AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 5, 1994.
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KANSAS CITY POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)
MISSOURI 44-0308720
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
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)
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)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE AS
DETERMINED BY MARKET CONDITIONS.
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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. / /
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE FEE
Common Stock 2,000,000
(without par value).......... shares $23.25* $46,500,000* $16,034.48
* Estimated solely for purposes of calculation of registration fee based on the
average of the high and low prices of the Common Stock on December 29, 1993,
as reported on the NYSE Composite Transactions.
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CROSS-REFERENCE SHEET
PAGE
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Available Information...................................................................................... 2
Incorporation by Reference................................................................................. 2
Summary Information, Risk Factors, and Ratio of Earnings to Fixed Charges.................................. N/A
Use of Proceeds............................................................................................ 3
Determination of Offering Price............................................................................ 7
Dilution................................................................................................... N/A
Selling Security Holders................................................................................... N/A
Plan of Distribution....................................................................................... N/A
Description of Securities to be Registered................................................................. 11
Interest of Named Experts and Counsel...................................................................... 12
Material Changes........................................................................................... N/A
P R O S P E C T U S
KANSAS CITY POWER & LIGHT COMPANY
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
COMMON STOCK
(WITHOUT PAR VALUE)
---------------------
Kansas City Power & Light Company (the "Company") is offering to its common
shareholders, employees and directors (including employees and directors of its
subsidiaries) the opportunity to purchase shares of the Company's Common Stock
(the "Common Stock") by reinvesting dividends and/or making optional cash
payments through the Dividend Reinvestment and Stock Purchase Plan (the "Plan").
The Administrator of the Plan is United Missouri Bank, n.a. (the
"Administrator"). The shares of Common Stock for the accounts of participants
may be purchased on the open market or directly from the Company.
If purchased 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. If purchased from the Company, the price of the shares
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 -- Composite
Transactions.
This Prospectus relates to 2,000,000 shares of Common Stock offered for
purchase under the Plan.
THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS JANUARY 5, 1994.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following regional offices of the Commission: New York
Regional Office, 75 Park Place, 14th Floor, New York, New York 10007 and Chicago
Regional Office, 500 W. Madison Street, 14th floor, Chicago, Illinois 60666, and
copies of such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
In addition, such reports and other information concerning the Company can be
inspected at the offices of the New York Stock Exchange and the Midwest Stock
Exchange, on which Exchanges certain securities of the Company are listed.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed with the Commission pursuant to the
Exchange Act are hereby incorporated in this Prospectus by reference and made a
part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992.
2. The Company's Quarterly Report on Forms 10-Q for the quarters ended
March 31, 1993, June 30, 1993, and September 30, 1993.
All documents filed with the Commission by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Common Stock shall be deemed
to be incorporated in this Prospectus by reference and to be part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Prospectus shall
be deemed to be modified or superseded for the purposes of this Prospectus to
the extent that a statement contained in this Prospectus or in any other
subsequently-filed document which also is or is deemed to be incorporated by
reference in this Prospectus modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, including any beneficial
owner, upon the written or oral request of any such person, a copy of any or all
of the documents referred to above which have been or may be incorporated in
this Prospectus by reference, other than certain exhibits to such documents.
Requests for such documents should be directed to Corporate Secretary, Kansas
City Power & Light Company, P.O. Box 418679, Kansas City, Missouri 64141-9679;
telephone (816) 556-2053 or 800-245-5275.
2
THE COMPANY
The Company was incorporated in Missouri in 1922 and is headquartered in
downtown Kansas City, Missouri. The Company is a medium-sized public utility
engaged in the generation, transmission, distribution and sale of electricity to
over 419,000 customers in a 4,700 square mile area located in all or portions of
23 counties in western Missouri and eastern Kansas. Customers include 368,000
residences, 49,000 commercial firms, 2,000 industries, 12 municipalities and 25
other electric utilities. Retail revenues in Missouri and Kansas accounted for
approximately 92% of the Company's total revenues in 1992. Wholesale firm power,
bulk power sales and miscellaneous electric revenues accounted for the remainder
of revenues. The Kansas City metropolitan area, from which about 95% of the
Company's retail revenues are derived, is an agribusiness center and a major
regional commercial center for wholesale, retail and service companies. The
Company's principal office is 1201 Walnut, Kansas City, Missouri 64106
(Telephone: 816-556-2200).
USE OF PROCEEDS
If the Company issues new shares of Common Stock under the Plan, the net
proceeds will be added to the general funds of the Company and used for legal
and lawful purposes.
THE PLAN
The Dividend Reinvestment and Stock Purchase Plan of the Company consists in
its entirety of the questions and answers appearing below. The Plan was adopted
by the Company's Board of Directors on November 2, 1993.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide the Company's shareholders, employees
and directors (including employees and directors of its subsidiaries), with a
simple and convenient method of investing cash dividends and/or optional cash
payments in shares of the Company's Common Stock.
ADVANTAGES AND FEATURES
2. WHAT ARE THE ADVANTAGES AND FEATURES OF THE PLAN?
- Participants may automatically reinvest all or a portion of their cash
dividends in additional shares of the Company's Common Stock.
- Participants may invest optional cash payments up to a maximum of $5,000
(minimum of $100) per Investment Date toward the purchase of additional
shares of Common Stock.
- Funds invested in the Plan are fully invested through the purchase of
whole shares, as well as fractional shares; proportionate cash dividends
on fractions of shares are used to purchase additional shares.
- Participants may deposit their certificates for shares of Common Stock
with the Administrator to be deposited into their Plan account for
safekeeping.
- Certificates for shares purchased under the Plan are held by the
Administrator and credited to each participant's Plan account.
- Statements of account are mailed to participants following each Investment
Date on which shares are purchased or sold and should be retained for tax
purposes.
3
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
The Administrator of the Plan is United Missouri Bank, n.a. In addition to
administering the Plan, the Administrator will hold shares of Common Stock
deposited in or acquired under the Plan, maintain the records of the Plan, mail
statements of account to participants, and perform other duties related to the
Plan. Participants may contact the Administrator in writing at:
United Missouri Bank, n.a.
Securities Transfer Division
P. O. Box 410064
Kansas City, Missouri 64141-0064
or by telephoning the Administrator at (816) 860-7891 between the hours of 8
a.m. and 4:30 p.m. Central Time. Written communications may also be sent to the
Administrator by telefax at (816) 221-0438.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
To be eligible to participate in the Plan a person must be
- a shareholder of record of the Company's Common Stock; or
- an employee or director (including employees and directors of the
Company's subsidiaries).
5. HOW DOES AN ELIGIBLE PERSON PARTICIPATE?
An eligible person may join the Plan at any time by signing and completing
an Authorization Form and returning it to the Administrator. An Authorization
Form may be obtained from the Administrator or the Company. Requests should be
addressed in writing to the Company at:
Kansas City Power & Light Company
Shareholder Relations Department
P. O. Box 418679
Kansas City, Missouri 64141-9679
or by telephoning the Company at (816) 556-2053 or 800-245-5275 between the
hours of 8 a.m. and 4:30 p.m. Central Time. Written communications may also be
sent to the Company by telefax at (816) 556-2418.
A participant may change the method of participation in the Plan at any time
by completing and returning a new Authorization Form.
6. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form provides for the purchase of additional shares of the
Company's Common Stock on each Investment Date through the following options:
- FULL DIVIDEND REINVESTMENT directs the Company to pay to the Administrator
the cash dividends on all shares of Common Stock currently or subsequently
registered in the participant's account and the participant is eligible,
but not required, to make optional cash payments; or
4
- PARTIAL DIVIDEND REINVESTMENT directs the Company to pay to the
Administrator the cash dividends on only that number of shares of Common
Stock registered in the participant's name and designated by the
participant in the appropriate space on the Authorization Form and the
participant is eligible, but not required, to make optional cash payments;
or
- OPTIONAL CASH PAYMENTS ONLY directs the Administrator to invest optional
cash payments in shares of Common Stock under the Plan. Cash dividends
will continue to be paid to the participants on shares held by them as
holders of record.
Participants may choose any one option. If the participant has more than one
account, a separate Authorization Form must be submitted for each account the
participant wishes to enroll in the Plan. Cash dividends on all shares held for
the participant by the Administrator in the Plan account will be reinvested in
accordance with the Plan.
DIVIDEND REINVESTMENT
7. WHEN WILL PARTICIPATION IN THE PLAN COMMENCE?
If a completed Authorization Form is received by the Administrator on or
before a quarterly record date (fixed by the Board of Directors for determining
shareholders of record entitled to receive a particular dividend), enrollment in
the Plan will commence and dividends will be reinvested for such quarter. If
Authorization Forms are received after a quarterly record date, dividends for
that quarter will be paid in cash and the investment of dividends will begin on
the next Common Stock dividend date. The quarterly record dates for Common Stock
dividends have generally been the latter part of February, May, August, and
November.
8. WHEN WILL CASH DIVIDENDS BE REINVESTED?
The reinvestment of dividends will be on or shortly after the Common Stock
dividend payment date (Investment Date). The dividend payment dates are usually
the 20th day of March, June, September, and December if such day is a business
day. Shares acquired from the Company will be purchased for the accounts of the
participants on the Investment Date. Shares acquired on the open market will be
purchased promptly by the Administrator and in no event later than ten days
after the Investment Date.
OPTIONAL CASH PAYMENTS
9. HOW ARE OPTIONAL CASH PAYMENTS MADE?
An initial optional cash payment may be made when enrolling in the Plan by
sending a valid check or money order with a completed Authorization Form.
Thereafter, optional cash payments may be made monthly by using the lower
portion of the remittance form attached to the statement of account sent to each
participant.
Participants may vary the amount of their optional cash payment and there is
no obligation to make optional cash payments on a regular basis. An optional
cash payment must be in whole dollars and may not be less than $100 or more than
$5,000. Payments of less than $100, and amounts in excess of $5,000 submitted
for investment during any one month will be returned to the participant.
10. WHEN WILL OPTIONAL CASH PAYMENTS BE INVESTED?
Optional cash payments will be invested in Common Stock on the 20th day of
the month or as soon thereafter as possible, in which case the payments will be
invested on the next succeeding business day (Investment Date). No interest will
be paid on optional cash payments. Any request for refunds of uninvested
optional cash payments will not be returned for at least 10 days.
5
PURCHASE OF SHARES THROUGH REINVESTMENT AND/OR OPTIONAL CASH PAYMENTS
11. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares to be purchased will be determined by the amount of the
participant's dividend to be invested (after deducting any required Federal
income tax withholdings) and/or the amount of optional cash payments to be
invested, if any, and the purchase price of the shares of Common Stock. Each
participant's account will be credited with the number of shares, including
fractions, equal to the total amount to be invested on behalf of such
participant on any Investment Date divided by the purchase price of the Common
Stock on that Investment Date (see Question 13 for an explanation of purchase
price calculation). A participant may not direct the Administrator to purchase a
specific number of shares for an account.
12. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares of Common Stock for the Plan will be purchased in the open market or
from the Company. Open market purchases may be made on any securities exchange
where shares of the Company's Common Stock are traded, in the over-the-counter
market or in negotiated transactions, and such terms as price, delivery, etc. as
may be determined by the Administrator. Shares purchased from the Company may be
treasury shares or authorized but unissued shares of Common Stock.
13. WHAT WILL BE THE PURCHASE PRICE OF SHARES OF COMMON STOCK PURCHASED UNDER
THE PLAN?
The Administrator will purchase shares from the Company to the extent the
Company elects to make shares available. The Administrator will purchase any
other shares required for the Plan on the open market. The price of shares
purchased from the Company will be the average of the high and low prices of the
Common Stock for the relevant Investment Date as published in the Wall Street
Journal for New York Stock Exchange-Composite Transactions. The price of shares
purchased on the open market will be the average cost of all shares purchased in
relation to the relevant Investment Date plus a nominal brokerage commission
fee. Any fraction of a cent will be rounded.
14. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PARTICIPATION IN
THE PLAN?
The Company will pay all administrative costs associated with the Plan (with
the exception of the nominal brokerage costs described in Question 13 and
Question 18).
15. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
As soon as practicable after each Investment Date on which shares are
purchased, sold, or withdrawn, participants will receive a statement of their
account. THESE STATEMENTS ARE THE PARTICIPANT'S CONTINUING RECORD OF THE COST OF
PURCHASES AND SALES AND SHOULD BE RETAINED FOR INCOME TAX PURPOSES. Each
participant will continue to receive the same communications from the Company as
prior to enrollment in the Plan. Copies of historical statements may be obtained
at a cost of $5 each.
16. WILL CERTIFICATES BE ISSUED FOR COMMON STOCK PURCHASED?
Certificates for shares of Common Stock purchased under the Plan normally
will not be issued to participants. The number of shares credited to each
participant's account under the Plan will be shown on the statement of account.
This procedure protects against loss, theft or destruction of stock
certificates.
Shares credited to your account may not be pledged as collateral.
Participants who wish to pledge shares credited to their account must request
that certificates for such shares be issued in the participant's name.
6
CERTIFICATES FOR ANY SPECIFIED NUMBER OF WHOLE SHARES CREDITED TO A
PARTICIPANT'S ACCOUNT WILL BE ISSUED IN THE PARTICIPANT'S NAME UPON WRITTEN
REQUEST TO THE ADMINISTRATOR. Because the Company does not issue partial shares,
certificates for fractions of shares will not be issued under any circumstances.
17. IN WHOSE NAME WILL THE CERTIFICATES BE REGISTERED WHEN ISSUED?
Plan accounts are maintained in the name(s) in which the participant's
certificates were registered at the time of enrollment in the Plan.
Consequently, certificates for whole shares will be similarly registered when
issued.
Upon written request, certificates for any whole number of shares can be
registered and issued in names other than the account name subject to compliance
with any applicable laws. Such request must meet the usual requirements of the
Company for the recognition of a transfer of Common Stock including a properly
guaranteed signature of the holder(s) by a commercial bank, broker, Savings &
Loan, or Credit Union who is a member of a medallion signature guarantee
program.
SALES OF SHARES
18. CAN PARTICIPANTS SELL COMMON STOCK HELD IN THE PLAN?
Participants may request in writing for the Administrator to sell any number
of whole shares credited to their Plan account. After the receipt of the
request, the Administrator will sell the shares on the next Investment Date (or
shortly thereafter during months in which dividends are paid). The participants
will receive a check for the sale proceeds less the applicable brokerage
commissions. Upon termination, participants may, if they desire, request that
all of the shares be sold, both whole and fractional.
SAFEKEEPING SERVICE FOR COMMON STOCK CERTIFICATES
19. CAN PARTICIPANTS DEPOSIT CERTIFICATES FOR SHARES OF COMMON STOCK OF THE
COMPANY INTO A PLAN ACCOUNT?
