As Filed with the Securities and Exchange Commission on August 14, 2007

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to
FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GREAT PLAINS ENERGY INCORPORATED

(Exact name of registrant as specified in its charter)

 

1201 Walnut Street
Kansas City, Missouri 64106
(816) 556-2200
(Address, including zip code, and telephone number, including area code, of
Registrant’s principal executive offices)

Mark G. English, Esq.
General Counsel and Assistant Secretary
Great Plains Energy Incorporated
Kansas City, Missouri 64106
(816) 556-2608
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies To:

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.   o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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.   o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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.   o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PRELIMINARY COPY—SUBJECT TO COMPLETION, DATED AUGUST 14, 2007

 

The information in this preliminary joint proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary joint proxy statement/prospectus is not an offer to sell and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders:

The boards of directors of Great Plains Energy Incorporated and Aquila, Inc. have approved the acquisition of Aquila by Great Plains Energy following the sale of certain Aquila assets to Black Hills Corporation.

If these transactions are completed, each share of Aquila common stock will be converted into the right to receive $1.80 in cash and 0.0856 of a share of Great Plains Energy common stock.

Based on the number of shares of common stock of Great Plains Energy and Aquila outstanding on February 6, 2007, the last trading day prior to the public announcement of the transaction, upon consummation of the transactions, we expect that the stockholders of Aquila and Great Plains Energy will own approximately 27% and 73%, respectively, of the combined company’s outstanding common stock on a fully-diluted basis.

Great Plains Energy will hold a special meeting of its stockholders to consider and vote upon a proposal to approve the issuance of shares of common stock to be received by Aquila stockholders in the merger. Aquila will hold a special meeting of its stockholders to consider and vote on the merger. Every vote is important. Whether or not you plan to attend your company’s special meeting, please take the time to vote by following the instructions on your proxy card.

The places, dates and times of the special meetings are as follows:

 

We enthusiastically support this combination of our companies and join with our boards in recommending that you vote FOR the approval of these transactions.

 

For a discussion of risk factors which you should consider in evaluating the Transaction, see “Risk Factors” beginning on page 28.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved the merger and other transactions described in this joint proxy statement/prospectus nor have they determined if this joint proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [   •   ], 2007, and is first being mailed to stockholders on or about [   •   ], 2007.

GREAT PLAINS ENERGY INCORPORATED

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [  l  ], 2007

To the Stockholders of Great Plains Energy Incorporated:

We will hold a special meeting of the stockholders of Great Plains Energy Incorporated, on
[ l ], [ l ], 2007 at [ l ], local time, in [ l ]. At the special meeting, you will be asked to consider and vote upon the following proposals:

·       to approve the issuance of shares of our common stock, no par value, in connection with our acquisition of Aquila, Inc., a Delaware corporation headquartered in Kansas City, Missouri. Under the Agreement and Plan of Merger, dated as of February 6, 2007, by and among Great Plains Energy Incorporated, Aquila, Inc., Black Hills Corporation, and Gregory Acquisition Corp., we will acquire Aquila through the merger of Gregory Acquisition Corp., a wholly-owned subsidiary of our company, with and into Aquila. In connection with the merger, each issued and outstanding share of common stock, $1.00 par value, of Aquila will be converted into and become the right to receive $1.80 in cash and 0.0856 of a share of Great Plains Energy common stock, all as more fully described in the accompanying joint proxy statement/prospectus, and

·       to adjourn the special meeting, if necessary, to permit further soliciting of proxies in the event that there are not sufficient votes at the time of the special meeting to approve the issuance of shares.

We will transact no other business at the special meeting, except business properly brought before the special meeting or any adjournment or postponement of it by Great Plains Energy’s board of directors.

Only holders of record of shares of Great Plains Energy common stock at the close of business on
[ l ], 2007, the record date for the special meeting, are entitled to notice of the special meeting, and only holders of record of shares of Great Plains Energy common stock at the close of business on the record date are entitled to vote at the special meeting and any adjournments or postponements of the special meeting.

We cannot complete the transactions described above without a quorum (presence of holders of shares of Great Plains Energy common stock outstanding and entitled to cast at least a majority of the votes that all stockholders are entitled to cast) present in person or by proxy and unless holders of a majority of the Great Plains Energy common stock present or represented and entitled to vote on the proposal vote to approve the issuance of additional shares of common stock of Great Plains Energy.

For more information about the merger described above and the other transactions contemplated by the agreement and plan of merger, please review the accompanying joint proxy statement/prospectus and the agreement and plan of merger attached to it as Annex A.

Your vote is important. Whether or not you plan to attend the special meeting, please complete, sign and date the enclosed proxy and return it promptly in the enclosed postage-paid envelope. You may also cast your vote by telephone or electronically by following the instructions on your proxy card.

 

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AQUILA, INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

A Special Meeting of Stockholders of Aquila, Inc. will be held at [  l  ] (Central Time) on
[  l  ], 2007, at [  l  ]. The items of business will include:

1.    Considering and voting on a proposal to adopt the Agreement and Plan of Merger, dated as of February 6, 2007, among Aquila, Inc., Great Plains Energy Incorporated, Gregory Acquisition Corp., and Black Hills Corporation, as this agreement may be amended;

2.    Considering and voting on a proposal to adjourn the Special Meeting, if necessary, to permit further soliciting of proxies in the event that there are not sufficient votes at the time of the Special Meeting to adopt the merger agreement; and

3.    Transacting any other business that may properly come before the Special Meeting or any reconvened meeting following an adjournment or postponement of the Special Meeting.

The record date for the Special Meeting is [  l  ], 2007. Only stockholders of record at the close of business on that date are entitled to vote at the meeting.

 

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REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Great Plains Energy and Aquila from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available for you to review at the Securities and Exchange Commission’s (SEC) public reference room located at 100 F Street, N.E., Room 1580, Washington, DC 20549, and through the SEC’s website, www.sec.gov. You can also obtain those documents incorporated by reference in this joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

 

If you would like to request documents, please do so by [  l  ], 2007 in order to receive them before the special meetings.

See “Where You Can Find More Information” beginning on page 219.

VOTING BY INTERNET, TELEPHONE OR MAIL

Great Plains Energy stockholders of record may submit their proxies by:

Internet.   You can vote over the Internet by accessing the website at www.proxyvote.com and following the instructions on the website. Internet voting is available 24 hours a day. If you vote over the Internet, do not return your proxy card(s) or voting instruction card(s).

Telephone.   You can vote by telephone by calling the toll-free number (800) 690-6903 in the U.S., Canada or Puerto Rico on a touch-tone phone. You will then be prompted to enter the control number printed on your proxy card and to follow the subsequent instructions. Telephone voting is available 24 hours a day. If you vote by telephone, do not return your proxy card(s) or voting instruction card(s).

Mail.   You can vote by mail by simply completing, signing, dating and mailing your proxy card(s) or voting instruction card(s) in the postage-paid envelope included with this joint proxy statement/prospectus.

Aquila stockholders of record may submit their proxies by:

Internet.   You can vote over the Internet by accessing the website at www.cesvote.com, if you are a registered holder of Aquila common stock, and www.proxyvote.com, if you hold Aquila common stock in “street name” and following the instructions on the website(s). Internet voting is available 24 hours a day. If you vote over the Internet, do not return your proxy card(s) or voting instruction card(s).

Telephone.   You can vote by telephone by calling the toll-free number (800) 322-2885 in the U.S. or Canada on a touch-tone phone. You will then be prompted to enter the control number printed on your proxy card and to follow subsequent instructions. Telephone voting is available 24 hours a day. If you vote by telephone, do not return your proxy card(s) or voting instruction card(s).

Mail.   You can vote by mail by simply completing, signing, dating and mailing your proxy card(s) or voting instruction card(s) in the postage-paid envelope included with this joint proxy statement/prospectus.

If you are a Great Plains Energy or Aquila stockholder and you hold your shares through a bank, broker, custodian or other recordholder, please refer to your proxy card or voting instruction form or the information forwarded by your bank, broker, custodian or other recordholder to see which options are available to you.

TABLE OF CONTENTS

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SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus and may not contain all of the information that is important to you. To understand the agreement and plan of merger, the asset purchase agreement and the partnership interests purchase agreement fully and for a more complete description of the legal terms of the agreement and plan of merger, the asset purchase agreement and the partnership interests purchase agreement, you should carefully read this entire joint proxy statement/prospectus and the other documents to which we have referred you. See “Where You Can Find More Information” beginning on page 219. We have included page references parenthetically to direct you to a more complete description of the topics presented in this summary.

References to “we” or “our” and other first person references in this joint proxy statement/prospectus refer to both Great Plains Energy and Aquila and are intended, unless otherwise indicated by the context, to refer to the combined Great Plains Energy and Aquila and their respective subsidiaries following completion of the transactions.

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Questions and Answers About the Transactions

Q:             Why am I receiving this document?

A:             Aquila has agreed to sell its gas assets and its Colorado electric assets to Black Hills under the terms of the asset sale agreements described in this document. Great Plains Energy and Aquila have agreed that, after the asset sale, Aquila will combine with Great Plains Energy under the terms of a merger agreement described in this document. The merger and the asset sale are cross-conditioned, meaning the parties are not required to complete either transaction unless both are completed. We have attached a copy of the merger agreement as Annex A. We have attached copies of the asset sale agreements as Annexes B and C. In order to complete the merger and the asset sale, Great Plains Energy stockholders must vote to approve the issuance of shares of Great Plains Energy common stock in connection with the merger, and Aquila stockholders must vote to approve the merger agreement. Great Plains Energy and Aquila will hold separate stockholders’ meetings to obtain these approvals. This document contains important information about the merger and the asset sale, including the meetings of the respective stockholders of Great Plains Energy and Aquila, and you should read it carefully. The enclosed voting materials allow you to vote your shares without attending your company’s stockholders’ meeting.

Your vote is important. We encourage you to vote as soon as possible.

Q:             When and where are the special meetings of the stockholders?

A:             The special meeting of Great Plains Energy stockholders will take place at [   •   ], in [   •   ] located at [   •   ].

The special meeting of Aquila stockholders will take place at [   •   ], in [   •   ] located at [   •   ].

We provide the locations of the Great Plains Energy and Aquila special meetings on pages 41 and 47, respectively.

Q:             What will happen in the proposed merger and asset sale?

A:             Black Hills will acquire Aquila’s natural gas utility operations in Colorado, Iowa, Kansas and Nebraska, and Aquila’s electric utility operations in Colorado. Great Plains Energy will acquire all of the outstanding shares of Aquila and, as a result thereof, the Missouri electric assets and other corporate assets of Aquila. Specifically, as a result of the merger and asset sale, Great Plains Energy will own Aquila’s two Missouri electric utility operations (Missouri Public Service and St. Joseph Light & Power) and remaining merchant operations, which consist primarily of the 340-megawatt Crossroads power generating facility and residual natural gas contracts. After we complete the merger and the asset sale, Aquila will be held as a wholly-owned subsidiary of Great Plains Energy, and as a sister subsidiary to Kansas City Power & Light (KCP&L), Great Plains Energy’s existing operating utility company. In addition, as a result of the merger, the stockholders of Aquila will become stockholders of Great Plains Energy.

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The structure of the merger and asset sale is depicted below:

Additional information on the merger and asset sale is located beginning on page 51.

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Q:    What will Aquila stockholders receive in the merger for their shares?

A:             In the merger, each Aquila stockholder will receive $1.80 in cash, funded primarily by the asset sale to Black Hills, and 0.0856 of a share of Great Plains Energy common stock for each of their Aquila shares. The 0.0856 of a share of Great Plains Energy common stock that Great Plains Energy will exchange for each share of Aquila common stock is fixed and will not be adjusted based upon changes in the value of Aquila common stock or Great Plains Energy common stock. As a result, Aquila stockholders will not know the exact value of the shares of Great Plains Energy common stock they will receive in the merger for each share of Aquila common stock before the merger is completed. Until we complete the merger, this value will fluctuate with the market price of Great Plains Energy’s common stock. Aquila stockholders will not receive the merger consideration until the merger closes, which may be a substantial period of time after the special shareholders meetings. As an example, Great Plains Energy’s closing common stock price on February 6, 2007, the day prior to the execution of the merger agreement, was $32.05 and, therefore, if the merger had closed on that date, the merger consideration per share of Aquila stock, including $1.80 in cash, would have been $4.54 on that date. On August 13, 2007 Great Plains Energy’s closing common stock price was $28.40, and, therefore, the merger consideration per share of Aquila stock, including $1.80 in cash, would have been $4.23 if the merger had closed on that date. We expect that, upon completion of the merger, the stockholders of Aquila and Great Plains Energy will own approximately 27% and 73%, respectively, of the combined company’s outstanding common stock on a fully-diluted basis.

Great Plains Energy has committed to have, and currently has, a sufficient number of authorized and unissued shares available for issuance to Aquila stockholders upon completion of the merger. 

Great Plains Energy will, with Aquila’s approval, select an exchange agent.  As soon as is reasonably practicable after the effective time of the merger, the exchange agent will mail to each holder of record of Aquila common stock immediately prior to the effective time of the merger a letter of transmittal and instructions for use in surrendering the certificates in exchange for whole shares of Great Plains Energy common stock, cash in lieu of fractional shares and any dividends or other distributions payable.  Any shares of Great Plains Energy common stock that remain unclaimed one year after the completion of the merger will be delivered to Great Plains Energy, and so any holder of Aquila common stock after such period must look to Great Plains Energy for exchanging Aquila common stock for whole shares of Great Plains Energy common stock, cash in lieu of fractional shares and any dividends or other distributions payable.

Additional information on the consideration to be received in the merger is located beginning on page 157.

Q:             Why has Great Plains Energy decided to enter into the merger?

A:             Great Plains Energy’s board of directors considered a variety of factors before unanimously voting to enter into the merger. Great Plains Energy believes that the merger represents a focused regional acquisition and attractive strategic growth opportunity which is anticipated to deliver significant value to our shareholders, employees and customers.

The key factors that supported the Great Plains Energy board’s decision included:

·       Expanded regulated electric utility business;

·       Adjacent regulated electric utility territories;

·       The financial analyses, formal opinions and other advice presented to Great Plains Energy’s board of directors by Credit Suisse Securities (USA) LLC (Credit Suisse) and Sagent Advisors Inc. (Sagent);

·       Increased Aquila financial strength and flexibility;

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·       Significant cost savings and synergies;

·       Improved reliability and customer service; and

·       Disposition of non-strategic gas operations.

Great Plains Energy’s board of directors also considered potential risks of the merger.  The key risks considered by Great Plains Energy’s board included:

·  The merger is conditioned on the asset sale;

·  Fixed merger consideration, without any downward adjustment based on Aquila’s stock price;

·  Aquila’s business risks;

·  Regulatory approvals required for the merger;

·  Integration challenges; and

·  The risk of cost savings and synergies not being achieved.

Great Plains Energy’s board of directors believes that, overall, the potential benefits of the merger to Great Plains Energy and Great Plains Energy’s stockholders outweigh the risks.  Additional information on Great Plains Energy’s reasons for the merger is located beginning on page 62.

Q:             Why did Aquila’s board of directors approve the merger and the asset sale?

A:             Aquila’s board of directors considered a variety of factors before unanimously voting to enter into the merger. The key factors that supported the Aquila board’s decision included:

·       The Aquila board’s determination, after considering the advice of Blackstone Advisory Services L.P., formerly referred to as The Blackstone Group L.P. (Blackstone) and Lehman Brothers, Inc. (Lehman Brothers), Aquila’s financial advisors and Evercore Group L.L.C. (Evercore), financial advisor to Aquila’s independent directors, that the value realizable by Aquila’s stockholders from the merger is likely to be meaningfully greater than the value of Aquila based on its stand-alone plan and other alternatives;

·       The opportunity that Aquila stockholders will have, as a group, to own a significant interest in the combined company and, therefore, to benefit from the synergies resulting from the proposed merger and as stockholders of the combined company with stronger credit metrics, greater earnings per share growth and greater scale than Aquila on a stand-alone basis;

·       The nature and results of the extensive sale process conducted with the assistance of Blackstone and Lehman Brothers;

·       The opinions, each dated February 6, 2007, rendered by Blackstone and Lehman Brothers to Aquila’s board of directors and by Evercore to the independent members of Aquila’s board of directors that, as of that date and based on and subject to the respective assumptions made, procedures followed, matters considered and limitations of the scope of review undertaken as described in each opinion, in the case of Blackstone and Evercore, the consideration to be received by the holders of Aquila common stock in the proposed merger is fair, from a financial point of view, to those holders and, in the case of Lehman Brothers, the consideration to be offered to the stockholders of Aquila in the proposed merger is fair to those stockholders; and

·       The opportunity Aquila stockholders will have to receive the benefit of Great Plains Energy’s quarterly dividend (currently $0.415 per share).

