s3drip.htm
Prospectus
GREAT
PLAINS ENERGY
INCORPORATED
Dividend
Reinvestment and Direct Stock Purchase Plan
1,000,000
Shares of Common Stock
(Without
Par Value)
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Great
Plains Energy Incorporated ("Great Plains Energy") offers you the opportunity
to
participate in its Dividend Reinvestment and Direct Stock Purchase Plan
("Plan"). The Plan is a convenient way for you to:
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Purchase
shares of Great Plains Energy's common stock.
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Reinvest
all or some of your cash dividends in additional
shares.
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Deposit
your stock certificates for
safekeeping.
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This
is a
restatement of Great Plains Energy's Dividend Reinvestment and Direct Stock
Purchase Plan. If you are currently enrolled in the Great Plains Energy Plan,
your enrollment will continue uninterrupted in the Plan.
The
Administrator of the Plan may buy shares of common stock on the open market
(New
York Stock Exchange) or directly from Great Plains Energy. If it buys on the
open market, the price of the shares will be the average cost of all shares
purchased for the relevant investment date plus a nominal brokerage commission
fee (currently $.05 per share). If it buys from Great Plains Energy, the price
will be the average of the high and low prices of the common stock for the
relevant investment date as reported on the New York Stock Exchange "NYSE"
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Consolidated Tape.
Great
Plains Energy Incorporated common stock is traded on the New York Stock Exchange
under the symbol "GXP".
Participating
in the Plan and investing in our common stock involves risks. You should
carefully consider the information described or referred to under the heading
“Risk Factors” beginning on page 4.
Our
principal executive offices are located at 1201 Walnut Street, Kansas City,
Missouri 64106-2124, and the telephone number is
(816) 556-2200.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal
offense.
____________________
October
15, 2007
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement filed with the Securities and
Exchange Commission ("SEC"). Under this registration statement, we may offer
up
to a total of one million shares of our common stock described in this
prospectus pursuant to the Plan. This prospectus provides you with a
general description of the Plan. We may also add, update or change the
information contained in this prospectus by means of a supplement to this
prospectus. If there is any inconsistency between the information in this
prospectus and any prospectus supplement, you should rely on the information
in
the prospectus supplement. The registration statement we filed with the SEC
includes exhibits that provide more detail on descriptions of the matters
discussed in this prospectus. Before you invest in our securities, you should
carefully read the registration statement and exhibits thereto, this prospectus,
any prospectus supplement and the information contained in the documents we
refer to in this prospectus under "Where You Can Find More
Information."
References
in this prospectus to "Great Plains Energy" or "the Company" or to the terms
"we", "us" or other similar terms mean Great Plains Energy Incorporated and
its
subsidiaries, unless the context clearly indicates otherwise.
You
should rely only on the information contained or incorporated by reference
in
this prospectus and any prospectus supplement. We have not authorized anyone
else to provide you with any different information. If anyone provides you
with
different or inconsistent information, you should not rely on it. We are not
making an offer to sell securities in any jurisdiction where the offer or sale
is not permitted. The information contained in this prospectus is current only
as of the date of this prospectus.
WHERE
YOU CAN FIND MORE INFORMATION
We
file
annual, quarterly and current reports, and proxy statements and other
information with the SEC through the SEC's Electronic Data Gathering, Analysis
and Retrieval system and these filings are publicly available through the SEC's
website (http://www.sec.gov). You may read and copy such material at the SEC's
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling
the
SEC at 1-800-SEC-0330. You may also obtain copies of such material at prescribed
rates from the Public Reference Section of the SEC at 100 F Street, N.E.,
Washington, D.C. 20549.
