View:
As filed with the Securities and Exchange Commission
on March 6, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement
Pursuant to Section 14(a) of the
Securities Exchange Age of 1934
Filed by the Registrant. [X]
Filed by a Party other than the Registrant.[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec.
240.14a-12
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 No.)
incorporation or
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)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule
14a-6(i)(3).
[ ] Fee competed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of
transaction computed
pursuant to Exchange Act Rule 0-11:_/
4) Proposed maximum aggregate value of transaction:
_/Set forth the amount on which the filing fee is
calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act
Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was
paid previously. Identify the previous filing by
registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
------------------
[Company Logo Here]
KANSAS CITY POWER & LIGHT COMPANY
1201 Walnut
Kansas City, Missouri 64106
Notice of Annual Meeting
and
Proxy Statement
Annual Meeting of Shareholders
to be held on
May 2, 1995
[Company Logo Here]
KANSAS CITY POWER & LIGHT COMPANY
1201 Walnut
Kansas City, Missouri 64106
March 10,
1995
Dear Shareholder:
We are pleased to invite you to join us at the Annual
Meeting of
Shareholders of Kansas City Power & Light Company. This meeting
will be held at
10:00 a.m. (Central Daylight Time) on Tuesday, May 2, 1995, at
the Nelson-Atkins
Museum of Art, 4525 Oak Street, Kansas City, Missouri.
The matters on the agenda for the meeting are outlined in
the enclosed
Notice of Meeting and Proxy Statement. In addition, officers of
the Company will
continue their policy of reporting on the progress and prospects
of Kansas City
Power & Light Company, and answering questions from the floor.
In order that you may elect Company directors and secure
the representation
of your interests at the Annual Meeting, we urge you to complete,
sign and date
your proxy card, and mail it in the envelope provided. The
Proxies are committed
by law to vote your proxy as you designate. If you do attend and
wish to vote
in person, you can revoke your proxy by giving written notice to
the Secretary
of the meeting or by casting your ballot.
Coffee and rolls will be served at 9:00 a.m. The other
directors and I
look forward to meeting you at that time. In the meantime,
please review the
proxy statement and take advantage of your right to vote.
Sincerely,
\s\Drue Jennings
Drue Jennings
Chairman of the Board, President
and Chief Executive Officer
KANSAS CITY POWER & LIGHT COMPANY
1201 Walnut
Kansas City, Missouri 64106
___________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 2, 1995
Notice is hereby given that the Annual Meeting of
Shareholders of KANSAS
CITY POWER & LIGHT COMPANY will be held at the Nelson-Atkins
Museum of Art, 4525
Oak Street, Kansas City, Missouri, on Tuesday, May 2, 1995,
commencing at
10:00 a.m., Central Daylight Time, to consider and act upon the
following matters
and such other business as may properly come before the meeting
and any
adjournment or adjournments thereof:
1. The election of nine directors; and
2. A proposal to ratify and approve the Board of
Directors' appointment
of Coopers & Lybrand as independent public accountants
for 1995.
The holders of record of the outstanding Common Stock of
the Company at the
close of business on February 28, 1995, are entitled to vote at
the meeting.
By Order of the Board of
Directors,
\s\Jeanie Sell Latz
JEANIE SELL LATZ
Secretary
Kansas City, Missouri
March 10, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE
DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE TO
WHICH NO POSTAGE
NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
KANSAS CITY POWER & LIGHT COMPANY
1201 Walnut
Kansas City, Missouri 64106
_________
PROXY STATEMENT
March 10, 1995
This Proxy Statement is furnished in connection with the
Annual Meeting of
Shareholders of Kansas City Power & Light Company ("Company") to
be held at the
Nelson-Atkins Museum of Art, 4525 Oak Street, Kansas City,
Missouri, on Tuesday,
May 2, 1995, commencing at 10:00 a.m., Central Daylight Time, and
any adjournment
or adjournments thereof. This proxy statement and accompanying
proxy will be
mailed to the shareholders of the Company on or about March 10,
1995.
ACTION TO BE TAKEN AT THE MEETING
The following matters will be acted on at the meeting:
1. The election of nine directors; and
2. A proposal to ratify and approve the Board of
Directors' appointment
of Coopers & Lybrand as independent public accountants
for 1995.
Management does not intend to bring before the meeting any
business other
than the matters set forth above and knows of no other matters
that may be
brought before the meeting. However, if any other matters
properly come before
the meeting, or any adjournment or adjournments thereof
(including procedural
matters arising during the course thereof), the persons named in
the enclosed
proxy will vote said proxy in accordance with their judgment on
such matters,
insofar as such proxies are not limited to the contrary.
