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________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
or
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF
THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Registrant, State of I.R.S. Employer
Commission Incorporation, Identification
File Number Address and Telephone Number Number
1-107 KANSAS CITY POWER & LIGHT COMPANY 44-0308720
(A Missouri Corporation)
1201 Walnut Street
Kansas City, Missouri 64106
(816) 556-2200
Securities registered pursuant to Section 12(g) of the Act: None.
==================================================================
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to the Form 10-K. X
- ------------------------------------------------------------------
Kansas City Power & Light Company (KCP&L and Company) hereby
amends its Form 10-K by setting forth Part III in its entirety.
Following the October 1, 2001, transition of KCP&L into a wholly
owned subsidiary of Great Plains Energy Incorporated (Great Plains
Energy), the executive officers continue to perform their
functional responsibilities on behalf of both KCP&L and Great
Plains Energy.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors
The directors of KCP&L are the same as those for Great Plains
Energy. The ten nominees listed below have consented to stand for
election to the Board of Great Plains Energy. If they are elected
to serve by the shareholders of Great Plains Energy at the Annual
Meeting on May 7, 2002, they will also be elected to the KCP&L
Board.
Nominees for Directors
Bernard J. Beaudoin Director since 1999
Mr. Beaudoin, 61, is President and Chief Executive Officer of Great
Plains Energy. He was Executive Vice President and Chief Financial
Officer from 1996-1998. Mr. Beaudoin served as a member of the
Executive Committee during 2001.
David L. Bodde Director since 1994
Dr. Bodde, 59, holds the Charles N. Kimball Chair in Technology and
Innovation at the Bloch School of Business, University of Missouri-
Kansas City. Dr. Bodde served as a director of KLT Inc., a wholly-
owned subsidiary of Great Plains Energy, and as a member of the
Audit and Governance Committees during 2001.
Mark A. Ernst Director since 2000
Mr. Ernst, 43, is President and Chief Executive Officer of H & R
Block Inc., a provider of tax preparation, investment, mortgage and
accounting services. He joined H&R Block in 1998 as Executive Vice
President and Chief Operating Officer. Previously, Mr. Ernst was
Senior Vice President with American Express. He serves on the
board of H & R Block. Mr. Ernst served on the Audit and
Compensation Committees during 2001.
Randall C. Ferguson, Jr.
Mr. Ferguson, 50, is the Customer Relations Executive for the IBM
Western Region. In addition, he is the Senior Location Executive
for the Kansas City area and the Senior State Executive for
Missouri and Kansas.
William K. Hall Director since 2000
Mr. Hall, 58, is Chairman and Chief Executive Officer of Procyon
Technologies Inc., a Chicago-based holding Company with investments
in the aerospace and defense industries. He was previously
President and Chief Executive Officer of Falcon Building Products,
Inc. Mr. Hall serves on the boards of A. M. Castle & Co., Gen Corp
and Actuant Corporation. Mr. Hall served on the Executive and
Governance Committees during 2001.
Luis A. Jimenez Director since 2001
Mr. Jimenez, 57, is Senior Vice President and Chief Strategy
Officer of Global Growth and Futures Strategy with Pitney Bowes, a
Fortune 300 provider of messaging solutions, office products and
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financial services. Previously, he was Vice President and Practice
Leader, Telecommunications and Media, Latin America for Arthur D.
Little, Inc., an international management consulting firm. Mr.
Jimenez served on the Governance Committee during 2001.
James A. Mitchell
Mr. Mitchell, 60, is the Executive Fellow, Leadership at the Center
for Ethical Business Cultures. He retired as Executive Vice
President of Marketing and Products for American Express Company in
1999 and is the former Chairman, President and Chief Executive
Officer of IDS Life Insurance Company. Mr. Mitchell served as a
director of KLT Inc., a wholly-owned subsidiary of Great Plains
Energy during 2001.
William C. Nelson Director since 2000
Mr. Nelson, 64, is Chairman of George K. Baum Asset Management, an
asset management advisor. He is also the retired Chairman of Bank
of America Midwest. He serves on the board of DST Systems.
