f8ktermdate.htm
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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Current
Report
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Pursuant
to Section 13 or 15(d) of the
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Securities
Exchange Act of 1934
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Date
of Report (Date of earliest event reported): January 31,
2008
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Commission
File
Number
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Registrant,
State of Incorporation,
Address
and Telephone Number
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I.R.S.
Employer
Identification
Number
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001-32206
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GREAT
PLAINS ENERGY INCORPORATED
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43-1916803
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(A
Missouri Corporation)
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1201
Walnut Street
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Kansas
City, Missouri 64106
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(816)
556-2200
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NOT
APPLICABLE
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(Former
name or former address,
if
changed since last report)
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000-51873
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KANSAS
CITY POWER & LIGHT COMPANY
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44-0308720
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(A
Missouri Corporation)
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1201
Walnut Street
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Kansas
City, Missouri 64106
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(816)
556-2200
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NOT
APPLICABLE
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(Former
name or former address,
if
changed since last report)
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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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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(17
CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Great
Plains Energy Incorporated (Great Plains Energy) and Kansas City
Power & Light Company (KCP&L) (the Registrants) are separately
filing this combined Current Report on Form 8-K (Report).
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On
February 6, 2007, Great Plains Energy entered into an Agreement and Plan of
Merger (the “Merger Agreement”) pursuant to which Gregory Acquisition Corp., a
wholly-owned subsidiary of Great Plains Energy, will merge into Aquila, Inc.
(“Aquila”), a Delaware corporation, causing Aquila to become a wholly-owned
subsidiary of Great Plains Energy. Immediately prior to the consummation of
the
merger, Black Hills Corporation, a South Dakota corporation (“Black Hills”) will
acquire from Aquila its Colorado electric utility assets and Colorado, Iowa,
Kansas and Nebraska gas utility assets pursuant to an Asset Purchase Agreement
and a Partnership Interests Purchase Agreement, both dated as of February 6,
2007 (collectively, the “Asset Sale Agreements”). Each transaction is contingent
on the completion of the other transaction, meaning that one transaction will
not be completed unless the other transaction is completed.
The
Merger Agreement and Asset Sale Agreements provide that they may be terminated
if, among other things, the transactions have not been consummated by February
6, 2008 (the “Termination Date”). Each agreement further provides
that if any party to the agreement determines that additional time is necessary
to obtain any of the specified regulatory consents or approvals, the Termination
Date may be extended from time to time by written notice, up to August 6,
2008.
On
January 31, 2008, Great Plains Energy and Aquila provided written notice to
each
other that the Termination Date of the Merger Agreement is extended to May
1,
2008. Also on that date Aquila and Black Hills provided written
notice to each other and to Great Plains Energy that the Termination Date of
the
Asset Sales Agreements is extended to May 1, 2008.
In
April
2007, Great Plains Energy, KCP&L and Aquila filed joint applications with
the Missouri Public Service Commission (the “MPSC”) and the Kansas Corporation
Commission (the “KCC”) requesting approval of the transactions contemplated by
the Merger Agreement and certain other regulatory matters. On January
31, 2008, Great Plains Energy issued a press release regarding the filing of
a
proposed procedural schedule with the MPSC and the currently anticipated
schedule of hearings before the KCC. A copy of this press release is
attached as Exhibit 99.1 hereto.
The
information contained in Item 1.01 is incorporated herein by
reference.
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Item
9.01
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Financial
Statements and Exhibits
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(d) Exhibits
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99.1
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Press
release issued by Great Plains Energy on January 31,
2008.
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Forward
Looking Statements
Statements
made in this report that are not based on historical facts are forward-looking,
may involve risks and uncertainties, and are intended to be as of the date
when
made. Forward-looking statements include, but are not limited to,
statements regarding projected delivered volumes and margins, the outcome of
regulatory proceedings, cost estimates of the comprehensive energy plan and
other matters affecting future operations. In connection with the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995,
the registrants are providing a number of important factors that could cause
actual results to differ materially from the provided forward-looking
information. These important factors include: future economic
conditions in the regional, national and international markets, including but
not limited to regional and national wholesale electricity markets; market
perception of the energy industry, Great Plains Energy and KCP&L; changes in
business strategy, operations or development plans; effects of current or
proposed state and federal legislative and regulatory actions or developments,
including, but not limited to, deregulation, re-regulation and restructuring
of
the electric utility industry; decisions of regulators regarding rates KCP&L
can charge for electricity; adverse changes in applicable laws, regulations,
rules, principles or practices governing tax, accounting and environmental
matters including, but not limited to, air and water quality; financial market
conditions and performance including, but not limited to, changes in interest
rates and in availability and cost of capital and the effects on pension plan
assets and costs; credit ratings; inflation rates; effectiveness of risk
management policies and procedures and the ability of counterparties to satisfy
their contractual commitments; impact of terrorist acts; increased competition
including, but not limited to, retail choice in the electric utility industry
and the entry of new competitors; ability to carry out marketing and sales
plans; weather conditions including weather-related damage; cost, availability,
quality and deliverability of fuel; ability to achieve generation planning
goals
and the occurrence and duration of unplanned generation outages; delays in
the
anticipated in-service dates and cost increases of additional generating
capacity; nuclear operations; ability to enter new markets successfully and
capitalize on growth opportunities in non-regulated businesses and the effects
of competition; workforce risks including compensation and benefits costs;
performance of projects undertaken by non-regulated businesses and the success
of efforts to invest in and develop new opportunities; the ability to
successfully complete merger, acquisition or divestiture plans (including the
acquisition of Aquila, Inc., and Aquila’s sale of assets to Black Hills
Corporation); the outcome of Great Plains Energy's review of strategic and
structural alternatives for its subsidiary Strategic Energy, L.L.C.; and
other risks and uncertainties.
