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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 1, 2001 (October 1, 2001)
KANSAS CITY POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)
1-707
(Commission file number)
MISSOURI 44-0308720
(State of other (I.R.S. Employer
jurisdiction of
incorporation or Identification No.)
organization)
1201 Walnut
Kansas City, Missouri 64106
(Address of principal executive offices)
(816) 556-2200
(Registrant's telephone number, including area
code)
NOT APPLICABLE
(Former name or former address, if changed since
last report)
ITEM 5. OTHER EVENTS
Kansas City Power and Light Company, a Missouri Corporation
("KCPL") has completed a corporate reorganization creating a
holding company structure. This structure was implemented through
an agreement and plan of merger among KCPL, Great Plains Energy
Incorporated, a Missouri Corporation ("GPE"), and KCPL Merger Sub
Incorporated, a Missouri Corporation ("Merger Sub") and wholly
owned subsidiary of GPE. As provided for in the plan of merger,
KCPL merged with Merger Sub. KCPL continues as the Surviving
Corporation and a wholly owned Subsidiary of GPE. Pursuant to
Section 351.448 of the General Corporation Law of the State of
Missouri, shareholder approval of the merger was not required.
The merger was consummated on October 1, 2001. Upon its
effectivity, GPE became the successor issuer and listed entity on
the New York Stock Exchange, replacing KCPL. The new GPE trading
symbol GXP replaces the old KCPL symbol KLT.
All outstanding KCPL shares will be honored on a share for
share basis as GPE shares. The same voting powers, designations,
preferences, rights, qualifications, restrictions, and
limitations as previously held will apply. GPE shares will
continue to be represented by the same stock certificates that
represented pre-merger KCPL shares. No actual (or physical)
exchange of stock certificates will occur.
As a result of the merger, each outstanding employee stock
option and warrant to purchase shares of KCPL's common stock
granted under any employee stock option or compensation plan or
arrangement or warrant agreement of KCPL was converted into an
option or warrant to purchase one share of GPE's common stock in
accordance with the provisions of such employee stock option or
compensation plan or arrangement or warrant agreement.
The articles of incorporation and by-laws of GPE are
substantially identical to the restated articles of incorporation
and by-laws of KCPL immediately prior to the merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit
Number
2 Agreement and Plan of Merger Among Kansas City
Power & Light Company, Great Plains Energy
Incorporated and KCPL Merger Sub Incorporated
dated as of October 1, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
KANSAS CITY POWER & LIGHT COMPANY
/s/Jeanie Sell Latz
Senior Vice President-Corporate
Services
Date: October 1, 2001
Exhibit 2
AGREEMENT AND PLAN OF MERGER
AMONG
KANSAS CITY POWER & LIGHT COMPANY,
GREAT PLAINS ENERGY INCORPORATED
AND
KCPL MERGER SUB INCORPORATED
DATED AS OF OCTOBER 1, 2001
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Merger
Agreement"), dated as of October 1, 2001, is among Kansas
City Power & Light Company, a Missouri corporation
("KCPL"), Great Plains Energy Incorporated, a Missouri
corporation ("GPE") and a direct, wholly owned subsidiary
of KCPL, and KCPL Merger Sub Incorporated, a Missouri
corporation ("Merger Sub") and a direct, wholly owned
subsidiary of GPE.
