, please do not rely on it as being authorized by us.
This Prospectus has been prepared as of February 11, 2000. There
may be changes in the affairs of KCPL after that date which are
not reflected in this document.
We are not offering, or soliciting an offer to buy, these shares
in any jurisdiction where an offer or solicitation is not
authorized or is illegal.
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No person has been authorized to
give information or make any
representation other than
contained in this Prospectus or
information incorporated by [KCPL LOGO]
reference. In the event such
information is given or made, it
should not be relied upon as
being authorized by KCPL. This
Prospectus is not an offer to buy KANSAS CITY POWER &
or sell any of these securities LIGHT COMPANY
to any person in any State where
it is unlawful to make such offer
or solicitation. The delivery of
this Prospectus or any sale made
shall, under any circumstances,
imply that information is Dividend Reinvestment and
accurate subsequent to the date Direct Stock Purchase Plan
of this Prospectus.
Common Stock
PROSPECTUS
Table of Contents
Summary of Plan Highlights ...
Important Considerations ...
Terms of the Plan ...
Other Investment Information ... February 11, 2000
Miscellaneous ...
Additional Information ...
Description of Common Stock ...
Kansas City Power & Light Company ...
Indemnification of Directors,
Officers and Others For
Securities Act Liabilities ...
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC Registration Fees $ -0-
Blue Sky Fees -0-
Legal Fees 3,000*
Accounting Fees and Expenses 1,000*
Printing Costs 9,300*
Postage and Handling Costs 3,000*
Miscellaneous 700*
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Total $17,000
--------------------
*Estimated
Item 15. Indemnification of Directors and Officers
Mo. Rev. Stat. 351.355 provides as follows:
1. A corporation created under the laws of this state may
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit,
or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the
corporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses, including attorneys' fees,
judgements, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in an manner which he
reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful.
2. The corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including
attorneys' fees, and amounts paid in settlement actually reasonably
incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the corporation; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the
extent that the court in which the action or suit was brought
determines upon application that, despite the adjudication of
liability and in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
II-1
<PAGE>
3. To the extent that a director, officer, employee or agent of
the corporation has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in
subsections 1 and 2 of this section, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred by him
in connection with the action, suit or proceeding.
4. Any indemnification under subsections 1 and 2 of this
section, unless ordered by a court, shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances because he has met the applicable
standard of conduct set forth in this section. The determination
shall be made by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to the action,
suit, or proceeding, or if such a quorum is not obtainable, or even
if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the
shareholders.
5. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the
final disposition of the action, suit, or proceeding as authorized
by the board of directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the corporation as
authorized in this section.
6. The indemnification provided by this section shall be deemed
exclusive of any other rights to which those seeking indemnification
may be entitled under the articles of incorporation or bylaws or any
agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
7. A corporation created under the laws of this state shall have
the power to give any further indemnity, in addition to the
indemnity authorized or contemplated under other subsections of this
section, including subsection 6, to any person who is or was a
director, officer, employee or agent, or to any person who is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, provided such further indemnity
is either (i) authorized, directed, or provided for in the articles
of incorporation of the corporation or any duly adopted amendment
thereof or (ii) is authorized, directed, or provided for in any
bylaw or agreement of the corporation which has been adopted by a
vote of the shareholders of the corporation, and provided further
that no such indemnity shall indemnify any person from or on account
of such person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.
Nothing in this subsection shall be deemed to limit the power of the
corporation under subsection 6 of this section to enact bylaws or to
enter into agreements without shareholder adoption of the same.
8. The corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him against
such liability under the provisions of this section.
II-2
<PAGE>
9. Any provision of this chapter to the contrary
notwithstanding, the provisions of this section shall apply to all
existing and new domestic corporations, including but not limited to
banks, trust companies, insurance companies, building and loan
associations, savings bank and safe deposit companies, mortgage loan
companies, corporations formed for benevolent, religious, scientific
or educational purposes and nonprofit corporations.