The
SEC
allows us to "incorporate by reference" into this prospectus the information
we
file with them. This means that we can disclose important information to you
by
referring you to the documents containing the information. The information
we
incorporate by reference is considered to be included in and an important part
of this prospectus and should be read with the same care. Information that
we
file later with the SEC that is incorporated by reference into this prospectus
will automatically update and supersede this information. We are incorporating
by reference into this prospectus the following documents that we have filed
with the SEC and any subsequent filings we make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the
offering of the securities described in this prospectus is
completed:
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Our
Annual Report on Form 10-K for the year ended December 31, 2006,
filed
with the SEC on February 27, 2007;
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Our
Quarterly Reports on Form 10-Q for the quarterly period ended March
31,
2007 and June 30, 2007, filed with the SEC on May 9, 2007 and August
3,
2007, respectively;
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Our
Current Reports on Form 8-K dated:
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February
1, 2007 and filed with the SEC on February 2,
2007;
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February
7, 2007 and filed with the SEC on February 8, 2007 (concerning the
Agreement and Plan of Merger with
Aquila);
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February
7, 2007 and filed with the SEC on February 12,
2007;
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March
1, 2007 and filed with the SEC on March 1,
2007;
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March
1, 2007 and filed with the SEC on March 2,
2007;
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March
2, 2007 and filed with the SEC on March 2,
2007;
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March
6, 2007 and filed with the SEC on March 7,
2007;
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March
15, 2007 and filed with the SEC on March 20,
2007;
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March
19, 2007 and filed with the SEC on March 20,
2007;
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April
30, 2007 and filed with the SEC on May 4,
2007;
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May
1, 2007 and filed with the SEC on May 1,
2007;
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June
4, 2007 and filed with the SEC on June 4,
2007;
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July
10, 2007 and filed with the SEC on July 16,
2007;
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August
8, 2007 and filed with the SEC on August 9,
2007;
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September
7, 2007 and filed with the SEC on September 10,
2007;
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September
12, 2007 and filed with the SEC on September 13,
2007;
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September
20, 2007 and filed with the SEC on September 20,
2007;
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September
19, 2007 and filed with the SEC on September 24,
2007;
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September
25, 2007 and filed with the SEC on September 26,
2007;
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October
3, 2007 and filed with the SEC on October 9,
2007;
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October
15, 2007 and filed with the SEC on October 15, 2007;
and
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Our
joint proxy statement/prospectus dated August 27, 2007 (File No.
333-142715), filed with the SEC on August 28,
2007.
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Our
website is www.greatplainsenergy.com. Information contained on our
website is not incorporated herein except to the extent specifically so
indicated. We make available, free of charge, on or through our website, our
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on
Form 8-K, and amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Securities Exchange Act as soon as reasonably practicable
after we electronically file such material with, or furnish it to, the SEC.
In
addition, we make available on or through our website all other reports,
notifications and certifications filed electronically with the SEC. You may
obtain a free copy of our filings with the SEC by writing or telephoning us
at
the following address: Great Plains Energy Incorporated, 1201 Walnut Street,
Kansas City, Missouri 64106-2124 (Telephone No.: 816-556-2200) Attention: Senior
Vice President - Corporate Services and Corporate Secretary, or by contacting
us
on our website.
CAUTIONARY
STATEMENTS REGARDING
CERTAIN
FORWARD-LOOKING INFORMATION
This
prospectus and the documents incorporated or deemed incorporated by reference
as
described under the heading “Where You Can Find More Information” contain
forward-looking statements that are not based on historical facts. Forward
looking statements include, but are not limited to, statements regarding
projected delivery volumes and margins, the outcome of regulatory proceedings,
cost estimates for our comprehensive energy plan and other matters affecting
future operations. These forward-looking statements are based on assumptions,
expectations, and assessments made by our management in light of their
experience and their perception of historical trends, current conditions,
expected future developments and other factors they believe to be appropriate.
Any forward-looking statements are not guarantees of our future performance
and
are subject to risks and uncertainties, including those described or referred
to
under the heading “Risk Factors” in this prospectus, and in our other SEC
filings. These risks and uncertainties could cause actual results, developments
and business decisions to differ materially from those contemplated or implied
by forward-looking statements. Consequently, you should recognize these
statements for what they are and we caution you not to rely upon them as facts.
We disclaim any duty to update any forward-looking statements.
GREAT
PLAINS ENERGY INCORPORATED
Great
Plains Energy Incorporated
Great
Plains Energy Incorporated is a public utility holding company and does not
own
or operate any significant assets other than the stock of our subsidiaries.
Our
principal active subsidiaries are:
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Kansas
City Power & Light Company (KCP&L), which provides regulated
electric utility service to customers in the Kansas City metropolitan
area
in Missouri and Kansas. KCP&L is a wholly-owned subsidiary
directly owned by Great Plains Energy
Incorporated.
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Strategic
Energy, L.L.C. (Strategic Energy), which provides competitive retail
electricity supply services in several electricity markets offering
retail
choice. Strategic Energy is a wholly-owned subsidiary
indirectly owned by Great Plains Energy Incorporated through intermediate
holding companies.
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We
also
indirectly hold investments in affordable housing limited
partnerships. Finally, our direct wholly-owned subsidiary, Great
Plains Energy Services Incorporated, provides services at cost to us and our
subsidiaries, including KCP&L.
We
were
incorporated in 2001 as a Missouri corporation and became the holding company
for KCP&L that year as a result of a corporate
reorganization. Our principal executive offices are located at 1201
Walnut Street, Kansas City, Missouri 64106, and our telephone number is (816)
556-2200.
