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Registration No.
As filed with the Securities and Exchange Commission on April 28, 1995
_________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
Kansas City Power & Light Company
(Exact name of registrant as specified in its charter)
Missouri 44-0308720
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1201 Walnut
Kansas City, Missouri 64106
(Address and Zip Code principal executive offices)
EMPLOYEE SAVINGS PLUS PLAN
______________________
Jeanie Sell Latz, Corporate Secretary
1201 Walnut
Kansas City, Missouri 64106
(Name and address of agent for service)
(816) 556-2936
(Telephone number, including area code, of agent of service)
______________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price per Offering Registration
Registered Registered Share* Price* Fee
Common Stock 1,500,000 shares $22.4375 $33,656,250 $11,605.58
without
Par Value
_________________________________________________________________________
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
*Estimated solely for purpose of determining the registration fee.
The average of the high and low prices in Common Stock on April 24, 1995,
as reported on the NYSE Composite Transaction, was $22.4375.
This employee benefit plan was originally filed pursuant to
Registration Statement No. 33-17403. Additional securities were
registered for use in the Plan pursuant to Registration Statement
No. 33-33377, Registration Statement No. 33-42187, and Registration
Statement No. 33-62942. The appropriate portions of those
Registration Statements are incorporated herein by reference.
An updated prospectus dated April 28, 1995, is being sent to
all employees participating in the Plan.
Exhibits
Exhibit
Number Description of Document
3-a *Restated Articles of Consolidation of the Company dated as of
May 5, 1992 (Exhibit 4 to Registration Statement,
Registration No. 33-54196).
3-b *By-laws of the Company, as amended and in effect on
December 31, 1993 (Exhibit 3-b to Form 10-K for the year
ended 1993).
4-a *General Mortgage and Deed of Trust dated as of December 1,
1986, between the Company and United Missouri Bank N.A.
(formerly United Missouri Bank) of Kansas City, N.A., Trustee
(Exhibit 4-bb to Form 10-K for the year ended December 31,
1986).
4-b *Third Supplemental Indenture dated as of April 1, 1991, to
Indenture dated as of December 1, 1986 (Exhibit 4-aq to
Registration Statement, Registration No. 33-42187).
4-c *Fourth Supplemental Indenture dated as of February 15, 1992,
to Indenture dated as of December 1, 1986 (Exhibit 4-y to
Form 10-K for year ended December 31, 1991).
4-d *Fifth Supplemental Indenture dated as of September 15, 1992,
to Indenture dated as of December 1, 1986 (Exhibit 4-a to
Form 10-Q dated September 30, 1992).
4-e *Sixth Supplemental Indenture dated as of November 1, 1992, to
Indenture dated as of December 1, 1986 (Exhibit 4-z to
Registration Statement, Registration No. 33-54196).
4-f *Seventh Supplemental Indenture dated as of October 1, 1993,
to Indenture dated as of December 1, 1986 (Exhibit 4-a to
Form 10-Q dated September 30, 1993).
4-g *Eighth Supplemental Indenture dated as of December 1, 1993,
to Indenture dated as of December 1, 1986 (Exhibit 4 to
Registration Statement, Registration No. 33-51799).
4-h *Ninth Supplemental Indenture dated as of February 1, 1994, to
Indenture dated as of December 1, 1986 (Exhibit 4-h to Form
10-K for year ended December 31, 1993).
4-i *Tenth Supplemental Indenture dated as of November 1, 1994, to
Indenture dated as of December 1, 1986 (Exhibit 4-i to Form
10-K for year ended December 31, 1994).
4-j *Resolution of Board of Directors Establishing 3.80%
Cumulative Preferred Stock (Exhibit 2-R to Registration
Statement, Registration No. 2-40239).
4-k *Resolution of Board of Directors Establishing 4% Cumulative
Preferred Stock (Exhibit 2-S to Registration Statement,
Registration No. 2-40239).
4-l *Resolution of Board of Directors Establishing 4.50%
Cumulative Preferred Stock (Exhibit 2-T to Registration
Statement, Registration No. 2-40239).
4-m *Resolution of Board of Directors Establishing 4.20%
Cumulative Preferred Stock (Exhibit 2-U to Registration
Statement, Registration No. 2-40239).
4-n *Resolution of Board of Directors Establishing 4.35%
Cumulative Preferred Stock (Exhibit 2-V to Registration
Statement, Registration No. 2-40239).
4-o *Certificate of Designation of Board of Directors Establishing
the $50,000,000 Cumulative No Par Preferred Stock, Auction
Series A (Exhibit 4-a to Form 10-Q dated March 31, 1992).
