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f8ktermdate2.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
Current Report
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported): April 29, 2008
 
 
 
Commission
File Number
  
 
Registrant, State of Incorporation,
Address and Telephone Number
  
I.R.S. Employer
Identification
Number
         
001-32206
  
GREAT PLAINS ENERGY INCORPORATED
  
43-1916803
   
(A Missouri Corporation)
    
   
1201 Walnut Street
    
   
Kansas City, Missouri  64106
    
   
(816) 556-2200
    
         
   
NOT APPLICABLE
    
(Former name or former address,
if changed since last report)
         
         
000-51873
  
KANSAS CITY POWER & LIGHT COMPANY
  
44-0308720
   
(A Missouri Corporation)
    
   
1201 Walnut Street
    
   
Kansas City, Missouri  64106
    
   
(816) 556-2200
    
         
   
NOT APPLICABLE
    
   
(Former name or former address,
if changed since last report)
    
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
(17 CFR 240.14d-2(b))
   
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

Great Plains Energy Incorporated (Great Plains Energy) and Kansas City Power & Light Company (KCP&L) (the Registrants) are separately filing this combined Current Report on Form 8-K (Report).
 
Item 1.01
Entry into a Material Definitive Agreement
 
On February 6, 2007, Great Plains Energy entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Gregory Acquisition Corp., a wholly-owned subsidiary of Great Plains Energy, will merge into Aquila, Inc. (“Aquila”), a Delaware corporation, causing Aquila to become a wholly-owned subsidiary of Great Plains Energy. Immediately prior to the consummation of the merger, Black Hills Corporation, a South Dakota corporation (“Black Hills”) will acquire from Aquila its Colorado electric utility assets and Colorado, Iowa, Kansas and Nebraska gas utility assets pursuant to an Asset Purchase Agreement and a Partnership Interests Purchase Agreement, both dated as of February 6, 2007 (collectively, the “Asset Sale Agreements”). Each transaction is contingent on the completion of the other transaction, meaning that one transaction will not be completed unless the other transaction is completed.
 
The Merger Agreement and Asset Sale Agreements provide that they may be terminated if, among other things, the transactions have not been consummated by February 6, 2008 (the “Termination Date”).  Each agreement further provides that if any party to the agreement determines that additional time is necessary to obtain any of the specified regulatory consents or approvals, the Termination Date may be extended from time to time by written notice, up to August 6, 2008.  Great Plains Energy, Aquila and Black Hills previously extended the Termination Dates to May 1, 2008, and on April 29, 2008, the parties extended the Termination Dates to August 6, 2008.
 
Item 9.01
Financial Statements and Exhibits
   
(d) Exhibit No. 
    
      10.1
Mutual Notice of Extension dated as of April 29, 2008, by and among Black Hills Corporation, Aquila, Inc., and Great Plains Energy Incorporated.



 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
GREAT PLAINS ENERGY INCORPORATED
   
 
/s/ Barbara B. Curry
 
Barbara B. Curry
 
Senior Vice President – Corporate Services and Corporate Secretary
 
 
KANSAS CITY POWER & LIGHT COMPANY
   
 
/s/ Barbara B. Curry
 
Barbara B. Curry
 
Corporate Secretary
 
 
Date: April 29, 2008

 
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notice.htm

Exhibit 10.1
 
MUTUAL NOTICE OF EXTENSION
 
This Mutual Notice of Extension (the “Notice”) is provided as of April 29, 2008, by and among Black Hills Corporation, a South Dakota corporation (“Black Hills”), Aquila, Inc., a Delaware corporation (“Aquila”), and Great Plains Energy Incorporated, a Missouri corporation (“Great Plains”).
 
Background
 
The parties have entered into an Agreement and Plan of Merger (“Merger Agreement), an Asset Purchase Agreement (“APA”) and a Partnership Interests Purchase Agreement (“PIPA”), each dated February 6, 2007.  These agreements provide that each of them may be terminated at any time prior to the Effective Time (as defined in the agreements) if, among other things, the transactions contemplated by the agreements have not been consummated by the first anniversary of the agreements (the “Termination Date”).  The agreements further provide that either Aquila or Great Plains may extend the Termination Date of the Merger Agreement, and either Aquila or Black Hills may extend the Termination Date of the APA and PIPA, from time to time up to a date not beyond 18 months after the dates of the agreements, if any of them determines that additional time is necessary to obtain any of the Material Company Regulatory Consents or the Material Parent Regulatory Consents (as defined in the Merger Agreement), or the Required Regulatory Approvals (as defined in the APA and PIPA).
 
On January 31, 2008, the parties determined that additional time was necessary to obtain the Material Company Regulatory Consents, the Material Parent Regulatory Consents and the Required Regulatory Approvals, and entered into a Mutual Notice of Extension pursuant to which the Termination Dates of the Merger Agreement, APA and PIPA were initially extended to May 1, 2008.
 
The parties have since determined that further time is necessary to obtain the Material Company Regulatory Consents, the Material Parent Regulatory Consents and the Required Regulatory Approvals, and each party desires to further extend the Termination Dates of the Merger Agreement, APA and PIPA.
 
Mutual Notice of Extension
 
Each of Aquila and Great Plains hereby provides written notice to the other, pursuant to Section 9.2 of the Merger Agreement, that the Termination Date, as defined in that agreement, is hereby extended to August 6, 2008.
 
Each of Black Hills and Aquila hereby provides written notice to the other and to Great Plains, pursuant to Sections 10.1(b) of the APA and the PIPA, that the Termination Date, as defined in those agreements, is hereby extended to August 6, 2008.
 
The parties acknowledge that if the transactions contemplated by the Merger Agreement, APA and PIPA have not been consummated on or before August 6, 2008, (i) the Board of Directors of either Aquila or Great Plains may terminate the Merger Agreement pursuant to
 

 
 
 

Section 9.1(b) thereof, and (ii) either Aquila or Black Hills may terminate the APA and PIPA pursuant to Section 10.1(b) thereof.
 
[signature page follows]
 

 
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IN WITNESS WHEREOF, this Mutual Notice of Extension has been duly executed and delivered by the duly authorized officers of the parties as of the date first written above.
 
 
 
BLACK HILLS CORPORATION
 
 
By: /s/ Steven J. Helmers
 
Name:
Steven J. Helmers
 
Title:
Senior Vice President and General Counsel
 
GREAT PLAINS ENERGY INCORPORATED
     
     
By:  /s/ Terry Bassham
 
Name:
Terry Bassham
 
Title:
Executive Vice President – Finance and Strategic
Development and Chief Financial Officer
     
AQUILA, INC.
 
 
By:  /s/ Christopher M. Reitz
 
Name:
Christopher M. Reitz
 
Title:
Senior Vice President, General Counsel and Secretary

 
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