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The Aquila board also considered a variety of risks and other potentially negative factors concerning the Great Plains Energy offer including:

·  the merger consideration does not offer Aquila stockholders a premium over, and reflected a discount to, the price at which Aquila common stock had been trading during the months prior to the signing of the announced transaction agreements;

·  the exchange ratio under the merger agreement with Great Plain Energy does not allow for the adjustments if the trading price of Great Plains Energy common stock decreases prior to the closing of the proposed merger;

·  the effect of there being two separate transactions (i.e., the proposed asset sale to Black Hills and the proposed merger with Great Plain Energy), which will increase the uncertainty of closing because the material adverse effect and the correctness of representations and warranties will be measured for purposes of the closing conditions against each of (i) the assets to be sold to Black Hills and (ii) Aquila after giving effect to the Black Hills asset sales, rather than against Aquila without giving effect to the asset sale to Black Hills; and

·  the parties would not be required to close the transactions if terms and conditions imposed by regulatory orders would have a material adverse effect on any of Great Plains Energy, Aquila (after giving effect to the asset sale to Black Hills), or the assets proposed to be sold to Black Hills.

Additional information regarding Aquila’s reasons for the merger and asset sale is located beginning on page 81.

Q:             What vote is required to approve the merger?

A:             Great Plains Energy.   The affirmative vote of the majority of the shares of Great Plains Energy common stock present in person or by proxy at the Great Plains Energy special meeting is required to approve the issuance of shares of Great Plains Energy common stock as contemplated by the merger agreement as long as a quorum, which is the presence of holders of shares of Great Plains Energy common stock outstanding and entitled to cast at least a majority of the votes that all stockholders are entitled to cast on the matter, is present in person or by proxy and the total votes cast on the proposal represents at least a majority of the shares of Great Plains Energy common stock entitled to vote. Such approval is a condition to the consummation of the merger and asset sale.

Aquila.   The affirmative vote of the holders of a majority of the outstanding shares of Aquila common stock is required to approve the merger agreement. Such approval is a condition to the consummation of the merger and asset sale.

Additional information on the vote required to approve the merger is located on page 41 for Great Plains Energy and on page 47 for Aquila.

Q:             Is my vote required for the asset sale?

A:             No. The asset sale does not, itself, require a stockholder vote of either Aquila, Great Plains Energy or Black Hills. However, under the asset sale agreements, the asset sale will occur immediately prior to the closing of the merger only if all conditions to the merger have been satisfied. These conditions include approval of the merger by stockholders of Aquila and Great Plains Energy. Accordingly, if the stockholders of Aquila fail to approve the merger, or if the stockholders of Great Plains Energy fail to approve the Great Plains Energy common stock issuance in connection with the merger, the asset sale will not occur.

Q:             Will I receive future dividends?

A:             Yes. After the merger, it is currently expected that Great Plains Energy will continue the dividend policy in effect at the time of the merger. Great Plains Energy’s current dividend policy is to pay quarterly cash dividends of $0.415 per share. These dividends are subject to approval by Great Plains

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Energy’s board of directors and depend on, among other things, Great Plains Energy’s financial condition and applicable legal and regulatory considerations.

Additional information on Great Plains Energy’s expected dividend policy is located on page 142.

Q:             What do I need to do now?

A:             After carefully reading and considering the information contained in this joint proxy statement/prospectus, please complete and sign your proxy card and return it in the enclosed postage-paid envelope as soon as possible so that your shares may be represented at your special meeting. In order to ensure that your vote is recorded, please vote your proxy as instructed on your proxy card even if you currently plan to attend your special meeting in person. You may also cast your vote by telephone or Internet by following the instructions on your proxy card.

Additional information on voting procedures is located beginning on page 41 for Great Plains Energy and on page 47 for Aquila.

Q:             How will my proxy be voted?

A:             If you vote by telephone, by Internet, or by completing, signing, dating and returning your proxy card, your proxy will be voted in accordance with your instructions (including instructions to abstain from voting on this proposal). If you sign, date, and send your proxy and do not indicate how you want to vote or that you wish to abstain, your shares will be voted FOR the approval or adoption of the merger agreement and approval of the merger, or the stock issuance, as appropriate.

Additional information on voting procedures is located beginning on page 41 for Great Plains Energy and on page 47 for Aquila.

Q:             May I vote in person?

A:             Yes. If you are a stockholder of record of Great Plains Energy at the close of business on [   •   ], 2007 or Aquila at the close of business on [   •   ], 2007, you may attend your special meeting and vote your shares in person, in lieu of submitting your proxy by telephone, Internet or returning your signed proxy card.

Q:             What must I bring to attend my special meeting?

A:             Admittance to the special meetings is limited to stockholders of Great Plains Energy or Aquila, as the case may be, or their authorized representatives. If you wish to attend your special meeting, bring your proxy or your voter information form. You must also bring photo identification.

Q:             What does it mean if I receive more than one set of materials?

A:             This means you own shares of both Great Plains Energy and Aquila, you own shares of Great Plains Energy or Aquila that are registered under different names, you own shares directly as a stockholder of record and other shares through a broker, or you may own shares through more than one broker. In these situations, you will receive multiple sets of proxy materials. You must vote, sign and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards you receive in order to vote all of the shares you own. Each proxy card you receive will come with its own postage-paid return envelope; if you vote by mail, make sure you return each proxy card in the return envelope that accompanied that proxy card.

Q:             Can I change my vote after I have returned a proxy or voting instruction card?

A:             Yes. You can change your vote at any time before your proxy is voted at your stockholders’ meeting. You can do this in one of three ways:

·       you can send a signed notice of revocation;

·       you can grant a new, valid proxy bearing a later date; or

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·       if you are a holder of record, you can attend your company’s stockholders’ meeting and vote in person, which will automatically cancel any proxy previously given, or you may revoke your proxy in person, but your attendance alone will not revoke any proxy that you have previously given.

If you choose either of the first two methods, you must submit your notice of revocation or your new proxy to the Corporate Secretary of Great Plains Energy or Aquila, as appropriate, no later than the beginning of the applicable stockholders’ meeting. If your shares are held in street name by your bank or broker, you should contact your broker to change your vote.

Additional information on changing your vote is located on page 44 for Great Plains Energy and on page 49 for Aquila.

Q:             If my broker holds my shares in “street name,” will my broker vote my shares?

A:             If you do not provide your broker with instructions on how to vote your “street name” shares, your broker will not be permitted to vote them at your special meeting. You should, therefore, be sure to provide your broker with instructions on how to vote your shares. Stockholders should check the voting form used by their brokers to see if your broker offers telephone or Internet voting.

If you do not give voting instructions to your broker, your shares will be counted towards a quorum at your special meeting, but your Aquila shares will be treated as voting against the merger unless you appear and vote in person at your special meeting. If your broker holds your shares and you plan to attend and vote at your special meeting, please bring a letter from your broker identifying you as the beneficial owner of the shares and authorizing you to vote.

Additional information on changing how to vote if your shares are held in street name is located on page 42 for Great Plains Energy and on page 48 for Aquila.

Q:             As a participant in the Great Plains Energy Incorporated Cash or Deferred Arrangement, how do I vote shares held in my plan account?

A:             If you are a participant in the Great Plains Energy Incorporated Cash or Deferred Arrangement and have funds in the plan invested in Great Plains Energy common stock, you have the right to provide voting directions to the plan trustee on any issue properly presented at the special meeting, by submitting voting instructions for those shares of Great Plains Energy common stock that are held by the plan and allocated to your plan account. Plan participant voting directions will be treated confidentially. The voting instructions for shares held in the plan will be provided by or on behalf of the plan trustee.

The Great Plains Energy Incorporated Cash or Deferred Arrangement is a tax-qualified retirement savings plan which is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The trust under the Great Plains Energy Incorporated Cash or Deferred Arrangement provides that the trustee for the plan will vote shares of Great Plains Energy common stock that are held by the plan and allocated to a participant’s account in accordance with the directions of the participant. The trust further provides that shares for which instructions are not received will not be voted, unless the trustee determines that it is required to vote the shares in order to comply with law. ERISA requires, among other things, plan fiduciaries to act solely in the best interest of plan participants in discharging their duties under a plan which is subject to ERISA. The plan trustee is a fiduciary to the Great Plains Energy Incorporated Cash or Deferred Arrangement and may determine that in order to fulfill its fiduciary duties under ERISA and act in the interests of plan participants, it must vote shares of common stock for or against the issuance of shares in connection with the merger. The trustee for the plan is not required to inform Great Plains Energy prior to the vote as to whether or how it intends to vote shares for which instructions are not received and, as the date hereof, Great Plains Energy has not been informed as to the plan trustee’s intentions with respect to the voting of any such shares. Because the plan trustee must process voting instructions from participants before the date of the Great Plains Energy special meeting, you are urged to deliver

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your instructions well in advance of the Great Plains Energy special meeting so that the instructions are received no later than [   •   ], 2007. As of July 31, 2007, approximately 2,585,449 shares of Great Plains Energy common stock were held in the plan.

Q:             As a participant in the Aquila, Inc. Retirement Investment (401(k)) Plan, how do I vote shares held in my plan account?

A:             If you are a participant in the Aquila, Inc. Retirement Investment (401(k)) Plan, you have the right to provide voting directions to the plan trustee by submitting your proxy card for those shares of Aquila common stock that are held by the plan and allocated to your plan account on any issue properly presented at the special meeting of Aquila shareholders. Plan participant voting directions will be treated confidentially. The proxy card for shares held in the plan will be provided by the plan trustee. The plan trustee will follow participants’ voting directions unless otherwise required by applicable law. If you elect not to provide voting directions, the plan trustee will vote the Aquila shares allocated to your plan account in the same proportion as those shares held by the plan for which the plan trustee has received voting directions from plan participants, unless it determines that it is required to vote the shares in another manner in order to comply with its fiduciary responsibilities to plan participants. Because the plan trustee must process voting instructions from participants before the date of the Aquila special meeting, you are urged to deliver your instructions well in advance of the Aquila special meeting so that the instructions are received no later than [   •   ]. As of July 31, 2007, approximately 5,630,930 shares of Aquila common stock were held in the plan.

Q:             Should I send in my Aquila share certificates now?

A:             No. After we have completed the merger, we will send Aquila stockholders written instructions informing them how to exchange their stock certificates. Great Plains Energy stockholders will keep their stock certificates.

Q:             When do you expect to complete the merger?

A:             Great Plains Energy and Aquila are working to complete the merger as quickly as possible although we cannot assure completion by any particular date. The merger is expected to close during the first calendar quarter of 2008. However, because consummation of the merger is subject to various conditions, including the obtaining of numerous state and federal regulatory consents and the consummation of the asset sale, Great Plains Energy and Aquila cannot predict the exact timing of the closing of the merger and cannot guarantee that the merger will occur at all.

Additional information on completing the merger is located beginning on page 157.

Q:             Do I have dissenters’ or appraisal rights?

A:             Under Missouri law, Great Plains Energy stockholders will not have dissenters, or appraisal rights in connection with the issuance of shares of Great Plains Energy common stock in connection with the merger. Under Delaware law, Aquila stockholders are entitled to appraisal rights in connection with the merger. Appraisal rights entitle Aquila stockholders who timely submit a proper written demand for appraisal to Aquila, who do not otherwise vote in favor of the merger and who meet certain other conditions, to receive a valuation of their shares and a payment of that value in cash in lieu of the consideration called for by the merger agreement. Failure by a dissenting stockholder to follow the steps required by law for perfecting appraisal rights may lead to the loss of those rights, in which case such dissenting stockholder will be treated in the same manner as a non-dissenting stockholder.

Additional information on Aquila stockholders dissenters’ rights is located beginning on page 145.

Q:             How important is my vote?

A:             Every vote is important. If an Aquila stockholder abstains or fails to vote his or her shares, this will have the same effect as voting those Aquila shares against approval of the merger and the asset sale. If

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a Great Plains Energy stockholder abstains or fails to vote their shares, such failure to vote will have no effect on the outcome of the voting for the merger (provided that the total vote cast represents over 50% in interest of all securities entitled to vote thereon).

Q:             Who can answer any questions I may have about the special meeting or the merger?

A:             Great Plains Energy stockholders may call Innisfree M&A Incorporated toll-free at (877) 687-1871 with any questions they may have. Banks and brokers may call collect at (212) 750-5833.

Aquila stockholders may call Mackenzie Partners, Inc. toll free at (800) 322-2885 or collect at (212) 929-5500 with any questions they may have.

Other Information Regarding the Merger

Recommendations by the Boards

Great Plains Energy

At its meeting on February 6, 2007, after due consideration, Great Plains Energy’s board of directors unanimously:

·       determined that the transactions, including the merger and asset sale are advisable, fair to, and in the best interests of, Great Plains Energy and its stockholders;

·       adopted the merger agreement and asset sale agreements; and

·       recommended that Great Plains Energy stockholders vote for the approval of the issuance of additional shares of Great Plains Energy common stock pursuant to the merger.

Aquila

At its meeting on February 6, 2007, after due consideration, Aquila’s board of directors unanimously:

·       approved and declared advisable the merger agreement and the asset sale agreements;

·       determined that the transactions, including the merger and the asset sale, are fair to, and in the best interests of, Aquila and its stockholders; and

·       recommended that Aquila stockholders vote for the adoption of the merger agreement and approval of the merger.

To review the background and reasons for the merger in greater detail see page 51, to review the risks related to the merger, see page 28.

Opinions of Financial Advisors

Great Plains Energy

In connection with the merger, Great Plains Energy’s board of directors received separate opinions, dated February 6, 2007, from Credit Suisse and Sagent, as to the fairness, from a financial point of view and as of the date of such opinions, to Great Plains Energy of the consideration to be paid by Great Plains Energy in the merger. Copies of Credit Suisse’s and Sagent’s written opinions are attached to this joint proxy statement/prospectus as Annexes D and E, respectively. We encourage you to read these opinions carefully in their entirety for a description of the procedures followed, assumptions made, matters considered and limitations on the review undertaken. The opinions of Credit Suisse and Sagent were provided to Great Plains Energy’s board of directors in connection with its evaluation of the merger consideration from a financial point of view to Great Plains Energy, do not address any other aspect of the proposed merger and do not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matter relating to the merger or any other matter.

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Aquila

In connection with the proposed merger, Aquila’s board of directors received written opinions from each of Lehman Brothers and Blackstone, Aquila’s financial advisors, and the independent directors of Aquila also received a written opinion from Evercore, financial advisor to the independent directors, that, as of February 6, 2007 and based upon and subject to the qualifications set forth in their respective opinions, in the case of Blackstone and Evercore, the consideration to be received by the holders of Aquila common stock in the merger is fair, from a financial point of view, to those holders and, in the case of Lehman Brothers, the consideration to be offered to the stockholders of Aquila in the merger is fair to those stockholders. The full text of Lehman Brothers’, Blackstone’s and Evercore’s respective written opinions, each dated February 6, 2007, which sets forth assumptions made, procedures followed, matters considered and limitations on the reviews undertaken in connection with the respective opinions, is attached as Annex F, G and H, respectively. We urge you to read these opinions carefully and in their entirety. The summary of each opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. Lehman Brothers and Blackstone provided their respective opinions to Aquila’s board of directors in connection with, and for the purposes of, the board’s consideration of the merger. Evercore provided its opinion to the independent directors of Aquila in connection with, and for the purposes of, the independent directors’ consideration of the merger and asset sale and it does not constitute a recommendation as to how any holder of Aquila common stock should vote or act with respect to the merger or any other matter. The Lehman Brothers and Blackstone opinions are each addressed to Aquila’s board of directors, and the Evercore opinion is addressed to the independent directors of Aquila, and do not constitute recommendations as to how any holder of Aquila common stock should vote or act with respect to the merger or any other matter.

Additional information on the opinions received by Great Plains Energy’s board of directors and the opinions received by Aquila’s board of directors and the independent directors of Aquila is located beginning on pages 67 and 86, respectively.

Interests of Aquila’s Executive Officers in the Merger and the Asset Sale

In considering the recommendation of Aquila’s board of directors to vote FOR the adoption of the merger agreement and approval of the merger, Aquila stockholders should be aware that Aquila’s executive officers have interests in the merger and asset sale that are different from, or in addition to, the interests of Aquila’s stockholders generally. Aquila’s board of directors was aware of these interests and considered them in approving the merger and asset sale agreements. The aggregate amount of compensatory payments and benefits that Aquila’s senior executive officers (Richard C. Green, Jon R. Empson, Leo E. Morton, Christopher M. Reitz, and Beth A. Armstrong) are expected to receive as a result of the merger and asset sale under the terms of their respective agreements with Aquila (which are described below under the heading “Severance Compensation Agreements”) is $7,340,401, based upon assumptions described in more detail beginning on page 138. The individual amounts each senior executive will receive are set out on page 139. The aggregate amount of Great Plains Energy common stock that executive officers are expected to receive as a result of the merger under Aquila plans upon conversion of their outstanding Aquila equity awards is approximately 19,672 shares, all of which are expected to be received by Mr. Green.

Additional information relating to the interests of Aquila’s executive officers in the merger is located beginning on page 138.

Treatment of Restricted Stock

As of August 13, 2007, there were approximately 384,026 shares of Aquila common stock represented by restricted stock awards held by Aquila’s executive officers. 22,000 of these restricted stock awards will vest prior to the merger. 132,026 of these restricted stock awards will vest upon the earlier of March 15, 2008, or the completion of the merger. 230,000 of the restricted stock awards will vest upon the completion

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of the merger. To the extent then unvested, shares of Aquila common stock represented by restricted stock awards will be converted into a number of shares of Great Plains Energy common stock equal to the product of

·       The number of Aquila shares subject to the restricted stock award immediately prior to the effective time of the merger agreement and

·       An “option exchange ratio.”

Based on the $28.40 closing share price of the Great Plains Energy common stock as of August 13, 2007, the option exchange ratio would have been .1490.

Mr.  Green has 132,026 shares subject to Aquila restricted stock awards which are scheduled to vest on March 15, 2008. He will be entitled to receive approximately 19,672 unrestricted shares of Great Plains Energy common stock in the merger in exchange for these restricted shares in accordance with the terms of such awards, which were granted in 2002 and therefore were outstanding prior to the execution of the merger agreement. Ms. Armstrong holds 53,000 shares subject to Aquila restricted stock awards, 7,000 of which are scheduled to vest on December 30, 2007, prior to the anticipated completion date of the  merger, and 46,000 of which will vest upon the completion of the merger. Each of Messrs. Empson and Morton hold 69,000 shares subject to Aquila restricted stock awards, which will vest upon the completion of the merger. Mr. Reitz holds 46,000 shares subject to Aquila restricted stock awards, which will vest upon the completion of the merger.

Treatment of Stock Options

As of August 13, 2007, there were approximately 839,822 shares of Aquila common stock subject to vested stock options granted to its executive officers under Aquila’s equity incentive plans. These options will become options to acquire Great Plains Energy common stock, as equitably adjusted based on the option exchange ratio. As of August 13, 2007, only 81,800 of the 839,822 options held by executive officers of Aquila had exercise prices which were less than the fair market value of Aquila’s common stock. As of that date, these options, which are sometimes referred to as “in the money” options, had an aggregate value (based on the difference between the exercise price and the fair market value of Aquila common stock on that date) of approximately $20,000.

Other Matters

Other than Mr. Green, each of Aquila’s executive officers and certain other officers of Aquila are party to severance compensation agreements with Aquila. Mr. Green is party to an employment agreement with Aquila. Under the merger agreement, Messrs. Green, Empson, Morton and Reitz and Ms. Armstrong will be deemed terminated for the purposes of payment under their severance compensation agreements or, in the case of Mr. Green, his employment agreement, and will be entitled to severance compensation as follows:

·       a lump sum payment equal to 3 times (for Mr. Green) or 2 times (for the other executive officers) the sum of his or her base salary and target annual incentive opportunity for the calendar year in which the change in control occurs (for Mr. Green), or if greater (for the other executive officers), the average target annual incentive opportunity for a select group of comparable companies as determined by Aquila’s board’s independent consulting firm;

·       ability to exercise any stock options as of the date of termination and continuing for three months thereafter and any restrictions on his or her restricted stock will lapse;

·       an additional cash payment equal to a pro-rata portion of his or her target annual and long-term incentive opportunity for the incentive period in which his or her employment terminates;

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·       a gross-up payment, if necessary, so that the net amount of his or her total payments received on an after-tax basis would equal the amount he or she would have received in the absence of the imposition of golden parachute excise taxes;

·       three years of health coverage benefits; and

·       three years of additional credit for both age and service under Aquila’s tax-qualified and non-qualified pension plans.

Please see page 139 for a table summarizing the cash payments and value of continued benefits, as outlined above, that will be made to each executive officer.

Additionally, under the merger agreement, Aquila is obligated to make contributions to a “rabbi trust” in amounts necessary to cover 100% of the accrued benefits under Aquila’s Capital Accumulation Plan and the Supplemental Executive Retirement Plan. The amount of such contribution is expected to be approximately $18 million.

The Transactions

The merger agreement is attached as Annex A to this joint proxy statement/prospectus. We encourage you to read the merger agreement in its entirety. It is the principal document governing the merger and the other related transactions whereby Great Plains Energy will acquire Aquila and its Missouri-based utilities, Missouri Public Service and St. Joseph Light & Power, as well as Aquila’s other assets remaining after the transaction between Aquila and Black Hills.

The asset purchase agreement and the partnership interests purchase agreement are attached as Annexes B and C respectively, to this joint proxy statement/prospectus. We encourage you to read these agreements in their entirety. They are the principal documents governing the asset sale, in which Aquila will sell to Black Hills, immediately before completion of the merger, Aquila’s regulated electric utility in Colorado and Aquila’s regulated gas utilities in Colorado, Kansas, Nebraska and Iowa.

Additional information relating to the merger agreement and asset sale agreements is located beginning on page 157.

Conditions to the Completion of the Merger

The merger is conditioned on the asset sale being completed before the merger. If the asset sale is not completed, the merger will not be completed. The merger agreement also contains customary closing conditions, including the following conditions that apply to both Great Plains Energy and Aquila, which would not be waived:

·       receipt of the required Great Plains Energy and Aquila stockholder approvals;

·       absence of any orders from a court in the U.S. prohibiting the merger and absence of any law prohibiting the merger unless violation of the law would have an insignificant impact;

·       expiration or termination of the applicable waiting period under the U.S. federal antitrust law, the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, or HSR Act, and the receipt of required regulatory consents, including federal and state utility regulators’, without materially adverse conditions;

·       effectiveness of the registration statement on Form S-4; and

·       authorization of the listing of Great Plains Energy shares issuable in the merger with the New York Stock Exchange (NYSE).

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The obligation of Great Plains Energy to complete the merger is subject to the following additional conditions, any of which could be waived by Great Plains Energy:

·       accuracy of Aquila’s and Black Hills’ representations and warranties, except where the failure to be so accurate would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Aquila excluding the assets being sold to Black Hills in the asset sale (Aquila material adverse effect);

·       performance by Aquila and Black Hills of their respective obligations under the merger agreement in all material respects; and

·       no Aquila material adverse effect will have occurred since February 6, 2007, the date the merger agreement was signed, and be continuing.

The obligation of Aquila to complete the merger is subject to the following additional conditions, any of which could be waived by Aquila:

·       accuracy of Great Plains Energy’s representations and warranties, except where the failure to be so accurate would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Great Plains Energy (Great Plains Energy material adverse effect);

·       performance by Great Plains Energy of its obligations under the merger agreement in all material respects; and

·       no Great Plains Energy material adverse effect will have occurred since February 6, 2007, the date the merger agreement was signed, and be continuing.

While we expect these conditions to be satisfied, several of them depend on factors beyond our control, including the receipt of required regulatory consents. There can be no assurance that the conditions will be satisfied.

Termination of the Merger Agreement

The merger agreement may be terminated at any time before we complete the merger if Great Plains Energy, Aquila and Black Hills agree. It can also be terminated by either Great Plains Energy or Aquila under certain specified circumstances, including:

·       By either Great Plains Energy or Aquila, if:

·        we have not completed the merger by the termination date, which is February 6, 2008; however, the termination date may be extended unilaterally by Great Plains Energy or Aquila until August 8, 2008 to obtain regulatory approvals and under other limited circumstances;

·        required Aquila or Great Plains Energy stockholder approval is not obtained;

·        a governmental entity permanently enjoins or prohibits the merger; or

·        the asset sale agreements are terminated.

·       By Aquila, if:

·        its board of directors authorizes Aquila to enter into an agreement for a superior proposal;

·        prior to Great Plains Energy stockholder approval, Great Plains Energy publicly withholds or withdraws its recommendation of the merger, fails to reaffirm its support, or enters into a new transaction which is economically superior to the merger; or

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·        Great Plains Energy breaches any of its representations, warranties or covenants, so that relevant closing conditions cannot be satisfied, and the breach is either not curable, or if curable, is not cured by the termination date.

·       By Great Plains Energy, if:

·        its board of directors authorizes Great Plains Energy to enter into an agreement for a superior proposal;

·        prior to Aquila stockholder approval, Aquila publicly withholds or withdraws its recommendation of the merger, fails to reaffirm its support, or enters into a new transaction which is economically superior to the merger; or

·        Aquila breaches any of its representations, warranties or covenants, so that relevant closing conditions cannot be satisfied and such breach is either not curable, or if curable, is not cured by the termination date.

Conditions to the Completion of the Asset Sale

The asset sale agreements contain closing conditions, which are substantially similar to the conditions described in the merger agreement above, that apply to Great Plains Energy, Black Hills and Aquila. The asset sale is cross-conditioned on the merger, meaning Black Hills and Aquila are not required to complete the asset sale unless the merger also occurs.

Black Hills’ obligation to close is not conditioned on its ability to secure financing for the purchase price. However, if Black Hills fails to secure financing and does not close the asset sale agreements, neither Aquila nor Great Plains Energy will be required to close the merger.

As noted in the conditions described in the merger agreement above, similar conditions in the asset sale agreements could be waived. While we expect these conditions to be satisfied, several of them depend on factors beyond our control, including the receipt of required regulatory consents. There can be no assurance that the conditions will be satisfied.

Termination of the Asset Sale Agreements

The termination provisions of the asset sale agreements permit each party to terminate in certain circumstances substantially similar to the termination provisions in the merger agreement described above, other than those relating to a superior proposal. Additionally, the asset sale agreements may be terminated if the merger agreement terminates.

Termination Fees; Reimbursement of Expenses

Aquila will be required to pay a $45 million termination fee, out of which Black Hills will be reimbursed its expenses, up to $15 million, with the remainder received by Great Plains Energy, if the merger agreement is terminated:

·       by Aquila in order to enter into an agreement for a superior proposal;

·       by Great Plains Energy because Aquila’s board of directors publicly withdraws its recommendation of the merger; or

·       by Aquila or Great Plains Energy if:

·        the termination date occurs and the merger has not yet been completed, the Aquila stockholders vote on, and fail to approve, the merger, or Aquila materially breaches its representations or covenants; and

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·        before the merger agreement is terminated, a bona fide proposal to acquire Aquila is made by a third party; and

·        within nine months after the termination, Aquila is either acquired or enters into a merger agreement with a third party.

Great Plains Energy will be required to pay Aquila a $45 million termination fee and to reimburse Black Hills’ expenses up to $15 million, if the merger agreement is terminated:

·       by Great Plains Energy in order to enter into an agreement for a superior proposal;

·       by Aquila because Great Plains Energy’s board of directors publicly withholds its recommendation of the merger; or

·       by Aquila or Great Plains Energy if:

·        the termination date occurs and the merger has not yet been completed, the Great Plains Energy stockholders vote on, and fail to approve, the merger, or Great Plains Energy materially breaches its representations or covenants; and

·        before the merger agreement is terminated, a bona fide proposal to acquire Great Plains Energy was made by a third party; and

·        within nine months of termination, Great Plains Energy is acquired, or enters into a merger agreement with a third party.

Whether or not a termination fee is payable, a party could still be liable for damages following termination in the event it materially and willfully or knowingly breached the merger agreement.

No Solicitation; Withdrawal of Board Recommendation

The merger agreement restricts the ability of each of Great Plains Energy and Aquila to solicit or negotiate for any competing bids, or provide non-public information to other bidders, and neither party’s board of directors may withdraw its recommendation to its stockholders to approve the merger, except as described below. If, however, before a party’s stockholders’ approve the merger, a party receives an unsolicited takeover proposal from a third party that the party’s board of directors determines in good faith, after consultation with its legal and financial advisors, constitutes a superior proposal or would reasonably be expected to lead to a superior proposal, that party may furnish information to the third party and engage in negotiations regarding the takeover proposal with the third party, subject to specified conditions. Great Plains Energy and Aquila must keep each other informed of any competing proposals, including any possible acceptance of a competing proposal, and give the other party an opportunity to modify its bid.

In addition, the board of directors of Great Plains Energy or Aquila may change its recommendation in favor of the merger if it determines in good faith that its failure to change its recommendation would be inconsistent with its fiduciary duties under applicable law. If Aquila’s board of directors changes its recommendation, Aquila will be required to pay a $45 million termination fee, out of which Black Hills will be reimbursed its expenses, up to $15 million, as described above. If Great Plains Energy’s board of directors changes its recommendation, Great Plains Energy will be required to pay Aquila a $45 million termination fee and to reimburse Black Hills’ expenses up to $15 million, as described above.

Legal Proceedings Related to the Merger and the Asset Sale

On February 8, 2007, two purported class action lawsuits were filed against Aquila and its directors in the Circuit Court of Jackson County, Missouri at Kansas City. On July 10, 2007, the plaintiffs in one of the purported class action lawsuits filed an amended complaint, among other things, naming four of Aquila’s

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executive officers (Leo Morton, Jon Empson, Chris Reitz, and Beth Armstrong), Great Plains Energy, and Black Hills as additional named defendants.

On or about April 16, 2007, a purported class action lawsuit was filed against Aquila and its directors in the Court of Chancery of the State of Delaware in and for New Castle County. Aquila has engaged in discussions with plaintiffs regarding a possible dismissal of the lawsuit in connection with Aquila making additional disclosure in this proxy statement. On July 12, 2007, the plaintiffs disclosed in an SEC filing that that these negotiations may result in a dismissal of this lawsuit. Aquila has made certain additional disclosures requested by the plaintiffs in this proxy statement. The plaintiffs have not requested a reimbursement of attorney fees or other costs, and Aquila has no intention to agree to any such request if made.

Each lawsuit purports to be on behalf of all Aquila stockholders (except the defendants and their affiliates) and alleges that Aquila directors breached their fiduciary duties in approving the merger and asset sale. One of the lawsuits filed in Jackson County, Missouri also alleges that members of Aquila’s senior management breached certain fiduciary duties allegedly owed to Aquila shareholders in pursuing the merger, and alleges that Great Plains Energy and Black Hills aided and abetted the alleged breaches by Aquila’s directors and management.

Additional information relating to legal proceedings related to the merger is located beginning on page 176.

Accounting Treatment

In accordance with U.S. generally accepted accounting principles, Great Plains Energy will account for the merger using the purchase method of accounting. Under this method of accounting, Great Plains Energy will record the market value (based on an average of the closing prices of Great Plains Energy common stock for a range of two trading days before and after February 7, 2007, the announcement date) of its common stock issued in connection with the merger, the fair value of Aquila’s liabilities assumed by Great Plains Energy in connection with the merger, the amount of cash consideration to be paid to holders of Aquila common stock, the fair value of certain Great Plains Energy options issued to replace Aquila options assumed in connection with the merger and the amount of direct transaction costs associated with the merger as the estimated purchase price of acquiring Aquila. Great Plains Energy will allocate the estimated purchase price to the net tangible and amortizable intangible assets acquired (including the market value of energy contracts and affiliate agreements), based on their respective fair values at the date of the completion of the merger. Any excess of the estimated purchase price over those fair values will be accounted for as goodwill. Intangible assets with definite lives will be amortized over their estimated useful lives. Goodwill resulting from the business combination will not be amortized but instead will be tested for impairment at least annually (more frequently if certain indicators are present). In the event that the management of the combined company determines that the value of goodwill has become impaired, the combined company will incur an accounting charge for the amount of impairment during the fiscal quarter in which the determination is made.

