UNITED STATES
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):
April 19, 2017
| Commission File Number |
Exact Name of Registrant as Specified in its Charter, State of Incorporation, Address of Principal Executive Offices and Telephone Number |
I.R.S. Employer Identification No. | ||
| 001-32206 | GREAT PLAINS ENERGY INCORPORATED | 43-1916803 | ||
| (A Missouri Corporation) | ||||
| 1200 Main Street | ||||
| Kansas City, Missouri 64105 | ||||
| (816) 556-2200 | ||||
NOT APPLICABLE
(Former name or former address, if changed since last report)
| 000-51873 | KANSAS CITY POWER & LIGHT COMPANY | 44-0308720 | ||
| (A Missouri Corporation) | ||||
| 1200 Main Street | ||||
| Kansas City, Missouri 64105 | ||||
| (816) 556-2200 | ||||
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
This combined Current Report on Form 8-K is being filed by Great Plains Energy Incorporated (“Great Plains Energy”) and Kansas City Power & Light Company (“KCP&L”). KCP&L is a wholly-owned subsidiary of Great Plains Energy and represents a significant portion of its assets, liabilities, revenues, expenses and operations. Thus, all information contained in this report relates to, and is filed by, Great Plains Energy. Information that is specifically identified in this report as relating solely to Great Plains Energy does not relate to, and is not filed by, KCP&L. KCP&L makes no representation as to that information.
Section 8 - Other Events
| Item 8.01 | Other Events. |
As previously disclosed, on May 29, 2016, Great Plains Energy and Westar Energy, Inc., a Kansas corporation (“Westar”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Great Plains Energy, Westar and, from and after its accession thereto, GP Star, Inc., a Kansas corporation and a wholly owned subsidiary of Great Plains Energy.
On June 28, 2016, Great Plains Energy, KCP&L and Westar, and certain of their respective affiliates, filed a joint merger application with the Kansas Corporation Commission (“KCC”) seeking approval of the transactions contemplated by the Merger Agreement. After public hearings and briefing on the matter, on April 19, 2017 the KCC issued an order denying the joint merger application and rejecting Great Plains Energy’s application to acquire Westar. We are evaluating the statements made by the KCC at the public meeting and its written order and are considering next steps in this process.
Forward Looking Statements
This report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by Great Plains Energy include those factors discussed herein, as well as the items discussed in Great Plains Energy’s 2016 Annual Report on Form 10-K and other factors discussed in filings with the Securities and Exchange Commission (“SEC”) by Great Plains Energy. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this report. Great Plains Energy does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this report. This list of factors is not all-inclusive because it is not possible to predict all factors. Additional risk factors are detailed from time to time in Great Plains Energy’s and KCP&L’s quarterly reports on Form 10-Q filed with the SEC. Each forward-looking statement speaks only as of the date of the particular statement. Great Plains Energy and KCP&L undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| GREAT PLAINS ENERGY INCORPORATED |
| /s/ Lori A. Wright |
| Lori A. Wright |
| Vice President - Corporate Planning, Investor Relations and Treasurer |
| KANSAS CITY POWER & LIGHT COMPANY |
| /s/ Lori A. Wright |
| Lori A. Wright |
| Vice President - Corporate Planning, Investor Relations and Treasurer |
Date: April 19, 2017