ITEM 1.
ELECTION OF DIRECTORS
A board of nine directors will be elected at the Annual
Meeting of
Shareholders to hold office until the next Annual Meeting of
Shareholders in
1996, and until their successors shall be elected and qualified.
All of the
nominees are present directors of the Company.
It is intended that proxies given pursuant to this
solicitation will be
voted for the nominees for directors whose names are hereinafter
set forth, but
if any other candidate for director is proposed at the meeting,
such proxies may
be voted cumulatively for less than all of the nominees named
herein. In case
any of the nominees named herein should become unavailable for
election to the
Board of Directors for any reason, such proxies may be voted for
the election of
a nominee to be designated by the Board. Each of the nominees
named herein has
consented to being named as a nominee and to serve as a director
if elected, and
the Board has no reason to believe that any of the nominees named
herein will be
unavailable for election.
Nominees for Directors
David L. Bodde Director since
1994
Dr. Bodde, 52, is Vice President of the Midwest Research
Institute (MRI), and
President of its for-profit subsidiary, MRI-Ventures. MRI is a
not-for-profit
research laboratory emphasizing energy and environmental
technologies. He served
as Executive Director of the National Academy of Sciences in the
area of
engineering and applied science from April 1986 through May 1991.
He is also a
trustee of The Commerce Funds. Mr. Bodde is a member of the
Nuclear Affairs and
Strategic Planning Committees.
William H. Clark Director since
1983
Mr. Clark, 63, is President of the Urban League of Greater Kansas
City, a
community service agency which has a major focus on intergroup
relations and
human services. Mr. Clark is a member of the Executive and
Community Development
Committees.
Robert J. Dineen Director since
1987
Mr. Dineen, 65, is Chairman of the Board of Layne Inc., a Kansas
City-based
provider of drilling services for the water supply, mineral
exploration, and
environmental investigation and remediation industries. He was
President and
Chief Executive Officer of the Marley Company from May 1986
through August 1993.
He is also a director of Owens-Illinois Inc. Mr. Dineen is a
member of the
Executive, Nominating & Compensation, and Nuclear Affairs
Committees.
Arthur J. Doyle Director since
1976
Mr. Doyle, 71, is a retired Chairman of the Board, former
President and Chief
Executive Officer of the Company. Mr. Doyle is a member of the
Executive, Audit,
and Nuclear Affairs Committees.
W. Thomas Grant II Director since
1989
Mr. Grant, 44, is Chairman of the Board and Chief Executive
Officer of Seafield
Capital Corporation (previously BMA Corporation), a Kansas
City-based diversified
company providing insurance, financial, and laboratory services.
He was named
Chairman of the Board in May 1993 and Chief Executive Officer in
1986. He is
also a director of Commerce Bancshares, Inc., LabOne, Inc., and
Response
Technologies, Inc. Mr. Grant is a member of the Audit and
Community Development
Committees.
A. Drue Jennings Director since
1987
Mr. Jennings, 48, is Chairman of the Board, President and Chief
Executive Officer
of the Company. He was named Chairman of the Board in 1991 and
Chief Executive
Officer in 1988. He is also a director of the Federal Reserve
Bank of Kansas
City. Mr. Jennings is a member of the Executive and Strategic
Planning
Committees.
George E. Nettels, Jr. Director since
1980
Mr. Nettels, 67, is Chairman of the Board and Chief Executive
Officer of Midwest
Minerals, Inc., a Kansas-based company involved in construction
mineral
processing and quarry operations. He is also President of Yampa
Resource
Associates, Inc., a mined land reclamation operation. Mr.
Nettels is a member
of the Nominating & Compensation, Nuclear Affairs, and Strategic
Planning
Committees.
Linda Hood Talbott Director since
1983
Dr. Talbott, 54, is President of Talbott & Associates,
consultants in strategic
planning, philanthropic management, and development to
foundations, corporations,
and the nonprofit sector. Prior to January 1994 she was
President of the
Clearinghouse for Midcontinent Foundations. Dr. Talbott is a
member of the Audit
and Community Development Committees.
Robert H. West Director since
1980
Mr. West, 56, is Chairman of the Board and Chief Executive
Officer of Butler
Manufacturing Company, a supplier of non-residential building
systems, specialty
components, and construction services. He is also a director of
Santa Fe Pacific
Corporation and Commerce Bancshares, Inc. Mr. West is a member
of the Executive,
Nominating & Compensation, and Strategic Planning Committees.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During 1994, the Board of Directors had five standing
committees: an
Executive Committee, an Audit Committee, a Nominating &
Compensation Committee,
a Nuclear Affairs Committee, and a Community Development
Committee. Committee
work was accomplished by members informally as well as at
meetings formally
called.
