Exhibit 7.7
FORM OF AFFILIATE AGREEMENT
Ladies and Gentlemen:
The undersigned is a holder of shares of Common Stock, par value $1.00 per
share ("UCU Common Stock") of UtiliCorp United Inc., a Delaware corporation
("UCU"), and is entitled to receive securities (the "Securities") of Kansas City
Power & Light Company, a Missouri corporation ("KCPL"), in connection with the
merger (the "Merger") of UCU with and into KC Merger Sub Inc., a Delaware
corporation and a wholly-owned subsidiary of KCPL.
The undersigned acknowledges that the undersigned may be deemed an
"affiliate" of UCU within the meaning of Rule 145 ("Rule 145") promulgated under
the Securities Act of 1933, as amended (the "Act"), and/or as such term is used
in and for purposes of Accounting Series Releases 130 and 135, as amended, of
the Securities and Exchange Commission (the "Commission"), although nothing
contained herein shall be construed as an admission of such status.
If in fact the undersigned were an affiliate of UCU under the Act, the
undersigned's ability to sell, assign or transfer any Securities received by the
undersigned pursuant to the Merger may be restricted unless such transaction is
registered under the Act or an exemption from such registration is available.
The undersigned understands that such exemptions are limited and the undersigned
has obtained advice of counsel as to the nature and conditions of such
exemptions, including information with respect to the applicability to the sale
of such Securities of Rules 144 and 145(d) promulgated under the Act.
The undersigned hereby represents to and covenants with KCPL that it will
not sell, assign or transfer any Securities received by the undersigned pursuant
to the Merger except (i) pursuant to an effective registration statement under
the Act, (ii) by a sale made in conformity with the volume and other limitations
of Rule 145 (and otherwise in accordance with Rule 144 under the Act if the
undersigned is an affiliate of KCPL and if so required at the time) or (iii) in
a transaction which, in the opinion of independent counsel reasonably
satisfactory to KCPL or as described in a "no-action" or interpretive letter
from the Staff of the Commission, is not required to be registered under the
Act.
The undersigned understands that KCPL is not under any obligation to
register the sale, transfer or other disposition of any Securities by the
undersigned or on behalf of the
undersigned under the Act or to take any other action necessary in order to make
compliance with an exemption from such registration available solely as a result
of the Merger.
In the event of a sale of any Securities pursuant to Rule 145, the
undersigned will supply KCPL with evidence of compliance with such Rule, in the
form of customary seller's and broker's Rule 145 representation letters or as
KCPL may otherwise reasonably request. The undersigned understands that KCPL
may instruct its transfer agent to withhold the transfer of any Securities
disposed of by the undersigned in a manner inconsistent with this letter.
The undersigned acknowledges and agrees that appropriate legends will be
placed on certificates representing the Securities received by the undersigned
in the Merger or held by a transferee thereof, which legends will be removed (i)
by delivery of substitute certificates upon receipt of an opinion in form and
substance reasonably satisfactory to KCPL to the effect that such legends are no
longer required for the purposes of the Act and the rules and regulations of the
Commission promulgated thereunder or (ii) in the event of a sale of the
Securities which has been registered under the Act or made in conformity with
the provisions of Rule 145.
The undersigned further represents to, and covenants with, KCPL that the
undersigned will not, during the 30 days prior to the effective time of the
Merger, sell, transfer or otherwise dispose of, or reduce any risk relative to,
any securities of KCPL or UCU, and the undersigned will not sell, transfer or
otherwise dispose of, or reduce any risk relative to, the Securities received by
the undersigned in the Merger or any other shares of the capital stock of KCPL
until after such time as results covering at least 30 days of operations of KCPL
subsequent to the effective time of the Merger have been published by KCPL in
the form of a quarterly earnings report, an effective registration statement
filed with the Commission, a report to the Commission on Form 10-K, 10-Q or 8-K,
or any other public filing or announcement that includes such results of
operations.
The undersigned acknowledges that it has carefully reviewed this letter and
understands the requirements hereof and the limitations imposed upon the
distribution, sale, transfer or other disposition of the Securities.
Very truly yours,
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[Name]
Dated:
As an inducement to the above individual to deliver this letter, KCPL
agrees that for so long as and to the extent necessary to permit such individual
to sell the Securities pursuant to Rule 145 and, to the extent applicable, Rule
144 under the Act, KCPL shall use all reasonable efforts to file, on a timely
basis, all reports and data required to be filed by it with the Commission
pursuant to Section 13 of the Securities Exchange Act of 1934.
Very truly yours,
Kansas City Power & Light Company
By:
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Name:
Title: