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REGISTRATION NO. 33-51799
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
GREAT PLAINS ENERGY INCORPORATED
(Exact name of registrant as specified in its charter)
Missouri 43-1916803
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1201 Walnut
Kansas City, Missouri 64106
(816) 556-2200
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
DIVIDEND REINVESTMENT AND DIRECT STOCK
PURCHASE PLAN
Jeanie Sell Latz, Corporate Secretary
1201 Walnut
Kansas City, Missouri 64106
(816) 556-2936
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed
sale to the public: October 1, 2001
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [X]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only
in connection with dividend or interest reinvestment plans, check
the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
AMENDMENT NO. 2 TO FORM S-3
GREAT PLAINS ENERGY INCORPORATED
DIVIDEND REINVESTMENT AND
DIRECT STOCK PURCHASE PLAN
This Post-Effective Amendment No. 2 to Registration Statement on
Form S-3 (No. 33-51799) is being filed pursuant to Rule 414 under
the Securities Act of 1933 as amended to reflect the completion by
Kansas City Power & Light Company, a Missouri Corporation ("KCPL"),
of a corporate restructuring to create a holding company structure.
The holding company organizational structure was effected pursuant
to an agreement and plan of merger among Kansas City Power and Light
Company, Great Plains Energy Incorporated, a Missouri Corporation
("GPE"), and KCPL Merger Sub Incorporated, a Missouri Corporation
("Merger Sub") and wholly owned subsidiary of GPE. The merger
agreement provides for, among other things, the merger of Merger Sub
with and into KCPL, with KCPL continuing as the surviving
corporation. Pursuant to Section 351.448 of the General Corporation
Law of the State of Missouri, stockholder approval of the merger was
not required.
As a result of the merger, which was consummated on October 1, 2001,
KCPL became a direct wholly owned subsidiary of GPE. Immediately
following the merger, GPE became the successor issuer on the New
York Stock Exchange, replacing KCPL. Effectively, the new GPE
trading symbol GXP replaced the old trading symbol KLT.
As a result of the merger, all outstanding shares of KCPL will be
honored on a share for share basis as shares of GPE with the same
voting powers, designations, preferences, and rights, and the same
qualifications, restrictions, and limitations, as the shares of KCPL
previously held by the stockholders prior to the holding company
merger. The shares of the holding company will continue to be
represented by the same stock certificates that previously
represented shares of KCPL capital stock prior to the holding
company merger. No actual (or physical) exchange of stock
certificates will occur.
In accordance with paragraph (d) of Rule 414 under the Securities
Act, GPE hereby expressly adopts this registration statement as its
own registration statement for all purposes of the Securities Act
and the Securities Exchange Act of 1934, as amended.
The applicable registration fees were paid at the time of the
original filing of this registration statement.
Of the 2,000,000 shares originally registered under this
registration statement, approximately 242,170 remain available for
use under the Dividend Reinvestment and Direct Stock Purchase Plan.
PART I
PROSPECTUS
GREAT PLAINS ENERGY INCORPORATED
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
2,000,000 SHARES OF COMMON STOCK
(WITHOUT PAR VALUE)
______________________________
Great Plains Energy Incorporated (GPE), the holding company of
Kansas City Power & Light Company (KCPL), offers you the
opportunity to participate in its Dividend Reinvestment and Direct
Stock Purchase Plan (Plan). The Plan is a convenient way for you
to:
- Purchase shares of GPE's common stock.
- Reinvest all or some of your cash dividends in
additional shares.
- Deposit your stock certificates for safekeeping.
This Plan is an amendment and restatement of Kansas City Power &
Light Company's Dividend Reinvestment and Direct Stock Purchase
Plan reflecting a name change for the Plan from Kansas City
Power & Light Company to Great Plains Energy Incorporated. You
will automatically be enrolled in GPE's Plan if you are currently
enrolled in the KCPL Dividend Reinvestment and Direct Stock
Purchase Plan.
The Administrator of the Plan may buy shares of common stock on
the open market (New York Stock Exchange) or directly from GPE.
If it buys on the open market, the price of the shares will be the
average cost of all shares purchased for the relevant investment
date plus a nominal brokerage commission fee (currently $.05 per
share). If it buys from GPE, the price will be the average of the
high and low prices of the common stock for the relevant
investment date as reported on the New York Stock
Exchange-Consolidated Tape.
GPE common stock is traded on the New York Stock Exchange under
the symbol "GXP". The Company's stock was formerly traded under
the name "Kansas City Power & Light Company", symbol "KLT". The
closing price of the Company's common stock on September 21, 2001
on the NYSE consolidated tape was $25.32 per share. Of the
initial 2,000,000 shares set forth above, approximately 242,170
remain available for use under the Plan.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED THESE SECURITIES
OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
October 1, 2001
SUMMARY OF PLAN HIGHLIGHTS
Because this section is a summary, it does not contain all the
information that may be important to you. You should read the
entire Prospectus carefully.
HOW TO ENROLL
You need not be a GPE shareholder to participate in the Plan. You
may purchase your first GPE shares through the Plan by completing
an enrollment form and making an initial minimum cash investment
of at least $500. An enrollment fee of $5 will be deducted from
this amount prior to investment.
If you are already a GPE shareholder, you can enroll by completing
an enrollment form and sending it to the plan administrator. You
can also deposit your GPE shares for safekeeping or reinvest all
or some of your GPE dividends in GPE common stock.
GPE pays all administrative fees associated with purchases through
the Plan; the only charge to you is a one-time enrollment fee of
$5 plus a nominal commission fee (currently $.05) per purchased
share.
You will be automatically enrolled in GPE's Plan if you are
currently enrolled in the KCPL Dividend Reinvestment and Direct
Stock Purchase Plan.
MONTHLY INVESTMENTS
After you enroll, you can make monthly additional investments in
any amount from a minimum of $100 to a maximum of $5,000 per
month. Your maximum annual investment cannot exceed $60,000.
Investments can be automatically deducted directly from your bank
account each month provided the amount meets the minimum/maximum
requirements. You can change the amount at any time provided you
give the administrator proper instructions about any changes in
time to process your request.
HOW TO PAY FOR SHARES
You can make purchases in various ways - by check, automatic
deduction or dividend reinvestment. Your investment dollars
(minus the enrollment and per share purchase fee) are fully used
to purchase GPE shares.
REINVEST DIVIDENDS AUTOMATICALLY
You can automatically reinvest all or part of your GPE dividends
in additional shares. If you reinvest partially in additional
shares, you will receive your remaining dividends in cash.
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SELL PLAN SHARES
You can sell some or all of your shares through the plan
administrator for a nominal service charge of $10 plus a nominal
commission fee (currently $.10) per share. Sales will be made
once a month.
DIRECT DEPOSIT OF DIVIDENDS
If you do not reinvest your dividends, you can have your dividend
deposited directly into your checking or savings account by
electronic transfer on the dividend payable date.
CERTIFICATE SAFEKEEPING
Protect your GPE stock certificates from loss, theft or damage by
depositing your shares in your account for safekeeping. When you
want certificates sent to you, you only need to send a written
request.
IMPORTANT CONSIDERATIONS
The purpose of the Plan is to provide a convenient and useful
service for current or potential GPE shareholders. Nothing in
this Prospectus or other Plan information represents a
recommendation by GPE or anyone else that any person buy or sell
GPE common stock. We urge you to read this prospectus thoroughly
before you make your independent investment decision regarding
participation in the Plan.
The value of GPE shares may increase or decrease from time to
time. There is no assurance whether, or at what rate, GPE will
continue to pay dividends. The Securities Investor Protection
Corporation, the Federal Deposit Insurance Corporation, or any
other entity does not insure Plan accounts.
TERMS OF THE PLAN
ELIGIBILITY
Any U.S. person or entity can participate in the Plan if they
follow the steps described below under "Enrollment." A citizen or
resident of a country outside the United States is also eligible
if participation does not violate any governmental regulations or
laws.
You will be automatically enrolled in GPE's Plan if you are
currently enrolled in the KCPL Dividend Reinvestment and Direct
Stock Purchase Plan.
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ENROLLMENT
Read the Prospectus carefully. If you are eligible and want to
enroll in the Plan, complete and sign an enrollment form and
return it to the plan administrator. To participate in the Plan,
you must do one or more of the following:
-Deposit certificate(s) representing one or more shares
with the administrator for safekeeping.
-Elect to reinvest cash dividends paid on at least one
whole share.
-Make an initial cash investment of at least $500 (and
not more than $5,000) (an enrollment fee of $5 will be
deducted from this amount prior to investment).
After the administrator approves your enrollment and receives your
funds or securities, your participation in the Plan begins.
INITIAL AND OPTIONAL INVESTMENTS
Whether or not you are a GPE shareholder, you may enroll in the
Plan by making an initial investment of at least $500 (and no more
than $5,000), plus a one-time only enrollment fee of $5.00. After
you enroll, you may make optional investments in any amount from
$100 to $5,000 per month. You may not invest more than $60,000
during any calendar year, not counting qualified Plan
distributions, if any. YOU HAVE NO OBLIGATION TO MAKE OPTIONAL
INVESTMENTS.
You can make your investments by personal check or money order
payable to "UMB Bank-GPE." Return your payment to the
administrator with a completed enrollment form or the tear-off
remittance portion included with your statement of account. DO NOT
SEND CASH.
You can reinvest cash dividends paid on all or some of your GPE
shares by making the appropriate selection on the enrollment form.
You can also change your reinvestment selection by sending written
notice to the Administrator. To be effective for a particular
dividend period, the administrator must receive your instructions
prior to the record date for the dividend.
AUTOMATIC MONTHLY INVESTMENT
You can automatically invest a specified monthly amount (not less
than $100 and not more than $5,000) deducted directly from your
U.S. bank account by completing the Automatic Monthly Deduction
section on the enrollment form and returning it to the
administrator. Funds will be transferred from your account three
business days prior to the investment date each month. You can
change or stop automatic monthly investments by completing and
returning a new Automatic Monthly Deduction section on the
enrollment form or by sending written notification to the
administrator. The administrator must receive your instructions
and authorization ten business days prior to the monthly
investment date.
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DIVIDEND REINVESTMENT OPTIONS
-FULL REINVESTMENT -- If you choose this option, all of your
dividends will be reinvested to purchase additional shares of GPE
common stock.
-PARTIAL REINVESTMENT -- You may reinvest dividends on a
specific percent of shares for an account. Dividends on remaining
shares will be paid to you by cash or direct deposit.
-OPTIONAL CASH INVESTMENT ONLY -- All dividends will be paid
to you in cash unless you direct otherwise.
ADMINISTRATION
UMB Bank administers the Plan. The administrator serves as
transfer agent, registrar and dividend paying agent for GPE. In
addition, the administrator receives and invests all cash
investments by participants, maintains participants' Plan account
records, issues periodic account statements and performs other
duties relating to the Plan. If you have questions about the
Plan, you may contact the Plan administrator:
UMB BANK, N.A.
SECURITIES TRANSFER DIVISION
P.O. BOX 410064
KANSAS CITY, MO 64141-0064
PHONE: (816) 860-7891
FAX: (816) 860-3963
INVESTMENT DATES
The investment dates are the 20th day of each month. If the 20th
day is not a business day, or if financial markets in New York
City are not open for business, the investment date will be the
next following business day.
OTHER INVESTMENT INFORMATION
The administrator must receive your funds no later than the close
of the business day prior to the investment date. Funds received
later are held until the next investment period. NO INTEREST IS
PAID ON FUNDS HELD BY THE ADMINISTRATOR PENDING INVESTMENT.
Therefore, you should send funds to the administrator shortly
prior to the deadline investment date. If delivery is by mail, we
recommend the mailing be made sufficiently in advance of the
investment date to allow time for postal delivery. All
investments must be in U.S. dollars and are subject to collection
by the administrator of full face value.
At your request, the administrator will return your investment
(without interest), if your written request is received two or
more business days prior to the investment date. However, refunds
of a check or money order will be made only after the
administrator actually collects such funds.
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THERE IS A $20 CHARGE FOR EACH CHECK, ELECTRONIC FUNDS TRANSFER,
OR OTHER INVESTMENT THAT IS REJECTED DUE TO INSUFFICIENT FUNDS.
WHEN YOU ENROLL IN THE PLAN, YOU AUTHORIZE THE ADMINISTRATOR TO
DEDUCT THIS CHARGE FROM YOUR PLAN ACCOUNT, IF NECESSARY.
DIRECT DEPOSIT
You can have any cash dividend that is not being reinvested
deposited directly into your bank account by completing the direct
deposit section on the enrollment form and returning it to the
administrator. You can change direct deposit account information
or terminate direct deposit by sending written notice prior to the
record date to the administrator. To be effective for a
particular dividend period, the administrator must receive your
instructions fifteen calendar days prior to the record date for
the dividend.
SHARE SAFEKEEPING
You can deposit your common stock certificates with the
administrator for safekeeping. To take advantage of this feature,
send your share certificates to the administrator by registered,
insured mail along with a completed Certificate Deposit Form, or
written instructions. Do not endorse your certificates.
The administrator will transfer your safekeeping shares into its
name or the name of its nominee and deposit the shares in your
Plan account in book-entry form. Safekeeping of your certificates
will not affect your dividend reinvestment election.
TRANSFERRING SHARES FROM A BROKERAGE ACCOUNT
You may transfer shares held in "street name" through a broker or
other agent to your Plan account. You should instruct your broker
or other agent to initiate the transfer or you can contact the
administrator to request assistance.
SHARE CERTIFICATES
The administrator holds shares purchased through the Plan in
safekeeping in book-entry form. You can request a certificate for
all or some of your Plan shares by sending a written request to
the administrator. Certificates for fractional shares will not be
issued. Instead, you will receive cash payment for any fractional
share. The issuance of a certificate does not affect dividend
reinvestment. You may not pledge shares of stock held in book-
entry form by the administrator in your Plan account as collateral
for a loan or otherwise assign those shares.