The Executive Committee serves during the intervals between
meetings of the
Board and exercises any and all of the powers of the Board of
Directors in the
management of the business of the Company. The Executive
Committee, which
presently consists of Messrs. Clark, Dineen, Doyle, Jennings, and
West, did not
meet in 1994.
The primary functions of the Audit Committee, which met
twice during 1994,
are to (i) make recommendations to the Board of Directors
concerning the
selection of auditors, (ii) review the results and scope of the
audits, and
(iii) examine other matters relating to the internal and external
audit of the
Company's accounts and the financial affairs of the Company. Dr.
Talbott,
Messrs. Doyle and Grant presently serve as members of the Audit
Committee.
The Nominating & Compensation Committee makes
recommendations to the Board
of Directors for the nomination of persons to serve as (i)
members of the Board
of Directors, (ii) Chairman of the Board, (iii) President, and
(iv) Chief
Executive Officer, administers the Company's Long-Term Incentive
Plan, and makes
recommendations with respect to the compensation to be paid to
the Board members
and officers. The Nominating & Compensation Committee, which met
four times
during 1994, presently consists of Messrs. Dineen, Nettels, and
West.
Shareholders wishing to submit the name of a candidate for the
Board of Directors
for consideration by the Nominating & Compensation Committee
should submit their
recommendations, along with biographical information, to the
Secretary of the
Company.
The Nuclear Affairs Committee monitors, reviews, evaluates,
and makes
recommendations with respect to nuclear matters and affairs. The
Nuclear Affairs
Committee, which met twice during 1994, presently consists of
Messrs. Bodde,
Dineen, Doyle, and Nettels.
The functions of the Community Development Committee, which
met three times
during 1994, are to (i) establish guidelines for execution of the
policy
dimensions on community development, (ii) recommend an annual
community
development budget to the Board, (iii) approve community
development
expenditures, and (iv) receive and transmit to the Board the
annual report of
community development activities and expenditures. Messrs. Clark
and Grant and
Dr. Talbott presently serve on the Community Development
Committee.
In February 1995, a new Strategic Planning Committee of the
Board was
formed to (i) analyze, review, and evaluate evolving policy and
business matters,
(ii) analyze special projects and opportunities, and (iii)
develop strategic
options and recommendations for the Board. The Strategic
Planning Committee
presently consists of Messrs. Bodde, Jennings, Nettels, and West.
Six meetings of the Board of Directors were held during
1994. Work of the
Company's directors is performed not only at meetings of the
Board of Directors
and its committees, but also in the research and study of Company
matters and
documents and in numerous communications with the Chairman of the
Board and
others. During 1994 each of the directors attended 75% or more
of the meetings
of the Board and committees on which they served.
In 1994 non-employee members of the Board of Directors were
paid an annual
retainer of $15,000 and attendance fees of $750 for each Board
meeting and $500
for each committee meeting attended. Beginning in 1995 the
annual retainer was
increased by an additional $3,000 which will be invested in
shares of the
Company's Common Stock.
SECURITY OWNERSHIP
Principal Shareholders
Management has no knowledge of any person (as that term is
defined by the
Securities and Exchange Commission) who owns beneficially more
than 5% of the
Company's Common Stock.
Securities Owned by Management
The number of shares of Common Stock of the Company
beneficially owned by
the directors, the named executive officers, and all directors
and officers as
a group are set forth below:
Amount and Nature of
Title of Class Name of Beneficial Owner Beneficial Ownership(1)
Common Stock Bernard J. Beaudoin 15,703(2)
Common Stock David L. Bodde 445
Common Stock Frank L. Branca 13,069(2)
Common Stock William H. Clark 1,151
Common Stock Samuel P. Cowley 11,494
Common Stock Robert J. Dineen 1,729
Common Stock Arthur J. Doyle 17,699(3)
Common Stock W. Thomas Grant II 729
Common Stock Marcus Jackson 12,980(2)
Common Stock A. Drue Jennings 44,428(2)(4)
Common Stock George E. Nettels, Jr. 8,613(5)
Common Stock Linda Hood Talbott 4,011
Common Stock Ronald G. Wasson 16,776(2)
Common Stock Robert H. West 2,621(6)
Common Stock All officers and 199,360(2)
directors as a group
(24 persons)
(1) Shares of the Company's Common Stock owned by any director
or officer and
by the directors and officers as a group is less than 1% of
such stock.