This
list
of factors is not all-inclusive because it is not possible to predict all
factors. Other risk factors are detailed from time to time in Great
Plains Energy’s and KCP&L’s most recent quarterly report on Form 10-Q or
annual report on From 10-K filed with the Securities and Exchange
Commission. Any forward-looking statement speaks only as of the date
on which such statement is made.
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.
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GREAT
PLAINS ENERGY INCORPORATED
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/s/
Terry Bassham
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Terry
Bassham
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Executive
Vice President- Finance & Strategic Development and Chief Financial
Officer
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KANSAS
CITY POWER & LIGHT COMPANY
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/s/
Terry Bassham
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Terry
Bassham
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Chief
Financial Officer
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Date: January
31, 2008
release.htm
Exhibit
99.1
Media
Contact: Katie
McDonald 816-556-2365
Investor
Contact: Ellen Fairchild 816-556-2083
GREAT
PLAINS ENERGY & AQUILA FILE PROCEDURAL SCHEDULE FOR RESUMING MISSOURI
HEARINGS AND EXTEND TERMINATION DATE
KANSAS
CITY, Mo. (Jan. 31, 2008) -- Great
Plains Energy, Inc. (NYSE: GXP), Kansas City
Power & Light Company and Aquila have filed a proposed procedural schedule
with the Missouri Public Service Commission suggesting dates for resuming
regulatory hearings on the proposed acquisition of Aquila (NYSE: ILA) by
Great
Plains Energy. Given the current status of the regulatory approval
process, Great Plains, Black Hills Corporation (NYSE: BKH) and Aquila
have mutually provided notice to each other initially extending the termination
dates for the acquisition and asset sale transactions to May 1, 2008, from
February 6, 2008. The transactions could close earlier than that
date, depending on when the required regulatory consents are received and
the
other conditions to closing are satisfied.
“We
requested in December a postponement of the regulatory hearings in Missouri
while we worked on a revised proposal that would address the concerns raised
by
parties,” Michael Chesser, Chairman and CEO, Great Plains Energy, said. “We are
continuing discussions with those parties about the revised proposal, but
have
filed a proposed procedural schedule in case we don’t reach an
agreement.”
The
companies proposed that hearings be resumed with the Missouri Public Service
Commission beginning on March 17. Hearings on the companies’ related
application with the Kansas Corporation Commission are expected to start
on
February 12. Approvals of the transactions by the Missouri, Kansas
and Colorado regulatory commissions are still necessary for the transactions
to
be completed.
“We
remain firmly committed to this transaction,” Chesser said. “It will create a
strong, regional utility that will provide savings to customers, growth for
shareholders, increased reliability and environmental upgrades, and an improved
total living environment for the community.”
About
Great
PlainsEnergy:
Great
Plains Energy
Incorporated (NYSE:GXP) headquartered in Kansas City, MO, is the holding
company
for Kansas City Power & Light Company, a leading regulated provider of
electricity in the Midwest, and Strategic Energy L.L.C., a competitive
electricity supplier. More information about the company is available
on the Internet at: http://www.greatplainsenergy.com.
FORWARD-LOOKING
STATEMENTS
Statements
made in this release that are not based on historical facts are forward-looking,
may involve risks and uncertainties, and are intended to be as of the date
when
made. Forward-looking statements include, but are not limited to,
statements regarding projected delivered volumes and margins, the outcome
of
regulatory proceedings, cost estimates of the comprehensive energy plan and
other matters affecting future operations. In connection with the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995,
the registrants are providing a number of important factors that could cause
actual results to differ materially from the provided forward-looking
information. These important factors include: future economic
conditions in the regional, national and international markets, including
but
not limited to regional and national wholesale electricity markets; market
perception of the energy industry, Great Plains Energy and KCP&L; changes in
business strategy, operations or development plans; effects of current or
proposed state and federal legislative and regulatory actions or developments,
including, but not limited to, deregulation, re-regulation and restructuring
of
the electric utility industry; decisions of regulators regarding rates KCP&L
can charge for electricity; adverse changes in applicable laws, regulations,
rules, principles or practices governing tax, accounting and environmental
matters including, but not limited to, air and water quality; financial market
conditions and performance including, but not limited to, changes in interest
rates and in availability and cost of capital and the effects on pension
plan
assets and costs; credit ratings; inflation rates; effectiveness of risk
management policies and procedures and the ability of counterparties to satisfy
their contractual commitments; impact of terrorist acts; increased competition
including, but not limited to, retail choice in the electric utility industry
and the entry of new competitors; ability to carry out marketing and sales
plans; weather conditions including weather-related damage; cost, availability,
quality and deliverability of fuel; ability to achieve generation planning
goals
and the occurrence and duration of unplanned generation outages; delays in
the
anticipated in-service dates and cost increases of additional generating
capacity; nuclear operations; ability to enter new markets successfully and
capitalize on growth opportunities in non-regulated businesses and the effects
of competition; workforce risks including compensation and benefits costs;
performance of projects undertaken by non-regulated businesses and the success
of efforts to invest in and develop new opportunities; the ability to
successfully complete merger, acquisition or divestiture plans (including
the
acquisition of Aquila, Inc., and Aquila’s sale of assets to Black Hills
Corporation); the outcome of Great Plains Energy’s review of strategic and
structural alternatives for its subsidiary Strategic Energy, L.L.C.; and
other
risks and uncertainties. Other
risk factors
are detailed from time to time in Great Plains Energy’s most recent quarterly
report on Form 10-Q or annual report on Form 10-K filed with the Securities
and
Exchange Commission. This list of factors is not all-inclusive
because it is not possible to predict all factors.