Participants may deposit certificates for shares of Common Stock of the
Company into their Plan account for the safekeeping of the certificates. The
participant will need to determine and keep a record of the cost (tax basis) of
the shares deposited with the Administrator for safekeeping. Shares placed into
a Plan account for safekeeping purposes will be treated in the same manner as
shares purchased through the Plan.
Participants who wish to deposit their Common Stock certificates of the
Company into the Plan for safekeeping must send the Common Stock certificates to
be deposited along with a properly completed Share Safekeeping Form to the
Administrator. The certificates need not be endorsed. Share Safekeeping Forms
are available from the Company or the Administrator.
20. CAN SHARES REMAIN ON DEPOSIT IF PARTICIPATION IN THE PLAN IS DISCONTINUED?
No. Upon withdrawal from the Plan, participants must elect to receive
certificates or sell the shares.
TERMINATING OR WITHDRAWING FROM THE PLAN
21. WHEN MAY A PARTICIPANT TERMINATE OR WITHDRAW FROM THE PLAN?
A participant may terminate or withdraw from the Plan at any time by
providing written instructions to the Administrator. Upon termination or
withdrawal from the Plan, participants can request a certificate for the whole
shares held in the Plan be issued. Participants terminating participation in the
Plan in this manner will receive a check for the cash value of any fractional
share held in their Plan account.
7
Alternatively, a participant may specify in the termination or withdrawal
notice that all shares, both whole and fractional, be sold. After receipt of the
termination or withdrawal notice, the Administrator will make the sale on the
next Investment Date (or shortly thereafter during months in which dividends are
reinvested) and the participant will receive a check for the proceeds less
applicable brokerage commissions.
No optional cash investments may be made after participation in the Plan has
been terminated.
22. WHEN MAY A SHAREHOLDER REJOIN THE PLAN?
Generally, an eligible shareholder may become a participant again at any
time. However, the Company reserves the right to reject any Authorization Form
from a previous participant on grounds of excessive joining and termination.
Such reservation is intended to minimize administrative expense and to encourage
use of the Plan as a long-term investment.
OTHER INFORMATION
23. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT ON ITS COMMON STOCK?
Any shares of Common Stock distributed as a result of a stock dividend or a
stock split applicable to shares credited to the Plan account of a participant
will be deposited to the participant's account.
24. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT SHAREHOLDER MEETINGS?
All shares held in the Plan for a participant will be voted as the
participant directs on a proxy which will be furnished to the participant. If a
participant does not return the proxy, such shares will not be voted.
25. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE ADMINISTRATOR UNDER THE
PLAN?
The Administrator has no responsibility with respect to the preparation and
contents of this Prospectus. The Company and the Administrator, in administering
the Plan, shall not be liable for any act done in good faith or for any good
faith omission to act. PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY
NOR THE ADMINISTRATOR CAN ASSURE PARTICIPANTS OF PROFITS, OR PROTECT
PARTICIPANTS AGAINST LOSSES, ON THE SHARES PURCHASED UNDER THE PLAN.
26. CAN THE PLAN BE MODIFIED OR DISCONTINUED?
The Company reserves the right to suspend, modify or terminate the Plan at
any time. All participants will receive written notification of any such
suspension, modification or termination. The Administrator reserves the right to
resign at any time upon reasonable written notice to the Company.
FEDERAL INCOME TAX CONSEQUENCES
27. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
The following discussion sets forth the general federal income tax
consequences of participating in the Plan; HOWEVER, BECAUSE TAX CONSEQUENCES MAY
DIFFER AMONG PARTICIPANTS IN THE PLAN, PARTICIPANTS SHOULD DISCUSS SPECIFIC TAX
QUESTIONS REGARDING PARTICIPATION IN THE PLAN WITH THEIR OWN TAX ADVISOR.
Participants in the Plan, in general, have the same federal income tax
obligations with respect to their dividends as do shareholders who are not
participants in the Plan. When dividends are reinvested in shares of Common
Stock, a participant will be treated for federal income tax purposes as having
received a taxable dividend equal to the cash dividend reinvested.
8
Shares of Common Stock purchased on the open market will have a tax basis
equal to the purchase price per share (including brokerage commissions). Shares
of Common Stock purchased from the Company will have a tax basis equal to the
price paid for the shares. Whether purchased on the open market or from the
Company, the shares will have a holding period beginning on the day following
the Investment Date.
Participants do not recognize any taxable income when they receive
certificates for whole shares credited to their accounts, either upon their
request for such certificates or upon withdrawal from or termination of the
Plan; however, participants recognize gain or loss when shares acquired under
the Plan are sold or exchanged either through the Plan at the request of
participants or by participants themselves after receipt of certificates for
shares from the Plan. Participants also recognize gain or loss when they receive
cash payments for fractional shares credited to their account, upon withdrawal
from or termination of the Plan. The amount of gain or loss is the difference
between the amount received for the fractional shares and the tax basis thereof.
In the case of a participating foreign shareholder whose dividends are
subject to federal income tax withholding or a domestic shareholder subject to
backup federal income tax withholding, the tax required to be withheld will be
deducted from the amount of any cash dividend otherwise to be applied to the
purchase of shares under the Plan, and the amount of the dividend after such
deduction will be so applied. Since any such withholding tax applies also to a
dividend on shares credited to the Plan account, only the net dividend on such
shares will be applied to the purchase of additional stock. The statement of
account sent to such participants will indicate the amount of tax withheld. The
Company cannot refund federal income tax withholding amounts. Participants
subject to such withholding should contact their tax advisors or the Internal
Revenue Service for information.
DESCRIPTION OF COMMON STOCK
The following statements contain, in summary form, certain information
relating to the Company's Common Stock. They do not purport to be complete or to
reflect or give effect to statutory law, and are intended to outline the
information presented in general terms only. Such statements are subject to the
detailed provisions of the Restated Articles of Consolidation of the Company.
DIVIDEND RIGHTS AND RESTRICTIONS
Subject to the preferential dividends of the Company's Preferred Stock and
Preference Stock, to certain provisions for the protection of holders of the
Preferred Stock and Preference Stock and to other restrictive provisions
referred to below, dividends may be paid on shares of Common Stock from funds
available for that purpose, 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 number of outstanding shares of the Preferred Stock
voting as a single class, the Company 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 distributions on, or purchase or otherwise acquire for
value, any shares of junior stock if, after giving effect thereto, the aggregate
amount expended during the 12 months then ended (a) exceeds 50% of the net
income of the Company available for dividends on junior stock for the preceding
12 months, in case the total of 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% and 25% of total capitalization, or
(c) except to the extent permitted in subparagraphs (a) and (b), would reduce
such equity below 25% of total capitalization.
9
No dividends may be declared or paid on Common Stock and no Common Stock may
be purchased or redeemed or otherwise retired for consideration (a) unless all
past and current dividends on shares of outstanding Preferred Stock and
Preference Stock have been paid or set apart for payment and (b) except to the
extent of retained earnings ("Earned Surplus").