Mr. Nelson served on the Audit and Compensation Committees during
2001.
Linda H. Talbott Director since 1983
Dr. Talbott, 61, is President of Talbott & Associates,
international consultants in strategic planning, philanthropic
management, and development to foundations, corporations, and the
nonprofit sector. Dr. Talbott served as a member of the Executive
and Governance Committees during 2001.
Robert H. West Director since 1980
Mr. West, 63, is the retired Chairman of the Board of Butler
Manufacturing Company, a supplier of non-residential building
systems, specialty components, and construction services. He
serves on the boards of Burlington Northern Santa Fe Corporation,
Commerce Bancshares, Inc., and Astec Industries, Inc. Mr. West
served as a member of the Audit and Compensation Committees during
2001.
Director Compensation
The directors of KCP&L receive the following compensation for
serving on the Boards of Great Plains Energy and KCP&L.
Compensation is paid to non-employee members of the Board. An
annual retainer of $24,000 was paid in 2001 ($9,000 of which was
used to acquire shares of Great Plains Energy Common stock through
Great Plains Energy's Dividend Reinvestment and Direct Stock
Purchase Plan on behalf of each non-employee member of the Board).
An additional retainer of $3,000 was paid to those non-employee
directors serving as chair of a committee. Attendance fees of
$1,000 for each Board meeting and $1,000 for each committee meeting
attended were also paid in 2001. Directors may defer the receipt
of all or part of the cash retainers and meeting fees.
Great Plains Energy also provides life and medical insurance
coverage for each non-employee member of the Board. The total
premiums paid by Great Plains Energy for this coverage for all
participating non-employee directors in 2001 was $19,702.00.
Executive Officers
The information with respect to executive officers of the
registrant contained in this Form 10-K under "Item 1. Business-
Executive Officers of Registrants" in incorporated herein by
reference.
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ITEM 11. EXECUTIVE COMPENSATION
Executive Officers
The Compensation Committee of the Board of Great Plains Energy,
which serves as the Compensation Committee for KCP&L, is composed
of three independent directors. The Compensation Committee
establishes and administers the policies and plans that govern
compensation for the executive officers. The Compensation
Committee's recommendations are subject to approval by non-employee
members of the Board. The Compensation Committee has not adopted a
policy concerning the Internal Revenue Service's rules on the
deductibility of compensation in excess of $1,000,000.
The executive compensation for executive officers in 2001 was
designed to attract and keep talented, key executives critical to
the Company's long-term success in a deregulated market and to
support a performance-oriented environment. Base salaries in 2001
were established on the basis of:
- job responsibilities and complexity;
- individual performance under established guidelines; and
- competitiveness for comparable positions in
companies of similar size within the industry.
The Compensation Committee also compared total executive
compensation packages with national compensation surveys including
data prepared for the Edison Electric Institute ("EEI") by
Towers Perrin.
The Company's Long- and Short-Term Incentive Compensation Plan (the
"Incentive Plan") for executive officers based on Economic Value
Added (EVA (registered trademark))(1) was designed to align the
interests of management with shareholders. If shareholder value
is increased by the amount of the annual EVA(registered trademark)
goal, bonuses are paid at a target level that varies to reflect a
participant's level of responsibility. A minimum level of
EVA(registered trademark) improvement has to be achieved before
any bonus is awarded. EVA(registered trademark) improvement above
the annual goal results in payouts above the target level. In
2001, the EVA(registered trademark) goal was below the minimum
level, and as a result no bonuses were paid.
Chief Executive Officer
In determining the base salary for Bernard J. Beaudoin, the
Chief Executive Officer in 2001, the Compensation Committee
considered:
- financial performance of the Company;
- cost and quality of services provided;
- leadership in enhancing the long-term value of the Company; and
- relevant salary data including information supplied by the EEI.
COMPENSATION COMMITTEE
William C. Nelson
Mark A. Ernst
Robert H. West
_______________________________
(1) EVA(registered trademark) is a registered trademark of Stern
Stewart & Co. in the United States of America, France, the
United Kingdom, Canada, Australia and Mexico.
