As filed with the Securities and Exchange Commission on November 3, 1994.
Registration No.
REGISTRATION NO. 333-_________
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549
Form____________________
FORM S-3
REGISTRATION STATEMENT
UnderUNDER
THE SECURITIES ACT OF 1933
Kansas City Power____________________
KANSAS CITY POWER & Light CompanyLIGHT COMPANY
(Exact name of registrantRegistrant as specified in its charter)
Missouri 44-0308720
(State or other jurisdicationof incorporation) (I.R.S. Employer
of incorporation or organization) Identification No.)
1201 Walnut
Kansas City, Missouri 64106-2124
(816) 556-2200
(Address, including zip code, and telephone number, including
area code, of registrant's prinicipalRegistrant's principal executive offices)
Jeanie Sell Latz,JEANIE SELL LATZ
Senior Vice President-LawPresident - Corporate Services
and Corporate Secretary
1201 Walnut
Kansas City, Missouri 64106-2124
(816) 556-2936
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date____________________
Copy to:
Steven R. Loeshelle, Esq.
Dewey Ballantine LLP
1301 Avenue of commencement of proposed sale to the public:Americas
New York, New York 10019-6092
____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement becomes effective as determined
by market conditions.Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]( )
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [ X ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Each Class of Offering Aggregate Amount of
Securities to be Amount to be Price per Offering Registration
Registered Registered Unit Price Fee
Medium-Term Notes $125,000,000* 100%** $125,000,000** $43,104
* Any Medium-Term Notes which are issued(X)
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and sold will be secured by a
Mortgage Bond havinglist the Securities Act registration statement number of the earlier
effective registration statement for the same principal amountoffering. ( )
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and terms aslist the Medium-
Term Notes so issued.
**Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ( )
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ( )
____________________
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of Each Amount to Proposed Proposed Maximum Amount of
Class be Maximum Aggregate Registration
of Securities Registered Offering Offering Price Fee (1)
to Be Price Per (1)
Registered Unit (1)
- -------------------------------------------------------------------------------
Debt $300,000,000 100%(1) $300,000,000 $79,200
Securities
- -------------------------------------------------------------------------------
(1) Estimated solely for purposesthe purpose of calculation ofcalculating the registration fee.
The registrantproposed maximum offering price per unit will be determined, from time to
time, by the Registrant in connection with the issuance by the Registrant of
the Debt Securities registered hereunder. The prospectus filed as part of
this Registration Statement also relates to $100,000,000 of securities
remaining available to be offered pursuant to Registration Statement No.
333-17285 and for which a registration fee of $30,303 was paid.
Registrant hereby amends this registration statementRegistration Statement on such date or dates
as may be necessary to delay its effective date until the registrantRegistrant shall file a
further amendment which specifically states that this registration statementRegistration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration
statementthis Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
filed as part of this Registration Statement may be used in connection with the
securities remaining unsold under Registration Statement No. 333-17285.
===============================================================================
PROSPECTUS
$125,000,000
KANSAS CITY POWER & LIGHT COMPANY
Secured Medium-Term Notes
Due from 9 months to 30 years from Date of Issue
_____________DEBT SECURITIES
Kansas City Power & Light Company (Company) intendsmay offer and sell up to
$400,000,000 of our unsecured debt securities. We will establish the
specific terms of each series of our debt securities, their offering
prices and how they will be offered at the time we offer them, and we
will describe them in one or more supplements to this prospectus.
This prospectus may not be used to offer from time
to time up to $125,000,000 aggregate principal amount of its Secured Medium-
Term Notes (Notes) having maturities of from 9 months to 30 years from the
date of issue. The Notes will be issued only in fully registered form, in
minimum denominations of $1,000 and integral multiples of $1,000 in excess
thereof. The Notes will bear interest atsell our debt securities
unless accompanied by a fixed rate to be determined by the
Company at or prior to the sale thereof (Fixed Rate Note) or at a floating
rate (Floating Rate Note). Interest rates and interest rate formulas may
vary with each Note issued by the Company. Unless otherwise specified in the
applicable Pricing Supplement, the interest payment dates (Interest Payment
Dates) for each Fixed Rate Note will be May 1 and November 1 of each year and
at maturity or if applicable upon redemption at the option of the Company.
The Interest Payment Dates for each Floating Rate Note will be established on
the issue date and will be set forth therein and in a pricing supplement toprospectus supplement. You should read this
prospectus (Pricing Supplement).