Additional information relating to accounting treatment is located on page 145.

Material U.S. Income Tax Consequences of the Merger

The merger will be a taxable transaction for U.S. federal income tax purposes if you are a holder of Aquila’s common stock. Your receipt of cash and Great Plains Energy common stock will cause you to recognize gain or loss for U.S. federal income tax purposes measured by the difference, if any, between the cash and the value of Great Plains Energy common stock you receive in the merger and the adjusted tax basis of your Aquila shares.

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Additional information relating to the material U.S. federal income tax consequences of the merger is located beginning on page 142.

Regulatory Matters

The approval of, among others, the following U.S. federal, state and local regulatory authorities must be obtained before the merger can be completed:

·       the Federal Energy Regulatory Commission (FERC); and

·       the regulatory agencies in several of the states in which Great Plains Energy and /or Aquila operate electric and/or gas utility businesses, including Missouri and Kansas.

On April 4, 2007, Aquila, KCP&L and Great Plains Energy filed applications with the Missouri Public Service Commission (MPSC) and the Kansas Corporation Commission (KCC) seeking approval for the merger. In addition, on April 4, 2007, Aquila and Black Hills filed applications with the Public Utilities Commission of the State of Colorado, the KCC, the Nebraska Public Service Commission and the Iowa Utilities Board seeking approval of the asset sale. On May 25, 2007, Aquila, Black Hills, KCP&L and Great Plains Energy filed an application (which was amended on June 20, 2007) with the FERC for approval of the merger and the sale of Aquila’s FERC—jurisdictional Colorado electric utility assets to Black Hills, and for a declaratory order that the transfer of proceeds from the asset sale by Aquila to Great Plains Energy will not constitute a payment of funds properly included in a capital account in a manner contrary to the Federal Power Act. None of these required regulatory approvals have been obtained as of the date of this joint proxy statement/prospectus, and there can be no assurance that satisfactory approvals will be received in a timely and acceptable manner.

On July 27, 2007, Aquila and Great Plains Energy filed the notifications required under the HSR Act to complete the merger. The 30-day initial waiting period applicable to the merger under the HSR Act will expire at 11:59 p.m. on August 27, 2007, unless earlier terminated or extended. On August 2, 2007, Aquila and Black Hills filed the notifications required under the HSR Act to complete the asset sales. The 30-day initial waiting period applicable to the asset sales under the HSR Act will expire at 11:59 p.m. on September 4, 2007, unless earlier terminated or extended. The applicable waiting periods under the HSR Act must expire or terminate before the companies can complete the merger and asset sales.

Additional information relating to regulatory matters is located beginning on page 152.

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The Companies

Great Plains Energy Incorporated
1201 Walnut Street
Kansas City, Missouri 64106
(816) 556-2200

Great Plains Energy, a Missouri corporation incorporated in 2001 and headquartered in Kansas City, Missouri, is a public utility holding company and does not own or operate any significant assets other than the stock of its subsidiaries. Great Plains Energy has four direct subsidiaries with operations or active subsidiaries:

·       KCP&L, headquartered in Kansas City, Missouri, is an integrated, regulated electric utility that engages in the generation, transmission, distribution and sale of electricity. KCP&L serves over 505,000 customers located in all or portions of 24 counties in western Missouri and eastern Kansas. Customers include approximately 446,000 residences, over 57,000 commercial firms, and approximately 2,200 industrials, municipalities and other electric utilities. KCP&L’s retail revenues averaged approximately 81% of its total operating revenues over the last three years. Wholesale firm power, bulk power sales and miscellaneous electric revenues accounted for the remainder of utility revenues. KCP&L is significantly impacted by seasonality with approximately one-third of its retail revenues recorded in the third quarter. KCP&L’s total electric revenues averaged approximately 43% of Great Plains Energy’s revenues over the last three years. KCP&L’s net income accounted for approximately 119%, 88% and 87% of Great Plains Energy’s income from continuing operations in 2006, 2005 and 2004, respectively.

·       KLT Inc. is an intermediate holding company that primarily holds indirect interests in Strategic Energy, L.L.C. (Strategic Energy), which provides competitive retail electricity supply services in several electricity markets offering retail choice, and holds investments in affordable housing limited partnerships. KLT Inc. also wholly owns KLT Gas Inc. (KLT Gas), which has no active operations. Strategic Energy provides competitive retail electricity supply services by entering into power supply contracts to supply electricity to its end-use customers. Of the states that offer retail choice, Strategic Energy operates in California, Connecticut, Illinois, Maryland, Massachusetts, Michigan, New Jersey, New York, Ohio, Pennsylvania and Texas. Strategic Energy also provides strategic planning, consulting and billing and scheduling services in the natural gas and electricity markets. Strategic Energy provides services to approximately 26,500 commercial, institutional and small manufacturing customers, which includes numerous Fortune 500 companies, smaller companies and governmental entities. Strategic Energy offers an array of products designed to meet the various requirements of a diverse customer base including fixed price, index-based and month-to-month renewal products. Strategic Energy’s projected MWh deliveries for 2007 are in the range of 18 to 22 million MWhs. At December 31, 2006, based solely on expected usage under current signed contracts, Strategic Energy forecasted future MWh commitments (backlog) of 14.7 million, 8.9 million and 4.1 million for the years 2007 through 2009, respectively, and 5.1 million over the years 2010 through 2012. Strategic Energy’s revenues averaged approximately 57% of Great Plains Energy’s revenues over the last three years. Strategic Energy’s net income (loss) accounted for approximately (8%), 17% and 24% of Great Plains Energy’s income from continuing operations in 2006, 2005 and 2004, respectively.

·       Innovative Energy Consultants Inc. (IEC) is an intermediate holding company that holds an indirect interest in Strategic Energy. IEC does not own or operate any assets other than its indirect interest in Strategic Energy. When combined with KLT Inc.’s indirect interest in Strategic Energy, Great Plains Energy indirectly owns 100% of Strategic Energy.

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·       Great Plains Energy Services Incorporated (Services) provides services at cost to Great Plains Energy and its subsidiaries, including consolidated KCP&L.

Gregory Acquisition Corp.
1201 Walnut Street
Kansas City, Missouri 64106
(816) 556-2200

Gregory Acquisition Corp. is a wholly owned subsidiary of Great Plains Energy. Gregory Acquisition Corp. was formed on January 16, 2007, solely for the purpose of engaging in the merger and the other transactions contemplated by the merger agreement. Gregory Acquisition Corp. has not conducted any business operations other than incidental to its formation and in connection with the transactions contemplated by the merger agreement.

Aquila, Inc.
20 West Ninth Street
Kansas City, Missouri 64105
(816) 421-6600

Aquila, Inc. is an integrated electric and natural gas utility headquartered in Kansas City, Missouri. Aquila began as Missouri Public Service Company in 1917 and reincorporated in Delaware as UtiliCorp United Inc. in 1985. In March 2002, UtiliCorp United Inc. changed its name to Aquila, Inc. As of December 31, 2006, Aquila had 2,456 employees in the U.S., 1,095 of which were represented by union locals. Aquila’s business is organized into three business segments: Electric Utilities, Gas Utilities and Merchant Services. Electric Utilities comprises Aquila’s regulated electric utility operations, Gas Utilities comprises Aquila’s regulated gas utility operations, and Merchant Services comprises Aquila’s remaining unregulated energy activities. Substantially all of Aquila’s revenues are generated by Aquila’s Electric and Gas Utilities.

Aquila sold its Kansas Electric utility on April 1, 2007, and in 2006 sold its Gas utilities in Michigan, Minnesota, and Missouri. The results of these operations are reported by Aquila as discontinued operations. As of December 31, 2006, excluding discontinued operations, Aquila’s Electric Utilities included 1,843 MWs of generation and 14,992 pole miles of electric transmission and distribution lines, and Aquila’s Gas Utilities included 516 miles of intrastate gas transmission pipelines and 11,283 miles of gas distribution mains and service lines. Aquila’s Electric and Gas Utilities generated revenues from continuing and discontinued operations of $1,379.2 million and $489.1 million, respectively, in the year ended December 31, 2006, and had total assets in continuing and discontinued operations of $2.6 billion and $.3 billion, respectively, at December 31, 2006.

Through 2004 Aquila’s operations also included significant international utility investments and Merchant Services was a much larger component of Aquila’s business. In 2002 Aquila began to reposition its business to concentrate on its domestic electric and gas utilities and reduce financial obligations. As part of that repositioning, Aquila sold all international investments and a substantial portion of Merchant Services assets. Additionally, Aquila wound down most of Aquila’s Merchant Services energy trading portfolio. Aquila’s remaining Merchant Services assets consist of Aquila’s contractual rights relating to the Crossroads Energy Center, a non-regulated domestic power generation facility, and Aquila’s remaining wholesale energy trading portfolio.

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Comparative Stock Prices and Dividends

Shares of Great Plains Energy common stock and Aquila common stock are listed on the NYSE. The following table presents the last reported closing sale price per share of Great Plains Energy common stock and Aquila common stock, as reported on the NYSE Composite Transaction reporting system on February 6, 2007, the last full trading day prior to the public announcement of the merger, and on August 13, 2007, the last trading day for which this information could be calculated prior to the filing of Amendment No. 2 to this joint proxy statement/prospectus.

(1)          The equivalent implied per share data for Aquila common stock has been determined by multiplying the closing market price of a share of Great Plains Energy common stock on each of the dates by the exchange ratio of 0.0856 and adding the per share cash consideration of $1.80 being paid to Aquila stockholders. Aquila stockholders will not receive the merger consideration until the merger closes, which may be a substantial period of time after the special shareholders’ meetings.

The most recent quarterly dividend declared by Great Plains Energy was $0.415 per share payable on September 20, 2007. Great Plains Energy’s current dividend is $1.66 per share of common stock on an annual basis. Aquila currently does not pay a dividend on its common stock.

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Selected Historical Financial Data

Great Plains Energy and Aquila are providing the following financial information to aid you in your analysis of the financial aspects of the merger. This information is only a summary, and you should read it in conjunction with the historical consolidated financial statements of Great Plains Energy and Aquila and the related notes contained in the annual and quarterly reports and other information that each of Great Plains Energy and Aquila has previously filed with the Securities and Exchange Commission and which is incorporated herein by reference. See “Where You Can Find More Information” beginning on page 219.

Selected Historical Consolidated Financial Data of Great Plains Energy

 

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Selected Historical Consolidated Financial Data of Aquila

 

The following notes reflect the pretax effect of items affecting the comparability of the Selected Historical Consolidated Financial Data of Aquila above:

(a) Included in loss from continuing operations for the six months ended June 30, 2006 and for the year ended December 31, 2006 are $22.7 million and $28.2 million, respectively, of losses on the early retirement of debt. Additionally, both periods were impacted by the $218.0 million loss on the exit of Aquila’s Elwood tolling contract.

(b)   Included in loss from continuing operations for the year ended December 31, 2005 is a $82.3 million loss on the early termination of Aquila’s Premium Income Equity Securities; offset in part by $31.3 million of net gains primarily related to an exit of Aquila’s Batesville tolling contract and the sale of Aquila’s interests in the IntercontinentalExchange, Inc. and the Red Lake gas storage development project.

(c)    Included in loss from continuing operations for the year ended December 31, 2004 is a $46.6 million loss on the transfer of Aquila’s interest in the Aries power project and termination of Aquila’s 20-year tolling agreement with that project, a $156.2 million loss on the termination of four long-term gas contracts, $63.9 million of losses related to derivatives cancelled and replacement gas purchased for these four contracts, and $19.5 million of other impairment charges; offset in part by $34.0 million of gains including the sale of Aquila’s interests in 12 equity method independent power plants, the sale of a power development project in the United Kingdom and a distribution from Aquila’s interest in the BAF power partnership that sold its cogeneration facility.

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(d)   Included in loss from continuing operations for the year ended December 31, 2003 are (i) a $105.5 million termination payment regarding Aquila’s 20-year tolling agreement for the Acadia power plant; (ii) an $87.9 million impairment charge on Aquila’s equity method investments in 12 independent power plants; and (iii) $26.1 million of restructuring charges from exiting interest rate swaps related to the Raccoon Creek and Goose Creek construction financing arrangements and additional severance and retention payments related to the wind-down of Aquila’s trading operations.

(e)    Included in loss from continuing operations for the year ended December 31, 2002 are (i) a $696.1 million impairment charge on Aquila’s investment in Quanta Services; (ii) a $247.5 million impairment charge on Aquila’s investment in Midlands Electricity in the United Kingdom; (iii) a $127.2 million impairment charge on Aquila’s investment in Multinet Gas and AlintaGas in Australia; (iv) a $29.8 million impairment charge related to Aquila’s investments in Everest Connections and various communications projects; (v) a $181.2 million write-down of Merchant Services’ goodwill; (vi) other impairment charges and losses on Aquila’s sale of assets of $91.9 million; and (vii) $210.2 million of restructuring charges from Aquila’s exit from the wholesale energy trading business and the restructuring of its utility business. Aquila also recorded a $130.5 million gain on the sale of its shares of UnitedNetworks in New Zealand.

Selected Unaudited Pro Forma Condensed Financial Information

The following selected unaudited pro forma condensed consolidated financial information for Aquila gives effect to the asset sale. The following selected unaudited pro forma condensed combined financial information for Great Plains Energy gives effect to the asset sale and the merger. The information presented below is based on the assumption that the merger and the asset sale occurred at the beginning of the period presented and reflect only adjustments directly related to the merger and the asset sale. The pro forma adjustments are based upon available information and assumptions that each company’s management believes are reasonable and in accordance with SEC requirements. The selected unaudited pro forma condensed financial information is presented for illustrative purposes only and should not be read for any other purpose. The companies may have performed differently had they always been combined in the manner contemplated by the merger and asset sale. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined in the manner contemplated by the merger and asset sale or the future results that the combined companies will experience after the merger and asset sale. The selected unaudited pro forma condensed combined financial information (i) has been derived from and should be read in conjunction with the “Aquila, Inc. Unaudited Pro Forma Condensed Consolidated Financial Information” and the related notes beginning on page 179, and the “Great Plains Energy Incorporated Unaudited Pro Forma Condensed Combined Financial Information” and the related notes beginning on page 185 in this joint proxy statement/prospectus and (ii) should be read in conjunction with the historical consolidated financial statements of Great Plains Energy and Aquila by reference in this joint proxy statement/prospectus.

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Aquila, Inc.

Selected Unaudited Pro Forma Condensed Consolidated Financial Data

 

Great Plains Energy Incorporated

Selected Unaudited Pro Forma Condensed Combined Financial Data

 

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Unaudited Comparative Per Share Data

The December 31, 2006 selected comparative per share information of Great Plains Energy and Aquila set forth below was derived from audited financial statements. The June 30, 2007 selected comparative per share information of Great Plains Energy and Aquila set forth below are derived from unaudited financial statements. You should read the information in this section along with Great Plains Energy’s and Aquila’s historical consolidated financial statements and accompanying notes for the period referred to above included in the documents described under “Where You Can Find More Information” beginning on page 219. You should also read the unaudited pro forma condensed combined financial information and accompanying discussion and notes included in this joint proxy statement/prospectus beginning on page 179.

 

 

(1)          Includes the historical and pro forma effects of the Aquila acquisition as reflected in Great Plains Energy’s Unaudited Pro Forma Condensed Combined Financial Information beginning on page 185 and Note 5 on page 196.

(2)          The unaudited Aquila per share equivalents based on the combination of Great Plains Energy and Aquila are calculated by multiplying the unaudited pro forma combined amounts by the Exchange Ratio of 0.0856 shares of Aquila common stock for each share of Great Plains Energy common stock.

(3)          Includes the historical and pro forma effects of the asset sale transaction as reflected in Aquila’s Unaudited Pro Forma Condensed Consolidated Financial Information beginning on page 179.