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Executive Compensation
The following sets forth the executive compensation data. All
plans under which compensation was granted are the plans of Great
Plains Energy.
___________________________________________________________________
Summary Compensation Table
Annual All Other
Compensation Compensation
Name and Salary Bonus
Principal Position Year ($) ($) ($)(1)
A. Drue Jennings (2) 2001 175,000 0 56,463
Former Chairman 2000 500,000 263,968 75,568
of the Board 1999 475,000 0 67,867
Bernard J. Beaudoin 2001 400,000 0 36,971
Chairman of the Board 2000 325,000 162,535 33,174
President and Chief 1999 290,000 0 20,894
Executive Officer
Frank L. Branca 2001 200,000 0 26,135
Vice President - 2000 190,000 80,775 21,624
Generation Services - 1999 155,000 0 19,502
KCPL and President
KCPL Power Division
William H. Downey (3) 2001 250,000 0 5,645
Executive Vice 2000 65,000 54,000 698
President GPE and
President KCPL
Delivery Division
Jeanie S. Latz 2001 200,000 0 27,145
Senior Vice President 2000 180,000 83,506 19,121
Corporate Services 1999 152,000 0 17,819
and Secretary
Douglas M. Morgan 2001 190,000 0 20,990
Vice President - 2000 175,000 67,326 18,524
Information Technology 1999 160,000 0 16,828
and Support Services
____________
(1) For 2001, amounts include:
- Flex dollars under the Flexible Benefits Plan: Jennings -
$16,914; Beaudoin - $15,618; Branca - $16,922; Downey - $3,362;
Latz - $16,092; and Morgan - $15,677.
- Deferred Flex Dollars: Jennings - $25,738; Beaudoin - $12,509;
and Downey - $910
- Above-market interest paid on deferred compensation:
Jennings - $8,780;
- Beaudoin - $3,771; Branca - $3,196; Downey - $1,144; and
Latz - $4,986.
- Great Plains Energy contribution under the Great Plains Energy
Employee Savings Plus Plan: Jennings - $5,031; Beaudoin - $5,073;
Branca - $5,261; Downey - $229; Latz - $5,254; and Morgan - $5,313
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- Contribution to Deferred Compensation Plan: Branca - $756;
and Latz - $813.
(2) Mr. Jennings retired from the Company in May 2001.
(3) Mr. Downey was employed by the Company effective September 25, 2000.
_________________________________________________________________________
Option/Sar Grants In Last Fiscal Year
Individual Grants
----------------------------------------
Number
of
secur- Percent
ities of Total
under- Options/
lying SARs Granted Grant
Options/ To Employees Exercise Date
SAR Employees or Base Present
Granted In Fiscal Price Expiration Value
Name (#) Year ($/sh) Date $(1)
- ------------------- -------- ------------ -------- ---------- --------
Bernard J. Beaudoin 55,000 28% $25.55 2/6/2011 $208,441
Frank L. Branca 6,000 3% $25.55 2/6/2011 $ 22,739
William H. Downey 20,000 10% $25.55 2/6/2011 $ 75,797
Jeanie S. Latz 13,000 7% $25.55 2/6/2011 $ 49,268
Douglas M. Morgan 6,000 3% $25.55 2/6/2011 $ 22,739
(1) The grant date valuation was calculated by using the binomial
option pricing formula, a derivative of the Black-Scholes model.
The underlying assumptions used to determine the present value of
the option were as follows:
Annualized stock volatility: .25879
Time of exercise (option term): 10 years
Risk free interest rate: 5.53%
Stock price at grant: $25.55
Exercise price: $25.55
Average dividend yield: 6.37%
___________________________________________________________________
Aggregated Option/Sar Exercises In The Last Fiscal Year and Fiscal
Year-End Option/Sar Values
Value of
Number of Unexercised
Unexercised In-the-
Options/ Money Options/
Shares SARs at Fiscal SARs at Fiscal
Acquired Year-End(#) Year End ($)
on Value ----------------- ------------------
Exercise Realized Exercis- Unexer- Exercis- Unexer-
Name (#)(1) ($)(1) able cisable able cisable
- --------------- --------- -------- -------- ------- -------- --------
Frank L. Branca 31,165 $365,439 11,000 6,000 $19,731 $-2,100
(1)Includes dividends that accrued on options and were reinvested.