10. For the purpose of this section, references to "the
corporation" include all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving
corporation so that any person who is or was a director, officer,
employee or agent of such a constituent corporation or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand in
the same position under the provisions of this section with respect
to the resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same capacity.
11. For purposes of this section, the term "other enterprise"
shall include employee benefit plans; the term "fines" shall include
any excise taxes assessed on a person with respect to an employee
benefit plan; and the term "serving at the request of the
corporation" shall include any service as a director, officer,
employee, or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent
with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner
he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
The officers and directors of the Company have entered into
indemnification agreements with the Company indemnifying such
officers and directors to the extent allowed under the above Section
Mo. Rev. Stat. 351.355 (1994).
Article XIII of the Restated Articles of Consolidation of the
Company provides as follows:
ARTICLE THIRTEENTH. (a) Right to Indemnification. Each person who
was or is made a party or is threatened to be made a party to any
action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he or she is or was a
director or officer of the Company or is or was an employee of the
Company acting within the scope and course of his or her employment
or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, shall be indemnified
and held harmless by the Company to the fullest extent authorized by
The Missouri General and Business Corporation Law, as the same
exists or may hereafter be amended, against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid to or to be paid in settlement)
actually and reasonably incurred by such person in connection
therewith. The Company may in its discretion by action of its Board
of Directors provide indemnification to agents of the Company as
provided for in this ARTICLE THIRTEENTH. Such indemnification shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of his or her
heirs, executors and administrators.
II-3
<PAGE>
(b) Rights Not Exclusive. The indemnification and other rights
provided by this ARTICLE THIRTEENTH shall not be deemed exclusive of
any other rights to which a person may be entitled under any
applicable law, By-laws of the Company, agreement, vote of
shareholders or disinterested directors or otherwise, both as to
action in such person's official capacity and as to action in any
other capacity while holding the office of director or officer, and
the Company is hereby expressly authorized by the shareholders of
the Company to enter into agreements with its directors and officers
which provide greater indemnification rights than that generally
provided by The Missouri General and Business Corporation Law;
provided, however, that no such further indemnity shall indemnify
any person from or on account of such director's or officer's
conduct which was finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct. Any such
agreement providing for further indemnity entered into pursuant to
this ARTICLE THIRTEENTH after the date of approval of this ARTICLE
THIRTEENTH by the Company's shareholders need not be further
approved by the shareholders of the Company in order to be fully
effective and enforceable.
(c) Insurance. The Company may purchase and maintain insurance
on behalf of any person who was or is a director, officer, employee
or agent of the Company, or was or is serving at the request of the
Company as a director, officer, employee or agent of another
company, partnership, joint venture, trust or other enterprise
against any liability asserted against or incurred by such person in
any such capacity, or arising out of his or her status as such,
whether or not the Company would have the power to indemnify such
person against such liability under the provisions of this ARTICLE
THIRTEENTH.
(d) Amendment. This ARTICLE THIRTEENTH may be hereafter
amended or repealed; however, no amendment or repeal shall reduce,
terminate or otherwise adversely affect the right of a person
entitled to obtain indemnification or an advance of expenses with
respect to an action, suit or proceeding that pertains to or arises
out of actions or omissions that occur prior to the later of (a) the
effective date of such amendment or repeal; (b) the expiration date
of such person's then current term of office with, or service for,
the Company (provided such person has a stated term of office or
service and completes such term); or (c) the effective date such
person resigns his or her office or terminates his or her service
(provided such person has a stated term of office or service but
resigns prior to the expiration of such term).
Item 16. Exhibits.
Exhibit
Number Description of Document
4-a *General Mortgage and Deed of Trust dated as of
December 1, 1986, between KCPL and UMB Bank, n.a. (formerly
United Missouri Bank) of Kansas City, N.A., Trustee
(Exhibit 4-bb to Form 10-K for the year ended December 31,
1986).