SELLING PLAN SHARES
You can sell any number of whole shares held in your Plan account
by completing the Change Request Form or by sending written
instructions to the administrator. Sale requests must be received
no later than two business days prior to the investment date to be
effective. Sale proceeds, less a sale fee of $10 and the
applicable brokerage commission deductions (currently $.10 per
share) and any withholding required by law, are paid by check. A
request to sell all
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shares in your account will terminate your Plan account. Sale
requests in a dividend-paying month will be processed after any
dividend reinvestment distribution to your account.
CLOSING A PLAN ACCOUNT
You can close your Plan account at any time by sending written
notification to the administrator or by electing to sell or
withdraw all shares on the Change Request Form. Electing to sell
or withdraw all shares from your Plan account automatically
terminates your Plan participation. If you close your Plan account
by withdrawing all shares, the administrator will issue you a
certificate for all whole shares and the cash value of any
fractional share will be paid to you by check.
Instructions to close a Plan account prior to a quarterly dividend
payment will be processed as soon as practicable after any
dividend disbursement is allocated to your Plan account. After
you close an account, you cannot make future investments through
the Plan without re-enrolling.
GPE or the administrator, on behalf of GPE has the right to deny,
suspend or terminate your participation in the Plan on grounds of
excessive enrollment and termination. This is intended to
minimize administrative expense and encourage long-term
investment.
PRICE OF SHARES
Shares may be purchased or sold in the open market or in privately
negotiated transactions on terms and conditions acceptable to the
administrator. Presently, the administrator purchases and sells
shares in the open market on the New York Stock Exchange.
Shares purchased or sold for a particular investment period are
credited to your Plan account at the weighted average price per
share of all shares purchased or sold for that investment period,
less the enrollment/sale fee plus any applicable brokerage charge
(currently $.05 per purchased share and $.10 per share sold).
The administrator may purchase shares from or sell shares to GPE
if GPE chooses. The price of any shares purchased from or sold to
GPE will be the average of the high and low sale prices as
reported on the New York Stock Exchange consolidated tape on the
transaction date.
The administrator may combine all participants' funds for the
purpose of making purchases and may offset purchases of shares
against sales of shares for the same investment period under the
Plan, resulting in a net purchase or sale of shares.
The administrator will try to purchase or sell shares on the
investment date or as soon as practicable for the relevant
investment period, but not later than 30 days after the investment
date.
YOU DO NOT HAVE CONTROL OR AUTHORITY TO DIRECT THE PRICE OR TIME
AT WHICH COMMON STOCK IS PURCHASED OR SOLD FOR PLAN ACCOUNTS.
THEREFORE, YOU BEAR MARKET RISK ASSOCIATED WITH FLUCTUATIONS IN
THE PRICE OF COMMON STOCK.
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ACCOUNT STATEMENTS
You will receive a statement of your account reflecting the amount
invested, the purchase price, the number of shares purchased,
deposited, sold, transferred, or withdrawn, the total number of
shares accumulated and other information quarterly or whenever
your account has a transaction activity. The quarterly statement
consolidates all shares, certificated as well as book-entry
shares. YOU SHOULD KEEP YOUR STATEMENTS FOR INCOME TAX AND OTHER
PURPOSES. If you need a replacement statement you should contact
the administrator.
REPORTS
All notices, statements and reports will be mailed to the latest
address on record with the administrator. Address changes may be
made in writing or by telephone to the administrator.
MISCELLANEOUS
RIGHTS OFFERING, STOCK DIVIDENDS AND STOCK SPLITS
Stock dividends or split shares on your Plan book-entry shares
will be credited to your book-entry Plan account. If you have
elected partial dividend reinvestment, the administrator will
adjust your election so that you continue to reinvest cash
dividends on approximately the same percentage of your GPE shares
prior to the split. In the event of a rights offering, rights
will be based on the number of shares credited to your account.
VOTING RIGHTS
You can vote all whole and fractional shares of common stock held
in your Plan account in person or by the proxy card sent to you.
If you do not vote in person or by proxy, your shares will not be
voted.
LIMITATION OF LIABILITY
GPE, its directors, officers, employees, and the administrator and
its representatives are not liable for anything done in good faith
or good faith omissions in administering the Plan. This includes
any claim of liability based on the prices or times at which
shares are purchased or sold or any change in market price of
shares or for the payment or amount of any future dividends on
common stock. This is not a waiver of rights you may have under
applicable securities laws.
TERMINATION OF THE PLAN
GPE can change, suspend or terminate the Plan at any time, in
whole or in part, or may terminate the participation of any
participant. GPE RESERVES THE RIGHT TO CLOSE YOUR ACCOUNT IF YOU
DO NOT OWN AT LEAST ONE WHOLE BOOK-ENTRY OR CERTIFICATE SHARE OF
RECORD. IN THAT CASE, NOTICES WILL BE MAILED TO YOUR LAST KNOWN
ADDRESS, ALONG WITH A CHECK FOR THE CASH VALUE OF ANY FRACTIONAL
SHARE.
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TAX CONSEQUENCES
GPE believes the following is an accurate summary of the tax
consequences to participation in the Plan as of the date of this
Prospectus. This summary may not reflect every possible situation
resulting from participation in the Plan; therefore, you should
consult your tax advisor.
Shares of common stock purchased on the open market will have a
cost basis equal to the purchase price per share, including
brokerage commissions. Common stock purchased from GPE will have
a cost basis equal to the price paid for the shares. This will be
the price at which the administrator credits shares to your
account.
In general, the full amount of cash dividends paid to you by GPE
is considered taxable income whether received in cash or
reinvested under the Plan. A statement of account showing the
total amount of dividends will be sent to you and reported to the
Internal Revenue Service shortly after the end of the year in
which they are payable.
You will generally not realize gain or loss for the U.S. federal
income tax purposes upon the withdrawal of shares in certificate
form from the Plan, but will generally realize gain or loss on the
sale of any whole or fractional shares.
If your dividends are subject to U.S. backup withholding, the
administrator will cause dividends, less the appropriate amount of
tax required to be withheld, to be reinvested in common stock, or
sent by check or direct deposit. The filing of any documentation
to obtain a reduction in U.S. withholding tax is your
responsibility. If you are subject to such withholding, you
should contact your tax advisors or the Internal Revenue Service
for information. GPE CANNOT REFUND FEDERAL INCOME TAX WITHHOLDING
AMOUNTS.
The above may not apply to certain participants in the Plan, such
as tax-exempt entities (e.g., pension funds and IRA's) and foreign
shareholders. These participants should consult their tax
advisors concerning tax consequences.
USE OF PROCEEDS
If GPE issues new shares of common stock under the Plan, the net
proceeds will be added to the GPE general funds and used for legal
and lawful purposes.
LEGAL OPINIONS
Jeanie Sell Latz, Senior Vice President-Corporate Services and
Corporate Secretary , has passed upon certain legal matters in
connection with the common stock offered by this Prospectus. Ms.
Latz owns shares of common stock directly and is a participant in
various employee benefit plans.
EXPERTS
The financial statements and schedules included in KCPL's latest
Annual Report on Form 10-K, incorporated by reference in this
prospectus, have been audited by PricewaterhouseCoopers
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LLP, independent public accountants, and have been so incorporated
on the authority of such firm as experts in auditing and accounting.
ADDITIONAL INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We filed a registration statement with the SEC under the
Securities Act of 1933, relating to the GPE common stock offered
under the Plan. This Prospectus does not contain all of the
information included in the registration statement. You will find
additional information about us and our common stock in the
registration statement. You may read and copy the registration
statement the SEC's public reference facilities described below.
We incorporate by reference in this prospectus the following
important business and financial information about KCPL and GPE
that is not included in or delivered with this Prospectus:
- KCPL's annual report on Form 10-K for the year ended
December 31, 2000
- KCPL's reports on Form 10-Q for the quarters ending March 31,
2001 and June 30, 2001
- KCPL's and GPE's current report on Form 8-K dated October 1,
2001
As long as GPE continues to offer the Plan, GPE also incorporates
by reference additional reports, proxy statements, and other
documents that GPE may file with the SEC after the date of this
prospectus under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934.
GPE will provide you with a free copy of any or all of the
documents incorporated by reference, except for exhibits to such
documents (unless the exhibit is specifically incorporated by
reference). You can request copies by calling or writing the
Corporate Secretary, Great Plains Energy Incorporated, P.O. Box
418679, Kansas City, Missouri 64106, telephone 1-800-245-5275 or
816-556-2053 or by contacting us at our internet web site
www.kcpl.com.
SEC FILING INFORMATION
GPE is subject to the requirements of the Securities Exchange Act
of 1934 and will file annual, quarterly, and current reports,
proxy statements, and other information with the SEC. You can
read and copy these materials at the SEC's public reference rooms
at 450 Fifth Street, NW, Washington, D.C.; and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. You can get copies
of these materials (for payment of copying fees) from the Public
Reference Section by writing to the SEC at 450 Fifth Street, N.W.,
Washington, D.C 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-
SEC-0330. The SEC also maintains an Internet site that contains
reports, proxy and information statements, and other information
regarding issuers, such as GPE, that file electronically with the
SEC. The address of that site is http://www.sec.gov. In
addition, GPE's filings can also be viewed at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York
10005.
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GPE will provide you with a free copy of any or all of the
documents incorporated by reference, except exhibits (unless the
exhibit is specifically incorporated by reference). You can
request copies by calling or writing the Corporate Secretary,
Great Plains Energy Incorporated, P.O. Box 418679, Kansas City,
Missouri 64141, telephone 1-800-245-5275 or by contacting us at
our internet web site www.kcpl.com.
TOLL-FREE INFORMATION
If you have questions about the Plan or need assistance or
information about other shareholder matters, contact GPE Investor
Relations toll-free at: 1-800-245-5275.
DESCRIPTION OF COMMON STOCK
The following statements summarize certain information about GPE's
common stock. They do not claim to be complete or to reflect or
give effect to statutory law, but are intended to present
information in general terms only. All statements are subject to
the provisions of our Articles of Incorporation.
DIVIDEND RIGHTS AND RESTRICTIONS
Subject to the preferential dividends of GPE's preferred and
preference stock and certain provisions for the protection of such
holders and other restrictive provisions, dividends may be paid on
shares of common stock from available funds, when and as declared
by the Board of Directors.
Except as otherwise authorized by consent of the holders of at
least two-thirds of the total outstanding shares of the preferred
stock voting as a single class, GPE may not pay or declare any
dividends on shares of its junior stock, other than the dividends
payable solely in shares of junior stock, or make any distribution
on, or purchase or acquire, any shares of junior stock if the
aggregate amount expended during the last 12 months (a) exceeds
50% of GPE's net income available for dividends on junior stock
for the last 12 months, in case the total junior stock equity
would be reduced to less than 20% of total capitalization, or (b)
exceeds 75% of such net income in case such equity would be
reduced to between 20% to 25% of total capitalization, or (c)
except to the extent permitted in (a) or (b) would reduce such
equity below 25% of total capitalization.
No dividends may be declared or paid on the common stock and no
common stock may be purchased, redeemed or retired unless all past
and current dividends on shares of outstanding preferred stock
have been paid or set apart for payment or to the extent of
retained earnings.
LIQUIDATION RIGHTS
If GPE is liquidated, common shareholders are entitled to receive
all of its assets which remain after its debts are paid and the
holders of any outstanding preferred shares or other senior
securities are paid.
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PREEMPTIVE RIGHTS
Holders of common stock have no preemptive rights to buy any
shares of stock or other securities issued by GPE.
LIABILITY TO ASSESSMENT
The shares of GPE common stock issued in accordance with the terms
of the Plan will be fully paid and nonassessable.
GREAT PLAINS ENERGY INCORPORATED
Great Plains Energy Incorporated (NYSE: GXP) was incorporated in
the state of Missouri in 2001. GPE's principal executive office
is located at 1201 Walnut Street, Kansas City, Missouri 64106-
2124, telephone 816-556-2200. GPE is the holding company for
these three wholly owned subsidiaries:
-KANSAS CITY POWER & LIGHT COMPANY, a leading regulated
provider of electricity in the Midwest;
-GREAT PLAINS POWER INCORPORATED, a competitive generator
that will sell to the wholesale market; and
-KLT INC., a national investment company focusing on energy
related ventures that are unregulated with high growth potential.
Headquartered in Kansas City, Missouri, the Company's web site is
www.kcpl.com.
INDEMNIFICATION OF DIRECTORS, OFFICERS
AND OTHERS FOR SECURITIES ACT LIABILITIES
Missouri law provides that a Missouri corporation, such as GPE,
may indemnify, under circumstances provided by law, its
directors, officers, employees and agents against liabilities and
expenses they may incur. These circumstances could include
indemnification for liabilities and expenses incurred in
connection with claims arising under the Securities Act of 1933.
GPE's Articles of Consolidation provide for indemnification of
our directors, officers, employees, and agents, to the full
extent permitted by Missouri law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling GPE under the foregoing provisions, GPE has
been informed that, in the opinion of the Securities and Exchange
Commission, this indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
------------
12
We have not authorized anyone to provide you with any information
other than the information included in this Prospectus and the
documents to which we refer you. If someone gives you other
information, please do not rely on it as being authorized by us.
This Prospectus has been prepared as of October 1, 2001. There
may be changes in the affairs of GPE after that date which are
not reflected in this document.
We are not offering, or soliciting an offer to buy, these shares
in any jurisdiction where an offer or solicitation is not
authorized or is illegal.
13
No person has been authorized to [GREAT PLAINS ENERGY LOGO]
give information or make any
representation other than
contained in this Prospectus or
information incorporated by THE HOLDING COMPANY OF [KANSAS
reference. In the event such CITY POWER & LIGHT COMPANY LOGO]
information is given or made, it
should not be relied upon as
being authorized by GPE. This DIVIDEND REINVESTMENT AND
Prospectus is not an offer to buy DIRECT STOCK PURCHASE PLAN
or sell any of these securities
to any person in any State where
it is unlawful to make such offer
or solicitation. The delivery of COMMON STOCK
this Prospectus or any sale made
shall, under any circumstances, ____________
imply that information is
accurate subsequent to the date PROSPECTUS
of this Prospectus. ____________
____________
OCTOBER 1, 2001
TABLE OF CONTENTS
Summary of Plan Highlights 2
Important Considerations 3
Terms of the Plan 3
Other Investment Information 5
Miscellaneous 8
Additional Information 9
Description of Common Stock 11
Great Plains Energy
Incorporated 12
Indemnification of Directors,
Officers and Others For
Securities Act Liabilities 12
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fees $ -0-
Blue Sky Fees -0-
Legal Fees 3,000*
Accounting Fees and Expenses 1,000*
Printing Costs 9,300*
Postage and Handling Costs 3,000*
Miscellaneous 700*
Total $17,000
--------------------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Mo. Rev. Stat. 351.355 provides as follows:
1. A corporation created under the laws of this state may
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the
corporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in an manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
2. The corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses, including attorneys' fees, and
amounts paid in settlement actually and reasonably incurred by
him in connection with the defense or settlement of the action or
suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation
unless and only to the extent that the court in which the action
or suit was brought determines upon application that, despite the
adjudication of liability and in view of all the circumstances of
the case, the person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
II-1
3. Except as otherwise provided in the Articles of
Incorporation, to the extent that a director, officer, employee
or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred
to in subsections 1 and 2 of this section, or in defense of any
claim, issue or matter therein, he shall be indemnified against
expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the action, suit or
proceeding.
4. Any indemnification under subsections 1 and 2 of this
section, unless ordered by a court, shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in this section.
The determination shall be made by the board of directors by a
majority vote of a quorum consisting of directors who were not
parties to the action, suit, or proceeding, or if such a quorum
is not obtainable, or even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion, or by the shareholders.
5. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of
the final disposition of the action, suit, or proceeding as
authorized by the board of directors in the specific case upon
receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by
the corporation as authorized in this section.
6. The indemnification provided by this section shall be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under the articles of
incorporation or bylaws or any agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such a person.
7. A corporation created under the laws of this state shall
have the power to give any further indemnity, in addition to the
indemnity authorized or contemplated under other subsections of
this section, including subsection 6, to any person who is or was
a director, officer, employee or agent, or to any person who is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, provided such further
indemnity is either (i) authorized, directed, or provided for in
the articles of incorporation of the corporation or any duly
adopted amendment thereof or (ii) is authorized, directed, or
provided for in any bylaw or agreement of the corporation which
has been adopted by a vote of the shareholders of the
corporation, and provided further that no such indemnity shall
indemnify any person from or on account of such person's conduct
which was finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct. Nothing in this
subsection shall be deemed to limit the power of the corporation
under subsection 6 of this section to enact bylaws or to enter
into agreements without shareholder adoption of the same.
8. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any
11-2
such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him
against such liability under the provisions of this section.
9. Any provision of this chapter to the contrary
notwithstanding, the provisions of this section shall apply to
all existing and new domestic corporations, including but not
limited to banks, trust companies, insurance companies, building
and loan associations, savings bank and safe deposit companies,
mortgage loan companies, corporations formed for benevolent,
religious, scientific or educational purposes and nonprofit
corporations.
10. For the purpose of this section, references to "the
corporation" include all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving
corporation so that any person who is or was a director, officer,
employee or agent of such a constituent corporation or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand
in the same position under the provisions of this section with
respect to the resulting or surviving corporation as he would if
he had served the resulting or surviving corporation in the same
capacity.
11. For purposes of this section, the term "other enterprise"
shall include employee benefit plans; the term "fines" shall
include any excise taxes assessed on a person with respect to an
employee benefit plan; and the term "serving at the request of
the corporation" shall include any service as a director,
officer, employee, or agent of the corporation which imposes
duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to
in this section.
The officers and directors of the Company have entered into
indemnification agreements with the Company indemnifying such
officers and directors to the extent allowed under the above
Section Mo. Rev. Stat. 351.355 (1994).
Article XIII of the Articles of Incorporation of the Company
provides as follows:
ARTICLE THIRTEENTH. (a) Right to Indemnification. Each
person who was or is made a party or is threatened to be made a
party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or
she is or was a Director or officer of the Company or is or was
an employee of the Company acting within the scope and course of
his or her employment or is or was serving at the request of the
Company as a Director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, shall be indemnified and held harmless by the Company to
the fullest extent authorized by The Missouri General and
Business Corporation Law, as the same exists or may hereafter be
amended, against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid to or to be paid in settlement)
actually and reasonably incurred by such person in connection
therewith. The Company may in its discretion by action of its
Board of Directors provide indemnification to agents of the
Company as provided for in this ARTICLE THIRTEEN. Such
indemnification shall continue as to a person who has ceased to
be a Director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators.
II-3
(b) Rights Not Exclusive. The indemnification and other
rights provided by this ARTICLE THIRTEEN shall not be deemed
exclusive of any other rights to which a person may be entitled
under any applicable law, By-laws of the Company, agreement, vote
of shareholders or disinterested Directors or otherwise, both as
to action in such person's official capacity and as to action in
any other capacity while holding the office of Director or
officer, and the Company is hereby expressly authorized by the
shareholders of the Company to enter into agreements with its
Directors and officers which provide greater indemnification
rights than that generally provided by The Missouri General and
Business Corporation Law; provided, however, that no such further
indemnity shall indemnify any person from or on account of such
Director's or officer's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or willful
misconduct. Any such agreement providing for further indemnity
entered into pursuant to this ARTICLE THIRTEEN after the date of
approval of this ARTICLE THIRTEEN by the Company's shareholders
need not be further approved by the shareholders of the Company
in order to be fully effective and enforceable.
Insurance. The Company may purchase and maintain insurance on
behalf of any person who was or is a Director, officer, employee
or agent of the Company, or was or is serving at the request of
the Company as a Director, officer, employee or agent of another
Company, partnership, joint venture, trust or other enterprise
against any liability asserted against or incurred by such person
in any such capacity, or arising out of his or her status as
such, whether or not the Company would have the power to
indemnify such person against such liability under the provisions
of this ARTICLE THIRTEEN.
Amendment. This ARTICLE THIRTEEN may be hereafter amended or
repealed; however, no amendment or repeal shall reduce, terminate
or otherwise adversely affect the right of a person entitled to
obtain indemnification or an advance of expenses with respect to
an action, suit or proceeding that pertains to or arises out of
actions or omissions that occur prior to the later of (a) the
effective date of such amendment or repeal; (b) the expiration
date of such person's then current term of office with, or
service for, the Company (provided such person has a stated term
of office or service and completes such term); or (c) the
effective date such person resigns his or her office or
terminates his or her service (provided such person has a stated
term of office or service but resigns prior to the expiration of
such term).