VOTING RIGHTS
The holders of Common Stock exclusively possess full voting powers for the
election of directors (who may be voted for cumulatively) and for all other
purposes, except (a) as by statute otherwise mandatorily provided, (b) that the
consent of specified percentages of holders of outstanding shares of Preferred
Stock and Preference Stock is required to authorize certain actions which may
affect their interest, (c) that if at any time dividends on any of the
outstanding shares of Preferred Stock shall be in default in an amount
equivalent to four or more full quarterly dividends, the holders of outstanding
Preferred Stock, voting as a single class, shall be entitled (voting
cumulatively) to elect the smallest number of directors necessary to constitute
a majority of the full Board of Directors, which right shall continue in effect
until all dividend arrearages shall have been paid and (d) that if at any time
dividends on any of the outstanding shares of Preference Stock shall be in
default in an amount equivalent to four or more full quarterly dividends, the
number of members of the Board of Directors shall be increased by two and the
holders of the outstanding shares of Preference Stock, voting as a single class,
shall be entitled (voting cumulatively) to elect the two additional directors,
which right shall continue in effect until all dividend arrearages shall have
been paid.
LIQUIDATION RIGHTS
In the event of voluntary dissolution or liquidation of the Company, after
there shall have been paid to or set aside for the holders of shares of
outstanding Preferred Stock and Preference Stock the full preferential amounts
of which they are respectively entitled, the holders of outstanding shares of
Common Stock shall be entitled to receive pro rata, according to the number of
shares held by each, the remaining assets of the Company available for
distribution.
PREEMPTIVE RIGHTS
No holder of outstanding shares of Common Stock has any preemptive right to
subscribe for or acquire any shares of stock or any securities of any kind
issued by the Company.
LIABILITY TO ASSESSMENT
The outstanding shares of Common Stock of the Company when issued in
accordance with the terms of the offering referred to herein, will be, fully
paid and nonassessable.
EXPERTS
The financial statements and schedules included in the Company's latest
Annual Report on Form 10-K, incorporated by reference in this Prospectus, have
been examined by Coopers & Lybrand, independent public accountants, as indicated
in their reports with respect thereto, and are included herein, in reliance upon
the authority to said firm as experts in giving said reports.
LEGAL OPINIONS
The validity of the newly issued shares of Common Stock of the Company will
be passed upon by Samuel P. Cowley, Senior Vice President-Corporate Affairs and
Chief Legal Officer of the Company. At December 30, 1993, Mr. Cowley owned
beneficially 9,477 shares of the Company's Common Stock and held options to
purchase 13,500 additional shares.
10
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 351.355 of the Missouri Business and General Corporation Law
concerning indemnification ("Indemnification Statute") provides for
indemnification of corporate directors and officers by a corporation under
certain circumstances as therein specified including all expenses, counsel fees,
judgments, fines and amounts paid in settlement reasonably incurred in
connection with or arising out of any action, suit, proceeding or claim in which
he is made a party by reason of his being, or having been, such director or
officer. The Indemnification Statute further permits the Company to provide
indemnification in addition to that authorized under the Indemnification
Statute. The Company's Restated Articles of Consolidation provide broader
indemnification than set forth in the Indemnification Statute. The Company has
entered into agreements with its officers and directors which also provide
broader indemnification than set forth in the Indemnification Statute.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
11
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR INCORPORATED BY
REFERENCE, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THESE SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION IN SUCH STATE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT INFORMATION IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS
PAGE
-----
Available Information.......................... 2
Incorporation of Certain Information by
Reference..................................... 2
The Company.................................... 3
Use of Proceeds................................ 3
The Plan....................................... 3
Description of Common Stock.................... 9
Experts........................................ 10
Legal Opinions................................. 10
Indemnification for Security Act Liabilities... 11
KANSAS CITY POWER &
LIGHT COMPANY
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
COMMON STOCK
---------------------
PROSPECTUS
---------------------
DATED JANUARY 5, 1994
- -------------------------------------------
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- -------------------------------------------
-------------------------------------------
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS.
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
If the Company issues new shares of Common Stock under the Plan, expenses
(other than the SEC registration fee paid herewith) will be minimal.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 351.355 RSMo 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, judgements, 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
interest 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
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.
3. 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.
II-1
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 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.
II-2
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 351.355 RSMo (1986).
ARTICLE XIII OF THE RESTATED ARTICLES OF CONSOLIDATION 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 THIRTEENTH. 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.
(b) RIGHTS NOT EXCLUSIVE. The indemnification and other rights provided by
this ARTICLE THIRTEENTH 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 THIRTEENTH after the date of
approval of this ARTICLE THIRTEENTH by the Company's shareholders need not be
further approved by the shareholders of the Company in order to be fully
effective and enforceable.
(c) 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 THIRTEENTH.
(d) AMENDMENT. This ARTICLE THIRTEENTH 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).
II-3
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ----------- --------------------------------------------------------------------------------------------------
4-a * Indenture dated as of December 1, 1946, between the Company and Continental Illinois National Bank
and Trust Company of Chicago (now named Continental Bank, N.A.) and George G. Moore, Trustees
(Exhibit 7-D to Registration Statement, Registration No. 2-6815).
4-b * Appointment of Louis D. Thorne as successor Individual Trustee (Exhibit 4-B-3 to Registration
Statement, Registration No. 2-9974).
4-c * Appointment of B. M. Lamberson as successor Individual Trustee (Exhibit 2-H to Registration
Statement, Registration No. 2-15880).
4-d * Fifteenth Supplemental Indenture dated as of June 1, 1975, to Indenture dated as of December 1,
1946 (Exhibit 2-Q to Registration Statement No. 2-60737).
4-e * Nineteenth Supplemental Indenture dated as of August 1, 1977, to Indenture dated as of December 1,
1946 (Exhibit 2-T to Registration Statement No. 2-60072).
4-f * Twenty-Ninth Supplemental Indenture dated as of December 22, 1993, to Indenture dated as of
December 1, 1946 (Exhibit 4-aa to Registration Statement No. 2-89463).
4-g * Appointment of J. L. Miller as successor Individual Trustee (Exhibit 2-U to Registration
Statement, Registration No. 2-60072).
4-h * Appointment of J. S. Missman as successor Individual Trustee (Exhibit 4-X to Registration
Statement 2-71334).
4-i * General Mortgage Indenture and Deed of Trust dated as of December 1, 1986, between the Company and
United Missouri Bank of Kansas City, n.a. (Exhibit 4-bb to Form 10-K for year ended December 31,
1986).
4-j * Third Supplemental Indenture dated as of April 1, 1991, to General Mortgage Indenture and Deed of
Trust dated as of December 1, 1986, between the Company and United Missouri Bank of Kansas City,
N.A. (Exhibit 4-aa to Registration Statement No. 33-42187).
4-k * Fourth Supplemental Indenture dated as of February 15, 1992, to General Mortgage Indenture and
Deed of Trust dated as of December 1, 1986, between the Company and United Missouri Bank, n.a.
(Exhibit 4-y to Form 10-K for year ended December 31, 1991).
4-l * Fifth Supplemental Indenture dated as of September 15, 1992, to General Mortgage Indenture and
Deed of Trust dated as of December 1, 1986, between the Company and United Missouri Bank, n.a.
(Exhibit 4-a to Form 10-Q dated September 30, 1992).
4-m * Sixth Supplemental Indenture dated as November 1, 1992, to General Mortgage Indenture and Deed of
Trust dated as of December 1, 1986, between the Company and United Missouri Bank, n.a. (Exhibit
4-z to Registration Statement, Registration No. 33-54196).
4-n * Seventh Supplemental Indenture dated as October 1, 1993, to General Mortgage Indenture and Deed of
Trust dated as of December 1, 1986, between the Company and United Missouri Bank, n.a. (Exhibit
4-a to Form 10-Q dated September 30, 1993).