4-b *Fourth Supplemental Indenture dated as of February
15, 1992, to Indenture dated as of December 1, 1986
(Exhibit 4-y to Form 10-K for year ended December 31,
1991).
4-c *Fifth Supplemental Indenture dated as of September
15, 1992, to Indenture dated as of December 1, 1986
(Exhibit 4-a to Form 10-Q dated September 30, 1992).
4-d *Sixth Supplemental Indenture dated as of November 1,
1992, to Indenture dated as of December 1, 1986 (Exhibit 4-
z to Registration Statement, Registration No. 33-54196).
4-e *Seventh Supplemental Indenture dated as of October 1,
1993, to Indenture dated as of December 1, 1986 (Exhibit 4-
a to Form 10-Q dated September 30, 1993).
4-f *Eighth Supplemental Indenture dated as of December 1,
1993, to Indenture dated as of December 1, 1986 (Exhibit 4
to Registration Statement, Registration No. 33-51799).
II-4
<PAGE>
4-g *Ninth Supplemental Indenture dated as of February 1,
1994, to Indenture dated as of December 1, 1986 (Exhibit 4-h
to Form 10-K for year ended December 31, 1993).
4-h *Tenth Supplemental Indenture dated as of November 1,
1994, to Indenture dated as of December 1, 1986 (Exhibit 4-
I to Form 10-K for year ended December 31, 1994).
4-i *Resolution of Board of Directors Establishing 3.80%
Cumulative Preferred Stock (Exhibit 2-R to Registration
Statement, Registration No. 2-40239).
4-j *Resolution of Board of Directors Establishing 4%
Cumulative Preferred Stock (Exhibit 2-S to Registration
Statement, Registration No. 2-40239).
4-k *Resolution of Board of Directors Establishing 4.50%
Cumulative Preferred Stock (Exhibit 2-T to Registration
Statement, Registration No. 2-40239).
4-l *Resolution of Board of Directors Establishing 4.20%
Cumulative Preferred Stock (Exhibit 2-U to Registration
Statement, Registration No. 2-40239).
4-m *Resolution of Board of Directors Establishing 4.35%
Cumulative Preferred Stock (Exhibit 2-V to Registration
Statement, Registration No. 2-40239).
4-n *Indenture for Medium-Term Note Program dated as of
February 15, 1992, between KCPL and The Bank of New York
(Exhibit 4-bb to Registration Statement, Registration No.
33-45736).
4-o *Indenture for Medium-Term Note Program dated as of
November 15, 1992, between KCPL and The Bank of New York
(Exhibit 4-aa to Registration Statement, Registration No.
33-54196).
4-p *Indenture for Medium-Term Note Program dated as of
November 17, 1994, between KCPL and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Smith Barney Inc. (Exhibit 4-s to Form 10-K for year ended
December 31, 1994).
4-q *Indenture for Medium-Term Note Program dated as of
December 1, 1996, between KCPL and The Bank of New York
(Exhibit 4 to Registration Statement, Registration No. 333-
17285).
4-r *Amended and Restated Declaration of Trust of KCPL
Financing I dated April 15, 1997 (Exhibit 4-a to Form 10-Q
for quarter ended March 31, 1997).
4-s *Indenture dated as of April 1, 1997 between the
Company and The First National Bank of Chicago, Trustee
(Exhibit 4-b to Form 10-Q for quarter ended March 31,
1997).
4-t *First Supplemental Indenture dated as of April 1,
1997 to the Indenture dated as of April 1, 1997 between the
Company and The First National Bank of Chicago, Trustee
(Exhibit 4-c to Form 10-Q for quarter ended March 31,
1997).
4-u *Preferred Securities Guarantee Agreement dated
April 15, 1997 (Exhibit 4-d to Form 10-Q for quarter ended
March 31, 1997).
23-b Consent of Independent Accountants-PricewaterhouseCoopers LLP.