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
2 *Agreement and Plan of Merger Among Kansas City
Power & Light Company, Great Plains Energy Incorporated
and KCPL Merger Sub Incorporated dated as of October 1,
2001 (Exhibit 2 to Report on Form 8-K filed October 1,
2001).
3-i *Articles of Incorporation of Great Plains Energy
Incorporated (Exhibit 3-i to Report on Form 8-K filed
October 1, 2001).
3-ii *By-laws of Great Plains Energy Incorporated
(Exhibit 3-ii to Report on Form 8-K filed October 1,
2001).
4-a *Resolution of Board of Directors Establishing
3.80% Cumulative Preferred Stock (Exhibit 2-R to
Registration Statement, Registration No. 2-40239).
II-4
4-b *Resolution of Board of Directors Establishing
4.50% Cumulative Preferred Stock (Exhibit 2-T to
Registration Statement, Registration No. 2-40239).
4-c *Resolution of Board of Directors Establishing
4.20% Cumulative Preferred Stock (Exhibit 2-U to
Registration Statement, Registration No. 2-40239).
4-d *Resolution of Board of Directors Establishing
4.35% Cumulative Preferred Stock (Exhibit 2-V to
Registration Statement, Registration No. 2-40239).
23 Consent of Independent Accountants-PricewaterhouseCoopers LLP.
24 Powers of Attorney.
99-a Direct Stock Purchase and Dividend Reinvestment
Plan Enrollment Form.
99-b Direct Stock Purchase and Dividend Reinvestment
Plan Change Request Form.
99-c Direct Stock Purchase and Dividend Reinvestment
Plan Certificate Deposit Form.
* Filed with the Securities and Exchange Commission as exhibits
to prior registration statements (except as otherwise noted) and
incorporated herein by reference and made a part hereof. The
exhibit number and file number of the documents so filed, and
incorporated herein by reference, are stated in parenthesis in
the description of such exhibit.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective
date of the registration statement (or the
most recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
formation set forth in the registration
statement;
(iii) to include any material
information with respect to the plan of
distribution not previously disclosed in the
registration statement or any material change
to such information in the registration
statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
II-5
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities and Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(a) of the
Securities Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this post-effective amendment to
Registration Statement No. 33-51799 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Kansas
City, State of Missouri, on the 1st day of October, 2001.
GREAT PLAINS ENERGY INCORPORATED
By: /s/Bernard J. Beaudoin
(Bernard J. Beaudoin)
Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this post-effective amendment has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/Bernard J. Beaudoin Chairman of the Board, )
(Bernard J. Beaudoin) President and Chief )
Executive Officer )
)
/s/Andrea F. Bielsker Vice President-Finance, )
(Andrea F. Bielsker) Treasurer and Chief )
Financial Officer )
(Chief Financial Officer) )
)
/s/Neil A. Roadman Controller )
(Neil A. Roadman) (Principal Accounting )
Officer) )
)
David L. Bodde* Director )
(David L. Bodde) )
)
Mark A. Ernst* Director )
(Mark A. Ernst) ) October 1, 2001
)
William K. Hall* Director )
(William K. Hall) )
)
Luis A. Jimenez* Director )
(Luis A. Jimenez) )
)
William C. Nelson* Director )
(William C. Nelson) )
)
Linda Hood Talbott* Director )
(Linda Hood Talbott) )
)
Robert H. West* Director )
(Robert H. West) )
*By /s/Bernard J. Beaudoin
: (Bernard J. Beaudoin)
Attorney-in-fact
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated February 20,
2001 relating to the financial statements as of December 31, 2000 and
1999 and for each of the three years in the period ended December 31,
2000, which appears in Kansas City Power & Light Company's Annual
Report on Form 10-K for the year ended December 31, 2000. Those
financial statements have been incorporated into such registration
statement in reliance on our report given on our authority as experts
in auditing and accounting.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Kansas City, Missouri
September 28, 2001
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy
Incorporated, a Missouri corporation, does hereby constitute and
appoint Bernard J. Beaudoin and/or Jeanie Sell Latz, their true
and lawful attorney and agent, with full power and authority to
execute in the name and on behalf of the undersigned as such
director all amendments to Registration Statement on Form S-3
(Registration Statement No. 33-51799) for the Dividend
Reinvestment and Direct Stock Purchase Plan; hereby granting unto
such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that
such attorney and agent may do or cause to be done by virtue of
these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 1st day of October, 2001.
/s/David L. Bodde
David L. Bodde
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 1st day of October, 2001, before me the undersigned,
a Notary Public, personally appeared David L. Bodde, to be known
to be the person described in and who executed the foregoing
instrument, and who, being by me first duly sworn, acknowledged
that they executed the same as their free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires
April 8, 2004
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy
Incorporated, a Missouri corporation, does hereby constitute and
appoint Bernard J. Beaudoin and/or Jeanie Sell Latz, their true
and lawful attorney and agent, with full power and authority to
execute in the name and on behalf of the undersigned as such
director all amendments to Registration Statement on Form S-3
(Registration Statement No. 33-51799) for the Dividend
Reinvestment and Direct Stock Purchase Plan; hereby granting unto
such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that
such attorney and agent may do or cause to be done by virtue of
these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 1st day of October, 2001.
/s/Mark A. Ernst
Mark A. Ernst
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 1st day of October, 2001, before me the undersigned,
a Notary Public, personally appeared Mark A. Ernst, to be known
to be the person described in and who executed the foregoing
instrument, and who, being by me first duly sworn, acknowledged
that they executed the same as their free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires
April 8, 2004
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy
Incorporated, a Missouri corporation, does hereby constitute and
appoint Bernard J. Beaudoin and/or Jeanie Sell Latz, their true
and lawful attorney and agent, with full power and authority to
execute in the name and on behalf of the undersigned as such
director all amendments to Registration Statement on Form S-3
(Registration Statement No. 33-51799) for the Dividend
Reinvestment and Direct Stock Purchase Plan; hereby granting unto
such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that
such attorney and agent may do or cause to be done by virtue of
these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 1st day of October, 2001.
/s/William K. Hall
William K. Hall
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 1st day of October, 2001, before me the undersigned,
a Notary Public, personally appeared William K. Hall, to be known
to be the person described in and who executed the foregoing
instrument, and who, being by me first duly sworn, acknowledged
that they executed the same as their free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires
April 8, 2004
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy
Incorporated, a Missouri corporation, does hereby constitute and
appoint Bernard J. Beaudoin and/or Jeanie Sell Latz, their true
and lawful attorney and agent, with full power and authority to
execute in the name and on behalf of the undersigned as such
director all amendments to Registration Statement on Form S-3
(Registration Statement No. 33-51799) for the Dividend
Reinvestment and Direct Stock Purchase Plan; hereby granting unto
such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that
such attorney and agent may do or cause to be done by virtue of
these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 1st day of October, 2001.
