f8k5-22blackout.htm
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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Current
Report
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Pursuant
to Section 13 or 15(d) of the
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Securities
Exchange Act of 1934
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Date
of Report (Date of earliest event reported): May 22,
2009
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Commission
File
Number
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Registrant,
State of Incorporation,
Address
and Telephone Number
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I.R.S.
Employer
Identification
Number
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001-32206
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GREAT
PLAINS ENERGY INCORPORATED
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43-1916803
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(A
Missouri Corporation)
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1201
Walnut Street
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Kansas
City, Missouri 64106
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(816)
556-2200
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NOT
APPLICABLE
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(Former
name or former address,
if
changed since last report)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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(17
CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.04
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Temporary
Suspension of Trading Under Registrant’s Employee Benefit
Plans
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On May
22, 2009, Great Plains Energy Incorporated (“Great Plains Energy”) received the
notice required by Section 101(i)(2)(E) of the Employment Retirement Income
Security Act of 1974, as amended (“ERISA”) that activity in the Great Plains
Energy 401(k) Savings Plan (the “Savings Plan”) and the KCP&L Greater
Missouri Operations Company Retirement Investment Plan (the “Investment Plan”)
will be closed temporarily to any transactions in connection with the (i) merger
of the Investment Plan with and into the Savings Plan, and (ii) transfer of the
Savings Plan’s administration to a new service provider. The blackout
period in the Savings Plan is currently expected to begin June 23, 2009 at 3:00
p.m. Central Time and end during the week of July 5, 2009. The
blackout period in the Investment Plan is currently expected to begin June 29,
2009 at 3:00 p.m. Central time and end during the week of July 5,
2009. During these periods, participants will be unable to check
their account balances, transfer or diversify their investments (including
investments held within a self-directed brokerage account), or obtain loans,
withdrawals or distributions. The period beginning on June 23, 2009
at 3:00 p.m. Central Time and ending on the later to occur of the Savings Plan
blackout period and the Investment Plan blackout period is referred to as the
“Blackout Period”.
Because
the Plans include Great Plains Energy common stock as an investment option, on
May 22, 2009, Great Plains Energy sent a separate notice to its directors and
executive officers informing them of the Blackout Period. The notice informs
Great Plains Energy directors and executive officers that during the Blackout
Period, they will be generally prohibited from engaging in transactions
involving Great Plains Energy common stock acquired in connection with their
service to Great Plains Energy, pursuant to the requirements of Section 306 of
the Sarbanes-Oxley Act of 2002. A copy of the notice is attached as
Exhibit 99.1 and incorporated herein by reference.
During
the Blackout Period and for a period of two years after the end date thereof, a
security holder or other interested person may obtain, without charge,
information regarding the Blackout Period, including the actual end date of the
Blackout Period, by contacting Mark G. English, Assistant General Counsel and
Assistant Secretary, by telephone at (816) 556-2200 or in writing at Great
Plains Energy, 1201 Walnut, Kansas City, MO 64106.
Item
9.01
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Financial
Statements and Exhibits
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(d) Exhibit
No.
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99.1
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Notice
to Directors and Officers Concerning Limitations on Trading in Great
Plains Energy Common Stock.
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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.
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GREAT
PLAINS ENERGY INCORPORATED
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/s/
Terry Bassham
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Terry
Bassham
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Executive
Vice President- Finance & Strategic Development and Chief Financial
Officer
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Date: May
22, 2009.
Exhibit
Index
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Exhibit
No.
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Title
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99.1
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Notice
to Directors and Officers Concerning Limitations on Trading in Great
Plains Energy Common Stock.
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ex99_1.htm
Exhibit
99.1
Important
Notice Concerning Limitations on Trading in Great Plains Energy Common
Stock
1. This
notice is to inform you that activity in the Great Plains Energy 401(k) Savings
Plan (the “Savings Plan”) and the KCP&L Greater Missouri Operations Company
Retirement Investment Plan (the “Investment Plan”) will be closed temporarily to
any transactions. This closure, or “blackout period”, is being
implemented in connection with the (i) merger of the Investment Plan with and
into the Savings Plan, and (ii) transfer of the Savings Plan’s administration to
a new service provider.
2. The
blackout period in the Savings Plan is currently expected to begin June 23, 2009
at 3:00 p.m. Central Time and end during the week of July 5,
2009. The blackout period in the Investment Plan is currently
expected to begin June 29, 2009 at 3:00 p.m. Central time and end during the
week of July 5, 2009. During these periods, participants will be
unable to check their account balances, transfer or diversify their investments
(including investments held within a self-directed brokerage account), or obtain
loans, withdrawals or distributions. The period beginning on June 23,
2009 at 3:00 p.m. Central Time and ending on the later to occur of the Savings
Plan blackout period and the Investment Plan blackout period is referred to as
the “Blackout Period”.
3. Section
306 of the Sarbanes-Oxley Act of 2002 generally provides that if participants in
a 401(k) or similar plan are unable to engage in transactions with respect to
shares of the issuer held in the plan for a period of more than three business
days, the directors and officers of the issuer are similarly prohibited from
acquiring or disposing of shares of the issuer, to the extent their ownership of
those shares is attributable to their service with the
issuer. Because the Plans include Great Plains Energy common stock as
an investment option, and the Blackout Period is expected last for more than
three business days, during the Blackout Period Great Plains Energy directors
and executive officers will be generally prohibited from engaging in
transactions involving Great Plains Energy common stock acquired in connection
with their service to Great Plains Energy.
4. Generally,
during the Blackout Period, you are prohibited from directly or indirectly
purchasing equity securities of Great Plains Energy and from selling or
otherwise transferring any equity security of Great Plains Energy that you
acquired in connection with your service as an executive officer or
director. “Equity securities” are defined broadly to include options
and other derivatives. Covered transactions are not limited to those involving
your direct ownership of Great Plains Energy common stock, but include any
transaction in which you have a pecuniary interest.
5. The
prohibition covers securities acquired “in connection with service as a director
or employment as an executive officer.” This includes, among other things,
securities acquired under a compensatory plan or contract (such as under a stock
option, or a restricted stock grant) or as a direct or indirect inducement to
employment or joining the Great Plains Energy Board of Directors. Securities
acquired outside of an individual’s service as a director or executive officer
(such as shares acquired when the person was an employee but not yet an
executive officer) are not covered. However, if you hold both covered shares and
non-covered shares, any shares that you sell will be presumed to come first from
the covered shares (and thus subject to the trading blackout period) unless you
can identify the source of the sold shares and show that you use the same
identification for all related purposes (such as tax reporting and disclosure
requirements).
6. If you
engage in a transaction that violates these trading blackout period rules, you
can be required to disgorge your profits from the transaction and you could be
subject to other penalties. The rules summarized above are complex and there are
limited exemptions from the restrictions described in this notice.
7. During
the week of July 5, 2009 you may obtain, without charge, information as to
whether the Blackout Period has ended by contacting Mark G. English, Assistant
General Counsel and Assistant Secretary, by telephone at (816) 556-2200 or
in writing at Great Plains Energy, 1201 Walnut, Kansas City, MO
64106.