99-a Direct Stock Purchase and Dividend Reinvestment Plan Enrollment Form.
99-b Direct Stock Purchase and Dividend Reinvestment Plan Change Request
Form.
99-c Direct Stock Purchase and Dividend Reinvestment Plan Certificate
Deposit Form.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent post-effective
II-5
<PAGE>
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the formation set forth in
the registration statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities and Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(a) of the
Securities Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-6
<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-3 and has duly caused this post-effective amendment to
Registration Statement No. 33-51799 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Kansas
City, State of Missouri, on the 11th day of February, 2000.
KANSAS CITY POWER & LIGHT COMPANY
By: /s/Drue Jennings
(Drue Jennings)
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this post-effective amendment has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
---------- ----- ----
/s/Drue Jennings Chairman of the Board and
(Drue Jennings) Chief Executive Officer
(Principal Executive Officer)
/s/Marcus Jackson Executive Vice President-Chief
(Marcus Jackson) Financial Officer
(Principal Financial Officer)
/s/Neil A. Roadman Controller
(Neil A. Roadman) (Principal Accounting Officer)
William H. Clark* Director February 11, 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
<PAGE>
Exhibit 23-b
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 (No. 33-51799) of Kansas City
Power & Light Company, of our report dated February 1, 2000
relating to the financial statements which appear in Kansas City
Power & Light Company's Annual Report on Form 10-K for the year
ended December 31, 1999. We also consent to the reference to us
under the heading "Experts" in such Registration Statement.
Kansas City, Missouri /s/PricewaterhouseCoopers LLP
February 11, 2000 PRICEWATERHOUSECOOPERS LLP
<PAGE>
Exhibit 99-a
[KCPL Logo]
Dividend Reinvestment and ENROLLMENT FORM
Direct Stock Purchase Plan
ENROLLMENT IN THE PLAN
I wish to enroll in KCPL's Dividend Reinvestment and Direct Stock
Purchase Plan and name UMB Bank, n.a. as Administrator as
described in the Plan prospectus. I authorize the Administrator
to take the following action:
ACCOUNT NAME AND ADDRESS (Please Print) ( ) Check here if initial purchase
- -------------------------- I wish to enroll by
Name of Account Owner depositing an initial cash
investment. Enclosed is a
- -------------------------- check or money order for
Name of Account Owner $________ payable to UMB
Bank-KCPL ($500 minimum;
- -------------------------- $5,000 maximum). A one-
Mailing Address Apt. No. time only enrollment fee
of $5.00 will be deducted
from the above amount.
- --------------------------
City State Zip ( ) Check here if current shareholder
REGISTRATION GUIDELINES (Please check one box)
()Individual or Joint -- Joint accounts will be presumed to be
Joint Tenants with Right of Survivorship unless restricted by
applicable law or otherwise indicated. Only one Social Security
Number is required for tax reporting purposes.
()Uniform Transfer/Gift to Minor -- A minor is the beneficial
owner of the account, with an adult custodian managing the
account until the minor becomes of age, as specified in the
Uniform Gift/Transfers to Minors Act in the minor's state of
residence (The custodian's name, in addition to the minor's name,
state, and social security number must be provided.)
()Trust -- Account is established in accordance with the
provisions of a trust agreement. (Please provide name of Trust,
date of Trust and Trustee with this registration.)
()Corporation, Partnership or Other Entity -- (Provide business
name and Tax I.D. Number.)
DIVIDEND PAYMENT AND REINVESTMENT PARTICIPATION (Please check one box)
Check the participation option in which you wish to enroll.
Under any option, a Plan participant may make cash investments in
any amount ranging from $100 - $5,000 per investment date as
defined in the prospectus.
()FULL REINVESTMENT ()PARTIAL REINVESTMENT ()OPTIONAL CASH
INVESTMENT ONLY
All dividends reinvested. Invest _______% of my All dividends
dividend in shares & pay paid in cash.
balance in cash.