/s/Luis A. Jimenez
Luis A. Jimenez
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 1st day of October, 2001, before me the undersigned,
a Notary Public, personally appeared Luis A. Jimenez, to be known
to be the person described in and who executed the foregoing
instrument, and who, being by me first duly sworn, acknowledged
that they executed the same as their free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires
April 8, 2004
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy
Incorporated, a Missouri corporation, does hereby constitute and
appoint Bernard J. Beaudoin and/or Jeanie Sell Latz, their true
and lawful attorney and agent, with full power and authority to
execute in the name and on behalf of the undersigned as such
director all amendments to Registration Statement on Form S-3
(Registration Statement No. 33-51799) for the Dividend
Reinvestment and Direct Stock Purchase Plan; hereby granting unto
such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that
such attorney and agent may do or cause to be done by virtue of
these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 1st day of October, 2001.
/s/William C. Nelson
William C. Nelson
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 1st day of October, 2001, before me the undersigned,
a Notary Public, personally appeared William C. Nelson, to be
known to be the person described in and who executed the
foregoing instrument, and who, being by me first duly sworn,
acknowledged that they executed the same as their free act and
deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires
April 8, 2004
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy
Incorporated, a Missouri corporation, does hereby constitute and
appoint Bernard J. Beaudoin and/or Jeanie Sell Latz, their true
and lawful attorney and agent, with full power and authority to
execute in the name and on behalf of the undersigned as such
director all amendments to Registration Statement on Form S-3
(Registration Statement No. 33-51799) for the Dividend
Reinvestment and Direct Stock Purchase Plan; hereby granting unto
such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that
such attorney and agent may do or cause to be done by virtue of
these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 1st day of October, 2001.
/s/Linda H. Talbott
Linda H. Talbott
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 1st day of October, 2001, before me the undersigned,
a Notary Public, personally appeared Linda H. Talbott, to be
known to be the person described in and who executed the
foregoing instrument, and who, being by me first duly sworn,
acknowledged that they executed the same as their free act and
deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires
April 8, 2004
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy
Incorporated, a Missouri corporation, does hereby constitute and
appoint Bernard J. Beaudoin and/or Jeanie Sell Latz, their true
and lawful attorney and agent, with full power and authority to
execute in the name and on behalf of the undersigned as such
director all amendments to Registration Statement on Form S-3
(Registration Statement No. 33-51799) for the Dividend
Reinvestment and Direct Stock Purchase Plan; hereby granting unto
such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that
such attorney and agent may do or cause to be done by virtue of
these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 1st day of October, 2001.
/s/Robert H. West
Robert H. West
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 1st day of October, 2001, before me the undersigned,
a Notary Public, personally appeared Robert H. West, to be known
to be the person described in and who executed the foregoing
instrument, and who, being by me first duly sworn, acknowledged
that they executed the same as their free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires
April 8, 2004
Exhibit 99-a
GREAT PLAINS ENERGY(SM)
DIVIDEND REINVESTMENT AND ENROLLMENT FORM
DIRECT STOCK PURCHASE PLAN
ENROLLMENT IN THE PLAN
I wish to enroll in Great Plains Energy (GPE) (holding company of
Kansas City Power & Light Company) Dividend Reinvestment and
Direct Stock Purchase Plan and authorize UMB Bank, n.a. as
Administrator described in the Plan prospectus, to take the
following action:
ACCOUNT NAME AND ADDRESS (Please ( ) Check here if
Print) initial purchase
I wish to enroll by
___________________________________ depositing an initial cash
Name of Account Owner investment. Enclosed is a
check or money order for
___________________________________ $________ payable to UMB
Name of Account Owner Bank-GPE ($500 minimum;
$5,000 maximum). A one-
___________________________________ time only enrollment fee
Mailing Address Apt. No. of $5.00 will be deducted
from the above amount.
___________________________________
City State Zip
( ) Check here if
current shareholder
REGISTRATION GUIDELINES (Please check one box)
( ) INDIVIDUAL OR JOINT -- Joint accounts will be presumed to
be Joint Tenants with Right of Survivorship unless restricted by
applicable law or otherwise indicated. Only one Social Security
Number is required for tax reporting purposes.
( ) UNIFORM TRANSFER/GIFT TO MINOR -- A minor is the beneficial
owner of the account, with an adult custodian managing the
account until the minor becomes of age, as specified in the
Uniform Gift/Transfers to Minors Act in the minor's state of
residence (The custodian's name, in addition to the minor's name,
state, and social security number must be provided.)
( ) TRUST -- Account is established in accordance with the
provisions of a trust agreement. (Please provide name of Trust,
date of Trust and Trustee with this registration.)
( ) CORPORATION, PARTNERSHIP OR OTHER ENTITY -- (Provide
business name and Tax I.D. Number.)
DIVIDEND PAYMENT AND REINVESTMENT PARTICIPATION (Please check one
box)
Check the participation option in which you wish to enroll.
Under any option, a Plan participant may make cash investments in
any amount ranging from $100 - $5,000 per investment date as
defined in the prospectus.
( ) FULL ( ) PARTIAL ( ) OPTIONAL CASH
REINVESTMENT REINVESTMENT INVESTMENT ONLY
All dividends Invest _______% All dividends paid in
reinvested. of my dividend in cash.
shares & pay
balance in cash.
IF NO PARTICIPATION OPTION IS INDICATED, ALL DIVIDENDS WILL BE
PAID TO YOU IN CASH.
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(PAGE)
DIRECT DEPOSIT AND/OR AUTOMATIC MONTHLY DEDUCTION
Complete this section ONLY to have dividends deposited
electronically to your bank account OR to authorize automatic
monthly deductions to purchase stock. Authorizations will remain
in effect until you provide the Administrator with written
notification to change or discontinue. Check the appropriate box
below.
( ) DIRECT DEPOSIT OF DIVIDENDS
I authorize GPE or the Administrator, UMB Bank, to deposit
dividends electronically according to the information shown
below. I authorize the Administrator to make corrections, if
necessary, to any amounts credited to my account in error.
( ) AUTOMATIC MONTHLY DEDUCTIONS
I authorize GPE or the Administrator, UMB Bank, to make monthly
automatic transfer of funds according to the information shown
below to purchase shares of common stock for deposit into my Plan
account. Transfer of authorized funds will be made three business
days prior to investment date.
____________________________________ ( ) Checking
Name of Financial Institution ( ) Savings
_____________________________________ ( ) _______________
Mailing address of Financial Phone Number of
Institution Financial Institution
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Bank Account Number
_ _ _ _ _ _ _ _ _ $___________ Amount of
authorized monthly
deduction ($100
minimum; $5,000
maximum)
ABA Number (9 digit number
on bottom of check)
PLEASE ATTACH A VOIDED CHECK OR SAVINGS DEPOSIT SLIP TO VERIFY
BANKING INFORMATION.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
By signing this form, I acknowledge receipt of the prospectus
describing the details of the Dividend Reinvestment and Direct
Stock Purchase Plan (the "Plan") and request that the above
account be enrolled in the Plan. I understand and agree that
participation is subject to the terms and conditions of the Plan
as described in the Prospectus, and that participation may be
terminated at any time by written notice to UMB Bank, or Great
Plains Energy.