Unless otherwise specified, each director and named
executive officer has
sole voting and sole investment power with respect to the
shares
indicated.
(2) Includes shares held pursuant to the Company's Employee
Savings Plus Plan.
Also includes exercisable non-qualified stock options
granted under the
Long-Term Incentive Plan in the following amounts:
Jennings, 26,875;
Beaudoin, 13,438; Branca, 10,750; Jackson, 10,750; and
Wasson, 13,438.
(3) The nominee disclaims beneficial ownership of 200 shares
reported which
are owned by nominee's wife.
(4) The nominee disclaims beneficial ownership of 150 shares
reported which
are owned by nominee's son.
(5) The nominee disclaims beneficial ownership of 3,400 shares
reported which
are owned by nominee's wife.
(6) The nominee disclaims beneficial ownership of 1,200 shares
reported which
are held by nominee's wife as custodian for minor children.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the
compensation of the
five highest paid executive officers of the Company for the last
three fiscal
years.
SUMMARY COMPENSATION TABLE
Annual Long-Term
Compensation Compensation
Awards
All
Securities
Other
Underlying
Compen-
Name and Principal Salary Bonus Options/SARs
sation
Position Year ($) ($)(1) (#)
($)(2)
A. Drue Jennings 1994 390,000 120,710 13,750 shares
36,657
Chairman of the Board, 1993 375,000 113,750 13,750 shares
26,151
President and Chief 1992 348,000 74,124 20,000 shares
24,428
Executive Officer
Bernard J. Beaudoin(3) 1994 185,000 57,965 6,875 shares
17,023
Senior Vice President- 1993 178,000 57,380 6,875 shares
15,793
Finance and Chief 1992 163,333 34,790 10,000 shares
13,988
Financial Officer
Frank L. Branca 1994 130,000 46,570 5,500 shares
15,356
Vice President- 1993 125,000 41,250 5,500 shares
14,243
Wholesale and 1992 113,000 24,069 8,000 shares
12,241
Transmission Services
Samuel P. Cowley(4) 1994 110,690 17,010
18,644
Senior Vice President- 1993 174,583 36,750 9,500 shares
15,015
Corporate Affairs and 1992 163,333 34,790 4,000 shares
14,568
Chief Legal Officer
Marcus Jackson 1994 145,000 49,405 6,000 shares
9,612
Senior Vice President- 1993 130,000 47,300 5,500 shares
8,808
Power Production 1992 117,333 24,992 8,000 shares
8,140
Ronald G. Wasson(3) 1994 185,000 57,965 6,875 shares
17,182
Senior Vice President- 1993 178,000 57,380 6,875 shares
15,305
Administrative and 1992 166,661 35,500 10,000 shares
14,568
Technical Services
(1) These amounts were paid under the Company's Incentive
Compensation Plan.
(2) For 1994 amounts include: Flex dollars under the Flexible
Benefits Plan:
Jennings --$11,127, Beaudoin -- $11,296, Branca -- $11,347,
Cowley --
$14,894, Jackson -- $5,262, Wasson -- $11,296; Deferred
Flex dollars:
Jennings -- $11,595, Cowley -- $603; Above-market interest
paid on
deferred compensation: Jennings -- $2,235, Beaudoin --
$177, Branca --
$109, Cowley -- $447, Wasson -- $336; Company contribution
under the
Employee Savings Plus Plan: Jennings -- $4,500, Beaudoin
- -- $4,500,
Branca -- $3,720; Cowley -- $2,250, Jackson -- $4,350,
Wasson -- $4,500;
Company contribution to Deferred Compensation and
Supplemental Retirement
Plan: Jennings -- $7,200, Beaudoin -- $1,050, Branca --
$180, Cowley --
$450, Wasson -- $1,050.
(3) Effective January 1, 1995, Mr. Beaudoin became President
and Mr. Wasson
became Executive Vice President of KLT Inc., a wholly-owned
subsidiary of
the Company.