The Notes will be secured by a Bond (Pledged Bond) issued, and pledged
by the Company, to the Trustee under the Indenture for the Notes. The
outstanding principal amount of the Pledged Bond will at all times be equal
to the outstanding principal amount of the Notes. The Pledged Bond is payablerelated supplement before you invest in installments, and bears interest, corresponding to the required payments
of principal of and any premium and interest on the Notes. Payments on the
Notes will constitute payments on the Pledged Bond. The Pledged Bond is
secured by a lien on certain property owned by the Company. See "Description
of Bonds."
Each Note will be represented by a Global Note registered in the name
of the Depository Trust Company, as Depositary, or its nominee, unless
otherwise specified in the applicable Pricing Supplement. Beneficial
interests in Global Notes will be shown on, and transfers thereof will be
effected only through, records maintained by the Depositary and its
participants. Global Notes will not be issuable as certificated securities
except under circumstances described herein.
The aggregate principal amount of, interest rate, purchase price,
maturity and redemption, if applicable, and any other material financial
terms not described herein of each issue of Notes will be set forth in the
applicable Pricing Supplement.
____________our debt
securities.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES
AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION
NOR HAS THE
COMMISSIONHAVE THESE ORGANIZATIONS DETERMINED THAT THIS
PROPSECTUS IS ACCURATE OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS, OR ANY PRICING SUPPLEMENT HERETO.COMPLETE.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
____________
___________________________________________________________________________
Price to Agents' Proceeds
Public (1) Commission (2)(3) to Company (2)(4)
___________________________________________________________________________
Per Note ... 100% .125% - .750% 99.875% - 99.250%
Total....... $125,000,000 $156,250-$937,500 $124,843,750-$124,062,500
___________________________________________________________________________
(1) Unless otherwise indicated in a Pricing Supplement, Notes____________________
We will be
issued at 100% of their principal amount.
(2) The Company will pay to the Agents a commission ranging from .125% to
.750% of the principal amount of any Note, depending on its stated
maturity, soldoffer and sell our debt securities through the Agents. The Company also may sell Notes to
the Agents at a discount for resale to one or
more investorsunderwriters or other
purchasers at varying prices related to prevailing market prices at the
time of resale, as determined by the Agents. In the case of Notes sold
directly to investors by the Company, no discountagents. We will be allowed or
commission paid.
(3) The Company has agreed to indemnify the Agents against certain civil
liabilities under the Securities Act of 1933.
(4) Before deduction of expenses payable by the Company estimated at
$92,104.
________________
The Notes will be offered on a continuing basis by the Company through
the Agents, each of which has agreed to use its reasonable efforts to solicit
purchasers of the Notes. The Company reserves the right to sell Notes
directly to purchasers on its own behalf. The Company also may sell Notes to
the Agents acting as principal for resale to one or more purchasers. The
Notes will not be listed on any securities exchange, and there can be no
assurance that the Notes will be sold or that there will be a secondary
market for the Notes. The Company reserves the right to withdraw, cancel or
modify the offer made hereby without notice. The Company or the Agents may
reject any offer to purchase Notes, in whole or in part. See "Plan of
Distribution of Notes."
________________
Merrill Lynch & Co. Smith Barney Inc.
________________
The date of the Prospectus is _________ , 1994.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (Exchange Act) and in accordance
therewith files reports and other information with the Securities and
Exchange Commission (Commission). Such reports and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following regional offices of the Commission: New
York Regional Office, 7 World Trade Center, Suite 1300, New York, New York
10048 and Chicago Regional Office, 500 W. Madison Street, 14th floor,
Chicago, Illinois 60661, and copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, such reports and
other information concerning the Company can be inspected at the offices of
the New York Stock Exchange and the Midwest Stock Exchange, on which
Exchanges certain securities of the Company are listed.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed with the Commission pursuant
to the Exchange Act are hereby incorporated in this Prospectus by reference
and made a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993.
2. The Company's Quarterly Reports on Forms 10-Q for the quarters
ended March 31, 1994, June 30, 1994, and September 30, 1994.
3. The Company's Current Report on Form 8-K dated February 11, 1994.
All documents filed with the Commission by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the Notes shall be
deemed to be incorporated in this Prospectus by reference and to be part
hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus or in
any other subsequently-filed document which also is or is deemed to be
incorporated by reference in this Prospectus modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, including any
beneficial owner, upon the written or oral request of any such person, a copy
of any or all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than certain exhibits to
such documents. Requests should be directed to Corporate Secretary, Kansas
City Power & Light Company, 1201 Walnut, Kansas City, Missouri 64106
(Telephone: (816) 556-2053).