KCP&L
KCP&L
is an integrated, regulated electric utility, headquartered in Kansas City,
Missouri, that engages in the generation, transmission, distribution and sale
of
electricity. As of December 31, 2006, KCP&L served slightly over 505,000
customers located in all or portions of 24 counties in western Missouri and
eastern Kansas. Customers included approximately 446,000 residences, over 57,000
commercial firms, and approximately 2,200 industrials, municipalities and other
electric utilities. KCP&L's retail revenues averaged approximately 81% of
its total operating revenues over the last three years. Wholesale firm power,
bulk power sales and miscellaneous electric revenues accounted for the remainder
of utility revenues. KCP&L is significantly impacted by seasonality with
approximately one-third of its retail revenues recorded in the third quarter.
KCP&L's total electric revenues averaged approximately 43% of our
consolidated revenues over the last three years. KCP&L's income from
continuing operations accounted for approximately 119%, 88% and 87% of our
consolidated income from continuing operations in 2006, 2005 and 2004,
respectively.
Strategic
Energy
Strategic
Energy provides competitive retail electricity supply services by entering
into
power supply contracts to supply electricity to its end−use customers. Of the
states that offer retail choice, Strategic Energy operates in California,
Connecticut, Illinois, Maryland, Massachusetts, Michigan, New Jersey, New York,
Ohio, Pennsylvania and Texas. In addition to competitive retail electricity
supply services, Strategic Energy records insignificant wholesale revenues
and
purchased power expense incidental to the retail services provided. Strategic
Energy also provides strategic planning, consulting and billing and scheduling
services in the natural gas and electricity markets.
Strategic
Energy provides services to approximately 108,500 commercial, institutional
and
small manufacturing accounts (for approximately 26,700 customers), including
numerous Fortune 500 companies, smaller companies and governmental entities.
Strategic Energy's revenues averaged approximately 57% of our consolidated
revenues over the last three years. Strategic Energy's net income accounted
for
approximately (8%), 17% and 24% of our consolidated income from continuing
operations in 2006, 2005 and 2004, respectively.
RISK
FACTORS
Our
actual results in future periods could differ materially from historical results
and the forward-looking statements contained in this prospectus. Factors that
might cause or contribute to such differences include, but are not limited
to,
those referenced below. Our business is influenced by many factors that are
difficult to predict, involve uncertainties that may materially affect actual
results, and are often beyond our control. Additional risks and uncertainties
not presently known or that we currently believe to be immaterial may also
adversely affect us. The risk factors referenced below should be carefully
considered before making an investment in our common stock. In addition, there
are risks related to participating in the Plan, which are discussed
below.
Investing
in our securities involves risks. You should carefully consider the information
under the heading “Risk Factors” in:
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our
Annual Report on Form 10-K for the fiscal year ended December 31,
2006, which is incorporated by reference into this
prospectus;
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our
Quarterly Report on Form 10-Q for the quarterly period ended June
30,
2007, which is incorporated by reference into this
prospectus;
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Our
joint proxy statement/prospectus dated August 27, 2007, which is
incorporated by reference into this prospectus; and
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documents
we file with the SEC after the date of this prospectus and which
are
deemed incorporated by reference into this
prospectus.
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There
are Market Risks Associated with Investing in the Plan
Participants
in the Plan have no control over or authority to direct the timing or price
at
which shares of common stock are purchased or sold for their Plan accounts.
The
investment period of the Plan is limited because purchases and sales of shares
of our common stock under the Plan are transacted only on the monthly investment
date (the 20th day of the month or, if not a business day, the next business
day). Therefore, participants in the Plan bear market risk associated with
fluctuations in the price of our common stock. In addition, no interest is
paid
on funds held by the administrator pending investment.
There
are Tax Consequences to Reinvesting Cash Dividends Under the
Plan
In
general, the full amount of cash dividends paid on a participant’s shares of our
common stock under the Plan is considered to be received by the participant
for
federal income tax purposes whether actually received in cash or reinvested
in
additional shares under the Plan. Therefore, by electing to reinvest cash
dividends in additional shares of our common stock, a participant in the Plan
may incur tax liability without having received the cash dividends to satisfy
that liability.
IMPORTANT
CONSIDERATIONS
The
purpose of the Plan is to provide a convenient and useful service for our
current or potential shareholders. Nothing in this prospectus or other Plan
information represents a recommendation by us or anyone else that any person
buy
or sell our common stock. We urge you to read this prospectus and the documents
incorporated or deemed incorporated by reference in this prospectus thoroughly
before you make your independent investment decision regarding participation
in
the Plan.
The
value
of our shares may increase or decrease from time to time. There is no assurance
whether, or at what rate, we will continue to pay dividends. The Securities
Investor Protection Corporation, the Federal Deposit Insurance Corporation,
or
any other entity does not insure Plan accounts.
USE
OF PROCEEDS
If
we
issue new shares of common stock under the Plan, the net proceeds will be added
to our general funds and used for general corporate purposes.