(4) Mr. Cowley retired from the Company effective July 1, 1994,
pursuant to a
Company-wide Early Retirement Program which provided to all
participants
certain health and life insurance benefits and credit for
an additional
five years of service under the Company's pension plans.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants Percent
of Total
Number of Options/
Securities SARs
Underlying Granted
Grant
Options/ to Exercise
Date
SARs Employees or Base
Present
Granted in Fiscal Price Expiration
Value
Name (#)(1) Year ($/Sh) Date
($)(2)
A. Drue Jennings 13,750 21% 20.625 6/7/04
40,425
Bernard J. Beaudoin 6,875 11% 20.625 6/7/04
20,213
Frank L. Branca 5,500 8% 20.625 6/7/04
16,170
Samuel P. Cowley 0 0 0 0
0
Marcus Jackson 6,000 9% 20.625 6/7/04
17,640
Ronald G. Wasson 6,875 11% 20.625 6/7/04
20,213
(1) One-half of the options granted in 1994 are exercisable on
or after
June 8, 1995, and the remaining one-half are exercisable on
or after
June 8, 1996. Each option is granted in tandem with a
limited stock
appreciation right exercisable automatically in the event
of a Change in
Control as defined below. Options may be exercised with
cash or
previously-owned shares of the Company's Common Stock.
Dividends accrue
on the options as though reinvested at the regular dividend
rate. Such
accrued dividends will be paid if the options are exercised
and if the
exercise price is equal to or above the grant price.
A "Change in Control" shall be deemed to have occurred if
(i) any person
other than a trustee or other fiduciary holding securities
under an
employee benefit plan of the Company, and other than the
Company or a
corporation owned, directly or indirectly, by the
stockholders of the
Company in substantially the same proportions as their
ownership of stock
of the Company, is or becomes the "beneficial owner" (as
defined in Rule
13d-3 under the Securities Exchange Act of 1934), directly
or indirectly,
of securities of the Company representing 20% or more of
the Common Stock
of the Company then outstanding; or (ii) during any
period of two
consecutive years, individuals who at the beginning of
such period
constitute the Board and any new director (other than a
director
designated by a person who has entered into an agreement
with the Company
to effect a transaction described in (i) above) whose
election by the
Board or nomination for election by the Company's
stockholders was
approved by a vote of at least two-thirds (2/3) of the
directors then
still in office who either were directors at the beginning
of the period
or whose election or nomination for election was previously
so approved,
cease for any reason to constitute a majority thereof.
(2) The grant date valuation was calculated by using the
binomial option
pricing formula, a derivative of the Black-Scholes model.
The underlying
assumptions used to determine the present value of the
options were as
follows:
Annualized stock volatility: 0.158
Time of exercise (option term): 10 years
Risk free interest rate: 7.50%
Stock price at grant: $20.625
Exercise price: $20.625
Average dividend yield: 6.40%
Vesting restrictions discount: 3% per year
AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
Value of
Number of
In-the-Money
Unexercised
Options/SARs
Options/SARs at at
Fiscal
Shares Fiscal Year-End Year-End
Acquired (#) ($)(2)
on Value
Exercise Realized Exer- Unexer- Exer-
Unexer-
Name (#)(1) $ cisable cisable cisable
cisable
A. Drue Jennings 0 0 26,875 20,625 35,000
37,812
Bernard J. Beaudoin 0 0 13,438 10,312 17,500
18,906
Frank L. Branca 0 0 10,750 8,250 14,000
15,125
Samuel P. Cowley 4,612(1) 1,250 0 0 0
0
Marcus Jackson 0 0 10,750 8,750 14,000
16,500
Ronald G. Wasson 0 0 13,438 10,312 17,500
18,906
(1) Of the shares acquired, 612 shares were accrued dividends
on the 4,000
options. The remainder of Mr. Cowley's options expired
three months after
his retirement.
(2) The options granted in 1993, half of which are
exercisable and half of which
are unexercisable, were not in-the-money.
BENEFIT PLANS
Pension Plan
The Company has a non-contributory pension plan for its
management
employees, including executive officers, providing for benefits
upon retirement,
normally at age 65. In addition, an unfunded deferred
compensation plan provides
a supplemental retirement benefit for executive officers. The
following table
shows examples of single life option pension benefits (including
unfunded
supplemental retirement benefits) payable upon retirement at age
65 to the named
executive officers:
Annual Pension for
Years of Service Indicated
Average Annual Base
Salary for Highest
36 Months 15 20 25 30 or
more
150,000 45,000 60,000 75,000
90,000
200,000 60,000 80,000 100,000
120,000
250,000 75,000 100,000 125,000
150,000
300,000 90,000 120,000 150,000
180,000
350,000 105,000 140,000 175,000
210,000
400,000 120,000 160,000 200,000
240,000
450,000 135,000 180,000 225,000
270,000
500,000 150,000 200,000 250,000
300,000
Each eligible employee with 30 or more years of credited
service in the
Plan is entitled to a total monthly annuity at his normal
retirement date equal
to 50% of his average base monthly salary for the period of 36
consecutive months
in which his earnings were highest. The monthly annuity will be
proportionately
reduced if his years of credited service are less than 30. The
compensation
covered by the Plan--base monthly salary--excludes any bonuses
and other
compensation. The Plan provides that pension amounts are not
reduced by Social
Security benefits. The estimated credited years of service for
each of the named
executive officers in the Summary Compensation table are as
follows: Jennings,
20; Beaudoin, 14; Branca, 24; Jackson, 17; and Wasson, 27.