4-o Eighth Supplemental Indenture dated as December 1, 1993, to General Mortgage Indenture and Deed of
Trust dated as of December 1, 1986, between the Company and United Missouri Bank, n.a.
4-p * Note Indenture 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).
II-4
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ----------- --------------------------------------------------------------------------------------------------
4-q * Note Indenture dated as of February 15, 1992, between the Company and The Bank of New York
(Exhibit 4-bb to Registration Statement No. 33-45736).
4-r * Note Indenture 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 * Resolution of Board of Directors Establishing 3.80% Cumulative Preferred Stock (Exhibit 2-R to
Registration Statement, Registration No. 2-40239).
4-t * Resolution of Board of Directors Establishing 4% Cumulative Preferred Stock (Exhibit 2-S to
Registration Statement, Registration No. 2-40239).
4-u * Resolution of Board of Directors Establishing 4.50% Cumulative Preferred Stock (Exhibit 2-T to
Registration Statement, Registration No. 2-40239).
4-v * Resolution of Board of Directors Establishing 4.20% Cumulative Preferred Stock (Exhibit 2-U to
Registration Statement, Registration No. 2-40239).
4-w * Resolution of Board of Directors Establishing 4.35% Cumulative Preferred Stock (Exhibit 2-V to
Registration Statement, Registration No. 2-40239).
4-x * 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).
5 Opinion Re Legality.
23-a Consent of Counsel.
23-b Consent of Independent Public Accountants.
24 Powers of Attorney.
ITEM 9. 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 15, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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 registration
statement or amendments 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 3rd day of January, 1994.
KANSAS CITY POWER & LIGHT COMPANY
By /s/_DRUE JENNINGS
-----------------------------------
(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)
(Drue Jennings)
/s/B. J. BEAUDOIN Senior Vice President-Finance
- ------------------------------------------------------ (Principal Financial Officer)
(B. J. Beaudoin)
/s/NEIL ROADMAN Controller (Principal Accounting
- ------------------------------------------------------ Officer)
(Neil Roadman)
WILLIAM H. CLARK*
- ------------------------------------------------------ Director
(William H. Clark)
ROBERT J. DINEEN*
- ------------------------------------------------------ Director
(Robert J. Dineen)
ARTHUR J. DOYLE*
- ------------------------------------------------------ Director
(Arthur J. Doyle)
JANUARY 3, 1994
W. THOMAS GRANT II*
- ------------------------------------------------------ Director
(W. Thomas Grant II)
GEORGE E. NETTELS, JR.*
- ------------------------------------------------------ Director
(George E. Nettels, Jr.)
GEORGE A. RUSSELL*
- ------------------------------------------------------ Director
(George A. Russell)
LINDA HOOD TALBOTT*
- ------------------------------------------------------ Director
(Linda Hood Talbott)
ROBERT H. WEST*
- ------------------------------------------------------ Director
(Robert H. West)
*By /s/DRUE JENNINGS
--------------------------------------------------
(Drue Jennings)
ATTORNEY-IN-FACT
Exhibit 4-o
EIGHTH SUPPLEMENTAL INDENTURE
KANSAS CITY POWER & LIGHT COMPANY
UNITED MISSOURI BANK, N.A.
DATED AS OF DECEMBER 1, 1993
CREATING A MORTGAGE BOND
SERIES 1993B
SUPPLEMENTAL TO GENERAL MORTGAGE INDENTURE AND
DEED OF TRUST DATED AS OF DECEMBER 1, 1986
EIGHTH SUPPLEMENTAL INDENTURE, dated as of October 1, 1993, between KANSAS
CITY POWER & LIGHT COMPANY, a Missouri corporation ("Company"), and UNITED
MISSOURI BANK, N.A. (formerly United Missouri Bank of Kansas City, N.A.), as
Trustee ("Trustee") under the Indenture hereinafter mentioned.
WHEREAS, all capitalized terms used in this Supplemental Indenture have the
respective meanings set forth in the Indenture;
WHEREAS, the Company has heretofore executed and delivered to the Trustee a
General Mortgage Indenture and Deed of Trust ("Indenture"), dated as of December
1, 1986, to secure Mortgage Bonds issued by the Company pursuant to the
Indenture, unlimited in aggregate principal amount except as therein otherwise
provided.
WHEREAS, the Company has heretofore executed and delivered to the Trustee,
a First Supplemental Indenture, dated as of December 1, 1986, creating a first
series of Mortgage Bonds;
WHEREAS, the Company has heretofore executed and delivered to the Trustee,
a Second Supplemental Indenture, dated as of April 1, 1988, creating a second
series of Mortgage Bonds;
WHEREAS, the Company has heretofore executed and delivered to the Trustee a
Third Supplemental Indenture, dated as of April 1, 1991, creating a third series
of Mortgage Bonds;
WHEREAS, the Company has heretofore executed and delivered to the Trustee a
Fourth Supplemental Indenture, dated as of February 15, 1992, creating a fourth
series of Mortgage Bonds;
WHEREAS, the Company has heretofore executed and delivered to the Trustee a
Fifth Supplemental Indenture, dated as of September 1, 1992, creating a fifth
series of Mortgage Bonds;
WHEREAS, the Company has heretofore executed and delivered to the Trustee a
Sixth Supplemental Indenture, dated as of November 1, 1992, creating a sixth
series of Mortgage Bonds;
WHEREAS, the Company has heretofore executed and delivered to the Trustee a
Seventh Supplemental Indenture, dated as of October 1, 1993, creating a seventh
series of Mortgage Bonds;
WHEREAS, the Company desires in and by this Supplemental Indenture to
create a eighth series of Mortgage Bonds to be issued under the Indenture, to
designate such series, to set forth the maturity date, interest rate or rates
and the form and other terms of such Mortgage Bonds;
1
WHEREAS, all acts and things necessary to make this Supplemental Indenture,
when duly executed and delivered, a valid, binding and legal instrument in
accordance with its terms and for the purposes herein expressed, have been done
and performed; and the execution and delivery of this Supplemental Indenture
have been in all respects duly authorized;
NOW, THEREFORE, in consideration of the premises and in further
consideration of the sum of One Dollar in lawful money of the United States of
America paid to the Company by the Trustee at or before the execution and
delivery of this Supplemental Indenture, the receipt whereof is hereby
acknowledged, and of other good and valuable consideration, it is agreed by and
between the Company and the Trustee as follows:
ARTICLE I.
MORTGAGE BOND SERIES 1993B
SECTION 1. (a) There is hereby created a eighth series of Mortgage
Bonds to consist of one Mortgage Bond issued under and secured by the Indenture,
to be designed as "Mortgage Bond Series 1993B" of the Company ("Bond of the
Eighth Series").
(b) The Bond of the Eighth Series shall be issued in the principal amount
of $79,480,000, but the principal amount of the Bond of the Eighth Series
actually outstanding as of any particular time shall be equal to the principal
amount of securities titled "City of Burlington, Kansas Environmental
Improvement Revenue Refunding Bonds (Kansas City Power & Light Company Project)
Market-Adjusted Tax Exempt Securities--$40,000,000 Series 1993A and $39,480,000
Series 1993B" ("Revenue Bonds") which at such particular time are outstanding
under the Indenture of Trust dated as of December 1, 1993, ("Revenue Bond
Indenture"), between the City of Burlington, Kansas and The Bank of New York,
as trustee ("Revenue Bond Trustee").