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SUMMARY
OF PLAN HIGHLIGHTS
Because
this section is a summary, it does not contain all the information that may
be
important to you. You should read the entire prospectus carefully.
How
to Enroll
You
need
not be a shareholder to participate in the Plan. You may purchase your first
shares through the Plan by completing an enrollment form and making an initial
minimum cash investment of at least $500. An enrollment fee of $5 will be
deducted from this amount prior to investment.
If
you
are already a shareholder but not a participant in the Plan, you can enroll
by
completing an enrollment form and sending it to the Plan administrator. You
can
deposit your shares for safekeeping or reinvest all or some of your dividends
in
our common stock.
We
pay
all administrative fees associated with purchases through the Plan; the only
charge to you is a one-time enrollment fee of $5 plus a nominal commission
fee
(currently $.05) per purchased share.
Monthly
Investments
After
you
enroll, you can make investments in any amount from a minimum of $100 to a
maximum of $60,000 annually. Investments can be automatically deducted directly
from your bank account each month provided the amount meets the minimum/maximum
requirements. You can change the amount at any time provided you give the
administrator proper instructions about any changes in time to process your
request.
How
to Pay for Shares
You
can
make purchases in various ways - by check, automatic deduction or dividend
reinvestment. Your investment dollars (minus the enrollment and per share
purchase fee) are fully used to purchase our shares.
Reinvest
Dividends Automatically
You
can
automatically reinvest all or part of your dividends in additional shares.
If
you reinvest partially in additional shares, you will receive your remaining
dividends in cash.
Sell
Plan Shares
You
can
sell some or all of your shares through the Plan administrator for a nominal
service charge of $10 plus a nominal commission fee
(currently $.10) per share. Sales will be made once a month.
Direct
Deposit of Dividends
If
you do
not reinvest your dividends, you can have your dividend deposited directly
into
your checking or savings account by electronic transfer on the dividend payable
date.
Certificate
Safekeeping
Protect
your stock certificates from loss, theft or damage by depositing your shares
in
your account for safekeeping. When you want certificates sent to you, you only
need to send a written request.
TERMS
OF THE PLAN
Eligibility
Any
U.S.
person or entity can participate in the Plan if they follow the steps described
below under "Enrollment." A citizen or resident of a country outside the United
States is also eligible if participation does not violate any governmental
regulations or laws.
Enrollment
Read
the
prospectus carefully. If you are eligible and want to enroll in the Plan,
complete and sign an enrollment form and return it to the Plan administrator.
To
participate in the Plan, you must do one or more of the following:
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Deposit
certificate(s) representing one or more shares with the administrator
for
safekeeping.
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Elect
to reinvest cash dividends paid on at least one whole
share.
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Make
an initial cash investment of at least $500 (and not more than $60,000
annually) (an enrollment fee of $5 will be deducted from this amount
prior
to investment).
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After
the
administrator approves your enrollment and receives your funds or securities,
your participation in the Plan begins.
Initial
and Optional Investments
Whether
or not you are a shareholder, you may enroll in the Plan by making an initial
investment of at least $500 (and no more than $60,000 annually), plus a one-time
only enrollment fee of $5. After you enroll, you can make investments in any
amount from a minimum of $100 to a maximum of $60,000 annually. You may not
invest more than $60,000 during any calendar year, not counting qualified Plan
distributions, if any. You have no obligation to make optional
investments.
You
can
make your investments by personal check or money order payable to
"Computershare-GPE." Return your payment to the administrator with a completed
enrollment form or the tear-off remittance portion included with your statement
of account. Do Not Send Cash.
You
can
reinvest cash dividends paid on all or some of your shares by making the
appropriate selection on the enrollment form. You can also change your
reinvestment selection by sending written notice to the Administrator. To be
effective for a particular dividend period, the administrator must receive
your
instructions prior to the record date for the dividend.
Automatic
Monthly Investment
You
can
automatically invest a specified monthly amount (not less than $100 and not
more
than $60,000 annually) deducted directly from your U.S. bank account by
completing the Automatic Monthly Deduction section on the enrollment form and
returning it to the administrator. Funds will be transferred from your account
three business days prior to the investment date each month. You can change
or
stop automatic monthly investments by completing and returning a new Automatic
Monthly Deduction section on the enrollment form or by sending written
notification to the administrator. The administrator must receive your
instructions and authorization ten business days prior to the monthly investment
date.
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Dividend
Reinvestment Options
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Full
Reinvestment -- If you choose this option, all of your dividends
will be reinvested to purchase additional shares of our common
stock.
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Partial
Reinvestment -- You may reinvest dividends on a specific percent
of shares for an account. Dividends on remaining shares will be paid
to
you by cash or direct deposit.