Eligibility for supplemental retirement benefits is limited
to officers
selected by the Nominating & Compensation Committee of the Board
of Directors;
all the named executive officers are participants. The annual
target retirement
benefit payable at the normal retirement date is equal to 2% of
highest average
earnings, as defined, for each year of credited service up to 30
(maximum of 60%
of highest average earnings). The actual retirement benefit paid
equals the
target retirement benefit less retirement benefits payable under
the management
pension plan. A liability accrues each year to cover the
estimated cost of
future supplemental benefits.
Section 415 of the Internal Revenue Code imposes certain
limitations on
pensions which may be paid under tax qualified pension plans. In
addition to the
supplemental retirement benefits, the amount by which pension
benefits under the
Plan computed without regard to Section 415 exceed such
limitations will be paid
outside the qualified plan and accounted for by the Company as an
operating
expense.
Severance Agreements
The Company has entered into severance agreements
("Severance Agreements")
with certain of its executive officers, including the named
executives, to ensure
their continued service and dedication to the Company and their
objectivity in
considering on behalf of the Company any transaction which would
change the
control of the Company. Under the Severance Agreements, during
the two-year
period after a Change in Control, the named executive officers
would be entitled
to receive a lump-sum cash payment and certain insurance benefits
if such
officer's employment were terminated (i) by the Company other
than for cause or
upon death or disability, (ii) by such executive officer for
"Good Reason" (as
defined therein), or (iii) by such executive officer for any
reason during a 30-
day period commencing one year after such Change in Control (a
"Qualifying
Termination"). A Change in Control is defined as (i) an
acquisition by a person
or group of 20% or more of the Company's common stock (other than
an acquisition
from or by the Company or by a Company benefit plan), (ii) a
change in a majority
of the Board during any period of two consecutive years, or (iii)
approval by the
stockholders of a reorganization, merger, consolidation (unless
stockholders
receive 60% or more of the stock of the surviving company),
liquidation,
dissolution or sale of substantially all of the Company's assets.
Upon a Qualifying Termination, the Company must make a
lump-sum cash
payment to the named officers of (i) such executive officer's
base salary through
the date of termination, (ii) a pro-rated bonus based upon the
average of the
bonuses paid to such executive officer for the last five fiscal
years, (iii) any
accrued vacation pay, (iv) three times such officer's highest
base salary during
the prior 12 months, (v) three times the average of the bonuses
paid to such
executive officer for the last five fiscal years, (vi) the
actuarial equivalent
of the excess of the executive officer's accrued pension
benefits, computed as
if the executive officer had three additional years of benefit
accrual service,
over the executive officer's vested accrued pension benefits, and
(vii) the value
of any unvested Company contributions for the benefit of the
executive officer
under the Company's Employee Savings Plus Plan. In addition, the
Company must
offer health, disability and life insurance plan coverage to the
executive
officer and his dependents on the same terms and conditions that
existed
immediately prior to the Qualifying Termination for three (two in
the case of a
vice president) years, or, if earlier, until such executive
officer is covered
by equivalent plan benefits. The Company is also obligated to
make certain
"gross-up" payments in connection with tax obligations arising
pursuant to
payments under the Severance Agreements as well as to provide
reimbursement of
certain expenses relating to disputes arising thereunder.
Payments and other benefits under the Severance Agreements
are in addition
to benefits accruing under the Company's Long-Term Incentive
Plan. Upon a Change
in Control (as defined in the Plan), all stock options granted in
tandem with
limited stock appreciation rights will be automatically
exercised.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
The Nominating & Compensation Committee of the Board
("Compensation
Committee") is composed of independent outside directors. All
decisions by the
Compensation Committee relating to executive compensation are
reviewed by the
full Board, except decisions about awards under the Company's
Long-Term Incentive
Plan which must be made solely by the Compensation Committee in
order for the
grants or awards to satisfy Exchange Act Rule 16b-3. Given the
Company's current
level of executive compensation, the Compensation Committee has
not yet adopted
a policy with respect to Section 162(m) of the Internal Revenue
Code pertaining
to the deduction of compensation in excess of $1,000,000.