R E C I T A L S:
WHEREAS, KCPL had authorized capital stock
consisting of (i) 150,000,000 shares of common stock, no
par value ("KCPL Common Stock"), of which, as of the date
hereof, 61,908,726 shares are issued and outstanding and
10,916 shares were held in KCPL's treasury; (ii) 100,000
shares of 3.80% cumulative preferred stock, par value
$100 per share ("KCPL 3.80% Preferred"), of which 100,000
shares are outstanding on the date hereof; (iii) 100,000
shares of 4.50% cumulative preferred stock, par value
$100 per share ("KCPL 4.50% Preferred"), of which 100,000
shares are outstanding on the date hereof; (iv) 70,000
shares of 4.20% cumulative preferred stock, par value
$100 per share ("KCPL 4.20% Preferred"), of which 70,000
shares are outstanding on the date hereof; and (v)
120,000 shares of 4.35% cumulative preferred stock, par
value $100 per share ("KCPL 4.35% Preferred" and,
together with KCPL 3.80% Preferred, KCPL 4.50% Preferred
and KCPL 4.20% Preferred, but excluding KCPL 4%
Preferred, the "KCPL Preferred"), of which 120,000 shares
are outstanding on the date hereof; and
WHEREAS, GPE had authorized capital stock
consisting of (i) 150,000,000 shares of common stock, no
par value (the "GPE Common Stock"), of which 1,000 shares
are issued and outstanding and no shares are held in
treasury, and (ii) 100,000 shares of 3.80% cumulative
preferred stock, par value $100 per share (the "GPE 3.80%
Preferred"), of which no shares are outstanding; (iii)
100,000 shares of 4.50% cumulative preferred stock, par
value $100 per share (the "GPE 4.50% Preferred"), of
which no shares are outstanding; (iv) 70,000 shares of
4.20% cumulative preferred stock, par value $100 per
share (the "GPE 4.20% Preferred"), of which no shares are
outstanding; and (v) 120,000 shares of 4.35% cumulative
preferred stock, par value $100 per share (the "GPE 4.35%
Preferred" and, together with the GPE 3.80% Preferred,
the GPE 4.50% Preferred and the GPE 4.20% Preferred, the
"GPE Preferred"), of which no shares are outstanding; and
WHEREAS, as of the date hereof, Merger Sub has
an authorized capital stock consisting of 100 shares of
common stock, no par value (the "Merger
Sub Common Stock"), of which one share is issued and
outstanding on the date hereof and owned by GPE; and
WHEREAS, the designations, rights and
preferences, and the qualifications, limitations and
restrictions thereof, of the GPE Common Stock, the GPE
3.80% Preferred, the GPE 4.50% Preferred, the GPE 4.20%
Preferred and the GPE 4.35% Preferred, are the same as
those of KCPL Common Stock, KCPL 3.80% Preferred, KCPL
4.50% Preferred, KCPL 4.20% Preferred and KCPL 4.35%
Preferred, respectively; and
WHEREAS, the Articles of Incorporation of GPE
(the "GPE Charter") and the By-laws of GPE (the "GPE By-
laws") in effect immediately after the Effective Date (as
hereinafter defined) will contain provisions identical to
the Restated Articles of Consolidation of KCPL (the "KCPL
Charter") and By-laws of KCPL (the "KCPL By-laws") in
effect immediately before the Effective Date (other than
with respect to matters excepted by Section 351.448.1(4)
of the Missouri General and Business Corporation Law (the
"MGBCL")); and
WHEREAS, the directors and officers of KCPL
immediately prior to the Merger (as hereinafter defined)
will be the directors and officers of GPE as of the
Effective Date; and
WHEREAS, GPE and Merger Sub are newly formed
corporations organized for the purpose of participating
in the transactions herein contemplated; and
WHEREAS, KCPL desires to create a new holding
company structure by merging Merger Sub with and into
KCPL, with KCPL continuing as the surviving corporation
of such merger, and each outstanding share (or any
fraction thereof) of KCPL Common Stock, KCPL 3.80%
Preferred, KCPL 4.50% Preferred, KCPL 4.20% Preferred and
KCPL 4.35% Preferred, being converted in such merger into
a like number of shares of GPE Common Stock, the GPE
3.80% Preferred, the GPE 4.50% Preferred, the GPE 4.20%
Preferred and the GPE 4.35% Preferred, respectively, all
in accordance with the terms of this Merger Agreement
(the "Merger"); and
WHEREAS, the Boards of Directors of GPE and
KCPL have approved this Merger Agreement and the Merger
upon the terms and subject to the conditions set forth in
this Merger Agreement.