___________________________________________________________________
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Long-Term Incentive Plans - Awards In Last Fiscal Year
Number of Shares, Performance or Other
Units Period
or Other Rights Until Maturation or
Name (#) Payout
- ------------------- ---------------- ---------------------
Bernard J. Beaudoin 40,000 shares 4 years ending 2004
Frank L. Branca 10,000 shares 4 years ending 2004
William H. Downey 15,000 shares 4 years ending 2004
Jeanie S. Latz 10,000 shares 4 years ending 2004
Douglas M. Morgan 5,000 shares 4 years ending 2004
(1)The awards of performance shares are subject to the achievements
of a four-year EVAr target and certain individual performance
goals for each officer during the four-year period. Performance
share awards are credited to a performance share account
maintained for each participant. If at the end of the four year
period the goals have been achieved and the EVAr target has been
met, a participant will receive one share of common stock for
each performance share received.
___________________________________________________________________
Pension Plans
The Company has a non-contributory pension plan (the "Great Plains
Energy Pension Plan") for its management employees providing for
benefits upon retirement, normally at age 65. In addition, an
unfunded deferred compensation plan provides a supplemental
retirement benefit for executive officers. The following table
shows examples of single life option pension benefits (including
unfunded supplemental retirement benefits) payable upon retirement
at age 65 to the named executive officers:
Average Annual Annual Pension for
Base Salary for Years of Service Indicated
Highest ------------------------------------------
36 Months 15 20 25 30 or more
--------------- ------- ------- ------- --------
150,000 45,000 60,000 75,000 90,000
200,000 60,000 80,000 100,000 120,000
250,000 75,000 100,000 125,000 150,000
300,000 90,000 120,000 150,000 180,000
350,000 105,000 140,000 175,000 210,000
400,000 120,000 160,000 200,000 240,000
450,000 135,000 180,000 225,000 270,000
500,000 150,000 200,000 250,000 300,000
Each eligible employee with 30 or more years of credited service,
or whose age and years of service add up to 85, is entitled to a
total monthly annuity equal to 50% of their average base monthly
salary for the period of 36 consecutive months in which their
earnings were highest. The monthly annuity will be proportionately
reduced if their years of credited service are less than 30. The
compensation covered by the Great Plains Energy Pension Plan --
base monthly salary -- excludes any bonuses and other compensation.
The Great Plains Energy Pension Plan provides that pension amounts
are not reduced by Social Security benefits. The estimated
credited years of service for the named executive officers in the
Summary Compensation table are as follows:
6
Credited
Years of
Officer Service
------------------- --------
Bernard J. Beaudoin 21 years
Frank L. Branca 30 years
William H. Downey 8 months
Jeanie S. Latz 20 years
Douglas M. Morgan 23years
Eligibility for supplemental retirement benefits is limited to
officers selected by the Compensation Committee of the Board; all
the named executive officers are participants. The annual target
retirement benefit payable at the normal retirement date is equal
to 2% of highest average earnings, as defined, for each year of
credited service up to 30 (maximum of 60% of highest average
earnings). The actual retirement benefit paid equals the target
retirement benefit less retirement benefits payable under the
management pension plan. A liability accrues each year to cover
the estimated cost of future supplemental benefits.
The Internal Revenue Code imposes certain limitations on pensions
that may be paid under tax qualified pension plans. In addition to
the supplemental retirement benefits, the amount by which pension
benefits exceed the limitations will be paid outside the qualified
plan and accounted for by Great Plains Energy as an operating
expense.