Executive compensation for the Company's executive officers
consists of
base salary, incentive pay, and long-term compensation. The
package is designed
to attract and retain talented, key executives critical to the
long-term success
of the Company and to support a performance-oriented environment.
Base salaries
for individual executives are established on the basis of (i) job
responsibilities and complexity, (ii) individual performance
under established
criteria, and (iii) competitiveness with similar jobs in
comparable companies.
The base salaries are targeted at the median level for comparable
positions in
companies of similar size in the industry. The base salaries and
complete
compensation packages for the executives are compared annually
with national
compensation survey data collected by the Edison Electric
Institute ("EEI").
Annual executive incentive pay consists of both formula and
discretionary
awards. The formula awards are linked to the achievement of
specific performance
objectives set by the Board each year. In 1994 the performance
objective
designated by the Board was a minimum and maximum earnings per
share ("EPS")
subject to the modification described below. Awards were
determined on a scale
beginning with 0% for the minimum EPS increasing to 20% of annual
executive
salaries at the maximum EPS. The EPS for 1994, after adjusting
for net early
retirement costs, yielded 17.3% which was further modified by an
additional 1.6%
to reflect a decline in the real price of electricity within the
Company's
service territory. The resulting 1994 formula awards equalled
18.9% of salaries.
Discretionary awards under the incentive pay program are
possible for
outstanding individual contributions as determined by the
Compensation Committee.
The sum of such discretionary awards, other than to the Chief
Executive Officer,
cannot exceed 10% of the total participating salaries. No
discretionary awards
are paid unless the performance objective set by the Board for
the formula award
is reached. Discretionary awards were paid for 1994 to five of
the named
executive officers based on their significant and direct
contributions to the
profits of the Company, and/or extraordinary division leadership.
To further link total compensation to corporate
performance, the executive
officers received in 1994 non-qualified stock options granted at
fair market
value under the Company's Long-Term Incentive Plan. The amounts
of the grants
were influenced by the following: (i) executive's influence and
contribution to
the Company's financial condition, (ii) amount of the total
compensation package
for each executive which the Compensation Committee believed
should be tied to
the performance of the Company's stock price, and (iii) amount of
options
previously granted to participants. The Committee did not apply
any specific
formula to determine the weight of each factor.
Chief Executive Officer ("CEO") Compensation
In setting the base salary for the CEO, the Compensation
Committee
considers primarily the Company's performance. As shown in the
Performance
Graph, the Company's performance substantially exceeded that of
the S&P 500 and
EEI Index for 1994. The Committee also took into account
relevant salary
information from the EEI survey data. The formula portion of Mr.
Jennings'
annual incentive pay was determined in the same manner discussed
above for the
other executive officers. His discretionary award of $47,000
under the incentive
pay program was granted in recognition of his contribution to the
Company's
exceptional financial results and performance of the operating
system. Mr.
Jennings also received stock option grants under the Company's
Long-Term
Incentive Plan based on the same criteria as the other executive
officers.
COMPENSATION COMMITTEE
Robert H. West
George E. Nettels, Jr.
Robert J. Dineen
PERFORMANCE GRAPH
Comparison of Five-Year Cumulative Total Return*
KCPL, S&P 500 Index, and EEI Index
Year KCPL S&P 500 Index EEI Index
1989 $100 $100 $100
1990 $110 $ 97 $101
1991 $157 $126 $131
1992 $162 $136 $141
1993 $173 $150 $156
1994 $189 $152 $138
Fiscal Years Ended December 31
*Total return assumes reinvestment of dividends.
Assumes $100 invested on December 31, 1989 in KCPL Common Stock,
S&P 500 Index,
and EEI Index.
ITEM 2.
INDEPENDENT PUBLIC ACCOUNTANTS
Coopers & Lybrand, which acted as the Company's independent
auditors in
1994 has, upon recommendation of the Board's Audit Committee,
been selected and
appointed by the Board of Directors to audit and certify the
Company's financial
statements for 1995, subject to ratification and approval by the
shareholders of
the Company.
Representatives from Coopers & Lybrand, expected to be
present at the
Company's Annual Meeting, will be given the opportunity to make
statements if
they desire to do so, and are expected to be available to respond
to appropriate
questions.