THE COMPANY
The Company, a Missouri corporation, is a medium-size electric utility,
headquartered in downtown Kansas City, which generates and distributes
electricity to over 419,000 customers in a 4,700-square mile area located in
23 counties in western Missouri and eastern Kansas. Customers include
368,000 residences, 49,000 commercial firms, and over 2,000 industries,
municipalities and other electric utilities. About two-thirds of total Kwh
sales and revenue are from Missouri customers and the remainder from Kansas.
The address of the Company's principal executive office is 1201 Walnut,
Kansas City, Missouri 64106 (Telephone: (816) 556-2200).
SELECTED FINANCIAL INFORMATION
Income Statement Information
Twelve Months
Ended
Year Ended December 31, Sept. 30, 1994
1991 1992 1993 (Unaudited)
(Thousands)
Operating revenues...... $825,101 $802,668 $857,450 $877,002
Operating income........ $171,308 $140,574 $156,302 $148,117
Net income.............. $103,893 $ 86,334 $105,772 $104,087
Ratios
Twelve
Months
Ended
Year Ended December 31, Sept. 30, 1994
Ratios of Earnings to 1989 1990 1991 1992 1993 (Unaudited)
Fixed Charges 2.92 2.96 3.22 3.12 3.80 4.01
Capitalization Summary
September 30, 1994
(Thousands)
(Unaudited)
Long-term debt*..................................... $ 754,686
Preferred stock..................................... 90,596
Common equity....................................... 879,104
Total......................................... $1,724,386
*Excluding current maturities of long-term debt included in current
liabilities.
APPLICATION OF PROCEEDS
The net proceeds from the sale of the Notes offered hereby will be
added to the general funds of the Company and used to refund maturing long-
term indebtedness and for other general corporate purposes.
DESCRIPTION OF NOTES
The following statements are a summary only, do not purport to be
complete, and are subject to the detailed provisions of the Note Indenture
(the form of which is filed as an exhibit to the Registration Statement of
which this Prospectus is a part), to which reference is hereby made. This
summary incorporates by reference certain Articles and Sections of the Note
Indenture specifically enumerated below and is qualified in its entirety by
such reference. Certain of the terms used below are used herein with the
meanings ascribed to such terms by the Note Indenture.
General
The Notes will be issued under an Indenture dated as of November 1,
1994 Note Indenture), between the Company and The Bank of New York, as
Trustee (Note Trustee). The Notes are the only securities which may be
issued under the Note Indenture.
The Notes are limited to a maximum aggregate principal amount of
$125,000,000, which may be reduced by the Company (Note Indenture Section
2.03).
Each Note will be issued initially as a Book-Entry Note or a
Certificated Note in fully registered form in minimum denominations of $1,000
and integral multiples of $1,000 in excess thereof (Note Indenture Section
2.04).
The Notes will be offered on a continuing basis and will mature from
nine months to thirty years from the Original Issue Date, as selected by the
initial purchaser and agreed to by the Company. Each Note will bear interest
at (a) a fixed rate or (b) a floating rate determined by reference to a Base
Rate (as defined below) which may be adjusted by a Spread or Spread
Multiplier (each as defined below).
The Pricing Supplement relating to the Notes will describe the
following terms (a) the purchase price of such Notes (Issue Price) which may
be expressed as a percentage of the principal amount at which such Notes will
be issued; (b) the date on which such Notes will be issued (Original Issue
Date); (c) the date on which the principal of such Notes will become due and
payable (Maturity Date); (d) whether such Notes are Fixed Rate Notes or
Floating Rate Notes; (e) if such Notes are Fixed Rate Notes, the rate per
annum at which such Notes will bear interest; (f) if such Notes are Floating
Rate Notes, the terms relating to the particular method of calculating the
interest rate for such Notes; (g) the date or dates from which any such
interest shall accrue and the date or dates on which any such interest shall
be payable (Interest Payment Dates); (h) the terms for redemption, if any;
(i) whether the Notes will be issued as a Book-Entry or Certificated Notes;
and (j) any other terms of such Notes (Note Indenture Section 2.05).
The Notes will not have any conversion rights.