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Differences Between the Rights of Holders of Aquila Common Stock and Great Plains Energy Common Stock

The rights of stockholders of Great Plains Energy under Missouri law and Great Plains Energy’s organizational documents are different in some ways from the rights of stockholders of Aquila under Delaware law and Aquila’s organizational documents.  The most important differences include:

·       Great Plains Energy’s board of directors has 11 members, who are subject to annual reelection.  Aquila’s board of directors has 8 members, who are elected for overlapping 3-year terms.

·       Great Plains Energy’s directors can be removed by a majority vote of the Great Plains Energy stockholders, with or without cause.  Aquila’s directors can be removed by the Aquila stockholders only by the vote of 80% of Aquila’s outstanding shares, and only for cause.

·       Any of Great Plains Energy’s bylaws may be changed by its stockholders by a majority vote.  Aquila’s bylaws on subjects including the number, election and term of directors and certain provisions imposing requirements on business combinations with related parties may be changed by its stockholders only by a vote of 80% of the outstanding shares.

·       Elections of Great Plains Energy directors use cumulative voting, under which each stockholder is entitled to cast a number of votes equal to the product of the number of shares owned and the number of positions to be filled.  Each stockholder may cast all of these votes for a single candidate, or may divide them among several candidates.  Aquila does not use cumulative voting.

Additional information relating to the rights of Great Plains Energy and Aquila stockholders is located on page 199.

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RISK FACTORS

Risks Relating to the Transactions

In addition to the other information included and incorporated by reference in this joint proxy statement/prospectus, Aquila stockholders should carefully consider the matters described below to determine whether to approve or adopt the merger agreement and thereby approve the merger. Great Plains Energy stockholders should carefully consider the matters described below to determine whether to approve the issuance of additional shares of Great Plains Energy common stock in connection with the merger.

The merger is subject to several conditions, including the successful completion of the Asset Sale.

It is possible that the merger and the transactions contemplated by the asset sale agreements, which we refer to as the “Asset Sale”, may not be completed. The parties’ obligations to complete the merger and the Asset Sale, which we refer to as the “Transactions” are subject to the satisfaction or waiver of specified conditions, some of which are beyond the control of Great Plains Energy and Aquila.

In particular, the merger is conditioned upon the successful completion of the Asset Sale. Therefore, if the Asset Sale does not occur because of a failure of a condition in the Asset Sale Agreements, or because Black Hills or Aquila is unable to perform its obligations, the merger would not occur. For example, the Asset Sale requires certain regulatory approvals that are not otherwise required for the merger. If these approvals are not obtained, the merger will not be completed even if all of the other conditions to the merger are satisfied or waived.

The Transactions are subject to the receipt of consent or approval from governmental entities that could delay the completion of the Transactions or impose conditions that could have a material adverse effect on the combined company or that could cause termination of the merger agreement and Asset Sale Agreements.

Completion of the Transactions is conditioned upon the receipt of consents, orders, approvals or clearances, as required, from the FERC, the FTC/DOJ for the HSR clearance, and the public utility commissions or similar entities with jurisdiction in Missouri, Kansas, Iowa, Nebraska and Colorado. Although the parties expect to receive such consents, orders, approvals, and clearances in a timely and acceptable manner, a substantial delay in obtaining satisfactory approvals or the imposition of unfavorable terms or conditions in connection with such approvals could adversely affect the business, financial condition or results of operations of Great Plains Energy or Aquila or may cause the termination of the merger agreement and the Asset Sale Agreements.

Black Hills will need to obtain financing for the Asset Sale to be completed.

Under the terms of the merger agreement, the merger will only occur immediately following the closing of the Asset Sale. In the Asset Sale, Black Hills is required to pay Aquila an aggregate purchase price totaling $940 million, based upon $63 million of estimated working capital at the closing date and estimated capital expenditures of $62.1 million for 2007 and $64.4 million for 2008. The $940 million aggregate purchase price is subject to adjustment if, among other things, actual working capital or capital expenditures are greater or lesser than the estimated amounts. While the Asset Sale is not conditioned on Black Hills’ ability to obtain financing, the closing of the Asset Sale and the merger would not occur if Black Hills were unable to pay the purchase price.

Black Hills has entered into a Credit Agreement, dated May 7, 2007, with ABN Amro Bank N.V. as administrative agent and sole bookrunner, ABN Amro Bank N.V., BMO Capital Markets Financing, Inc., Credit Suisse Securities (USA) LLC and Union Bank of California, N.A. as co-arrangers, BMO Capital Markets Financing Inc., Credit Suisse Securities (USA) LLC and Union Bank of California, N.A. as syndication agents and ABN Amro Bank N.V., BMO Capital Market Financing, Inc., Credit Suisse, Cayman Islands Branch and Union Bank of California, N.A., as lenders under which Black Hills could

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borrow up to $1 billion, which could be used in part to fund the purchase price. However, the lenders’ commitment to fund the loan is subject to certain conditions, including the absence of accelerations of debt in excess of $50 million for Black Hills and several of its subsidiaries and the absence of any insolvency or bankruptcy proceedings for Black Hills and certain material subsidiaries. If these conditions are not satisfied, Black Hills may be unable to fund the purchase price, and the merger may not occur. According to its Annual Report for the year ended December 31, 2006, as of December 31, 2006, Black Hills held cash and cash equivalents totaling $36.9 million.

The merger is conditioned on the absence of a material adverse effect with respect to Aquila’s Missouri electric business which will be acquired by Great Plains Energy, and the Asset Sale and the financing therefor is conditioned on the absence of a material adverse effect with respect to the businesses to be acquired by Black Hills.

The merger agreement provides that, subject to certain qualifications, Great Plains Energy is not obligated to complete the merger if there is any event, effect, change or development which is materially adverse to the businesses which will be retained by Aquila, taken as a whole, after the Asset Sale. This essentially covers Aquila’s Missouri electric business and corporate level assets and liabilities being retained by Aquila immediately after the Asset Sale. Similarly, the Asset Sale Agreements provide that, subject to certain qualifications, Black Hills is not obligated to complete the Asset Sale if there is any event, effect, change or development which is materially adverse to the businesses which will be acquired by Black Hills, taken as a whole.

Accordingly, a negative development with respect to either set of businesses could lead to the termination of both Transactions, even if the adverse effect is not material to Aquila as a whole.

Great Plains Energy might suffer losses from the Aquila businesses which will be sold in the Asset Sale.

Great Plains Energy could be responsible for liabilities relating to the businesses to be acquired by Black Hills if Black Hills were unable to perform its financial obligations after the closing. The Asset Sale Agreements generally require Black Hills to reimburse Aquila for losses it suffers as a result of the businesses to be acquired by Black Hills after the closing. However, Aquila, which will be a subsidiary of Great Plains Energy after the closing of the merger, would remain liable to its creditors. Therefore, if Black Hills is unable to pay these creditors, even though it assumed such obligations and liabilities, Aquila would be responsible for the payment of such obligations and liabilities. As an example, Black Hills is generally required to reimburse Aquila for any pre- or post-closing claims that result from environmental violations by the businesses that Black Hills will acquire. If an environmental violation by one of these businesses is assessed against Aquila, Black Hills would be obligated to reimburse Aquila for any losses it suffered. However, if Black Hills were unable to pay, Aquila would nevertheless be required to settle such claim (if there were a valid claim), thereby indirectly causing Aquila’s parent company, Great Plains Energy, to bear such loss.

The value of the cash and shares of Great Plains Energy common stock that Aquila stockholders will receive upon the consummation of the merger may be less than the value of Aquila common stock as of the date of the merger agreement or on the dates of the special meetings.

The consideration to be paid for Aquila’s stock in the merger is fixed and will not be adjusted for any change in the stock prices of Great Plains Energy or Aquila prior to the merger. There may be a significant amount of time between the dates when the stockholders of each of Great Plains Energy and Aquila vote at the special meeting of each company and the date when the merger is completed. The relative prices of shares of Great Plains Energy common stock and Aquila common stock may vary significantly between the date of this joint proxy statement/prospectus, the dates of the special meetings and the date of the completion of the merger. These variations may be caused by, among other things, changes in the businesses, operations, results and prospects of the respective companies, market expectations of the likelihood that the merger will be completed and the timing of completion, the prospects of post-merger

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operations, the effect of any conditions or restrictions imposed on or proposed with respect to the combined companies by regulatory agencies and authorities, general market and economic conditions and other factors. In addition, it is impossible to predict accurately the market price of the Great Plains Energy common stock to be received by Aquila stockholders after the completion of the merger. Accordingly, the price of Aquila common stock on the dates of the special meetings may not be indicative of its price immediately prior to completion of the merger and the price of Great Plains Energy common stock after the merger is completed.

The separation of the Aquila assets being sold to Black Hills in the Asset Sale and integration of Great Plains Energy and Aquila following the merger will present significant challenges that may result in a decline in the anticipated potential benefits of the merger.

We will face significant challenges in separating the Aquila assets being sold to Black Hills and in consolidating functions and integrating the organizations, procedures and operations of Aquila and Great Plains Energy following the merger in a timely and efficient manner. The separation of the assets being sold to Black Hills and integration of Great Plains Energy and Aquila will be complex and time-consuming, due to the size and complexity of each organization and their many business units. We will have to dedicate substantial effort to effectively separate the assets being sold to Black Hills and integrate the remaining businesses of Aquila with Great Plains Energy. Such efforts could also divert management’s focus and resources from other strategic opportunities during the integration process. There can be no assurance that the separation will be completed efficiently or that the integration of Aquila and Great Plains Energy will be completed successfully or in a timely manner.

The anticipated benefits of combining the companies may not be realized.

We entered into the merger agreement with the expectation that the merger would result in various benefits, including, among other things, synergies, cost savings and operating efficiencies. Although we expect to achieve the anticipated benefits of the merger, achieving them cannot be assured.

Approximately $275 million, or roughly 43%, of our total estimated cost savings and synergies over the first five years following the merger are expected to come from reductions in Aquila’s corporate overhead and other costs currently allocated to the assets and businesses to be sold by Aquila to Black Hills. These costs are not being recovered through Aquila’s Missouri utility rates, and are not expected to be recovered through Aquila’s or KCP&L’s utility rates following the merger. These reductions are expected to result from the elimination of corporate support positions and duplicative third-party services, as well as other overhead cost reductions. Although we expect to eliminate these costs following the completion of the merger, if we are not able to eliminate these costs as anticipated, the results from operations of the combined company will be negatively impacted.

The companies have proposed to Missouri and Kansas regulators that the estimated utility operational synergies resulting from the merger, net of estimated incremental transition costs, be shared between retail electric customers and Great Plains Energy shareholders for five years, and have requested various other regulatory assurances. There is no assurance regarding the amount of benefit-savings, or other regulatory treatment, in rate cases occurring after the closing of the Transactions.

The Transactions are subject to the receipt of consent or approval from governmental entities that could delay the completion of the Transactions or impose conditions that could have a material adverse effect on the combined company or that could cause abandonment of the Transactions. Completion of the Transactions is conditioned upon the receipt of approvals from the FERC, and the public utility commissions or similar entities with jurisdiction in Missouri, Kansas, Iowa, Nebraska and Colorado.  Although we expect to receive these approvals in a timely and acceptable manner, we cannot guarantee this result. A substantial delay in obtaining satisfactory approvals or the imposition of unfavorable terms or conditions in connection with these approvals could have a material adverse effect on the business,

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financial condition or results of operations of Great Plains Energy, Aquila or the combined company or may cause the abandonment of the Transactions by Great Plains Energy, Aquila or Black Hills.

The Transactions will combine two companies that are currently affected by developments in the electric utility industry, including changes in regulation and increased competition. A failure to adapt to the changing regulatory environment after the Transactions could adversely affect the stability of our earnings and could result in the erosion of the combined company’s market positions, revenues and profits.

Because we and our subsidiaries are regulated in the U.S. at the federal level and in a number of states, the two companies have been and will continue to be affected by legislative and regulatory developments. After the Transactions, we and/or our subsidiaries will be subject in the U.S. to extensive federal regulation as well as to state regulation in Missouri and Kansas. Each of these jurisdictions has implemented, is in the process of implementing or possibly will implement changes to the regulatory and legislative framework applicable to the electric utility industry. These changes could have a material adverse effect on Great Plains Energy, Aquila or the combined company.

The costs and burdens associated with complying with these regulatory jurisdictions may have a material adverse effect on Great Plains Energy, Aquila or the combined company. Moreover, potential legislative changes, regulatory changes or otherwise may create greater risks to the stability of utility earnings generally. If Great Plains Energy, Aquila or the combined company is not responsive to these changes, it could suffer erosion in market position, revenues and profits as competitors gain access to the service territories of its utility subsidiaries.

We will incur significant transaction and merger related transition costs in connection with the merger.

We expect to incur costs associated with consummating the merger and integrating the operations of the two companies, including approximately $95 million in transaction costs. The transaction costs will be included as a component of the purchase price for purposes of purchase accounting, except to the extent Great Plains Energy receives regulatory authorization to amortize such costs. The amount of transaction and transition costs expected to be incurred by each of us are preliminary estimates and are subject to change. Great Plains Energy currently estimates transition costs associated with the merger to be approximately $45 million over a period of five years, with substantially all of such costs being incurred through the first year after completion of the merger. Great Plains Energy continues to assess the magnitude of these costs, and, therefore, these estimates may change substantially, and additional unanticipated costs may be incurred in the integration of the businesses of Great Plains Energy and Aquila. Although Great Plains Energy believes that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, will offset incremental transaction and merger related costs over time, we cannot assure you that this net benefit will be achieved in the near term, or at all.

We will be subject to business uncertainties and contractual restrictions while the merger is pending which could adversely affect our business.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Great Plains Energy and Aquila and, consequently, on the combined company. Although we intend to take steps to reduce any adverse effects, these uncertainties may impair Great Plains Energy’s and Aquila’s ability to attract, retain and motivate key personnel until the merger and for a period of time after, and could cause customers, suppliers and others that deal with us to seek to change existing business relationships with Great Plains Energy and Aquila. Employee retention may be challenging during the pendency of the merger, as employees may experience uncertainty about their future roles with the combined company. If, despite our retention efforts, key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company, the combined company’s business could be harmed. In addition, the merger agreement restricts Great Plains

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Energy and Aquila, without the other party’s consent, from making certain acquisitions and taking other specified actions until we complete the merger or the merger agreement terminates. These restrictions may prevent Great Plains Energy and Aquila from pursuing otherwise attractive business opportunities and making other changes to their businesses that may arise before we complete the merger or terminate the merger agreement.

Risks Relating to the Businesses of the Combined Company Following the Merger

After we complete the merger, the combined business of Great Plains Energy and Aquila will be subject to many risks and uncertainties. Risk factors of KCP&L and Aquila are also risk factors of Great Plains Energy.

We have regulatory risks.

We are subject to extensive federal and state regulation, as described below. Failure to obtain adequate rates or regulatory approvals, in a timely manner, adoption of new regulations by federal or state agencies, or changes to current regulations and interpretations of such regulations may materially affect our business and results of operations and financial position.

The outcome of KCP&L’s and Aquila’s pending and future retail rate proceedings could have a material impact on our businesses and are largely outside of our control.

The rates which KCP&L and Aquila are allowed to charge their customers are the single most important items influencing their results of operations, financial position and liquidity. These rates are subject to the determination, in large part, of governmental entities outside of their control, including the MPSC, KCC and FERC. Decisions made by these entities could have a material impact on our business including our results of operations and financial position.

In February 2007, KCP&L filed a request with the MPSC to increase the annual rates charged to its retail customers in Missouri by approximately $45 million. KCP&L also filed with the KCC in March 2007 a request to increase the rates it is permitted to charge its Kansas retail customers by approximately $47 million. The requested rate increases are subject to the approval of the MPSC and KCC, which are expected to rule on the requests in December 2007, with any rate changes taking effect on January 1, 2008. It is possible that the MPSC and/or KCC will authorize a lower rate increase than what KCP&L has requested, or no increase or a rate reduction. Additionally, the December 2006 order of the MPSC authorizing an increase in annual rates of approximately $51 million has been appealed in the Missouri courts. It is possible that the MPSC order could be vacated and the proceedings remanded to the MPSC. Management cannot predict or provide any assurances regarding the outcome of these proceedings.

