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Registration No. _____________
As filed with the Securities and Exchange Commission on April 3, 1998
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
KANSAS CITY POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)
Missouri 44-0308720
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization Identification No.)
1201 Walnut
Kansas City, Missouri 64106
(Address and Zip Code principal executive offices)
____________________
EMPLOYEE SAVINGS PLUS PLAN
____________________
Jeanie Sell Latz, Corporate Secretary
1201 Walnut
Kansas City, Missouri 64106
(Name and address of agent for service)
(816) 556-2936
(Telephone number, including area code, of agent of service)
____________________
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Proposed
Maximum Maximum
Title of Securities Offering Aggregate Amount of
to be Amount to be Price per Offering Registration
Registered Registered Share* Price* Fee
- -------------------- ---------------- --------- ----------- ------------
Common Stock without 1,000,000 shares $31.46875 $31,468,750 $9,283.28
Par Value
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In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
*Estimated solely for purpose of determining the registration fee.
The average of the high and low prices in Common Stock on March 30, 1998,
as reported on the NYSE Composite Transaction, was $31.46875.
This employee benefit plan was originally filed pursuant to
Registration Statement No. 33-17403. Additional securities were
registered for use in the Plan pursuant to Registration Statement
No. 33-33377, Registration Statement No. 33-42187, Registration
Statement No. 33-62942 and Registration Statement No. 33-58917.
The appropriate portions of those Registration Statements are
incorporated herein by reference.
No opinions of counsel are required herewith.
The consent of independent accountants is herein included.
Powers of Attorney for individual signatories are herein included.
1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Kansas City Power & Light Company (the Company) on
Form S-8 of (i) our report dated January 30, 1998, on our audits
of the consolidated financial statements of the Company as of
December 31, 1997, and 1996, and for the years ended December 31,
1997, 1996, and 1995, which report is included in the Company's
Annual Report on Form 10-K; and (ii) our report dated June 6,
1997, on our audits of the financial statements of the Kansas
City Power & Light Company's Employee Savings Plus Plan as of
December 31, 1996, and 1995, and for the years ended December 31,
1996, 1995, and 1994, which report is included in Kansas City
Power & Light Company's Employee Savings Plus Plan Annual Report
on Form 11-K.
/s/Coopers & Lybrand L. L. P.
(COOPERS & LYBRAND L. L. P.)
Kansas City, Missouri
April 3, 1995
2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute and
appoint Drue Jennings, his true and lawful attorney and agent,
with full power and authority to execute in the name and on
behalf of the undersigned as such director a Registration
Statement on Form S-8 and all amendments thereto; hereby granting
unto such attorney and agent full power of substitution and
revocation in the premises; and hereby ratifying and confirming
all that such attorney and agent may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 10th day of March, 1998.
/s/David L. Bodde
David L. Bodde
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 10th day of March, 1998, before me the undersigned,
a Notary Public, personally appeared David L. Bodde, to be known
to be the person described in and who executed the foregoing
instrument, and who, being by me first duly sworn, acknowledged
that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 2000
3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute and
appoint Drue Jennings, his true and lawful attorney and agent,
with full power and authority to execute in the name and on
behalf of the undersigned as such director a Registration
Statement on Form S-8 and all amendments thereto; hereby granting
unto such attorney and agent full power of substitution and
revocation in the premises; and hereby ratifying and confirming
all that such attorney and agent may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 10th day of March, 1998.
/s/William H. Clark
William H. Clark
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 10th day of March, 1998, before me the undersigned,
a Notary Public, personally appeared William H. Clark, to be
known to be the person described in and who executed the
foregoing instrument, and who, being by me first duly sworn,
acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 2000
4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute and
appoint Drue Jennings, his true and lawful attorney and agent,
with full power and authority to execute in the name and on
behalf of the undersigned as such director a Registration
Statement on Form S-8 and all amendments thereto; hereby granting
unto such attorney and agent full power of substitution and
revocation in the premises; and hereby ratifying and confirming
all that such attorney and agent may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 11th day of March, 1998.
/s/Robert J. Dineen
Robert J. Dineen
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 11th day of March, 1998, before me the undersigned,
a Notary Public, personally appeared Robert J. Dineen, to be
known to be the person described in and who executed the
foregoing instrument, and who, being by me first duly sworn,
acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 2000
5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute and
appoint Drue Jennings, his true and lawful attorney and agent,
with full power and authority to execute in the name and on
behalf of the undersigned as such director a Registration
Statement on Form S-8 and all amendments thereto; hereby granting
unto such attorney and agent full power of substitution and
revocation in the premises; and hereby ratifying and confirming
all that such attorney and agent may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 10th day of March, 1998.