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Optional
Cash Investment Only -- All dividends will be paid to you in cash
unless you direct otherwise.
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Administration
Computershare
Trust Company, N.A. administers the Plan. The administrator serves as transfer
agent, registrar and dividend paying agent for us. In addition, the
administrator receives and invests all cash investments by participants,
maintains participants' Plan account records, issues periodic account statements
and performs other duties relating to the Plan. If you have questions about
the
Plan, you may contact the Plan administrator:
Computershare
c/o
Computershare Investor Services
P.O.
Box 43078
Providence,
RI 02940-3078
Phone: (800)
884-4225 (toll free)
(781)
575-4706
Website: www.computershare.com
Investment
Dates
The
investment dates are the 20th day of each
month. If the 20th day is not
a
business day, or if financial markets in New York City are not open for
business, the investment date will be the next following business
day.
OTHER
INVESTMENT INFORMATION
The
administrator must receive your funds no later than the close of the business
day prior to the investment date. Funds received later are held until the next
investment period.
No interest is paid on
funds held by the administrator pending investment. Therefore, you
should send funds to the administrator shortly prior to the deadline investment
date. If delivery is by mail, we recommend the mailing be made sufficiently
in
advance of the investment date to allow time for postal delivery. All
investments must be in U.S. dollars and are subject to collection by the
administrator of full face value.
At
your
request, the administrator will return your investment (without interest),
if
your written request is received two or more business days prior to the
investment date. However, refunds of a check or money order will be made only
after the administrator actually collects such funds.
There
is a $20 charge for each check, electronic funds transfer, or other investment
that is rejected due to insufficient funds. When you enroll in the Plan, you
authorize the administrator to deduct this charge from your Plan account, if
necessary.
Direct
Deposit
You
can
have any cash dividend that is not being reinvested deposited directly into
your
bank
8
account
by completing the direct deposit section on the enrollment form and returning
it
to the administrator. You can change direct deposit account information or
terminate direct deposit by sending written notice prior to the record date
to
the administrator. To be effective for a particular dividend period, the
administrator must receive your instructions fifteen calendar days prior to
the
record date for the dividend.
Share
Safekeeping
You
can
deposit your common stock certificates with the administrator for safekeeping.
To take advantage of this feature, send your share certificates to the
administrator by registered, insured mail along with a completed Certificate
Deposit Form, or written instructions. Do not endorse your
certificates.
The
administrator will transfer your safekeeping shares into its name or the name
of
its nominee and deposit the shares in your Plan account in book-entry form.
Safekeeping of your certificates will not affect your dividend reinvestment
election.
Transferring
Shares from a Brokerage Account
You
may
transfer shares held in "street name" through a broker or other agent to your
Plan account. You should instruct your broker or other agent to initiate the
transfer or you can contact the administrator to request
assistance.
Share
Certificates
The
administrator holds shares purchased through the Plan in safekeeping in
book-entry form. You can request a certificate for all or some of your Plan
shares by sending a written request to the administrator. Certificates for
fractional shares will not be issued. Instead, you will receive cash payment
for
any fractional share. The issuance of a certificate does not affect dividend
reinvestment. You may not pledge shares of stock held in book-entry form by
the
administrator in your Plan account as collateral for a loan or otherwise assign
those shares.
Selling
Plan Shares
You
can
sell any number of whole shares held in your Plan account by completing the
Change Request Form or by sending written instructions to the administrator.
Sale requests must be received no later than two business days prior to the
investment date to be effective. Sale proceeds, less a sale fee of $10 and
the
applicable brokerage commission deductions (currently $.10 per share) and any
withholding required by law, are paid by check. A request to sell all shares
in
your account will terminate your Plan account. Sale requests in a
dividend-paying month will be processed after any dividend reinvestment
distribution to your account.
Closing
a Plan Account
You
can
close your Plan account at any time by sending written notification to the
administrator or by electing to sell or withdraw all shares on the Change
Request Form. Electing to sell or withdraw all shares from your Plan account
automatically terminates your Plan participation. If you close your Plan account
by withdrawing all shares, the administrator will issue you a certificate for
all whole shares and the cash value of any fractional share will be paid to
you
by check.
Instructions
to close a Plan account prior to a quarterly dividend payment will be processed
as soon as practicable after any dividend disbursement is allocated to your
Plan
account. After you close an account, you cannot make future investments through
the Plan without re-enrolling.
We,
or
the administrator, on our behalf, has the right to deny, suspend or terminate
your participation in the Plan on grounds of excessive enrollment and
termination. This is intended to minimize administrative expense and encourage
long-term investment.