4-p *Indenture for Medium-Term Note Program dated as of April 1,
1991, between the Company and The Bank of New York (Exhibit
4-bb to Registration Statement, Registration No. 33-42187).
4-q *Indenture for Medium-Term Note Program dated as of
February 15, 1992, between the Company and The Bank of New
York (Exhibit 4-bb to Registration Statement, Registration
No. 33-45736).
4-r *Indenture for Medium-Term Note Program dated as of
November 15, 1992, between the Company and The Bank of New
York (Exhibit 4-aa to Registration Statement, Registration
No. 33-54196).
4-s *Indenture for Medium-Term Note Program dated as of
November 17, 1994, between the Company and Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Smith Barney Inc. (Exhibit 4-s to Form 10-K for year ended
December 31, 1994).
10-a *Copy of Wolf Creek Generating Station Ownership Agreement
between Kansas City Power & Light Company, Kansas Gas and
Electric Company and Kansas Electric Power Cooperative, Inc.
(Exhibit 10-d to Form 10-K for the year ended December 31,
1981).
10-b *Copy of Receivables Purchase Agreement dated as of
September 27, 1989, between the Company, Commercial
Industrial Trade-Receivables Investment Company and Citicorp
North America, Inc., (Exhibit 10-p to Form 10-K for year
ended December 31, 1989).
10-c *Copy of Amendment to Receivables Purchase Agreement dated as
of August 8, 1991, between the Company, Commercial Industrial
Trade-Receivables Investment Company and Citicorp North
America, Inc. (Exhibit 10-m to Form 10-K for year ended
December 31, 1991).
10-d *Long-Term Incentive Plan (Exhibit 28 to Registration
Statement, Registration 33-42187).
10-e *Copy of Indemnification Agreement entered into by the Company
with each of its officers and directors (Exhibit 10-O to Form
10-K for year ended December 31, 1986).
10-f *Copy of Executive Incentive Compensation Plan (Exhibit 10-g
to form 10-K for year ended December 31, 1986).
10-g *Copy of Severance Agreement entered into by the Company with
certain of its executive officers (Exhibit 10 to Form 10-Q
dated June 30, 1993).
10-h *Copy of Supplemental Executive Retirement and Deferred
Compensation Plan (Exhibit 10-h to Form 10-K for year ended
December 31, 1993).
10-i *Copy of $50 million Letter of Credit and reimbursement
agreement dated as of August 19, 1993, with The Toronto-
Dominion Bank (Exhibit 10-i to Form 10-K for year ended
December 31, 1993).
10-j *Copy of $56 million Letter of Credit and Reimbursement
Agreement dated as of August 19, 1993, with Societe Generale,
Chicago Branch (Exhibit 10-j to Form 10-K for year ended
December 31, 1993).
10-k *Copy of $50 million Letter of Credit and Reimbursement
Agreement dated as of August 19, 1993, with The Toronto-
Dominion Bank (Exhibit 10-k to Form 10-K for year ended
December 31, 1993).
10-l *Copy of $40 million Letter of Credit and Reimbursement
Agreement dated as of August 19, 1993, with Deutsche Bank AG,
acting through its New York and Cayman Islands Branches
(Exhibit 10-l to Form 10-K for year ended December 31, 1993).
10-m *Copy of Railcar Lease dated as of April 15, 1994, between
Shawmut Bank Connecticut, National Association, and the
Company (Exhibit 10 to Form 10-Q for period ended June 30,
1994).
10-n *Copy of Amendment No. 2 to Receivables Purchase Agreement
between the Company and Ciesco L.P. and Citicorp North
America, Inc. (Exhibit 10 to Form 10-Q for period ended
September 30, 1994).
10-o *Copy of Railcar Lease dated as of January 31, 1995, between
First Security Bank of Utah, National Association, and the
Company (Exhibit 10-o to Form 10-K for year ended
December 31, 1994).
23 Consent of Independent Accountants--Coopers & Lybrand L.L.P.
24 Powers of Attorney.
* Filed with the Securities and Exchange Commission as exhibits to
prior registration statements (except as otherwise noted) and are
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.
Copies of any of the exhibits filed with the Securities and
Exchange Commission in connection with this document may be obtained
from the Company upon written request.
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-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Kansas City,
and State of Missouri, on the 28th day of April, 1995.
