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Registration No. 33-45618
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
Registration Statement
Under
The Securities Act of 1933
_____________
GREAT PLAINS ENERGY INCORPORATED
(Exact name of registrant as specified in its charter)
Missouri 43-1916803
(State of other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
1201 WALNUT
KANSAS CITY, MISSOURI 64106
(Address and Zip Code of principal executive offices)
_____________
LONG-TERM INCENTIVE 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 for service)
_____________
AMENDMENT NO. 1 TO FORM S-8
GREAT PLAINS ENERGY INCORPORATED
LONG-TERM INCENTIVE PLAN
This post-effective amendment No. 1 to Registration
Statement on Form S-8 (Registration No. 33-45618) is being filed
pursuant to Rule 414 under the Securities Act of 1933 as amended
to reflect the completion by Kansas City Power & Light Company, a
Missouri Corporation ("KCPL"), of a corporate restructuring to
create a holding company structure. The holding company
organizational structure was effected pursuant to an agreement
and plan of merger among Kansas City Power and Light Company,
Great Plains Energy Incorporated, a Missouri Corporation ("GPE"),
and KCPL Merger Sub Incorporated, a Missouri Corporation ("Merger
Sub") and wholly owned subsidiary of GPE. The merger agreement
provides for, among other things, the merger of Merger Sub with
and into KCPL, with KCPL continuing as the surviving corporation.
Pursuant to Section 351.448 of the General Corporation Law of the
State of Missouri, stockholder approval of the merger was not
required.
As a result of the merger, which was consummated on October
1, 2001, KCPL became a direct wholly owned subsidiary of GPE.
Immediately following the merger, GPE became the successor issuer
on the New York Stock Exchange, replacing KCPL. Effectively, the
new GPE trading symbol GXP replaced the old trading symbol KLT.
As a result of the merger, all outstanding shares of KCPL
will be honored on a share for share basis as shares of GPE with
the same voting powers, designations, preferences, and rights,
and the same qualifications, restrictions, and limitations, as
the shares of KCPL previously held by the stockholders prior to
the holding company merger. The shares of the holding company
will continue to be represented by the same stock certificates
that previously represented shares of KCPL capital stock prior to
the holding company merger. 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 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.
In accordance with paragraph (d) of Rule 414 under the
Securities Act, GPE hereby expressly adopts this registration
statement as its own registration statement for all purposes of
the Securities Act and the Securities Exchange Act of 1934, as
amended.
The applicable registration fees were paid at the time of
the original filing of this registration statement.
Powers of Attorney for individual signatories are included
with this filing.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy
Incorporated, a Missouri corporation, does hereby constitute and
appoint Bernard J. Beaudoin and/or Jeanie Sell Latz, their 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 all amendments to Registration Statement on Form S-8
(Registration Statement No. 333-32636) for the Employee Savings
Plus Plan; 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 1st day of October, 2001.
/s/David L. Bodde
David L. Bodde
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 1st day of October, 2001, 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 they executed the same as their 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, 2004
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy
Incorporated, a Missouri corporation, does hereby constitute and
appoint Bernard J. Beaudoin and/or Jeanie Sell Latz, their 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 all amendments to Registration Statement on Form S-8
(Registration Statement No. 333-32636) for the Employee Savings
Plus Plan; 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 1st day of October, 2001.
/s/Mark A. Ernst
Mark A. Ernst
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 1st day of October, 2001, before me the undersigned,
a Notary Public, personally appeared Mark A. Ernst, 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 they executed the same as their 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, 2004
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy
Incorporated, a Missouri corporation, does hereby constitute and
appoint Bernard J. Beaudoin and/or Jeanie Sell Latz, their 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 all amendments to Registration Statement on Form S-8
(Registration Statement No. 333-32636) for the Employee Savings
Plus Plan; 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 1st day of October, 2001.
/s/William K. Hall
William K. Hall
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 1st day of October, 2001, before me the undersigned,
a Notary Public, personally appeared William K. Hall, 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 they executed the same as their 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, 2004
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy
Incorporated, a Missouri corporation, does hereby constitute and
appoint Bernard J. Beaudoin and/or Jeanie Sell Latz, their 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 all amendments to Registration Statement on Form S-8
(Registration Statement No. 333-32636) for the Employee Savings
Plus Plan; 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 1st day of October, 2001.
/s/Luis A. Jimenez
Luis A. Jimenez
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 1st day of October, 2001, before me the undersigned,
a Notary Public, personally appeared Luis A. Jimenez, 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 they executed the same as their 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, 2004
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy
Incorporated, a Missouri corporation, does hereby constitute and
appoint Bernard J. Beaudoin and/or Jeanie Sell Latz, their 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 all amendments to Registration Statement on Form S-8
(Registration Statement No. 333-32636) for the Employee Savings
Plus Plan; 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 1st day of October, 2001.
/s/William C. Nelson
William C. Nelson
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 1st day of October, 2001, before me the undersigned,
a Notary Public, personally appeared William C. Nelson, 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 they executed the same as their 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, 2004
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy
Incorporated, a Missouri corporation, does hereby constitute and
appoint Bernard J. Beaudoin and/or Jeanie Sell Latz, their 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 all amendments to Registration Statement on Form S-8
(Registration Statement No. 333-32636) for the Employee Savings
Plus Plan; 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 1st day of October, 2001.
/s/Linda H. Talbott
Linda H. Talbott
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 1st day of October, 2001, 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 they executed the same as their 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, 2004
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy
Incorporated, a Missouri corporation, does hereby constitute and
appoint Bernard J. Beaudoin and/or Jeanie Sell Latz, their 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 all amendments to Registration Statement on Form S-8
(Registration Statement No. 333-32636) for the Employee Savings
Plus Plan; 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 1st day of October, 2001.
/s/Robert H. West
Robert H. West
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
On this 1st day of October, 2001, 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 they executed the same as their 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, 2004
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 1st day of October, 2001.
GREAT PLAINS ENERGY INCORPORATED
By: /s/Bernard J. Beaudoin
(Bernard J. Beaudoin)
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 Board, )
/s/Bernard J. Beaudoin President and Chief )
(Bernard J. Beaudoin) Executive Officer )
(Principal Executive Officer) )
)
/s/Andrea F. Bielsker Vice President-Finance, )
Andrea F. Bielsker Chief Financial Officer )
and Treasurer (Principal )
Financial Officer) )
)
/s/Neil Roadman Controller (Principal )
(Neil Roadman Accounting Officer) )
)
/s/David L. Bodde* Director )
(David L. Bodde) )
)
Mark A. Ernst* Director )
(Mark A. Ernst) ) October 1, 2001
)
William K. Hall* Director )
(William K. Hall) )
)
Luis A. Jimenez* Director )
(Luis A. Jimenez) )
)
William C. Nelson* Director )
(William C. Nelson) )
)
Linda Hood Talbott* Director )
(Linda Hood Talbott) )
)
Robert H. West* Director )
(Robert H. West) )
*By /s/Bernard J. Beaudoin
(Bernard J. Beaudoin)
Attorney-in-fact