Price
of Shares
Shares
may be purchased or sold in the open market or in privately negotiated
transactions on terms and conditions acceptable to the administrator. We can
direct whether the administrator purchases and sells shares (i) in the open
market on the New York Stock Exchange or in privately negotiated transactions
or
(ii) from or to us. Any purchase of shares from us by the administrator will
be
made pursuant to a registration statement filed with the SEC of which this
prospectus is a part.
The
price
of any shares purchased from or sold to us will be the average of the high
and
low sale prices as reported on the NYSE Consolidated Tape on the transaction
date. Otherwise, shares purchased or sold for a particular investment
period are credited to your Plan account at the weighted average price per
share
of all shares purchased or sold for that investment period, less the
enrollment/sale fee plus any applicable brokerage charge (currently $.05 per
purchased share and $.10 per share sold).
The
administrator may combine all participants' funds for the purpose of making
purchases and may offset purchases of shares against sales of shares for the
same investment period under the Plan, resulting in a net purchase or sale
of
shares.
The
administrator will try to purchase or sell shares on the investment date or
as
soon as practicable for the relevant investment period, but not later than
30
days after the investment date.
You
do not have control or authority to direct the price or time at which common
stock is purchased or sold for Plan accounts. Therefore, you bear market risk
associated with fluctuations in the price of common stock.
Account
Statements
You
will
receive a statement of your account reflecting the amount invested, the purchase
price, the number of shares purchased, deposited, sold, transferred, or
withdrawn, the total number of shares accumulated and other information
quarterly or whenever your account has a transaction activity. The quarterly
statement consolidates all shares, certificated as well as book-entry shares.
You should keep your statements for income tax and other purposes.
If you need a replacement statement you should contact the
administrator.
Reports
All
notices, statements and reports will be mailed to the latest address on record
with the administrator. Address changes may be made in writing or by telephone
to the administrator.
MISCELLANEOUS
Rights
Offering, Stock Dividends and Stock Splits
Stock
dividends or split shares on your Plan book-entry shares will be credited to
your book-entry Plan account. If you have elected partial dividend reinvestment,
the administrator will adjust your election so that you continue to reinvest
cash dividends on approximately the same
10
percentage
of your shares prior to the split. In the event of a rights offering, rights
will be based on the number of shares credited to your account.
Voting
Rights
You
can
vote all whole and fractional shares of common stock held in your Plan account
in person or by the proxy card sent to you. If you do not vote in person or
by
proxy, your shares will not be voted.
Limitation
of Liability
We,
our
directors, officers, employees, and the administrator and its representatives
are not liable for anything done in good faith or good faith omissions in
administering the Plan. This includes any claim of liability based on the prices
or times at which shares are purchased or sold or any change in market price
of
shares or for the payment or amount of any future dividends on common stock.
This is not a waiver of rights you may have under applicable securities
laws.
Termination
of the Plan
We
can
change, suspend or terminate the Plan at any time, in whole or in part, or
may
terminate the participation of any participant. We reserve the right to
close your account if you do not own at least one whole book-entry or
certificate share of record. In that case, notices will be mailed to your last
known address, along with a check for the cash value of any fractional
share.
Tax
Consequences
We
believe the following is an accurate summary of the federal income tax
consequences to participation in the Plan as of the date of this prospectus.
This summary may not reflect every possible situation resulting from
participation in the Plan; therefore, you should consult your tax
advisor.
Shares
of
common stock purchased on the open market will have a cost basis equal to the
purchase price per share, including brokerage commissions. Common stock
purchased from us will have a cost basis equal to the price paid for the shares.
This will be the price at which the administrator credits shares to your
account.
In
general, the full amount of cash dividends paid to you by us is considered
received by you for federal income tax purposes whether received in cash or
reinvested under the Plan. Generally,
any such dividends will be taxable to you as ordinary dividend income to the
extent of your pro rata share of our current or accumulated earnings and profits
for federal income tax purposes. Dividends paid in taxable years beginning
on or
before December 31, 2008 will be eligible for a reduced rate of federal income
taxation for individuals (not exceeding 15%), provided that the dividend is
paid
with respect to shares held for more than 60 days during the 121-day period
beginning 60 days before the ex-dividend date, the individual is not obligated
to make related payments with respect to substantially similar or related
property (e.g., pursuant to a short sale of such shares), and certain other
conditions are met. The amount of any dividends in excess of your pro rata
share
of earnings and profits will reduce your tax basis in the common stock with
respect to which the dividend was received, and, to the extent in excess of
basis, result in capital gain. A statement of account showing the total amount
of dividends will be sent to you and reported to the Internal Revenue Service
shortly after the end of the year in which they are payable.
You
will
generally not realize gain or loss for U.S. federal income tax purposes upon
the
withdrawal of shares in certificate form from the Plan, but will generally
realize gain or loss on the sale of any whole or fractional shares.