KANSAS CITY POWER & LIGHT COMPANY
By /s/Drue Jennings
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/Drue Jennings Chairman of the Board and )
President (Principal Executive )
Officer) )
)
/s/John DeStefano Vice President-Finance and )
Treasurer (Principal Financial )
Officer) )
)
/s/Neil Roadman Controller (Principal )
Accounting Officer) )
)
David L. Bodde* Director )
)
William H. Clark* Director ) April 28, 1995
)
Robert J. Dineen* Director )
)
Arthur J. Doyle* Director )
)
W. Thomas Grant II* Director )
)
George E. Nettels, Jr.* Director )
)
Linda Hood Talbott* Director )
)
Robert H. West* Director )
*By /s/Drue Jennings
Attorney-in-fact
Exhibit No. 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Kansas City Power & Light Company (the Company) on Form S-8 of (i) our report
dated January 30, 1995, on our audits of the consolidated financial statements
of the Company as of December 31, 1994, and 1993, and for the years ended
December 31, 1994, 1993, and 1992, which report is included in the Company's
Annual Report on Form 10-K; and (ii) our report dated May 31, 1994, on our
audits of the financial statements of the Kansas City Power & Light Company's
Employee Savings Plus Plan as of December 31, 1993, and 1992, and for the
years ended December 31, 1993, 1992, and 1991, which report is included in
Kansas City Power & Light Company's Employee Savings Plus Plan Annual Report
on Form 11-K.
/s/Coopers & Lybrand L. L. P.
(COOPERS & LYBRAND L. L. P.)
Kansas City, Missouri
April 28, 1995
Exhibit No. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light
Company, a Missouri corporation, does hereby constitute and appoint
Drue Jennings, his 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 a Registration Statement on Form S-8 and all
amendments thereto; 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 14th day of March, 1995.
/s/David L. Bodde
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 14th day of March, 1995, 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 he
executed the same as his 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/Donna L. Wood
Notary Public
Jackson County, Missouri
My Commission Expires:
June 28, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light
Company, a Missouri corporation, does hereby constitute and appoint
Drue Jennings, his 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 a Registration Statement on Form S-8 and all
amendments thereto; 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 14th day of March, 1995.
/s/William H. Clark
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 14th day of March, 1995, before me the undersigned, a
Notary Public, personally appeared William H. Clark, 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 he executed the same as his 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
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light
Company, a Missouri corporation, does hereby constitute and appoint
Drue Jennings, his 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 a Registration Statement on Form S-8 and all
amendments thereto; 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 14th day of March, 1995.
/s/Robert J. Dineen
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 14th day of March, 1995, before me the undersigned, a
Notary Public, personally appeared Robert J. Dineen, 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 he executed the same as his 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
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light
Company, a Missouri corporation, does hereby constitute and appoint
Drue Jennings, his 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 a Registration Statement on Form S-8 and all
amendments thereto; 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 14th day of March, 1995.
/s/Arthur J. Doyle
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 14th day of March, 1995, before me the undersigned, a
Notary Public, personally appeared Arthur J. Doyle, 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 he
executed the same as his 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
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light
Company, a Missouri corporation, does hereby constitute and appoint
Drue Jennings, his 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 a Registration Statement on Form S-8 and all
amendments thereto; 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 14th day of March, 1995.
/s/W. Thomas Grant II
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 14th day of March, 1995, before me the undersigned, a
Notary Public, personally appeared W. Thomas Grant II, 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 he executed the same as his 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
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light
Company, a Missouri corporation, does hereby constitute and appoint
Drue Jennings, his 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 a Registration Statement on Form S-8 and all
amendments thereto; 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 14th day of March, 1995.
/s/George E. Nettels, Jr.
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 14th day of March, 1995, before me the undersigned, a
Notary Public, personally appeared George E. Nettels, Jr., 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 he executed the same as his 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
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light
Company, a Missouri corporation, does hereby constitute and appoint
Drue Jennings, his 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 a Registration Statement on Form S-8 and all
amendments thereto; 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 14th day of March, 1995.
/s/Linda H. Talbott
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 14th day of March, 1995, 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 he executed the same as his 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
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light
Company, a Missouri corporation, does hereby constitute and appoint
Drue Jennings, his 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 a Registration Statement on Form S-8 and all
amendments thereto; 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 20th day of March, 1995.
/s/Robert H. West
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 20th day of March, 1995, 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 he
executed the same as his 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
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 1996
April 28, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Kansas City Power & Light Company
Registration Statement on Form S-8
Ladies and Gentlemen:
Kansas City Power & Light Company hereby files through the
Securities and Exchange Commission's EDGAR System a Registration
Statement on Form S-8, including exhibits, for the registration of
additional shares of common stock in the Company's Employee Savings
Plus Plan.
The filing fee in the amount of $11,605.58 has previously been
wired to the SEC's account at Mellon Bank for the Company's
account.
Very truly yours,
/s/Jeanie Sell Latz
Jeanie Sell Latz
(816) 556-2936
JSL:jh
Conformed Copy: Mr. Charles Leber
Branch Chief
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549