As a part of the Missouri and Kansas stipulations approved by the MPSC and KCC in 2005, KCP&L began implementation of its comprehensive energy plan. Under the comprehensive energy plan, KCP&L agreed to undertake certain projects, including building and owning a portion of Iatan No. 2 (an estimated 850 MW coal-fired generating plant), installing a new wind-powered generating facility, installing environmental upgrades to certain existing plants, infrastructure improvements and demand management, distributed generation, and customer efficiency and affordability programs. In March 2007, KCP&L entered into a collaboration agreement with the Sierra Club and Concerned Citizens of Platte County that provides for increases in KCP&L wind generation capacity and energy efficiency initiatives and projects to offset certain carbon dioxide emissions. Most, but not all, of these commitments are conditioned on regulatory approval. A reduction or rejection by the MPSC or KCC of rate increase requests reflecting the costs of projects under the comprehensive energy plan or collaboration agreement may result in increased financing requirements for KCP&L. This could have a material impact on its results of operations and financial position.

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In July 2006, Aquila requested rate increases of $94.5 million and $24.4 million for its Missouri Public Service and St. Joseph Light & Power electric operations, respectively. Aquila also requested implementation of a fuel adjustment clause in these filings, which were based on an 11.5% return on equity and an adjusted equity ratio of 47.5%. The requested rate increases were subsequently lowered after Aquila failed to acquire the Aries power plant and, instead, replaced that capacity need with long-term purchase power contracts.

On April 4, 2007, Aquila, the MPSC staff and various intervenors entered into a stipulation and agreement that settled several issues related to the Missouri rate cases, including (i) establishing a $918.5 million rate base for Aquila’s Missouri Public Service operations and a $186.8 million rate base for Aquila’s St. Joseph Light & Power operations, and (ii) authorizing the inclusion in base rates of $156.4 million and $38.2 million of fuel and purchased power costs for the Missouri Public Service and St. Joseph Light & Power operations, respectively. The MPSC approved the stipulation and agreement on April 12, 2007. On May 17, 2007, the MPSC issued an order resolving the remaining issues. The MPSC order establishes a return on equity of 10.25% for the Missouri Public Service and St. Joseph Light & Power operations, and authorizes the use by Aquila of a fuel adjustment clause mechanism under which 95% of the variance in fuel costs from the amount provided in base rates will be passed along to Aquila’s Missouri customers as an increase or decrease to the customer bill. The MPSC order became final on May 27, 2007.

In response to competitive, economic, political, legislative and regulatory pressures, KCP&L and Aquila may be subject to rate moratoriums, rate refunds, limits on rate increases or rate reductions, including phase-in plans designed to spread the impact of rate increases over an extended period of time for the benefit of customers. Any or all of these could have a significant adverse effect on our results of operations and financial position.

The ability of Strategic Energy to compete in states offering retail choice may be materially affected by state regulations and host public utility rates.

Strategic Energy is a participant in the wholesale electricity and transmission markets, and is subject to FERC regulation with respect to wholesale electricity sales and transmission matters. Additionally, Strategic Energy is subject to regulation by state regulatory agencies in states where it has retail customers. Each state has a public utility commission and rules related to retail choice. Each state’s rules are distinct and may conflict. These rules do not restrict the amount Strategic Energy can charge for its services, but can have an impact on Strategic Energy’s ability to compete in any jurisdiction. Additionally, each state regulates the rates of the host public utility, and the timing and amount of changes in host public utility rates can materially affect Strategic Energy’s results of operations and financial position.

We have financial market and ratings risks.

We rely on access to both short-term money markets and long-term capital markets as significant sources of liquidity for capital requirements not satisfied by cash flows from operations. We also rely on the financial markets for credit support, such as letters of credit, to support Strategic Energy, KCP&L and Aquila operations. KCP&L’s and Aquila’s capital requirements are expected to increase substantially over the next several years as the companies implement generation and environmental projects. The amount of credit support required for Strategic Energy operations varies with a number of factors, including the amount and price of power purchased for its customers. Great Plains Energy management believes that it will maintain sufficient access to these financial markets at a reasonable cost based upon current credit ratings and market conditions. However, changes in financial or other market conditions or credit ratings could adversely affect Great Plains Energy’s ability to access financial markets at a reasonable cost, impact the rate treatment provided KCP&L and Aquila, or both, and therefore materially affect its results of operations and financial position.

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Great Plains Energy, KCP&L, Aquila and certain of their securities are rated by Moody’s Investors Service and Standard & Poor’s. These ratings impact the companies’ cost of funds and Great Plains Energy’s ability to provide credit support for its subsidiaries. Aquila’s credit ratings are currently below investment grade, and it currently is not, and after the closing of the merger, may not be, permitted to recover in its utility rates the increased borrowing costs resulting from the Aquila failure to have an investment grade credit rating.

While it is anticipated that Great Plains Energy, KCP&L and Aquila will be rated investment grade after the merger, Great Plains Energy and KCP&L credit ratings have been negatively affected by the announcement of the proposed acquisition, and may be further negatively affected. Credit rating downgrades and/or non-investment credit ratings could result in higher financing costs and potentially limit the companies’ access to the capital and credit markets, impact the rate treatment provided KCP&L and/or Aquila, or both.

We are subject to environmental laws and the incurrence of environmental liabilities.

We are subject to regulation by federal, state and local authorities with regard to air quality and other environmental matters primarily through KCP&L’s and Aquila’s operations. The generation, transmission and distribution of electricity produces and requires disposal of certain hazardous products, which are subject to these laws and regulations. In addition to imposing continuing compliance obligations, these laws and regulations authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. Failure to comply with these laws and regulations could have a material adverse effect on our results of operations and financial position.

The Clean Air Act requires companies to obtain permits and, if necessary, install control equipment to reduce emissions when making a major modification or a change in operation if either is expected to cause a significant net increase in emissions. The Sierra Club and Concerned Citizens of Platte County have claimed that modifications were made to Iatan Unit No. 1 in violation of Clean Air Act regulations. Although KCP&L has entered into a collaboration agreement with those parties that provides, among other things, for the release of such claims, the agreement does not bind any other entity. KCP&L is aware of subpoenas issued by a Federal grand jury to certain third parties seeking documents relating to capital projects at Iatan Unit No. 1. KCP&L has not received a subpoena, and has not been informed of the scope of the grand jury inquiry. KCP&L believes that it is in compliance with all relevant laws and regulations; however, the ultimate outcome of these grand jury activities cannot presently be determined, nor can the costs and other liabilities that could potentially result from a negative outcome presently be reasonably estimated. There is no assurance these costs, if any, could be recovered in rates.

New environmental laws and regulations, including but not limited to regulation of carbon dioxide and other greenhouse gases, affecting KCP&L’s or Aquila’s operations may be adopted, and new interpretations of existing laws and regulations could be adopted or become applicable to KCP&L, Aquila or their facilities, which may substantially increase its environmental expenditures in the future. New facilities, or modifications of existing facilities, may require new environmental permits or amendments to existing permits. Delays in the environmental permitting process, denials of permit applications, and conditions imposed in permits may materially affect the cost and timing of the generation and environmental retrofit projects, among other projects, and thus materially affect our results of operations and financial position. In addition, KCP&L and Aquila may not be able to recover all of their costs for environmental expenditures through rates in the future. Under current law, KCP&L and Aquila are also generally responsible for any on-site liabilities associated with the environmental condition of its facilities that they have previously owned or operated, regardless of whether the liabilities arose before, during or after the time they owned or operated the facilities. The incurrence of material environmental costs or liabilities, without related rate recovery, could have a material adverse effect on our results of operations and financial position.

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Our ability to pay dividends and meet financial obligations depends on our subsidiaries.

Great Plains Energy is a holding company with no significant operations of its own. The primary source of funds for payment of dividends to its shareholders and its financial obligations will be dividends paid to it by its subsidiaries, particularly KCP&L and Aquila. The ability of Great Plains Energy’s subsidiaries to pay dividends or make other distributions, and accordingly Great Plains Energy’s ability to pay dividends on its common stock and meet its financial obligations, will depend on the actual and projected earnings and cash flow, capital requirements and general financial position of its subsidiaries, as well as on regulatory factors, financial covenants, general business conditions and other matters.

We are affected by demand, seasonality and weather.

Our results of operations can be materially affected by changes in weather and customer demand. We estimate customer demand based on historical trends, to procure fuel and purchased power. Differences in customer usage from these estimates due to weather or other factors could materially affect our results of operations.

Weather conditions directly influence the demand for electricity and natural gas and affect the price of energy commodities. KCP&L and Aquila are significantly impacted by seasonality, with approximately one-third of their retail electric revenues recorded in the third quarter. Strategic Energy is impacted by seasonality, but to a lesser extent. In addition, severe weather, including but not limited to tornados, snow, rain and ice storms can be destructive causing outages and property damage that can potentially result in additional expenses and lower revenues. KCP&L’s and Aquila’s stations use water from the Missouri River for cooling purposes. Low water and flow levels, which have been experienced in recent years, can increase our maintenance costs at these stations and, if these levels were to get low enough, could cause us to modify plant operations.

We have commodity price risks.

KCP&L, Aquila and Strategic Energy engage in the wholesale and retail marketing of electricity and are exposed to risks associated with the price of electricity. Strategic Energy routinely enters into contracts to purchase and sell electricity in the normal course of business. KCP&L and Aquila generate, purchase and sell electricity in the retail and wholesale markets.

Fossil fuel and transportation prices impact our costs.

KCP&L’s electric tariffs in Missouri and Kansas do not contain automatic fuel adjustment clauses. This exposes us to risk from changes in the market prices of coal, natural gas and purchased power. Changes in KCP&L’s fuel mix due to electricity demand, plant availability, transportation issues, fuel prices and other factors could also adversely affect our fuel and purchased power costs. KCP&L filed a rate case with the KCC in March 2007 to implement a mechanism to fully recover its fuel and purchased power costs allocated to its Kansas operations. However, even if the mechanism is approved, it will not be effective until January 2008. KCP&L does not have, and has not requested, an energy cost adjustment mechanism in Missouri.

We do not hedge our entire exposure from fossil fuel and transportation price volatility. Consequently, our results of operations and financial position may be materially impacted by changes in these prices until increased costs are recovered in rates.

Wholesale electricity prices affect costs and revenues, creating earnings volatility.

Our ability to maintain or increase our level of wholesale sales depends on the wholesale market price, transmission availability and the availability of our generation for wholesale sales, among other factors. A substantial portion of our wholesale sales are made in the spot market, and thus we have immediate exposure to wholesale price changes. Declines in wholesale market price or availability of generation or transmission constraints in the wholesale markets could reduce our wholesale sales and adversely affect our results of operations and financial position. If the aggregate margin on KCP&L wholesale sales

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exceeds a certain level, KCP&L is required to treat the Missouri jurisdictional portion of this excess as a regulatory liability.

We are also exposed to price risk because at times we purchase power to meet customers’ needs. The cost of these purchases may be affected by the timing of customer demand and/or unavailability of our lower-priced generating units. Wholesale power prices can be volatile and generally increase in times of high regional demand and high natural gas prices. While we have filed a request to implement a mechanism in Kansas for KCP&L to automatically recover the cost of power purchases, this mechanism is not currently effective. KCP&L does not have, and has not requested, an energy cost adjustment mechanism in Missouri.

Strategic Energy operates in competitive retail electricity markets, competing against the host utilities and other retail suppliers. Wholesale electricity costs, which account for a significant portion of its operating expenses, can materially affect Strategic Energy’s ability to attract and retain retail electricity customers. There is also a regulatory lag that slows the adjustment of host public utility rates in response to changes in wholesale prices. This lag can negatively affect Strategic Energy’s ability to compete in a rising wholesale price environment. Strategic Energy manages wholesale electricity risk by establishing risk limits and entering into contracts to offset some of its positions to balance energy supply and demand; however, Strategic Energy does not hedge its entire exposure to electricity price volatility. Consequently, its results of operations and financial position may be materially impacted by changes in the wholesale price of electricity.

KCP&L and Aquila have operations risks.

The operation of our electric generation, transmission and distribution systems involves many risks, including breakdown or failure of equipment or processes; operating limitations that may be imposed by equipment conditions, environmental or other regulatory requirements; fuel supply or fuel transportation reductions or interruptions; transmission scheduling; and catastrophic events such as fires, explosions, severe weather or other similar occurrences. These and other operating events may reduce our revenues or increase our costs, or both, and may materially affect our results of operations and financial position.

KCP&L and Aquila have construction-related risks.

KCP&L’s comprehensive energy plan includes the construction of Iatan No. 2 and environmental retrofits at two existing coal-fired units. KCP&L has not recently managed a construction program of this magnitude. There are risks that actual costs may exceed budget estimates, delays may occur in obtaining permits and materials, suppliers and contractors may not perform as required under their contracts, the scope and timing of projects may change, and other events beyond our control may occur that may materially affect the schedule, budget and performance of these projects.

The merger will increase Great Plains Energy’s ownership of Iatan Nos. 1 and 2, and thus our exposure to the risks associated with those units. Aquila owns 18% of both Iatan generating units. Great Plains Energy’s post-acquisition ownership percentages of the Iatan generating units would be 88% of Iatan No. 1 and about 73% of Iatan No. 2.

The construction projects contemplated in KCP&L’s comprehensive energy plan rely upon the supply of a significant percentage of materials from overseas sources. This global procurement subjects the delivery of procured material to issues beyond what would be expected if such material were supplied from sources within the U.S. These risks include, but are not limited to, delays in clearing customs, ocean transportation and potential civil unrest in sourcing countries, among others. Additionally, as with any major construction program, inadequate availability of qualified craft labor may have an adverse impact on both the estimated cost and completion date of the projects.

KCP&L’s estimated capital expenditures for its comprehensive energy plan, have increased. The primary driver of the increased cost estimate is the environmental retrofit of two existing coal-fired plants. The demand for environmental projects has increased substantially with many utilities in the U.S. starting similar projects to address changing environmental regulations. This demand has constrained labor and

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material resources resulting in a significant escalation in the estimated cost and completion times for environmental retrofits, as well as for the other comprehensive energy plan projects. The second phase of environmental upgrades at LaCygne No. 1 is currently in the planning stage, and the market conditions noted above could impact the scope and timing.

These and other risks may increase the estimated costs of these construction projects, delay the in-service dates of these projects, or require us to purchase additional electricity to supply its retail customers until the projects are completed, and may materially affect our results of operations and financial position.

Failure of one or more generation plant co-owners to pay their share of construction, operations and maintenance costs could increase our costs and capital requirements.

After the merger, we will own 47% of Wolf Creek, 50% of LaCygne Station, 88% of Iatan No. 1, about 73% of Iatan No. 2 and 8% of Jeffrey Energy Center. The remaining portions of these facilities are owned by other utilities that are contractually obligated to pay their proportionate share of capital and other costs and, in the case of Iatan No. 2, construction costs.

While the ownership agreements provide that a defaulting co-owner’s share of the electricity generated can be sold by the non-defaulting co-owners, there is no assurance that the revenues received will recover the increased costs borne by the non-defaulting co-owners. Further, the Iatan No. 2 agreements provide during the construction period for re-allocations of part or all of a defaulting co-owner’s share of the facility to the non-defaulting owners, which would increase the capital, operations and maintenance costs of the non-defaulting owners. While our management considers these matters to be unlikely, their occurrence could materially increase our costs and capital requirements.

We have retirement-related risks.

Through 2010, approximately 20% of Great Plains Energy employees and approximately 12% of Aquila’s employees (excluding those expected to become employees of Black Hills as a result of the Asset Sale) will be eligible to retire with full pension benefits. Failure to hire and adequately train replacement employees, including the transfer of significant internal historical knowledge and expertise to the new employees, may adversely affect our ability to manage and operate our businesses.

Substantially all of our employees participate in defined benefit and post-retirement plans. If our employees retire when they become eligible for retirement through 2010, or if our plans experience adverse market returns on its investments, or if interest rates materially fall, our contributions to the plans could rise substantially over historical levels. In addition, assumptions related to future costs, returns on investments, interest rates and other actuarial assumptions, including projected retirements, have a significant impact on our results of operations and financial position.