If
your
dividends are subject to U.S. backup withholding, the administrator will cause
dividends, less the appropriate amount of tax required to be withheld, to be
reinvested in common stock, or sent by check or direct deposit. The filing
of
any documentation to obtain a reduction in U.S. withholding tax is your
responsibility. If you are subject to such withholding, you should contact
your
tax advisors or the Internal Revenue Service for information. We cannot
refund federal income tax withholding amounts.
The
above
may not apply to certain participants in the Plan, such as tax-exempt entities
(e.g., pension funds and IRA's) and foreign shareholders. These participants
should consult their tax advisors concerning tax consequences.
DESCRIPTION
OF COMMON STOCK
General.
The
following descriptions of our common stock and the relevant provisions of our
Articles of Incorporation and by-laws are summaries and are qualified by
references to our Articles of Incorporation and by-laws which have been
previously filed with the SEC and are exhibits to this registration statement,
of which this prospectus is a part, as well as the applicable Missouri General
and Business Corporation Law.
Under
our
Articles of Incorporation, we are authorized to issue 162,962,000 shares of
stock, divided into classes as follows:
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*
|
390,000
shares of Cumulative Preferred Stock with a par value of
$100;
|
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*
|
1,572,000
shares of Cumulative No Par Preferred Stock with no par
value;
|
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*
|
11,000,000
shares of Preference Stock with no par value; and
|
| |
*
|
150,000,000
shares of Common Stock with no par
value.
|
At
October 1, 2007, 390,000 shares of Cumulative Preferred Stock and approximately
86,166,267 shares of common stock were outstanding. No shares of Cumulative
No
Par Preferred Stock or Preference Stock are currently outstanding but such
shares may be issued from time to time in accordance with the Articles of
Incorporation. The voting powers, designations, preferences, rights and
qualifications, limitations, or restrictions of any series of Preference Stock
are set by our board of directors when it is issued.
Dividend
Rights and Limitations.
The
holders of our common stock are entitled to receive such dividends as our board
of directors may from time to time declare, subject to any rights of the holders
of our preferred and preference stock. Our ability to pay dividends depends
primarily upon the ability of our subsidiaries to pay dividends or otherwise
transfer funds to us.
Except
as
otherwise authorized by consent of the holders of at least two-thirds of the
total number of shares of the total outstanding shares of Cumulative Preferred
Stock and Cumulative No Par Preferred Stock, we may not pay or declare any
dividends on common stock, other than dividends payable in common stock, or
make
any distributions on, or purchase or otherwise acquire for value, any shares
of
common stock if, after giving effect thereto, the aggregate
12
amount
expended for such purposes during the 12 months then ended (a) exceeds 50%
of
net income available for dividends on Preference Stock and common stock for
the
preceding 12 months, in case the total of Preference Stock and common stock
equity would be reduced to less than 20% of total capitalization, or (b) exceeds
75% of such net income in case such equity would be reduced to between 20%
and
25% of total capitalization, or (c) except to the extent permitted in
subparagraphs (a) and (b), would reduce such equity below 25% of total
capitalization.
Subject
to certain limited exceptions, no dividends may be declared or paid on common
stock and no common stock may be purchased or redeemed or otherwise retired
for
consideration (a) unless all past and current dividends on Cumulative Preferred
Stock and Cumulative No Par Preferred Stock have been paid or set apart for
payment and (b) except to the extent of retained earnings (earned
surplus).
Voting
Rights.
Except
as
otherwise provided by law and subject to the voting rights of the outstanding
Cumulative Preferred Stock, Cumulative No Par Preferred Stock, and Preference
Stock, the holders of our common stock have the exclusive right to vote for
all
general purposes and for the election of directors through cumulative voting.
This means each shareholder has a total vote equal to the number of shares
they
own multiplied by the number of directors to be elected. These votes may be
divided among all nominees equally or may be voted for one or more of the
nominees either in equal or unequal amounts. The nominees with the highest
number of votes are elected.
The
consent of specified percentages of holders of outstanding shares of Cumulative
Preferred Stock and Cumulative No Par Preferred Stock is required to authorize
certain actions which may affect their interests; and if, at any time, dividends
on any of the outstanding shares of Cumulative Preferred Stock and Cumulative
No
Par Preferred Stock shall be in default in an amount equivalent to four or
more
full quarterly dividends, the holders of outstanding shares of all preferred
stock, voting as a single class, shall be entitled (voting cumulatively) to
elect the smallest number of directors necessary to constitute a majority of
the
full Board of Directors, which right shall continue in effect until all dividend
arrearages shall have been paid.
Liquidation
Rights.
In
the
event of any dissolution or liquidation of Great Plains Energy Incorporated,
after there shall have been paid to or set aside for the holders of shares
of
outstanding Cumulative Preferred Stock, Cumulative No Par Preferred Stock,
and
Preference 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 available for distribution.
Miscellaneous.
The
outstanding shares of common stock are, and the shares of common stock sold
hereunder will be, upon payment for them, fully paid and nonassessable. The
holders of our common stock are not entitled to any preemptive or preferential
rights to subscribe for or purchase any part of any new or additional issue
of
stock or securities convertible into stock. Our common stock does not contain
any redemption provisions or conversion rights.
Transfer
Agent and Registrar.
Computershare
Trust Company, N.A. acts as transfer agent and registrar for our common
stock.
Business
Combinations.
The
affirmative vote of the holders of at least 80% of the outstanding shares of
common stock is required for the approval or authorization of certain business
combinations with interested shareholders; provided, however, that such 80%
voting requirement shall not be applicable if:
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*
|
the
business combination shall have been approved by a majority of the
continuing directors; or
|
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*
|
the
cash or the fair market value of the property, securities, or other
consideration to be received per share by holders of the common stock
in
such business combination is not less than the highest per-share
price
paid by or on behalf of the acquiror for any shares of common stock
during
the five-year period preceding the announcement of the business
combination.
|
Listing.
The
common stock of Great Plains Energy Incorporated is listed on the New York
Stock
Exchange under the symbol "GXP."
LEGAL
MATTERS
Legal
matters with respect to the common stock offered under this prospectus will
be
passed upon by Mark English, General Counsel and Assistant Secretary. At October
1, 2007, Mr. English owned beneficially 6,576 shares of our common stock,
including restricted stock and 6,497 performance shares, which may be paid
in
shares of common stock at a later date based on our performance.
EXPERTS
The
consolidated financial statements, the related financial statement schedules,
and management’s report on the effectiveness of internal control over financial
reporting of Great Plains Energy Incorporated and its subsidiaries, incorporated
by reference in this prospectus from the Annual Report on Form 10-K of
Great Plains Energy Incorporated for the year ended December 31, 2006, have
been
audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their reports (which reports (1) express an
unqualified opinion on the consolidated financial statements and financial
statement schedules and include an explanatory paragraph regarding the adoption
of new accounting standards SFAS No. 158, Employers’ Accounting for
Defined Benefit Pension and Other Postretirement Plans, FASB Staff Position
(FSP) No. AUG-AIR-1, Accounting for Planned Major Maintenance
Activities, and FIN 47, Accounting for Conditional Asset
Retirement Obligations, (2) express an unqualified opinion on
management’s assessment regarding the effectiveness of internal control over
financial reporting, and (3) express an unqualified opinion on the
effectiveness of internal control over financial reporting), which are
incorporated herein by reference, and have been so incorporated in reliance
upon
the reports of such firm given upon their authority as experts in accounting
and
auditing.
The
consolidated financial statements and the related financial statement schedule
of Aquila, Inc. as of December 31, 2006 and 2005, and for each of the
years in the three year period ended December 31, 2006 and management’s
assessment of the effectiveness of internal control over financial reporting
as
of December 31, 2006 have been incorporated by reference in this prospectus
from the Annual Report on Form 10-K of Aquila, Inc. in reliance upon
the reports of KPMG LLP, independent registered public accounting firm,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing. The audit report covering the December 31, 2006
financial statements refers to the adoption of
14
Financial
Accounting Standards Board (FASB) Statement of Financial Accounting Standard
No. 158, Employers’ Accounting for Defined Benefit Pension and Other
Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106,
and 132(R) and the adoption of FASB Statement of Financial Accounting Standard
No. 123 (Revised), Share-Based Payment, replacing Financial
Accounting Standard No. 123, Accounting for Stock-Based
Compensation.
|
No
person has been authorized to give information or make any representation
other than contained in this prospectus or information incorporated
by
reference. In the event such information is given or made, it should
not
be relied upon as being authorized by Great Plains Energy. This prospectus
is not an offer to buy or sell any of these securities to any person
in
any state where it is unlawful to make such offer or solicitation.
The
delivery of this prospectus or any sale made shall, under any
circumstances, imply that information is accurate subsequent to the
date
of this prospectus.
____________
Table
of Contents
About
this Prospectus 1
Where
You Can Find More Information 1
Cautionary
Statements Regarding
Certain
Forwarding-Looking
Information 3
Great
Plains Energy
Incorporated 3
Risk
Factors 4
Important
Considerations 5
Use
of Proceeds 5
Summary
of Plan Highlights 6
Terms
of the Plan 7
Other
Investment Information 8
Miscellaneous 10
Description
of Common Stock12
Legal
Matters 14
Experts 14
|
Dividend
Reinvestment and
Direct
Stock Purchase Plan
Common
Stock
____________
PROSPECTUS
____________
October
15, 2007
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