If no participation option is indicated, all dividends will be paid to you
in cash.
(Continue on back)
<PAGE>
DIRECT DEPOSIT AND/OR AUTOMATIC MONTHLY DEDUCTION
Complete this section ONLY to have dividends deposited
electronically to your bank account OR to authorize automatic
monthly deductions to purchase stock. Authorizations will remain
in effect until you provide the Administrator with written
notification to change or discontinue. Check the appropriate box
below.
()Direct Deposit of Dividends
I authorize KCPL or the Administrator, UMB Bank, to deposit
dividends electronically according to the information shown
below. I authorize the Administrator to make corrections, if
necessary, to any amounts credited to my account in error.
()Automatic Monthly Deductions
I authorize KCPL or the Administrator, UMB Bank, to make monthly
automatic transfer of funds according to the information shown
below to purchase shares of common stock for deposit into my Plan
account. Transfer of authorized funds will be made three business
days prior to investment date.
_______________________________ ()Checking ()Savings
Name of Financial Institution
_______________________________ ( )___________________
Mailing address of Financial Phone Number of Financial
Institution
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Bank Account Number
_ _ _ _ _ _ _ _ _ $___________ Amount of authorized
ABA Number (9 digit number on monthly deduction ($100 minimum;
bottom of check) $5,000 maximum)
Please attach a voided check or savings deposit slip to verify
banking information.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
By signing this form, I acknowledge receipt of the prospectus
describing the details of the Dividend Reinvestment and Direct
Stock Purchase Plan (the "Plan") and request that the above
account be enrolled in the Plan. I understand and agree that
participation is subject to the terms and conditions of the Plan
as described in the Prospectus, and that participation may be
terminated at any time by written notice to UMB Bank, or KCPL.
Under penalties of perjury, I certify that the Social
Security/Taxpayer I.D. Number shown on this form is true and
correct and that I am not subject to back-up withholding per the
Internal Revenue Code. If a Social Security/Taxpayer I.D. Number
is not provided, back-up withholding tax will be withheld from
dividend payments. ALL OWNERS MUST SIGN.
___________________________ _______________________________
Signature Date Social Security/Tax I.D. Number
___________________________ ( )________________________
Signature Date Daytime Phone
( )________________________
Evening Phone
Complete, sign, and return in the enclosed envelope or mail to:
UMB Bank, n.a.
Securities Transfer Division
P.O. Box 410064
Kansas City, MO 64141-0064
Questions should be directed to UMB Bank (816) 860-7891 or KCPL
toll-free 800-245-5275 or (816) 556-2053.
<PAGE>
Exhibit 99-b
[KCPL Logo]
Dividend Reinvestment and CHANGE REQUEST FORM
Direct Stock Purchase Plan Sale/Withdrawal/Transfer
I name UMB Bank, n.a. as Administrator under KCPL's Dividend
Reinvestment and Direct Stock Purchase Plan as described in the
Plan Prospectus. I authorize the Administrator to take the
following action:
ACCOUNT NAME AND ADDRESS (Please print)
_____________________________________________________________________
Name(s) of Account Owners
_____________________________________________________________________
Mailing Address City State Zip
___________________________ _______________________________
Account Number Social Security/Tax I.D. Number
_____________________________________________________________________
Signature Date
_____________________________________________________________________
Signature Date
A. SALE REQUEST
()Sell ALL shares, including fractional shares, of Common Stock
credited to my Plan account and forward the sale proceeds to me.
I understand this will terminate my Plan account.
()Sell whole shares of Common Stock credited to my Plan account
and forward the sale proceeds to me. I understand this will not
terminate my Plan account.
B. WITHDRAWAL REQUEST
()Withdraw ALL whole shares of Common Stock credited to my Plan account
and forward certificate to me. Sell any fractional share and
forward sale proceeds to me. I understand this will terminate my
Plan account.