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NOW, THEREFORE, in consideration of the
premises and the covenants and agreements contained in
this Merger Agreement, and intending to be legally bound
hereby, KCPL, GPE and Merger Sub hereby agree as follows:
ARTICLE I
THE MERGER
SECTION 1.1 THE MERGER. In accordance
with Section 351.448 of the MGBCL and subject to and upon
the terms and conditions of this Merger Agreement, Merger
Sub shall, on the Effective Date, be merged with and into
KCPL, the separate corporate existence of Merger Sub
shall cease and KCPL shall continue as the surviving
corporation of the Merger (the "Surviving Corporation").
SECTION 1.2 EFFECTIVE DATE. The parties
shall file articles of merger with respect to the Merger
(the "Articles of Merger"), executed in accordance with
the relevant provisions of the MGBCL, and with this
Merger Agreement attached thereto, with the Secretary of
State of the State of Missouri, and shall make all other
filings or recordings required under the MGBCL to
effectuate the Merger. The Merger shall become effective
upon issuance of the certificate of merger by the
Secretary of State of the State of Missouri (the date of
such filing shall hereinafter be referred to as the
"Effective Date").
SECTION 1.3 RESTATED ARTICLES OF INCORPORATION OF
SURVIVING CORPORATION. From and after the Effective Date,
KCPL's Restated Articles of Incorporation, as in
effect immediately prior to the Effective Date, shall
be the Restated Articles of Incorporation of the
Surviving Corporation, except with such changes as
are permitted by Section 351.448.1(7) of the MGBCL
(the "Surviving Corporation's Charter") until thereafter
amended as provided by law; provided, however, that,
from and after the Effective Date:
(a) Article Third thereof shall be amended
so as to read in its entirety as follows:
"The amount of authorized
capital stock of the Company is One
Thousand (1,000) shares of Common
Stock without par value.
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a. Dividends. Subject to the
limitations in this ARTICLE THIRD set
forth, dividends may be paid on the
Common Stock out of any funds legally
available for the purpose, when and
as declared by the Board of
Directors.
b. Liquidation Rights. In the
event of any liquidation or
dissolution of the Company, after
there shall have been paid to or set
aside for the holders of outstanding
shares having superior liquidation
preferences to Common Stock the full
preferential amounts to 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.
c. Voting Rights. Except as
set forth in this ARTICLE THIRD or as
by statute otherwise mandatorily
provided, the holders of the Common
Stock shall exclusively possess full
voting powers for the election of
Directors and for all other purposes.
d. No Preemptive Rights. No
holders of outstanding shares of
Common Stock shall have any
preemptive right to subscribe for or
acquire any shares of stock or any
securities of any kind hereafter
issued by the Company.
e. Consideration for Shares.
Subject to applicable law, the shares
of the Company, now or hereafter
authorized, may be issued for such
consideration as may be fixed from
time to time by the Board of
Directors. Subject to applicable law
and to the provisions of this ARTICLE
THIRD, shares of the Company issued
and thereafter acquired the Company
may be disposed of by the Company for
such consideration as may be fixed
from time to time by the Board of
Directors.
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f. Crediting Consideration to
Capital. The entire consideration
hereafter received upon the issuance
of shares of Common Stock without par
value shall be credited to capital,
and this requirement may not be
eliminated or amended without the
affirmative vote of consent of the
holders of two-thirds of the
outstanding Common Stock.
(b) A new Article Fourteenth shall be added
thereto which shall be and read in its entirety as follows:
"ARTICLE FOURTEENTH. Any act or
transaction by or involving the Company
that requires for its adoption pursuant to
Chapter 351 of the Missouri General and
Business Corporation Law or these Restated
Articles of Incorporation the approval of
the shareholders of the Company shall,
pursuant to Section 351.448 of the
Missouri General and Business Corporation
Law, require, in addition, the approval of
the shareholders of Great Plains Energy
Incorporated, a Missouri corporation, or
any successor thereto by merger, by the
same vote as is required pursuant to
Chapter 351 of the Missouri General and
Business Corporation Law or the Restated
Articles of Incorporation of the Company."