(c) The Bond of the Eighth Series shall be a registered Bond without
coupons and shall be dated December 2, 1993. The Bond of the Eighth Series
shall mature December 1, 2023, subject to prior redemption pursuant to Section
3.
(d) Interest will accrue on the unpaid portion of the principal of the
Bond of the Eighth Series from the last date to which interest was paid, or if
no interest has been paid from the date of the original issuance of the Bond of
the Eighth Series until the entire principal amount of the Bond of Eighth Series
is paid. The Bond of the Eighth Series shall bear interest at the rate or rates
per annum born by the Revenue Bonds as provided for in Section 2.02 of the
Revenue Bond Indenture and in the Revenue Bonds and interest shall be paid on
the date or dates on which, and at the same place or places as, interest is
payable on the Revenue Bonds.
(e) The payment or payments of principal of the Bond of the Eighth Series
shall be equal to the principal amount of, and any premium on, the Revenue Bonds
which is due and payable under the Revenue Bond Indenture and shall be payable
2
on the date or dates on which, and at the same place or places as, the principal
of, and any premium on such Revenue Bonds.
(f) The Mortgage Bond shall be subject to redemption at the same times and
in the same amounts as the Revenue Bonds.
(g) The principal amount of and interest on the Bond of the Eighth Series
shall be payable in lawful money of the United States of America.
SECTION 2. At such time or times as the Revenue Bond Trustee shall
deliver a certificate signed by a Responsible Officer, as defined by the Revenue
Bond Indenture stating that all or a portion of the principal amount of the
Revenue Bonds have been redeemed or otherwise deemed to have been paid, the
principal amount of the Bond of the Eighth Series shall be reduced by such
specific principal amount, and such specific principal amount shall be deemed
for all purposes of the Indenture, including Article IV and Article XI of the
Indenture, to be Retired Bonds.
SECTION 3. If the Revenue Bonds, shall become immediately due and
payable, pursuant to the provisions of the first paragraph of Section 8.02 of
the Revenue Bond Indenture (by reason of the occurrence and continuance of an
"Event of Default" under paragraph (a), (b) or (c) of Section 8.01 of the
Revenue Bond Indenture), the Bond of the Eighth Series shall be subject to
redemption in whole. The Trustee shall redeem the Bond of the Eighth Series
upon receipt of a written notice (hereinafter referred to as the "Notice") from
the Revenue Bond Trustee stating that the Revenue Bonds have become immediately
due and payable. The Notice shall direct the Trustee to call the Bond of the
Eighth Series for redemption. No notice of redemption of the Bond of the Eighth
Series shall be required in connection with such redemption and the Notice shall
also contain a waiver by the Revenue Bond Trustee, as holder of the Bond of the
Eighth Series of any notice of redemption as may be required under Article IX of
the Indenture. The Bond of the Eighth Series shall be redeemed in whole
immediately upon the receipt by the Trustee of such Notice. The Trustee may
conclusively presume the statements contained in the Notice to be correct. Any
such redemption of the Bond of the Eighth Series shall be at a redemption price
equal to the principal amount of the Bond of the Eighth Series together with
accrued interest to the redemption date, and such amount shall become and be due
and payable immediately. The Company hereby covenants that, if a Notice shall
be delivered to the Trustee, the Company will deposit immediately with the
Trustee, in accordance with Article IX of the Indenture, an amount in cash
sufficient to redeem the Bond of the Eighth Series so called for redemption.
SECTION 4. The Bond of the Eighth Series is not transferable except to
a successor Revenue Bond Trustee under the Revenue Bond Indenture.
SECTION 5. (a) The Bond of the Eighth Series shall be pledged by the
Company with and delivered to the Revenue Bond Trustee to secure payment of the
principal of, premium, if any, and interest on the Revenue Bonds for the benefit
of the owners and beneficial owners from time to time of the Revenue Bonds.
(b) The obligation of the Company to make any payment of the principal of
or any premium or interest on the Bond of the Eighth Series shall be fully or
3
partially, as the case may be, paid, deemed to have been paid or otherwise
satisfied and discharged to the extent that at the time any such payment shall
be due, the then due principal of and any premium or interest on the Revenue
Bonds shall have been fully or partially paid, deemed to have been paid or
otherwise satisfied and discharged.
(c) The Trustee shall conclusively presume that the obligation of the
Company to make payments of the principal of or any premium or interest on the
Bond of the Eighth Series shall have been fully paid, deemed to have been paid
or otherwise satisfied and discharged when due unless and until the Trustee
shall have received written notice from the Revenue Bond Trustee, signed by a
Responsible Officer (as defined in the Revenue Bond Indenture), stating that the
payments of principal of and premium or interest on the Revenue Bonds specified
in such notice were not fully paid, deemed to have been paid or otherwise
satisfied and discharged when due and remain unpaid at the date of such notice.
SECTION 6. The form of the Bond of the Eighth Series shall be
substantially as follows:
4
(FORM OF BOND OF THE EIGHTH SERIES)
KANSAS CITY POWER & LIGHT COMPANY
MORTGAGE BOND SERIES 1993B
$79,480,000
Bond Number R-1
Kansas City Power & Light Company, a Missouri corporation ("Company"), for
value received, hereby promises to pay to The Bank of New York as Trustee under
the Indenture dated as of December 1, 1993, between the City of Burlington,
Kansas, and such Trustee ("Revenue Bond Indenture"), or the successor Trustee
under the Revenue Bond Indenture, the sum of $79,480,000 or, if less, the
aggregate unpaid principal amount of all City of Burlington, Kansas
Environmental Improvement Revenue Refunding Bonds (Kansas City Power & Light
Company Project) Market-Adjusted Tax Exempt Securities--$40,000,000 Series 1993A
and $39,480,000 Series 1993B ("Revenue Bonds") outstanding under the Revenue
Bond Indenture. The payment of principal, premium, or interest on the Bond
shall be equal to the principal amount of, any premium on, and interest due on
the Revenue Bonds as set forth in the Revenue Indenture. The principal of and
any premium or interest on this Bond of the Eighth Series are payable in lawful
money of the United States of America.
THIS BOND OF THE EIGHTH SERIES IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR
TRUSTEE UNDER THE REVENUE BOND INDENTURE.
The obligation of the Company to make any payment of the principal of or
any premium or interest on this Bond of the Eighth Series shall be fully or
partially, as the case may be, paid, deemed to have been paid or otherwise
satisfied and discharged to the extent that at the time any such payment shall
be due, the then due principal of and any premium or interest on the Revenue
Bonds shall have been fully or partially paid, deemed to have been paid or
otherwise satisfied and discharged.