Under penalties of perjury, I certify that the Social
Security/Taxpayer I.D. Number shown on this form is true and
correct and that I am not subject to back-up withholding per the
Internal Revenue Code. If a Social Security/Taxpayer I.D. Number
is not provided, back-up withholding tax will be withheld from
dividend payments. ALL OWNERS MUST SIGN.
_________________________________ _________________________
Signature Date Social Security/
Tax I.D. Number
_________________________________ ( )____________________
Signature Date Daytime Phone
( )____________________
Evening Phone
Complete, sign, and return UMB Bank, n.a.
in the enclosed envelope Securities Transfer
or mail to: Division
P.O. Box 410064
Kansas City, MO 64141-0064
Questions should be directed to UMB Bank (816) 860-7891 or Great
Plains Energy toll-free 800-245-5275 or (816) 556-2053.
Exhibit 99-b
GREAT PLAINS ENERGY(SM)
DIVIDEND REINVESTMENT AND CHANGE REQUEST FORM
DIRECT STOCK PURCHASE PLAN SALE/WITHDRAWAL/TRANSFER
I authorize UMB Bank, n.a. as Administrator described in Great
Plains Energy's (holding company for Kansas City Power & Light
Company) Dividend Reinvestment and Direct Stock Purchase Plan
prospectus, to take the following action:
ACCOUNT NAME AND ADDRESS (Please print)
_____________________________________________________________
Name(s) of Account Owners
_____________________________________________________________
Mailing Address City State Zip
_______________________ _______________________________
Account Number Social Security/Tax I.D. Number
_____________________________________________________________
Signature Date
_____________________________________________________________
Signature Date
A. SALE REQUEST
( ) Sell ALL shares, including fractional shares, of Common
Stock credited to my Plan account and forward the sale proceeds
to me. I UNDERSTAND THIS WILL TERMINATE MY PLAN ACCOUNT.
( ) Sell whole shares of Common Stock credited to my Plan
account and forward the sale proceeds to me. I UNDERSTAND THIS
WILL NOT TERMINATE MY PLAN ACCOUNT.
B. WITHDRAWAL REQUEST
( ) Withdraw ALL whole shares of Common Stock credited to my
Plan account and forward certificate to me. Sell any fractional
share and forward sale proceeds to me. I UNDERSTAND THIS WILL
TERMINATE MY PLAN ACCOUNT.
( ) Withdraw _____________ whole shares of Common Stock
credited to my Plan account and forward certificate to me. I
UNDERSTAND THIS WILL NOT TERMINATE MY PLAN ACCOUNT.
C. TRANSFER REQUEST
( ) Transfer ALL shares of Common Stock credited to my Plan
account to the transferee named below.
( ) Transfer ____________ whole shares of Common Stock
credited to my Plan account to the named below.
TRANSFEREE INFORMATION (REQUIRED FOR TRANSFER REQUEST)
________________________________________________________________
Name of Transferee
________________________________________________________________
Mailing address of Transferee City State Zip
_________________________________________
Social Security/Tax I.D. # of Transferee
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(PAGE)
REGISTRATION GUIDELINES (PLEASE CHECK ONE BOX)
( ) INDIVIDUAL OR JOINT - Joint accounts will be presumed to
be Joint Tenants with Right of Survivorship unless restricted by
applicable law or otherwise indicated. Only one Social Security
Number is required for tax reporting purposes.
( ) UNIFORM TRANSFER/GIFT TO MINOR - A minor is the beneficial
owner of the account, with an adult custodian managing the
account until the minor becomes of age, as specified in the
Uniform Gift/Transfer to Minors Act in the minor's state of
residence. (The custodian's name, in addition to the minor's
name, state, and social security number must be provided.)
( ) TRUST - Account is established in accordance with the
provisions of a trust agreement. (Please provide name of Trust,
date of Trust and Trustee with this registration.)
( ) CORPORATION, PARTNERSHIP OR OTHER ENTITY (Provide business
name and Tax I.D. Number.)
TO ENABLE THE TRANSFER OF SHARE(S) OF COMMON STOCK CREDITED TO
YOUR PLAN ACCOUNT, YOUR SIGNATURE(S) MUST BE FURNISHED BELOW WITH
MEDALLION STAMP GUARANTEE (SEE NOTE BELOW).
The undersigned irrevocably appoints UMB Bank, n.a. as attorney
to sell/transfer the shares of Common Stock credited to my (our)
Plan account noted on the books of the Company.
________________________________________________________
Signature Date
________________________________________________________
Signature Date
MEDALLION STAMP GUARANTEE (REQUIRED ONLY FOR TRANSFER REQUESTS)
Note: Plan participants executing this stock power must sign
above. Signature(s) must correspond with the name(s) exactly as
shown on your Plan account and must be Medallion Stamp Guaranteed
by an authorized commercial bank, broker or trust company.
To assist us in processing your request, please provide your day
and evening telephone numbers.
Daytime Phone ( ) _______ Evening Phone ( ) _______
If you have questions or need assistance completing your request,
please write or call:
UMB BANK, N.A.
SECURITIES TRANSFER DIVISION
P.O. BOX 410064
KANSAS CITY, MO 64141-0064
(816) 860-7891
OR CALL GREAT PLAINS ENERGY TOLL-FREE
1-800-245-5275 - UNITED STATES
(816) 556-2053 - KANSAS CITY, MO
Exhibit 99-c
GREAT PLAINS ENERGY(SM)
Dividend Reinvestment and CERTIFICATE DEPOSIT FORM
Direct Stock Purchase Plan
Please deposit the attached Great Plains Energy (holding
company of Kansas City Power & Light Company) Common Stock
certificates into my Dividend Reinvestment and Direct Stock
Purchase Plan account for safekeeping. Certificates need NOT
be endorsed. IF YOU ARE NOT ENROLLED IN THE PLAN, AN
ENROLLMENT FORM MUST ACCOMPANY THIS REQUEST.
Complete information below, sign, UMB BANK, N.A.
date and return to SECURITIES TRANSFER
DIVISION
P.O. BOX 410064
KANSAS CITY, MO
64141-0064
ACCOUNT NAME AND ADDRESS (Please print)
_______________________________________________________________
Name(s) of Account Owner(s)
_______________________________________________________________
Mailing Address City State Zip
_______________________________________________________________
Account Number Social Security/Tax I.D. Number
Please list all attached stock certificates below:
Certificate No. Dated Number of Shares
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
TOTAL SHARES DEPOSITED ___________________
_____________________________ ________________________
Signature of Account Owner(s) Date
_____________________________ ________________________
Signature of Account Owner(s) Date
NOTE: SIGNATURE(S) MUST AGREE IN ALL RESPECTS WITH THE NAME(S)
ON STOCK CERTIFICATE(S).
To ensure against loss resulting from mailing certificates, it
is recommended certificates be mailed registered mail, properly
insured, with return receipt requested.