SECTION 1.4 BY-LAWS OF SURVIVING
CORPORATION. From and after the Effective Date, the By-
laws of KCPL, as in effect immediately prior to the
Effective Date, shall constitute the By-laws of the
Surviving Corporation until thereafter amended as
provided therein or by applicable law.
SECTION 1.5 DIRECTORS OF SURVIVING
CORPORATION. The directors of KCPL in office
immediately prior to the Effective Date shall be the
initial directors of the Surviving Corporation and will
hold office from the Effective Date until their
successors are duly elected or appointed and qualified in
the manner provided in the Surviving Corporation's By-
laws, or as otherwise provided by law.
SECTION 1.6 OFFICERS OF SURVIVING
CORPORATION. The officers of KCPL in office immediately
prior to the Effective Date shall be the officers of the
Surviving Corporation until the earlier of their
resignation or removal or until their successors are duly
elected or appointed and qualified in the manner provided
in the Surviving Corporation's By-laws, or as otherwise
provided by law.
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SECTION 1.7 ADDITIONAL ACTIONS. Subject to
the terms of this Merger Agreement, the parties hereto
shall take all such reasonable and lawful action as may
be necessary or appropriate in order to effectuate the
Merger. If, at any time after the Effective Date, the
Surviving Corporation shall consider or be advised that
any deeds, bills of sale, assignments, assurances or any
other actions or things are necessary or desirable to
vest, perfect or confirm, of record or otherwise, in the
Surviving Corporation its right, title or interest in, to
or under any of the rights, properties or assets of
either of Merger Sub or KCPL acquired or to be acquired
by the Surviving Corporation as a result of, or in
connection with, the Merger or otherwise to carry out
this Merger Agreement, the officers and directors of the
Surviving Corporation shall be authorized to execute and
deliver, in the name and on behalf of each of Merger Sub
and KCPL, all such deeds, bills of sale, assignments and
assurances and to take and do, in the name and on behalf
of each of Merger Sub and KCPL or otherwise, all such
other actions and things as may be necessary or desirable
to vest, perfect or confirm any and all right, title and
interest in, to and under such rights, properties or
assets in the Surviving Corporation or otherwise to carry
out this Merger Agreement.
SECTION 1.8 CONVERSION OF SECURITIES. On
the Effective Date, by virtue of the Merger and without
any action on the part of GPE, Merger Sub, KCPL or the
holder of any of the following securities:
(a) CONVERSION OF KCPL COMMON STOCK. Each
share of KCPL Common Stock issued and outstanding
immediately prior to the Effective Date shall be
converted into and thereafter represent one duly
issued, fully paid and nonassessable share of GPE
Common Stock.
(b) CONVERSION OF KCPL COMMON STOCK IN
TREASURY. Each share of KCPL Common Stock issued but
held by KCPL in its treasury immediately prior to
the Effective Date shall be converted into and
thereafter represent one duly issued, fully paid and
non-assessable share of GPE Common Stock held in
such entity's treasury after the Effective Date.
(c) CONVERSION OF KCPL 3.80% PREFERRED.
Each share of KCPL 3.80% Preferred issued and
outstanding immediately prior to the Effective Date
shall be converted into and thereafter represent one
duly issued, fully paid and nonassessable share of
GPE 3.80% Preferred.
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(d) CONVERSION OF KCPL 4.50% PREFERRED.
Each share of KCPL 4.50% Preferred issued and
outstanding immediately prior to the Effective Date
shall be converted into and thereafter represent one
duly issued, fully paid and nonassessable share of
GPE 4.50% Preferred.
(e) CONVERSION OF KCPL 4.20% PREFERRED.
Each share of KCPL 4.20% Preferred issued and
outstanding immediately prior to the Effective Date
shall be converted into and thereafter represent one
duly issued, fully paid and nonassessable share of
GPE 4.20% Preferred.
(f) CONVERSION OF KCPL 4.35% PREFERRED.
Each share of KCPL 4.35% Preferred issued and
outstanding immediately prior to the Effective Date
shall be converted into and thereafter represent one
duly issued, fully paid and nonassessable share of
GPE 4.35% Preferred.