This Bond of the Eighth Series is one, of the series hereinafter specified,
of the bonds of the Company ("Bonds") known as its "Mortgage Bonds," issued and
to be issued in one or more series under and secured by a General Mortgage
Indenture and Deed of Trust dated as of December 1, 1986 ("Indenture"), duly
executed by the Company to United Missouri Bank, N.A., (formerly United Missouri
Bank of Kansas City, N.A.) Trustee ("Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the property mortgaged and pledged, the nature and extent of the security, the
terms and conditions upon which the Bonds are, and are to be, issued and
secured, and the rights of the owners of the Bonds and of the Trustee in respect
of such security, and the prior liens to which the security for the Bonds are
junior; capitalized terms used in this Bond of the Eighth Series have the
respective meanings set forth in the Indenture. As provided in the Indenture,
the Bonds may be various principal sums, are issuable in series, may mature at
different times,
5
may bear interest at different rates and may otherwise vary as therein provided;
and this Bond of the Eighth Series is the only one of the series entitled
"Mortgage Bond Series 1993B," created by a Eighth Supplemental Indenture dated
as of December 1, 1993, as provided for in the Indenture. With the consent of
the holders of more than 50% in aggregate principal amount of the Outstanding
Bonds, the Company and the Trustee may from time to time and at any time, enter
into a Supplemental Indenture for the purpose of adding any provisions to or
changing in any manner or eliminating any provision of the Indenture or of any
Supplemental Indenture or of modifying in any manner the rights of the holders
of the Bonds and any coupons; PROVIDED, HOWEVER, that (i) no such Supplemental
Indenture shall, without the consent of the holder of each Outstanding Bond
affected thereby (A) extend the fixed maturity of any Bonds, change any terms of
any sinking fund or analogous fund or conversion rights with respect to any
Bonds, or reduce the rate or rates or extend the time of payment of interest
thereon, or reduce the principal amount thereof, or, subject to certain
exceptions, limit the right of a holder of Bonds to institute suit for the
enforcement of payment of principal of or any premium or interest on such Bonds
in accordance with the terms of said Bonds, or (B) reduce the aforesaid
percentage of Bonds, the holders of which are required to consent to any such
Supplemental Indenture, or (C) permit the creation by the Company of any Prior
Lien, and (ii) no such action which would affect the rights of the holders of
Bonds of only one series may be taken unless approved by the holders of more
than 60% in aggregate principal amount of the Outstanding Bonds of such series
affected, but if any such action would affect the Bonds of two or more series,
the approval of such action on behalf of the holders of Bonds of such two or
more series may be effected by holders of more than 60% in aggregate principal
amount of the Outstanding Bonds of such two or more series, which need not
include 60% in principal amount of Outstanding Bonds of each of such series;
PROVIDED, HOWEVER, that, in no event shall such action be effective unless
approved by holders of more than 50% in aggregate principal amount of all the
then Outstanding Bonds of all such series.
In the event that this Bond of the Eighth Series shall not be presented for
payment when all Revenue Bonds issued are no longer outstanding under the
Revenue Bond Indenture, then all liability of the Company to the Registered
Holder of this Bond of the Eighth Series for the payment of the principal hereof
and any premium or interest hereon shall forthwith cease, determine and be
completely discharged and the right of such Registered Holder of this Bond of
the Eighth Series for the payment of the principal hereof and any premium or
interest hereon shall forthwith cease, determine and be completely discharged
and such Registered Holder shall no longer be entitled to any lien or benefit of
the Indenture.
In case an event of Default shall occur, the principal of this Bond of the
Eighth Series may become or be declared due and payable in the manner, with the
effect and subject to the conditions provided in the Indenture.
This Bond of the Eighth Series is transferable by the Registered Holder
hereof in person or by attorney duly authorized in writing, only to a successor
to the Revenue Bond Trustee under the Revenue Bond Indenture, at the principal
office of the Trustee in Kansas City, Missouri, (or at the principal office of
any successor in trust), upon surrender and cancellation of this Bond of the
Eighth Series, and upon any such transfer a new registered Bond of the Eighth
6
Series without coupons of the same series for the same principal amount will be
issued to the transferee in exchange herefor.
The Company and the Trustee may deem and treat the person in whose name
this Bond of the Eighth Series is registered as the absolute owner hereof for
the purpose of receiving payment and for all other purposes, and neither the
Company nor the Trustee shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or any premium
or interest on this Bond of the Eighth Series, or for any claim based hereon or
otherwise in respect hereof or of the Indenture or any Supplemental Indenture,
against any incorporator, stockholder, director or officer, past, present or
future, of the Company or of any predecessor corporation, as such, either
directly or through the Company or of any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
of incorporators, stockholders, directors and officers being waived and released
by every owner hereof by the acceptance of this Bond of the Eighth Series and as
part of the consideration for the issue hereof, and being likewise waived and
released by the terms of the Indenture.
This Bond of the Eighth Series shall not be valid or become obligatory for
any purpose unless and until the certificate of authentication hereon shall have
been executed by the Trustee or its successor in trust under said Indenture.
IN WITNESS WHEREOF, KANSAS CITY POWER & LIGHT COMPANY has caused this Bond
of the Eighth Series to be executed in its name by the manual or facsimile
signature of its Chairman of the Board or its President or one of its Vice
Presidents, and its corporate seal to be impressed or imprinted hereon and
attested by the manual or facsimile signature of its Secretary or one of its
Assistant Secretaries.
KANSAS CITY POWER & LIGHT COMPANY,
Dated: By____________________________
Authorized Signature
________________________________
Attest:
________________________________
Secretary or Assistant Secretary
7
The form of Trustee's certificate to appear on the Bond of the Eighth
Series shall be substantially as follows:
(FORM OF TRUSTEE'S CERTIFICATE)
This Bond of the Eighth Series is the Bond of the series designated
therein, described in the within-mentioned Indenture and Eighth Supplemental
Indenture.
UNITED MISSOURI BANK, N.A.,
as Trustee,
By_____________________________
Authorized Signature
ARTICLE II.
ISSUE OF BOND OF THE EIGHTH SERIES.
SECTION 1. The Bond of the Eighth Series may be executed, authenticated
and delivered as permitted by the provisions of ARTICLE III, IV, V or VI of the
Indenture.
ARTICLE III.
THE TRUSTEE.
SECTION 1. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or the due execution hereof by the Company, or for or in respect of
the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.
Except as herein otherwise provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by
reason of this Supplemental Indenture other than as set forth in the Indenture;
and this Supplemental Indenture is executed and accepted on behalf of the
Trustee, subject to all the terms and conditions set forth in the Indenture, as
fully to all intents as if the same were herein set forth at length.
8
ARTICLE IV.
MISCELLANEOUS PROVISIONS.
SECTION 1. Except insofar as herein otherwise expressly provided, all the
provisions, definitions, terms and conditions of the Indenture, as amended,
shall be deemed to be incorporated in, and made a part of, this Supplemental
Indenture; and the Indenture as supplemented and amended by this Supplemental
Indenture is in all respects ratified and confirmed; and the Indenture, as
amended, and this Supplemental Indenture shall be read, taken and construed as
one and the same instrument.
SECTION 2. Nothing in this Supplemental Indenture is intended, or shall
be construed to give to any person or corporation, other than the parties hereto
and the holders of Bond of the Eighth Series issued and to be issued under and
secured by the Indenture, any legal or equitable right, remedy or claim under or
in respect of this Supplemental Indenture, or under any covenant, condition or
provision herein contained, all the covenants, conditions and provisions of this
Supplemental Indenture being intended to be, and being, for the sole and
exclusive benefit of the parties hereto and of the holders of Bond of the Eighth
Series issued and to be issued under the Indenture and secured thereby.
SECTION 3. All covenants, stipulations and agreements in this
Supplemental Indenture contained by or on behalf of the Company shall bind and
(subject to the provisions of the Indenture, as amended) inure to the benefit of
its successors and assigns, whether so expressed or not.
SECTION 4. The headings of the several Articles of this Supplemental
Indenture are inserted for convenience of reference, and shall not be deemed to
be any part hereof.
SECTION 5. This Supplemental Indenture may be executed in any number of
counterparts, and each of such counterparts shall together constitute but one
and the same instrument.