The Pension Protection Act of 2006 alters the manner in which pension plan assets and liabilities are valued for purposes of calculating required pension contributions and changes the timing of required contributions to underfunded plans. The funding rules, which become effective in 2008, could significantly affect our funding requirements. In addition, the Financial Accounting Standards Board (FASB) has a project to reconsider the accounting for pensions and other post-retirement benefits. This project may result in accelerated expense. However, under current rate decisions, KCP&L defers as a regulatory asset or liability the difference between pension expense calculated under Statement of Financial Accounting Standards No. 87 and the amounts included in rates.

Great Plains Energy has nuclear exposure.

KCP&L owns 47% (548 MW) of Wolf Creek. The Nuclear Regulatory Commission (NRC) has broad authority under federal law to impose licensing and safety-related requirements for the operation of nuclear generation facilities, including Wolf Creek. In the event of non-compliance, the NRC has the authority to impose fines, shut down the facilities, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. Any revised safety requirements promulgated by the NRC could result in substantial capital expenditures at Wolf Creek.

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Wolf Creek has the lowest fuel cost per MWh of any of our generating units. Although not expected, an extended outage of Wolf Creek, whether resulting from NRC action, an incident at the plant or otherwise, could have a substantial adverse effect on our results of operations and financial position in the event we incur higher replacement power and other costs that are not recovered through rates. If a long-term outage occurred, the state regulatory commissions could reduce rates by excluding the Wolf Creek investment from rate base.

Ownership and operation of a nuclear generating unit exposes us to risks regarding decommissioning costs at the end of the unit’s life. We contribute annually to a tax-qualified trust fund to be used to decommission Wolf Creek. The funding level assumes a projected level of return on trust assets. If the actual return on trust assets is below the anticipated level, we could be responsible for the balance of funds required; however, should this happen, we believe a rate increase would be allowed ensuring full recovery of decommissioning costs over the remaining life of the unit.

We are also exposed to other risks associated with the ownership and operation of a nuclear generating unit, including, but not limited to, potential liability associated with the potential harmful effects on the environment and human health resulting from the operation of a nuclear generating unit and the storage, handling and disposal of radioactive materials, and to potential retrospective assessments and losses in excess of insurance coverage.

Our participation in regional transmission organizations (RTOs) could increase costs, reduce revenues, and reduce KCP&L’s and Aquila’s control over their transmission assets.

Functional control of the KCP&L transmission systems was transferred to the Southwest Power Pool, Inc. (SPP) during the third quarter of 2006. We may be required to incur expenses or expand our transmission systems, which we would seek recovery for through rate increases, according to decisions made by the SPP rather than according to our internal planning process.

The SPP Energy Imbalance Service (EIS) Market, which began operation on February 1, 2007, is designed to improve transparency of power pricing and efficiency in generation dispatch. This is a new and complex market, which may result in significant price volatility and suboptimal dispatching of power plants. In addition, the sale of power in this market-based environment may result in unanticipated transmission congestion and other settlement charges.

Until we achieve a greater degree of operational experience participating in the SPP, including the SPP EIS Market, there is uncertainty as to the impact of our participation. In addition, there is uncertainty regarding the impact of ongoing RTO developments at FERC on us.

Aquila’s application to join the Midwest Independent System Operator (MISO) RTO has been granted, pending Aquila’s receipt of the necessary approvals from the MPSC. Great Plains Energy is currently evaluating whether to continue with MISO membership for Aquila, attempt to switch to SPP membership for Aquila, or pursue other alternatives. Whatever alternative ultimately is selected, Aquila will face risks and uncertainties regarding its participation in an RTO similar to those that KCP&L faces with respect to the SPP.

Strategic Energy operates in competitive retail electricity markets.

Strategic Energy has several competitors that operate in most or all of the same states in which it serves customers. It also faces competition in certain markets from regional suppliers and deregulated utility affiliates formed by holding companies affiliated with regulated utilities to provide retail load in their home market territories. Strategic Energy’s competitors vary in size from small companies to large corporations, some of which have significantly greater financial, marketing and procurement resources than Strategic Energy. Additionally, Strategic Energy must compete with the host utility in order to convince customers to switch from the host utility to Strategic Energy as their electric service provider. Strategic Energy’s results of operations and financial position are impacted by the success Strategic Energy has in attracting and retaining customers in these markets.

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Strategic Energy has credit risk.

Strategic Energy has credit risk exposure in the form of the loss that it could incur if a counterparty failed to perform under its contractual obligations. Strategic Energy enters into forward contracts with multiple suppliers. In the event of supplier non-delivery or default, Strategic Energy’s results of operations may be affected to the extent the cost of replacement power exceeded the combination of the contracted price with the supplier and the amount of collateral held by Strategic Energy to mitigate its credit risk with the supplier. Strategic Energy’s results of operations may also be affected, in a given period, if it were required to make a payment upon termination of a supplier contract to the extent the contracted price with the supplier exceeded the market value of the contract at the time of termination. Additionally, Strategic Energy’s results of operations may be affected by increased bad debt expense if retail customers failed to satisfy their contractual obligations to pay Strategic Energy for electricity.

The outcome of legal proceedings cannot be predicted. An adverse finding could have a material adverse effect on our financial condition.

We are a party to various material litigation and regulatory matters arising out of our business operations. The ultimate outcome of these matters cannot presently be determined, nor can the liability that could potentially result from a negative outcome in each case presently be reasonably estimated. The liability we may ultimately incur with respect to any of these cases in the event of a negative outcome may be in excess of amounts currently reserved and insured against with respect to such matters and, as a result, these matters may have a material adverse effect on our consolidated financial position.

Cass County is seeking to require Aquila to remove the South Harper power peaking facility. Effective May 31, 2006, the MPSC issued an order specifically authorizing Aquila’s construction and operation of the power plant and substation. On June 2, 2006, the Circuit Court of Cass County further stayed its injunction, and authorized Aquila to operate the plant and substation while Cass County appealed the MPSC order.

In June 2006, Cass County filed an appeal with the Circuit Court, challenging the lawfulness and reasonableness of the MPSC order. On October 20, 2006, the Circuit Court ruled that the MPSC order was unlawful and unreasonable. The MPSC and Aquila have appealed the court’s decision, and the Missouri Court of Appeals for the Western District of Missouri heard oral arguments in May 2007. If Aquila exhausts all of its legal options and is ordered to remove the plant and substation, Aquila estimates the cost to dismantle the plant and substation to be up to $20 million based on an engineering study. Significant additional costs would be incurred to store the equipment, secure replacement power and/or build the plant and substation on other sites. Aquila cannot estimate with certainty the total amount of these incremental costs that could be incurred, or the potential impairment of the carrying value of our investment in the plant Aquila could suffer to the extent the cost exceeds the amount allowed for recovery in rates.

Aquila has several matters pending before the Internal Revenue Service, the negative outcome of which could materially impact our financial condition.

All of Aquila’s federal income tax returns are examined by the IRS. In addition, certain Canadian income tax returns are being examined by Revenue Canada. Currently, Aquila’s federal income tax returns for the years 1998-2004 are under audit. As of December 31, 2006, Aquila had approximately $377.3 million of cumulative tax provisions recorded on its financial statements for tax deduction or income positions that Aquila believes are proper but for which it is reasonably likely that these deductions or income positions will be challenged upon audit by the IRS. This estimated amount was reduced by Aquila by $175.4 million with the adoption of FIN 48, “Accounting for Uncertainty in Income Taxes” effective January 1, 2007. The timing of the resolution of these issues is uncertain. If Aquila’s positions are not sustained, it may be required to utilize its capital loss and net operating loss (NOL) or alternative minimum tax credit carry forwards and/or make cash payments plus interest, and the ability of Great Plains Energy to utilize Aquila’s NOL may also be adversely affected.

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SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This joint proxy statement/prospectus and the documents that are incorporated into this joint proxy statement/prospectus by reference may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast” and other similar words. These include, but are not limited to, information presented under “Projected Financial Information” and statements relating to the synergies that we expect to achieve in the transaction discussed herein. Those statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside the control of Great Plains Energy and Aquila and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In addition to the risk factors described under “Risks Relating to the Transactions,” those factors include:

·       obtaining stockholder approvals required for the merger and the issuance of Great Plains Energy common stock;

·       the timing of, and the conditions imposed by, regulatory approvals required for the Transactions;

·       satisfying the conditions to the closing of the Transactions;

·       Great Plains Energy successfully integrating the acquired Aquila businesses into its operations, avoiding problems which may result in the company not operating as effectively and efficiently as expected;

·       the timing and amount of cost-cutting synergies;

·       unexpected costs or unexpected liabilities, or the effects of purchase accounting may be different from the companies’ expectations;

·       the actual resulting credit ratings of the companies or their respective subsidiaries; the effects on the businesses of the companies resulting from uncertainty surrounding the Transactions;

·       the effect of future regulatory or legislative actions on the companies;

·       variations between the stated assumptions on which forward-looking statements are based and our actual experience; and

·       other economic, business, and/or competitive factors.

The areas of risk and uncertainty described above should be considered in connection with any written or oral forward looking statements that may be made after the date of this joint proxy statement/prospectus by Great Plains Energy or Aquila or anyone acting for any or all of them. Except for their ongoing obligations to disclose material information under the U.S. federal securities laws, neither Great Plains Energy or Aquila undertakes any obligation to release publicly any revisions to any forward looking statements, to report events or circumstances after the date of this joint proxy statement/prospectus or to report the occurrence of unanticipated events.

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THE GREAT PLAINS ENERGY SPECIAL MEETING

General

Great Plains Energy’s board of directors is using this joint proxy statement/prospectus to solicit proxies from the holders of shares of Great Plains Energy common stock for use at the Great Plains Energy special meeting that has been called to consider and approve the issuance of shares of Great Plains Energy common stock pursuant to the merger agreement. Great Plains Energy is first mailing this joint proxy statement/prospectus and accompanying proxy card to its stockholders on or about [   •   ], 2007.

Date, Time and Place of the Great Plains Energy Special Meeting

Great Plains Energy will hold its special meeting of stockholders on [   •   ], 2007, at [   •   ] local time in [   •   ] located at [   •   ] in [   •   ].

Purpose of the Great Plains Energy Special Meeting

The purpose of the special meeting is to vote on the approval of the issuance of the shares of Great Plains Energy common stock pursuant to the merger agreement. The purpose of the special meeting also is to vote on any other matters that may properly be submitted to a vote at the special meeting. Great Plains Energy stockholders also may be asked to vote on a proposal to adjourn or postpone the special meeting.

Record Date and Voting Rights

In accordance with Missouri law, Great Plains Energy’s articles of incorporation and by-laws and NYSE rules, we fixed [   •   ] as the record date for determining the Great Plains Energy stockholders entitled to notice of and to vote at the special meeting. Accordingly, Great Plains Energy stockholders are only entitled to notice of, and to vote at, the special meeting if the stockholder was a record holder of shares of Great Plains Energy common stock at the close of business on the record date. At that time, there were [   •   ] shares of Great Plains Energy common stock held by approximately [   •   ] holders of record.

A MAJORITY OF THE VOTES CAST BY HOLDERS OF SHARES OF GREAT PLAINS ENERGY COMMON STOCK ENTITLED TO VOTE AT THE SPECIAL MEETING MUST VOTE FOR APPROVAL OF THE ISSUANCE OF ADDITIONAL SHARES. EACH HOLDER OF A SHARE OF GREAT PLAINS ENERGY COMMON STOCK IS ENTITLED TO ONE VOTE PER SHARE. ACCORDINGLY, GREAT PLAINS ENERGY’S BOARD OF DIRECTORS URGES YOU TO COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID ENVELOPE.

As of the record date Great Plains Energy’s directors and executive officers beneficially owned approximately [   •   ] shares of Great Plains Energy common stock, entitling them to exercise approximately [   •   ]% of the voting power of the Great Plains Energy common stock entitled to vote at the special meeting. We currently expect that each of our directors and executive officers will vote the shares of Great Plains Energy common stock he or she beneficially owns “FOR” approval of the issuance of shares pursuant to the merger agreement.

You can find additional information about beneficial ownership of Great Plains Energy common stock by persons and entities owning more than 5% of the stock, and more detailed information about beneficial ownership of Great Plains Energy common stock by our directors and executive officers, in the section entitled “Security Ownership of Certain Beneficial Owners and Management of Great Plains Energy” in this Joint Proxy Statement/Prospectus.

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Quorum

In order to conduct the special meeting, holders of a majority of the outstanding shares of common stock must be present in person or represented by proxy so that there is a quorum. It is important that you vote promptly so that your shares are counted toward the quorum. To have a quorum, we require the presence, whether in person or through return of a proxy card, of holders of Great Plains Energy common stock representing a majority of the shares outstanding and entitled to vote on the record date. You are entitled to one vote for each outstanding share of Great Plains Energy common stock you held as of the close of business on the record date.

Holders of shares of Great Plains Energy common stock present in person at the special meeting but not voting, and shares of Great Plains Energy common stock for which we have received proxies indicating that their holders have abstained, will be counted as present at the special meeting for purposes of determining whether we have a quorum for transacting business. Under NYSE rules, your broker or bank does not have discretionary authority to vote your shares of Great Plains Energy common stock on the proposal to approve the merger agreement. Shares held in street name that have been designated by brokers on proxy cards as not voted will not be counted as votes cast for or against any proposal. These broker non-votes will, however, be counted for purposes of determining whether a quorum exists.

Vote Required

Under the rules of the NYSE, the issuance of Great Plains common stock to Aquila stockholders, which is necessary to effectuate the merger, requires approval by a majority of votes cast on the proposal, provided that the total vote cast represents over 50% in interest of all securities entitled to vote thereon.

Abstentions and broker non-votes are counted for the purpose of determining whether a quorum is present. Abstentions will have no impact on the outcome of the voting. Broker non-votes will have no effect on the outcome of the voting because the rules of the NYSE prohibit a broker from voting on significant corporate events unless they have received voting instructions from the beneficial holder.

Voting of Proxies

If you own shares of Great Plains Energy common stock in your own name, you are an “owner of record.” This means that you may use the enclosed proxy card(s) to tell the persons named as proxies how to vote (or abstain from voting) your shares of Great Plains Energy common stock. If you fail to vote, the proxies cannot vote your shares of Great Plains Energy common stock at the Great Plains Energy special meeting. You have four voting options:

Internet.   You can vote over the Internet by accessing the website at www.proxyvote.com and following the instructions on the website. Internet voting is available 24 hours a day. If you vote over the Internet, do not return your proxy card(s) or voting instruction card(s).

Telephone.   You can vote by telephone by calling the toll-free number (800) 690-6903 in the U.S., Canada or Puerto Rico on a touch-tone phone. You will then be prompted to enter the control number printed on your proxy card and to follow the subsequent instructions. Telephone voting is available 24 hours a day. If you vote by telephone, do not return your proxy card(s) or voting instruction card(s).

Mail.   You can vote by mail by simply completing, signing, dating and mailing your proxy card(s) or voting instruction card(s) in the postage-paid envelope included with this joint proxy statement/prospectus.

In Person.   You may come to the Great Plains Energy special meeting and cast your vote there. Great Plains Energy’s board of directors recommends that you vote by proxy even if you plan to attend the Great Plains Energy special meeting. If your shares of Great Plains Energy common stock are held in a stock brokerage account or through a bank, broker or other nominee, or, in other words, in street name, you

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must bring a letter from your bank, broker or nominee identifying you as the beneficial owner of the shares and authorizing you to vote such shares at the Great Plains Energy special meeting.

Only shares affirmatively voted for the approval of the issuance of additional common shares or properly executed proxies that do not contain voting instructions will be counted as favorable votes for the proposals. Accordingly, an abstention or failure to vote will have no effect on the vote to issue additional common shares. Also, under NYSE rules, brokers and banks who hold Great Plains Energy common stock in street name for customers who are the beneficial owners of those shares may not give a proxy to vote those shares without specific instructions from those customers.

A number of banks and brokerage firms participate in a program that also permits stockholders whose shares are held in street name to direct their vote over the Internet or by telephone. This option, if available, will be reflected in the voting instructions from the bank or brokerage firm that accompany this joint proxy statement/prospectus. If your shares are held in an account at a bank or other brokerage firm that participates in such a program, you may direct the vote of these shares by the Internet or telephone by following the voting instructions enclosed with the proxy form from the bank or brokerage firm.