___________________________________________________________________
Great Plains Energy Severance Agreements
The Company has severance agreements ("Great Plains Energy
Severance Agreements") with certain of its senior executive
officers, including the named executives, to ensure their continued
service and dedication to the Company and their objectivity in
considering on behalf of the Company any transaction which would
change the control of Great Plains Energy. Under the Great Plains
Energy Severance Agreements, a senior executive officer would be
entitled to receive a lump-sum cash payment and certain insurance
benefits during the three-year period after a Change in Control,
(or, if later, the three-year period following the consummation of
a transaction approved by Great Plains Energy's Shareholders
constituting a Change in Control) if the officer's employment was
terminated by:
- the Company other than for cause or upon death or
disability;
- the senior executive officer for "Good Reason" (as
defined in the Great Plains Energy Severance Agreements);
and
- the senior executive officer for any reason during a
30-day period commencing one year after the Change in
Control or, if later, commencing one year following
consummation of a transaction approved by Great Plains
Energy's shareholders constituting a change in control (a
"Qualifying Termination").
A Change in Control is defined as:
- an acquisition by a person or group of 20% or more
of the Great Plains Energy common stock (other than an
acquisition from or by Great Plains Energy or by a Great
Plains Energy benefit plan);
- a change in a majority of the Board; and
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- approval by the shareholders of a reorganization,
merger or consolidation (unless shareholders receive 60%
or more of the stock of the surviving Company) or a
liquidation, dissolution or sale of substantially all of
Great Plains Energy's assets.
Upon a Qualifying Termination, Great Plains Energy must make a lump-
sum cash payment to the senior executive officer of:
- the officer's base salary through the date of
termination;
- a pro-rated bonus based upon the average of the
bonuses paid to the officer for the last five fiscal
years;
- any accrued vacation pay;
- two or three times the officer's highest base salary
during the prior 12 months;
- two or three times the average of the bonuses paid
to the officer for the last five fiscal years;
- the actuarial equivalent of the excess of the
officer's accrued pension benefits including supplemental
retirement benefits computed without reduction for early
retirement and including two or three additional years of
benefit accrual service, over the officer's vested
accrued pension benefits; and
- the value of any unvested contributions for the
benefit of the officer under the Great Plains Energy
Employee Savings Plus Plan.
In addition, Great Plains Energy must offer health, disability and
life insurance plan coverage to the officer and his dependents on
the same terms and conditions that existed immediately prior to the
Qualifying Termination for two or three years, or, if earlier,
until the senior executive officer is covered by equivalent plan
benefits. Great Plains Energy must make certain "gross-up"
payments regarding tax obligations relating to payments under the
Great Plains Energy Severance Agreements as well as provide
reimbursement of certain expenses relating to possible disputes
that might arise.
Payments and other benefits under the Great Plains Energy Severance
Agreements are in addition to balances due under the Great Plains
Energy Long- and Short-Term Incentive Plan. Upon a Change in
Control (as defined in the Great Plains Energy Long-Term Incentive
Plan), all stock options granted in tandem with limited stock
appreciation rights will be automatically exercised.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Great Plains Energy is the sole shareholder of KCP&L.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this amended report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Kansas City, and State of
Missouri on the 6th day of March, 2002.
KANSAS CITY POWER & LIGHT COMPANY
By /s/Bernard J. Beaudoin
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1934, this
report has been signed below by the following persons on behalf of
the registrant and 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 )
(Principal Executive )
Officer) )
)
/s/Andrea F. Bielsker Vice President - Finance )
(Andrea F. Bielsker) Chief Financial Officer )
and Treasurer )
(Principal Financial )
Officer) )
)
/s/Neil Roadman Controller )
(Neil Roadman) (Principal Accounting )
Officer) )
)
David L. Bodde* Director ) March 6, 2002
)
Mark A. Ernst* Director )
)
William K. Hall* Director )
)
Luis A. Jimenez* Director )
)
William C. Nelson* Director )
)
Linda Hood Talbott* Director )
)
Robert H. West* Director )
*By /s/Bernard J. Beaudoin
(Bernard J. Beaudoin)
Attorney-in-Fact*
9