(g) CONVERSION OF CAPITAL STOCK OF MERGER
SUB. Each share of Merger Sub Common Stock issued
and outstanding immediately prior to the Effective
Date shall be converted into and thereafter
represent one duly issued, fully paid and
nonassessable share of common stock, no par value,
of the Surviving Corporation.
(h) CANCELLATION OF CAPITAL STOCK OF GPE.
Each share of GPE Common Stock that is owned by KCPL
immediately prior to the Merger shall automatically
be cancelled and retired and shall cease to exist.
(i) RIGHTS OF CERTIFICATE HOLDERS. From
and after the Effective Date, holders of
certificates formerly evidencing KCPL Common Stock
or KCPL Preferred shall cease to have any rights as
shareholders of KCPL, except as provided by law;
provided, however, that such holders shall have the
rights set forth in Section 1.10 herein.
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SECTION 1.9 STOCK OPTIONS AND EQUITY-BASED
AWARDS. (a) On the Effective Date, automatically and
without any action on the part of KCPL, GPE, Merger Sub
or the holders of any options to acquire shares of KCPL
Common Stock (the "KCPL Stock Options"), or the holders
of any other equity-based award of KCPL, (i) GPE will
assume each KCPL Stock Option and each other equity-based
award of KCPL which is outstanding immediately prior to
the Effective Date, (ii) each such KCPL Stock Option will
become an option to purchase a number of shares of GPE
Common Stock equal to the number of shares of KCPL Common
Stock issuable upon the exercise of such KCPL Stock
Option, and otherwise upon the same terms and conditions
as such KCPL Stock Option and (iii) each such other
equity-based award of KCPL will become a similar equity-
based award with respect to a number of shares of GPE
Common Stock equal to the number of shares of KCPL Common
Stock subject to such equity-based award, and otherwise
upon the same terms and conditions as such equity-based
award.
(b) Upon the consummation of the Merger, GPE
shall assume sponsorship of and all obligations of KCPL
under the Dividend Reinvestment and Direct Stock Purchase
Plan and all employee benefit plans of KCPL, including
but not limited to KCPL's Long-Term Incentive Plan, Long-
and Short-Term Incentive Compensation Plan, Supplemental
Executive Retirement Plan and Nonqualified Deferred
Compensation Plan, and all retirement, medical, dental,
long-term disability, short-term disability, life
insurance, flexible spending account and any other such
benefit plans and programs of KCPL.
SECTION 1.10 SURRENDER OF CERTIFICATES.
(a) Until thereafter surrendered for transfer or exchange
in the ordinary course, each outstanding stock
certificate that, immediately prior to the Effective
Date, evidenced KCPL Common Stock shall be deemed and
treated for all corporate purposes to evidence the
ownership of the number of shares of GPE Common Stock
into which such shares of KCPL Common Stock were
converted pursuant to the provisions of Section 1.8 (a)
and (b) herein.
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(b) Until thereafter surrendered for transfer
or exchange in the ordinary course, each outstanding
stock certificate that, immediately prior to the
Effective Date, evidenced KCPL 3.80% Preferred, KCPL
4.50% Preferred, KCPL 4.20% Preferred or KCPL 4.35%
Preferred, as the case may be, shall be deemed and
treated for all corporate purposes to evidence the
ownership of the number of shares of the GPE 3.80%
Preferred, GPE 4.50% Preferred, GPE 4.20% Preferred or
GPE 4.35% Preferred, as the case may be, into which such
shares of KCPL Preferred were converted pursuant to the
provisions of Sections 1.8 (c), (d), (e) or (f) herein,
as the case may be.
ARTICLE II
ACTIONS TO BE TAKEN IN
CONNECTION WITH THE MERGER
SECTION 2.1 LISTING OF CERTAIN GPE CAPITAL
STOCK. KCPL shall use its reasonable efforts to cause the
GPE Common Stock, GPE 3.80% Preferred, GPE 4.50% Preferred
and GPE 4.35% Preferred to be issued pursuant to the Merger
to be approved for listing on the New York Stock Exchange
(the "NYSE") prior to the Effective Date, subject to official
notice of issuance.