The Internet and telephone proxy procedures are designed to authenticate stockholders identities, to allow stockholders to give their proxy voting instructions and to confirm that these instructions have been properly recorded. Votes directed by the Internet or telephone through such a program must be received by 11:59 p.m., eastern daylight saving time, on [   •   ], 2007. Directing the voting of your Great Plains Energy shares will not affect your right to vote in person if you decide to attend the Great Plains Energy special meeting.

The named proxies will vote all shares at the meeting that have been properly voted (whether by Internet, telephone or mail) and not revoked. If you sign and return your proxy card(s) but do not mark your card(s) to tell the proxies how to vote your shares on the proposal, your proxy will be voted FOR the proposal.

Voting by Great Plains Energy’s Directors and Executive Officers

As of the record date, Great Plains Energy’s directors and executive officers had the right to vote less than 1% of the Great Plains Energy common stock outstanding and entitled to vote at the special meeting. Each Great Plains Energy director and executive officer has indicated his or her present intention to vote, or cause to be voted, the Great Plains Energy common stock owned by him or her for the approval of the issuance of additional common shares.

Recommendation of Great Plains Energy’s Board of Directors

Great Plains Energy’s board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Great Plains Energy common stock in connection with the merger. The Great Plains Energy Board believes that the merger agreement and the transactions it contemplates are fair to, and are in the best interests of, Great Plains Energy and Great Plains Energy stockholders and recommends that Great Plains Energy stockholders vote “FOR” approval of the issuance of additional common shares.

See “The Transactions—Great Plains Energy’s Reasons for the Merger and Recommendation of Great Plains Energy’s Board of Directors” for a more detailed discussion of the Great Plains Energy board’s recommendation.

Great Plains Energy 401(k) Plan Participants

If you are a participant in the Great Plains Energy Incorporated Cash or Deferred Arrangement and have funds in the plan invested in Great Plains Energy common stock, you have the right to provide voting

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directions to the plan trustee on any issue properly presented at the special meeting, by submitting a proxy card for those shares of Great Plains Energy common stock that are held by the plan and allocated to your plan account. Plan participant voting directions will be treated confidentially. The proxy card for shares held in the plan will be provided by the plan trustee. If you elect not to provide voting directions to the plan trustee, Great Plains Energy common stock allocated to your plan account will not be voted by the plan trustee, unless it determines that it is required to vote the shares in order to comply with its fiduciary responsibilities to plan participants. Because the plan trustee must process voting instructions from participants before the date of the Great Plains Energy special meeting, you are urged to deliver your instructions well in advance of the Great Plains Energy special meeting so that the instructions are received no later than [   •   ], 2007.

Revoking Your Proxy

You may revoke your proxy at any time after you give it, and before it is voted, in one of the following ways:

·       by notifying Great Plains Energy’s Corporate Secretary that you are revoking your proxy by written notice that bears a date later than the date of the proxy and that is received prior to the Great Plains Energy special meeting and states that you revoke your proxy;

·       by signing another proxy card(s) or voting instruction card(s) bearing a later date and mailing it so that it is received prior to the special meeting;

·       by voting again using the telephone or Internet voting procedures; or

·       by attending the Great Plains Energy special meeting and voting in person, although attendance at the Great Plains Energy special meeting alone will not, by itself, revoke a proxy.

If you choose either of the first two methods, you must submit your notice of revocation or your new proxy no later than the beginning of the Great Plains Energy special meeting. If your shares are held in street name by a broker, bank or other nominee you will need to contact your broker to revoke your proxy.

Other Voting Matters

Electronic Access to Proxy Material

This joint proxy statement/prospectus and Great Plains Energy’s 2006 Form 10-K for the fiscal year ended December 31, 2006 are available on the Great Plains Energy website, www.greatplainsenergy.com.

People with Disabilities

Great Plains Energy can provide you with reasonable assistance to help you participate in the Great Plains Energy special meeting if you inform Great Plains Energy of your disability. Please contact Investor Relations by telephone at (800) 245-5275; by electronic correspondence addressed to ir@kcpl.com; or by mail at Great Plains Energy Incorporated, 1201 Walnut, Kansas City, MO 64106, Attention: Investor Relations, at least two weeks before the Great Plains Energy special meeting.

Proxy Solicitations

Great Plains Energy is soliciting proxies for the Great Plains Energy special meeting from Great Plains Energy stockholders. Great Plains Energy will bear the entire cost of soliciting proxies from Great Plains Energy stockholders, except that Great Plains Energy and Aquila will share equally the expenses incurred in connection with the printing and mailing of this joint proxy statement/prospectus. In addition to this mailing, Great Plains Energy’s directors, officers and employees (who will not receive any additional compensation for their services) may solicit proxies personally, electronically or by telephone.

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Great Plains Energy has engaged the services of Innisfree M&A Incorporated for a fee of approximately $50,000, plus reimbursement of expenses, to assist in the solicitation of proxies.

Great Plains Energy and its proxy solicitors will request that banks, brokerage houses and other custodians, nominees and fiduciaries send proxy materials to the beneficial owners of Great Plains Energy common stock and will, if requested, reimburse the record holders for their reasonable out-of-pocket expenses in doing so. The extent to which these proxy soliciting efforts will be necessary depends upon how promptly proxies are submitted.

Other Business; Adjournment

Great Plains Energy’s board of directors is not aware of any other business to be acted upon at the special meeting.

The persons named as proxies by a Great Plains Energy stockholder may propose and vote for one or more adjournments of the Great Plains Energy special meeting, including adjournments to permit further solicitations of proxies. No proxy voted against the proposal to approve the authority of the proxy holders to vote in favor of a motion to adjourn the Great Plains Energy special meeting will be voted in favor of any adjournment of the Great Plains Energy special meeting.

Great Plains Energy is submitting a proposal for consideration at the special meeting to authorize the persons named as proxies by a Great Plains Energy stockholder to approve one or more adjournments of the special meeting to solicit additional proxies in the event that there are not sufficient votes in favor of the proposal to approve the issuance of shares of Great Plains Energy in connection with the acquisition of Aquila. Even though a quorum may be present at the special meeting, it is possible that Great Plains Energy may not have received sufficient votes to approve the proposal. In that event, Great Plains Energy would need to adjourn the special meeting in order to solicit additional proxies. The adjournment proposal relates only to an adjournment of the special meeting for purposes of soliciting additional proxies to obtain the requisite shareholder approval of the proposal to approve the issuance of shares. Any other adjournment of the special meeting (e.g., an adjournment required because of the absence of a quorum) would be voted upon pursuant to the discretionary authority granted by the proxies. Approval of any such adjournment requires the affirmative vote of the holders of a majority in voting power of the outstanding common stock present in person at the special meeting or represented by proxy at the special meeting and entitled to vote thereon. The special meeting may be successively adjourned to a specified date not longer than ninety days after such adjournment. Notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment of the special meeting is for more than ninety days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the date and place of the adjourned meeting shall be given to each shareholder of record entitled to vote at the special meeting. The Great Plains Energy board of directors retains full authority to postpone the special meeting before it is convened, without the consent of any of Great Plains Energy’s shareholders. Notice of the date and place of the postponed special meeting, which may be given by public notice, must be given to each shareholder of record entitled to vote at the postponed special meeting.

The Board of Directors recommends that you vote FOR Proposal 2: to authorize the persons named as proxies to approve one or more adjournments of the special meeting for the purpose of soliciting additional proxies.

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Representatives of Deloitte & Touche, LLP

Representatives of Deloitte & Touche, LLP are expected to be present at the Great Plains Energy special meeting. These representatives will have the opportunity to make a statement regarding the proposed merger if they desire to do so, and they are expected to be available to respond to appropriate questions from Great Plains Energy stockholders at the Great Plains Energy special meeting.

Assistance

If you need assistance in completing your proxy card or have questions regarding Great Plains Energy’s special meeting, please contact Innisfree M&A Incorporated toll-free at (877) 687-1871 with any questions they may have. Banks and brokers may call collect at (212) 750-5833.

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THE AQUILA SPECIAL MEETING

General

This joint proxy statement/prospectus is being furnished to Aquila stockholders in connection with the solicitation of proxies by Aquila’s board of directors for use at the Aquila special meeting. Aquila is first mailing this joint proxy statement/prospectus and accompanying proxy card to its stockholders on or about [  •  ], 2007.

Date, Time and Place of the Aquila Special Meeting

Aquila will hold its special meeting at [  •  ], Central Standard Time, on [  •  ], 2007 at the
[  •  ], unless the meeting is adjourned or postponed.

Purpose of Aquila Special Meeting

At the Aquila special meeting, Aquila stockholders will be asked to:

·       consider and vote on a proposal to adopt the merger agreement and thereby approve the proposed merger;

·       consider and vote on a proposal to adjourn the special meeting, if necessary, to permit further soliciting of proxies in the event that there are not sufficient votes at the time of the special meeting to adopt the merger agreement; and

·       consider and take action upon transacting any other business that may properly come before the special meeting or any reconvened meeting following an adjournment or postponement of the special meeting.

Record Date

Only Aquila stockholders of record at the close of business on [  •  ], 2007, the record date for the Aquila special meeting, are entitled to receive notice of and to participate in the special meeting. If you were an Aquila stockholder of record on that date, you will be entitled to vote all of the shares of Aquila common stock that you held on that date at the Aquila special meeting or any reconvened meeting following an adjournment or postponement of the special meeting.

Quorum; Outstanding Shares Entitled to Vote

In order to conduct business at the special meeting, we must have a quorum. This means that the holders of at least a majority of Aquila’s outstanding shares of common stock entitled to vote must be present, either by proxy or in person, at the meeting. As of the record date, [  •  ] shares of Aquila common stock, representing the same number of votes, were outstanding. Thus, the presence of the holders of common stock representing at least [  •  ] votes will be required to establish a quorum. It is important that you vote promptly so that your shares are counted toward the quorum.

Abstentions and broker non-votes will be counted as present and entitled to vote for purposes of determining whether or not a quorum exists. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power and has not received voting instructions from the beneficial owner. If we do not have a quorum, the special meeting may be adjourned to a later date.

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Votes Required

The proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of all outstanding shares of Aquila common stock. The failure to vote or abstaining on this proposal will have the same effect as voting against this proposal. If you hold your shares in “street name” through a broker or other nominee and you have not provided specific voting instructions, your broker or nominee will not be permitted to vote your shares on this proposal. This will have the same effect as a vote against this proposal.

The proposal to adjourn the special meeting, if necessary, to permit further solicitation of proxies requires the affirmative vote of the holders of a majority of the shares of Aquila common stock present, either by proxy or in person, and entitled to vote. A properly executed proxy marked “ABSTAIN” will be counted as present and entitled to vote, so abstaining will have the same effect as voting against this proposal. If you hold your shares in “street name” through a broker or other nominee and you have not provided specific voting instructions, your broker or nominee will not be permitted to vote your shares on this proposal. If your broker or nominee does not vote your shares on this proposal, the broker non-votes will not be counted as votes for or against this proposal.

Recommendations of Aquila’s Board of Directors

As discussed elsewhere in this joint proxy statement/prospectus, Aquila’s board of directors unanimously recommends that Aquila’s stockholders vote FOR the proposal to adopt the merger agreement and approve the proposed merger. Aquila’s board of directors also unanimously recommends that Aquila stockholders vote FOR adjournment of the special meeting, if necessary, to permit further solicitation of proxies.

Aquila stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the transaction agreements and the proposed Transactions. In particular, Aquila stockholders are directed to the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus.

Voting by Aquila’s Directors and Executive Officers

As of [   •   ], 2007, the record date for the Aquila special meeting, Aquila’s directors and executive officers had the right to vote less than 1% of the outstanding Aquila common stock. Each Aquila director and executive officer has indicated his or her present intention to vote, or cause to be voted, the shares of Aquila common stock owned by him or her FOR the adoption of the merger agreement and FOR the adjournment of the special meeting, if necessary, to permit further solicitation of proxies.

Voting of Proxies

All shares of Aquila common stock represented by properly executed proxies received in time for the Aquila special meeting will be voted at the Aquila special meeting in the manner specified by the stockholders giving such proxies (including instructions to abstain from voting on this proposal). Properly executed proxies that do not contain voting instructions (or instructions that the stockholder delivering the proxy wishes to abstain) will be voted FOR the adoption of the merger agreement and FOR the adjournment of the special meeting, if necessary, to permit further solicitation of proxies.

How to Vote

If you are an Aquila stockholder of record and attend the meeting, you may deliver your marked proxy card in person at the meeting. “Street name” holders who wish to vote at the meeting will need to obtain a form of proxy from the institution that holds their shares.

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Whether you are a stockholder of record or a “street name” holder, you may vote your shares by mail, by telephone or over the Internet, as described below.

Voting by Mail: you may vote by written proxy card, by signing, dating and returning your proxy card in the enclosed pre-addressed, postage-paid envelope.

Voting by Telephone or Internet: you may vote your proxy by touchtone telephone from anywhere in the U.S. or Canada, using the toll-free telephone number on the proxy card, or by the Internet, using the procedures and instructions described on the proxy card and other enclosures. “Street name” holders may only vote by telephone or the Internet if their bank or broker makes those methods available, in which case the bank or broker should have enclosed the instructions with this proxy statement. The telephone and Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to vote their shares, and to confirm that their instructions have been properly recorded.

Aquila 401(k) Plan Participants

If you are a participant in the Aquila, Inc. Retirement Investment (401(k)) Plan, you have the right to provide voting directions to the plan trustee by submitting your proxy card for those shares of Aquila common stock that are held by the plan and allocated to your plan account on any issue properly presented at the special meeting of Aquila shareholders. Plan participant voting directions will be treated confidentially. The proxy card for shares held in the plan will be provided by the plan trustee. The plan trustee will follow participants’ voting directions unless otherwise required by applicable law. If you elect not to provide voting directions, the plan trustee will vote the Aquila shares allocated to your plan account in the same proportion as those shares held by the plan for which the plan trustee has received voting directions from plan participants, unless it determines that it is required to vote the shares in another manner in order to comply with its fiduciary responsibilities to plan participants. Because the plan trustee must process voting instructions from participants before the date of the Aquila special meeting, you are urged to deliver your instructions well in advance of the Aquila special meeting so that the instructions are received no later than [  •  ].

Revoking Your Proxy

You may revoke your proxy at any time after you give it, and before it is voted, in one of the following ways:

·       by notifying Aquila’s Corporate Secretary that you are revoking your proxy by written notice that bears a date later than the date of the proxy and that is received prior to the Aquila special meeting and states that you revoke your proxy;

·       by signing another proxy card(s) or voting instruction card(s) bearing a later date and mailing it so that it is received prior to the special meeting;

·       by voting again using the telephone or Internet voting procedures; or

·       by attending the Aquila special meeting and voting in person, although attendance at the Aquila special meeting alone will not, by itself, revoke a proxy.

If you are a “street name” holder of Aquila common stock, you will need to contact your bank or broker to revoke your proxy.

Electronic Access to Proxy Material

This joint proxy statement/prospectus and Aquila’s other filings with the SEC are available on the Aquila website, www.aquila.com.

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Proxy Solicitations

Aquila is soliciting proxies for the special meeting from Aquila shareholders. Aquila will bear the entire cost of soliciting proxies from Aquila shareholders, except that Aquila and Great Plains Energy will share equally the expenses incurred in connection with the printing and mailing of this joint proxy statement/prospectus. In addition to this mailing, Aquila’s directors, officers and employees (who will not receive any additional compensation for such services) may solicit proxies personally, electronically or by telephone.

Aquila has also engaged the services of MacKenzie Partners, Inc. for a fee of approximately $150,000 plus reimbursement of expenses, to assist in the solicitation of proxies.

Aquila and its proxy solicitors will also request that banks, brokerage houses and other custodians, nominees and fiduciaries send proxy materials to the beneficial owners of Aquila common stock and will, if requested, reimburse the record holders for their reasonable out-of-pocket expenses in doing so. The extent to which these proxy-soliciting efforts will be necessary depends upon how promptly proxies are submitted.

Other Business

Aquila’s board of directors is not aware of any other business to be acted upon at the Aquila special meeting.

Assistance

If you need assistance in completing your proxy card or have questions regarding Aquila’s special meeting, please contact MacKenzie Partners, Inc., toll-free at (800) 322-2885 or collect at (212) 929-5500.

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