9
IN WITNESS WHEREOF, KANSAS CITY POWER & LIGHT COMPANY has caused this
Supplemental Indenture to be executed by its Chairman of the Board or one of its
Vice Presidents and its corporate seal to be hereunto affixed, duly attested by
its Secretary or one of its Assistant Secretaries, and UNITED MISSOURI BANK,
N.A., as Trustee as aforesaid, has caused the same to be executed by its
President or one of its Vice Presidents and its corporate seal to be hereunto
affixed, duly attested by one of its Assistant Secretaries, as of the day and
year first above written.
KANSAS CITY POWER & LIGHT COMPANY,
By /s/B. J. Beaudoin
------------------------
(B. J. Beaudoin)
ATTEST:
/s/Jeanie Sell Latz
- --------------------------
(Jeanie Sell Latz)
UNITED MISSOURI BANK, N.A.,
By /s/Frank C. Bramwell
------------------------
(Frank C. Bramwell)
ATTEST:
/s/R. William Bloemker
- --------------------------
(R. William Bloemker)
10
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 29th day of November, 1993, before me, a Notary Public in and for
said County in the State aforesaid, personally appeared B. J. Beaudoin, to me
personally known, who, being by me duly sworn, did say that he is Senior Vice
President-Finance and Chief Financial Officer of KANSAS CITY POWER & LIGHT
COMPANY, a Missouri corporation, one of the corporations described in and which
executed the foregoing instrument, that the seal affixed to the foregoing
instrument is the corporate seal of said corporation, and that said instrument
was signed and sealed on behalf of said corporation by authority of its Board of
Directors; and said B. J. Beaudoin acknowledged said instrument and the
execution thereof to be the free and voluntary act and deed of said corporation
by it voluntary executed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the County and State aforesaid the day and year first above written.
/s/Jane C. Rosenthal
---------------------------
Jane C. Rosenthal
Notary Public, Clay
County, Missouri
(SEAL)
My commission expires
February 25, 1995
11
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 29th day of November, 1993, before me, a Notary Public in and for
said County in the State aforesaid, personally appeared Frank C. Bramwell, to me
personally known, who, being by me duly sworn, did say that he is a Vice
President of UNITED MISSOURI BANK, N.A., a national banking association
organized and existing under the laws of the United States of America, one of
the corporations described in and which executed the foregoing instrument, that
the seal affixed to the foregoing instrument is the corporate seal of said
corporation, and that said instrument was signed and sealed on behalf of said
corporation by authority of its Board of Directors; and said Frank C. Bramwell
acknowledged said instrument and the execution thereof to be the free and
voluntary act and deed of said corporation by it voluntary executed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the County and State aforesaid the day and year first above written.
/s/Janee C. Rosenthal
----------------------------
Janee C. Rosenthal
Notary Public, Clay
County, Missouri
(SEAL)
My commission expires
February 25, 1995
12
Exhibit 5
January 3, 1994
Kansas City Power & Light Company
1201 Walnut
Kansas City, Missouri 64106
Gentlemen:
You have requested my opinion in connection with Registration Statement to
be filed with the Securities and Exchange Commission, on Form S-3, under the
Securities Act of 1933, as amended, for registration under said Act of
participation in the Dividend Reinvestment and Stock Purchase Plan ("Plan") of
Kansas City Power & Light Company (the "Company") and shares of Common Stock,
without par value, to be purchased with contributions to the Plan.
As Senior Vice President and Chief Legal Officer for the Company, I am
familiar with the corporate proceedings relating to the adoption of the Plan by
the Company, and have examined such records and such other instruments and
certificates of officers and representatives of the Company, and of such other
persons, and have made such investigation of law, as I have deemed appropriate
as the basis of the opinion hereinafter expressed.
Based upon the foregoing, it is my opinion that:
1. The Company is duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Missouri, where it
has its principal office, and is duly qualified to transact business in the
State of Kansas.
2. The Company has duly adopted the Plan and all necessary corporate
action with respect thereto has been duly taken.
3. The Common Stock of the Company, without par value, when issued in
accordance with the provisions of the Plan set forth in the Prospectus included
in the Registration Statement will be validly issued, fully paid and non-
assessable, and no personal liability will attach to the holders thereof by
reason of ownership thereof.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Samuel P. Cowley
Exhibit 23-a
CONSENT OF COUNSEL
I refer to the Registration Statement of Kansas City Power & Light Company to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, for the registration of shares of common stock in the
Company's Dividend Reinvestment and Stock Purchase Plan. I consent to the
reference made to me therein under "Legal Opinions."
/s/ Samuel P. Cowley
------------------------------------------
(Samuel P. Cowley)
January 3, 1994
Exhibit 23-b
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of our report dated January 29, 1993, included in the Annual Report on
Form 10-K for the fiscal year ended December 31, 1992, on our audits of the
financial statements and financial statement schedules of Kansas City Power &
Light Company. We also consent to the reference to our firm under the caption
"Experts".
/s/ Coopers & Lybrand
-------------------------------------
COOPERS & LYBRAND
Kansas City, Missouri
January 3, 1994
Exhibit 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-3 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 2nd day of
November, 1993.
/s/Arthur J. Doyle
----------------------------------------
Arthur J. Doyle
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 2nd day of November, 1993, 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/Janee C. Rosenthal
---------------------------------------
- ---------------- Notary Public
Clay County, Missouri
My Commission Expires:
February 25, 1995
Exhibit 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-3 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 2nd day of
November, 1993.
/s/William H. Clark
----------------------------------------
William H. Clark
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 2nd day of November, 1993, 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/Janee C. Rosenthal
----------------------------------------
Notary Public
Clay County, Missouri
My Commission Expires:
February 25, 1995
Exhibit 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-3 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 2nd day of
November, 1993.
/s/Robert J. Dineen
----------------------------------------
Robert J. Dineen
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 2nd day of November, 1993, 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/Janee C. Rosenthal
----------------------------------------
Notary Public
Clay County, Missouri
My Commission Expires:
February 25, 1995
Exhibit 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-3 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 2nd day of
November, 1993.
/s/W. Thomas Grant II
----------------------------------------
W. Thomas Grant II
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 2nd day of November, 1993, 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/Janee C. Rosenthal
----------------------------------------
Notary Public
Clay County, Missouri
My Commission Expires:
February 25, 1995
Exhibit 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-3 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 2nd day of
November, 1993.
/s/George E. Nettels, Jr.
----------------------------------------
George E. Nettels, Jr.
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 2nd day of November, 1993, 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/Janee C. Rosenthal
-------------------------------------------
Notary Public
Clay County, Missouri
My Commission Expires:
February 25, 1995
Exhibit 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-3 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 2nd day of
November, 1993.
/s/George A. Russell
----------------------------------------
George A. Russell
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 2nd day of November, 1993, before me the undersigned, a Notary
Public, personally appeared George A. Russell, 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/Janee C. Rosenthal
----------------------------------------
Notary Public
Clay County, Missouri
My Commission Expires:
February 25, 1995
Exhibit 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-3 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 2nd day of
November, 1993.
/s/Linda H. Talbott
----------------------------------------
Linda H. Talbott
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 2nd day of November, 1993, 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/Janee C. Rosenthal
----------------------------------------
Notary Public
Clay County, Missouri
My Commission Expires:
February 25, 1995
Exhibit 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-3 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 2nd day of
November, 1993.
/s/Robert H. West
----------------------------------------
Robert H. West
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 2nd day of November, 1993, 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/Janee C. Rosenthal
----------------------------------------
Notary Public
Clay County, Missouri
My Commission Expires:
February 25, 1995