The affirmative vote of the holders of a majority of the
shares of Common
Stock of the Company present and entitled to vote at the meeting
is required for
the approval of this proposal to ratify and approve the
appointment. If the
shareholders do not ratify the appointment of Coopers & Lybrand,
the selection
of independent public accountants will be reconsidered by the
Board of Directors.
THIS PROPOSAL HAS BEEN UNANIMOUSLY APPROVED BY THE BOARD OF
DIRECTORS,
WHICH RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" ITS APPROVAL.
VOTING SECURITIES AND VOTING
There were 61,902,078 shares of Common Stock outstanding
and entitled to
vote at the close of business on February 28, 1995, the record
date fixed for the
determination of shareholders entitled to notice of and to vote
at the meeting.
Each share of outstanding Common Stock is entitled to one
vote with respect
to each matter to be voted upon, with the right of cumulative
voting in the
election of directors, which means that each shareholder has a
total vote equal
to the number of shares owned by him multiplied by the number of
directors to be
elected. These votes may be divided among all nominees equally
or may be voted
for one or more of the nominees, either in equal or unequal
amounts, as the
shareholder may elect. In the event the votes for certain
director nominees are
withheld, those votes will be distributed among the remaining
director nominees.
Withholding authority to vote for all director nominees has the
effect of
abstaining from voting for any director nominees. If no
instructions are given,
the shares will be voted equally for the election of all
directors.
All shares of Common Stock credited to a shareholder's
Dividend
Reinvestment and Stock Purchase Plan account will be included in
the number of
shares indicated on the form of proxy sent to the shareholder and
will be voted
in accordance with the instructions thereon when properly
returned.
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement is furnished in connection with the
solicitation by
the Board of Directors of the Company of proxies for use at the
above-mentioned
Annual Meeting of Shareholders of the Company and at any
adjournment or
adjournments thereof. All valid proxies delivered pursuant to
this solicitation,
if received in time, will be voted. A shareholder who executes a
proxy may
revoke it by written revocation delivered to the Secretary of the
Company at any
time before it is voted.
The expense of solicitation of proxies will be borne by the
Company. Such
solicitation will be made by mail, telephone, telegraph or
personally by officers
and other regular employees of the Company, and also by
representatives of
Corporate Investor Communications, Inc., 111 Commerce Road,
Carlstadt, New Jersey
07072-2586, which firm has been employed by the Company to assist
in the
solicitation at an estimated cost of $8,000. The Company will,
in addition,
reimburse banks, brokers, and other custodians, nominees or
fiduciaries for
reasonable expenses incurred in forwarding proxy material to
beneficial owners.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the
1996 Annual
Meeting of Shareholders must be received at the Company's
Corporate Secretary's
Office on or before November 10, 1995, for consideration for
inclusion in the
proxy statement and form of proxy relating to that meeting.
By Order of the Board of Directors,
\s\Jeanie Sell Latz
JEANIE SELL LATZ
Secretary
[Form of Proxy Card]
KANSAS CITY POWER & LIGHT COMPANY
Proxy for Annual Meeting of Shareholders, May 2, 1995
The undersigned hereby appoints A. D. Jennings, J. S. Latz, and
J. J. DeStefano,
and each or any of them, proxies for the undersigned, with power
of substitution,
to vote the stock of the undersigned at the Annual Meeting of
Shareholders on
May 2, 1995, and any adjournment or adjournments thereof, on the
following
matters, and in their discretion upon such other matters as may
properly come
before the meeting.
The Board of Directors Recommends a vote "FOR" each of the
following
proposals.
Item 1. Election of the following nominees for Directors:
D. L. Bodde, W. H. Clark, R. J. Dineen, A. J. Doyle, W. T.
Grant II,
A. D. Jennings, G. E. Nettels, Jr., L. H. Talbott and R. H.
West.
Instructions: To withhold authority to vote for any
nominee, write
the nominee's name below; or to withhold authority for all
nominees,
write WITHHOLD ALL.
Item 2. Appointment of Coopers & Lybrand as independent public
accountants
for 1995.
_____ FOR _____ AGAINST _____ ABSTAIN
The shares represented by this Proxy will be voted as directed by
the
shareholder. If no direction is given when the duly signed Proxy
is returned,
such shares will be voted "FOR" each of the proposals.
DATED:
_______________, 1995
_____________________________
(Signature)
_____________________________
(Signature)
Please sign exactly as name(s) is(are) printed hereon. When
signing as attorney,
administrator, executor, guardian or trustee, please add your
title as such. If
stock is held jointly, each party should sign. If signature is
for a
corporation, please sign full corporate name by authorized
officer.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.