()Withdraw _____ whole shares of Common Stock credited to my Plan
account and forward the certificate to me. I understand this will
not terminate my Plan account.
C. TRANSFER REQUEST
()Transfer ALL shares of Common Stock credited to my Plan account to the
transferee named below.
()Transfer _____ whole shares of Common Stock credited to my Plan
account to the Transferee named below.
TRANSFEREE INFORMATION (Required for transfer request)
_________________________________________________________________
Name of Transferee
_________________________________________________________________
Mailing address of Transferee City State Zip
________________________________________
Social Security/Tax I.D. # of Transferee
(Continue on back)
<PAGE>
REGISTRATION GUIDELINES (Please check one box)
()Individual or Joint - Joint accounts will be presumed to be
Joint Tenants with Right of Survivorship unless restricted by
applicable law or otherwise indicated. Only one Social
Security Number is required for tax reporting purposes.
()Uniform Transfer/Gift to Minor - A minor is the beneficial
owner of the account, with an adult custodian managing the
account until the minor becomes of age, as specified in the
Uniform Gift/Transfer to Minors Act in the minor's state of
residence. (The custodian's name, in addition to the minor's
name, state, and social security number must be provided.)
()Trust - Account is established in accordance with the
provisions of a trust agreement. (Please provide name of
Trust, date of Trust and Trustee with this registration.)
()Corporation, Partnership or Other Entity (Provide business
name and Tax I.D. Number.)
To enable the transfer of share(s) of Common Stock credited to
your Plan account, your signature(s) must be furnished below
with Medallion Stamp Guarantee (see note below).
The undersigned irrevocably appoints UMB Bank, n.a. as attorney
to sell/transfer the shares of Common Stock credited to my
(our) Plan account noted on the books of the Company.
_______________________________________ __________
Signature Date
_______________________________________ __________
Signature Date
Medallion Stamp Guarantee (required only for transfer requests)
Note: Plan participants executing this stock power must sign
above. Signature(s) must correspond with the name(s) exactly
as shown on your Plan account and must be Medallion Stamp
Guaranteed by an authorized commercial bank, broker or trust
company.
To assist us in processing your request, please provide your
day and evening telephone numbers.
Daytime Phone ( )____________ Evening Phone ( ) _____________
If you have questions or need assistance completing your request, please
write or call:
UMB Bank, n.a.
Securities Transfer Division
P.O. Box 410064
Kansas City, MO 64141-0064
(816) 860-7891
Or call KCPL Toll-Free
1-800-245-5275 - United States
(816) 556-2053 - Kansas City, MO
<PAGE>
Exhibit 99-c
[KCPL Logo]
Dividend Reinvestment and CERTIFICATE DEPOSIT FORM
Direct Stock Purchase Plan
Please deposit the attached KCPL Common Stock certificates for
safekeeping into my Dividend Reinvestment and Direct Stock
Purchase Plan account. Certificates need NOT be endorsed. If
you are not currently enrolled in the Plan, an enrollment form
must accompany this form.
Complete information below, sign, date and return to
UMB Bank, n.a.
Securities Transfer Division
P.O. Box 410064
Kansas City, MO 64141-0064
ACCOUNT NAME AND ADDRESS (Please print)
_____________________________________________________________________
Name(s) of Account Owner(s)
_____________________________________________________________________
Mailing Address City State Zip
_____________________________________________________________________
Account Number Social Security/Tax I.D. Number
Please list all attached stock certificates below:
Certificate No. Dated Number of Shares
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
TOTAL SHARES DEPOSITED ________________
_________________________________ ________________________
Signature of Account Owner(s) Date
_________________________________ ________________________
Signature of Account Owner(s) Date
Note: Signature(s) must agree in all respects with the name(s)
on stock certificate(s).
To ensure against loss resulting from mailing certificates, it
is recommended certificates be mailed registered mail, properly
insured, with return receipt requested.