/s/Arthur J. Doyle
Arthur J. Doyle
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 10th day of March, 1998, before me the undersigned,
a Notary Public, personally appeared Arthur J. Doyle, to be known
to be the person described in and who executed the foregoing
instrument, and who, being by me first duly sworn, acknowledged
that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 2000
6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute and
appoint Drue Jennings, his true and lawful attorney and agent,
with full power and authority to execute in the name and on
behalf of the undersigned as such director a Registration
Statement on Form S-8 and all amendments thereto; hereby granting
unto such attorney and agent full power of substitution and
revocation in the premises; and hereby ratifying and confirming
all that such attorney and agent may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 17th day of March, 1998.
/s/W. Thomas Grant II
W. Thomas Grant II
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 17th day of March, 1998, before me the undersigned,
a Notary Public, personally appeared W. Thomas Grant II, to be
known to be the person described in and who executed the
foregoing instrument, and who, being by me first duly sworn,
acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 2000
7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute and
appoint Drue Jennings, his true and lawful attorney and agent,
with full power and authority to execute in the name and on
behalf of the undersigned as such director a Registration
Statement on Form S-8 and all amendments thereto; hereby granting
unto such attorney and agent full power of substitution and
revocation in the premises; and hereby ratifying and confirming
all that such attorney and agent may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 10th day of March, 1998.
/s/George E. Nettels, Jr.
George E. Nettels, Jr.
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 10th day of March, 1998, before me the undersigned,
a Notary Public, personally appeared George E. Nettels, Jr., to
be known to be the person described in and who executed the
foregoing instrument, and who, being by me first duly sworn,
acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 2000
8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute and
appoint Drue Jennings, her true and lawful attorney and agent,
with full power and authority to execute in the name and on
behalf of the undersigned as such director a Registration
Statement on Form S-8 and all amendments thereto; hereby granting
unto such attorney and agent full power of substitution and
revocation in the premises; and hereby ratifying and confirming
all that such attorney and agent may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 10th day of March, 1998.
/s/Linda H. Talbott
Linda H. Talbott
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 10th day of March, 1998, before me the undersigned,
a Notary Public, personally appeared Linda H. Talbott, to be
known to be the person described in and who executed the
foregoing instrument, and who, being by me first duly sworn,
acknowledged that she executed the same as her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 2000
9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power &
Light Company, a Missouri corporation, does hereby constitute and
appoint Drue Jennings, his true and lawful attorney and agent,
with full power and authority to execute in the name and on
behalf of the undersigned as such director a Registration
Statement on Form S-8 and all amendments thereto; hereby granting
unto such attorney and agent full power of substitution and
revocation in the premises; and hereby ratifying and confirming
all that such attorney and agent may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 10th day of March, 1998.
/s/Robert H. West
Robert H. West
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 10th day of March, 1998, before me the undersigned,
a Notary Public, personally appeared Robert H. West, to be known
to be the person described in and who executed the foregoing
instrument, and who, being by me first duly sworn, acknowledged
that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year last above written.
/s/Jacquetta L. Hartman
Jacquetta L. Hartman
Notary Public
Ray County, Missouri
My Commission Expires:
April 8, 2000
10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement or amendment
thereto to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kansas City, and State of
Missouri, on the 3rd day of April, 1998.
KANSAS CITY POWER & LIGHT COMPANY
By: /s/Drue Jennings
(Drue Jennings)
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment has been signed below by
the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----------------------- -------------------
Chairman of the )
/s/Drue Jennings Board, President and )
(Drue Jennings) Chief Executive )
Officer (Principal )
Executive Officer) )
)
/s/Bernard J. Beaudoin Executive Vice )
(Beaudoin J. Beaudoin) President and Chief )
Financial Officer )
(Principal Financial )
Officer) )
)
/s/Neil Roadman Controller )
(Neil Roadman) (Principal )
Accounting Officer) )
)
David L. Bodde* Director )
(David L. Bodde) )
)
William H. Clark* Director )
(William H. Clark) )
)
Robert J. Dineen* Director ) April 3, 1998
(Robert J. Dineen) )
)
Arthur J. Doyle* Director )
(Arthur J. Doyle) )
)
W. Thomas Grant II* Director )
(W. Thomas Grant II) )
)
George E. Nettels, Jr.* Director )
(George E. Nettels, Jr.) )
)
Linda Hood Talbott* Director )
(Linda Hood Talbott) )
)
Robert H. West* Director )
(Robert H. West) )
*By /s/Drue Jennings
(Drue Jennings)
Attorney-in-fact
11