SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report(Date of earliest event reported): May 28, 1996 (May 20, 1996) UTILICORP UNITED INC. (Exact name of registrant as specified in charter) Delaware 1-3562 44-0541877 ------------------------------------------------------------------------------ (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 3000 Commerce Tower, 911 Main, Kansas City, Missouri 64105 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (816) 421-6600 -------------- (Former name of former address, if changed since last report.) Not Applicable -------------- ITEM 5. OTHER EVENTS Amended and Restated Agreement and Plan of Merger On May 20, 1996, Kansas City Power & Light Company and UtiliCorp United Inc. entered into an Amended and Restated Agreement and Plan of Merger (the Agreement). The Agreement is filed as an exhibit to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibit Number 2.1 Amended and Restated Agreement and Plan of Merger among Kansas City Power and Light Company, KC Merger Sub, Inc., UtiliCorp United Inc., and KC United Corp., dated as of January 19, 1996, and as amended and restated as of May 20, 1996. 2.1.1 Form of Affiliate Agreement. 2.1.2 Form of Employment Agreement of A. Drue Jennings. 2.1.3 Form of Employee Agreement of Richard C. Green, Jr. 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, thereunto duly authorized. UtiliCorp United Inc. By:/s/ Terry G. Westbrook ---------------------- Terry G. Westbrook Chief Financial Officer Date: May 28, 1996 By:/s/ James S. Brook ------------------ James S. Brook Vice President Date: May 28, 1996