SECTION 2.2 PROCUREMENT OF CUSIP NUMBERS. On or
prior to the Effective Date, GPE will use reasonable efforts
to procure a new CUSIP number for the GPE Common Stock, for
each series of GPE Preferred and for any other securities
which so require new CUSIP numbers in connection with the
Merger.
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SECTION 2.3 APPLICATION FOR REGULATORY
APPROVALS. Prior to the Effective Date, KCPL shall
apply for, and use reasonable efforts to obtain, the
following regulatory approvals and orders (the
"Regulatory Approvals") for the Merger: (1) all necessary
approvals from the Kansas Corporation Commission under
Chapter 66 of the Kansas Statutes Annotated; (2) all
necessary approvals from the Missouri Public Service
Commission under Chapter 393 of the Missouri Revised
Statutes; (3) all necessary approvals from the Federal
Energy Regulatory Commission under the Federal Power Act;
(4) all necessary approvals from the Nuclear Regulatory
Commission under the Atomic Energy Act; and (5) an order
from the Securities and Exchange Commission ("SEC"), in
form and substance reasonably acceptable to KCPL,
authorizing GPE and its subsidiaries to engage in such
transactions subject to SEC jurisdiction under the Public
Utility Holding Company Act of 1935 ("PUHCA") as KCPL
deems necessary for the normal operation of GPE' utility
holding company system following GPE's registration with
the SEC under Section 5 of PUHCA, including, but not
limited to, financing transactions subject to SEC
jurisdiction under Sections 6 and 7 of PUHCA and
acquisitions subject to SEC jurisdiction under Sections 9
and 10 of PUHCA.
ARTICLE III
CONDITIONS OF MERGER
SECTION 3.1 CONDITIONS PRECEDENT. The
obligations of the parties to this Merger Agreement to
consummate the Merger and the transactions contemplated
by this Merger Agreement shall be subject to fulfillment
or waiver by the parties hereto of each of the following
conditions:
(a) Prior to the Effective Date, the GPE Common
Stock, GPE 3.80% Preferred, GPE 4.50% Preferred and GPE
4.35% Preferred to be issued pursuant to the Merger shall
have been approved for listing, upon official notice of
issuance, by the NYSE.
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(b) On the Effective Date, Skadden, Arps,
Slate, Meagher & Flom LLP, special tax counsel to KCPL,
shall render an opinion to the Board of Directors of
KCPL, in form and substance reasonably satisfactory to
KCPL, on the basis of certain facts, representations and
assumptions set forth in such opinion, to the effect that
for federal income tax purposes (i) the Merger will
qualify as an exchange described in Section 351 of the
Internal Revenue Code of 1986, as amended; (ii) no gain
or loss will be recognized by the shareholders of KCPL
upon receipt of the GPE Common Stock, GPE 3.80%
Preferred, GPE 4.50% Preferred, GPE 4.20% Preferred or
GPE 4.35% Preferred as the case may be, in exchange for
their shares of KCPL Common Stock, KCPL 3.80% Preferred,
KCPL 4.50% Preferred, KCPL 4.20% Preferred or KCPL
Preferred 4.35%, as the case may be, pursuant to the
Merger; (iii) the tax basis of the shares of GPE Common
Stock, GPE 3.80% Preferred, GPE 4.50% Preferred, GPE
4.20% Preferred or GPE 4.35% Preferred, as the case may
be, to be received by KCPL's shareholders pursuant to the
Merger Agreement will be the same as their tax basis in
KCPL Common Stock, KCPL 3.80% Preferred, KCPL 4.50%
Preferred, KCPL 4.20% Preferred or KCPL 4.35% Preferred,
as the case may be, converted or exchanged therefor; and
(iv) the holding period of the GPE Common Stock, GPE
3.80% Preferred, GPE 4.50% Preferred, GPE 4.20% Preferred
or GPE 4.35% Preferred, as the case may be, to be
received by each of KCPL's shareholders pursuant to the
Merger Agreement will include the holding period of KCPL
Common Stock, KCPL 3.80% Preferred, KCPL 4.50% Preferred,
KCPL 4.20% Preferred or KCPL 4.35% Preferred, as the case
may be, converted or exchanged therefor, provided that
such KCPL Common Stock, KCPL 3.80% Preferred, KCPL 4.50%
Preferred, KCPL 4.20% Preferred or KCPL 4.35% Preferred,
as the case may be, is held as a capital asset in the
hands of such shareholder at the time of the Merger. In
rendering the opinion, such counsel may require and rely
upon representations contained in certificates of
officers of GPE and KCPL.
(c) Prior to the Effective Date, no order,
statute, rule, regulation, executive order, injunction,
stay, decree, judgment or restraining order shall have
been enacted, entered, promulgated or enforced by any
court or governmental or regulatory authority or
instrumentality which prohibits or makes illegal the
consummation of the Merger or the transactions
contemplated hereby.
(d) The KCPL and GPE shall have taken all
necessary corporate action to ensure that, immediately
prior to the Effective Date, the GPE Charter (including
with respect to authorized capital stock) and the GPE By-
laws shall contain provisions identical to KCPL Charter
and KCPL By-laws, respectively, in effect immediately
prior to the Effective Date (other than with respect to
matters excepted by Section 351.448.1(4) of the MGBCL).
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(e) Prior to the Effective Date, the
Regulatory Approvals shall have been obtained, in form
and substance satisfactory to the parties, and shall be
final and nonappealable.
ARTICLE IV
TERMINATION AND AMENDMENT
SECTION 4.1 TERMINATION. This Merger
Agreement may be terminated and the Merger contemplated
hereby may be abandoned at any time prior to the
Effective Date by action of the Board of Directors of
KCPL, GPE or Merger Sub if it is determined that for any
reason the completion of the transactions provided for
herein would be inadvisable or not in the best interest
of such corporation or its shareholders. In the event of
such termination and abandonment, this Merger Agreement
shall become void and neither KCPL, GPE or Merger Sub nor
their respective shareholders, directors or officers
shall have any liability with respect to such termination
and abandonment.
SECTION 4.2 AMENDMENT. This Merger Agreement
may be supplemented, amended or modified by the mutual
consent of the Boards of Directors of the parties to this
Merger Agreement.
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.1 GOVERNING LAW. THIS MERGER AGREE
MENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF MISSOURI, REGARDLESS OF
THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE
PRINCIPLES OF CONFLICTS OF LAWS.
SECTION 5.2 BINDING EFFECT AND
ASSIGNMENT. This Merger Agreement shall be binding upon
and inure to the benefit of the parties and to their
respective successors and assigns.
SECTION 5.3 THIRD PARTY BENEFICIARIES.
This Merger Agreement is not intended and shall not be
construed to confer upon any person,
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other than the parties hereto and their respective
successors and assigns, any rights or remedies hereunder.
SECTION 5.4 COUNTERPARTS. This Merger
Agreement may be executed in one or more counterparts,
each of which when executed shall be deemed to be an
original but all of which shall constitute one and the
same agreement.
SECTION 5.5 ENTIRE MERGER AGREEMENT.
This Merger Agreement, including the documents and
instruments referred to herein, constitutes the entire
agreement and supersedes all other prior agreements and
undertakings, both written and oral, among the parties,
or any of them, with respect to the subject matter
hereof.
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IN WITNESS WHEREOF, GPE, Merger Sub and KCPL
have caused this Merger Agreement to be executed as of
the date first written above by their respective officers
thereunto duly authorized.
KANSAS CITY POWER & LIGHT COMPANY
By: /s/Andrea F. Bielsker
Andrea F. Bielsker
Vice President of Finance, Chief
Financial Officer and Treasurer
GREAT PLAINS ENERGY INCORPORATED
By: /s/Bernard J. Beaudoin
Bernard J. Beaudoin
President
KCPL MERGER SUB INCORPORATED
By: /s/Bernard J. Beaudoin
Bernard J. Beaudoin
President
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