The Note Indenture does not provide any protection for holders of Notes
in the event of a highly leveraged transaction.
The Notes may be presented for registration of transfer or exchange at
the office of the Note Trustee in The City of New York, and the Note Trustee
will perform certain other duties with respect to the Notes.
Payment of Principal and Interest
Principal of and interest on Book-Entry Notes will be paid in
immediately available funds in the manner described below under "Book-Entry
Notes." Interest on Certificated Notes will be paid at the Company's option
by check mailed or by wire transfer to the registered holder thereof on the
Record Date for such interest. The principal of and interest at maturity on
all Notes will be paid in immediately available funds at the office of the
Note Trustee, in The City of New York, to the holder of record of such Notes
on the date of such payment, provided that the Notes are presented to the
Note Trustee in time for the Note Trustee to make such payments in such funds
in accordance with its normal procedures (Note Indenture Section 2.04).
Interest payments will be made on each Interest Payment Date commencing
with the first Interest Payment Date following the Original Issue Date;
provided, however, that the first payment of interest on any Note originally
issued between a Record Date and an Interest Payment Date will occur on the
second Interest Payment Date following the Original Issue Date.
Redemption
The Notes may be redeemable, in whole or in part, at the general
redemption prices set forth in the Pricing Supplement for all redemptions.
If at the time notice of redemption is given the redemption moneys are not on
deposit with the Note Trustee, the redemption may be subject to their deposit
with the Note Trustee on or before the date fixed for redemption and such
notice shall be of no effect unless such moneys are so received.
Record Date
Unless otherwise indicated in the Pricing Supplement, the Record Date
for Fixed Rate Notes and Floating Rate Notes will be the fifteenth day
preceding each Interest Payment Date (Note Indenture Section 1.02).
Fixed Rate Notes
The Fixed Rate Notes will bear interest from the later of the Original
Issue Date or the most recent date to which any interest has been paid or
duly provided for at the fixed rate per annum specified therein and in the
applicable Pricing Supplement, until the principal of such Notes is paid or
made available for payment. Interest on Fixed Rate Notes will be payable
semi-annually each May 1 and November 1 (unless otherwise indicated in the
applicable Pricing Supplement) and at maturity or redemption, if applicable.
Each payment of interest will include interest accrued to but excluding the
Interest Payment Date. Interest on Fixed Rate Notes will be computed on the
basis of a 360-day year of twelve 30-day months (Note Indenture Section
2.04).
Floating Rate Notes
Interest on Floating Rate Notes will be determined by reference to a
"Base Rate", which shall be the "Commercial Paper Rate" (Commercial Paper
Rate Notes), "LIBOR" (LIBOR Notes), or the "Treasury Rate" (Treasury Rate
Notes), each as defined below, based upon the Index Maturity and adjusted by
a Spread or Spread Multiplier, if any, as specified in the applicable Pricing
Supplement. The "Index Maturity" is the period to maturity of the instrument
or obligation from which the Base Rate is calculated. The "Spread" is the
number of basis points above or below the Base Rate applicable to such
Floating Rate Note, and the "Spread Multiplier" is the percentage of the Base
Rate applicable to the interest rate for such Floating Rate Notes. The
Spread, Spread Multiplier, Index Maturity and other variable terms of the
Floating Rate Notes are subject to change by the Company from time to time,
but no such change will affect any Floating Rate Notes theretofore issued or
as to which an offer has been accepted by the Company.
The rate of interest on each Floating Rate Note will be reset daily,
weekly, monthly, quarterly, semiannually or annually, as specified in the
applicable Pricing Supplement. The "Interest Reset Date" will be, in the case
of Floating Rate Notes which reset (a) daily, each Business Day; (b) weekly,
the Wednesday of each week (with the exception of weekly reset Treasury Rate
Notes which reset the Tuesday of each week, except as specified below); (c)
monthly, the third Wednesday of each month; (d) quarterly, the third
Wednesday of March, June, September and December; (e) semiannually, the third
Wednesday of the two months specified in the applicable Pricing Supplement;
and (f) annually, the third Wednesday of the month specified in the
applicable Pricing Supplement. If any Interest Reset Date for any Floating
Rate Note would otherwise be a day that is not a Business Day, such Interest
Reset Date shall be postponed to the next succeeding day that is a Business
Day, except that in the case of a LIBOR Note, if such Business Day is in the
next succeeding calendar month, such Interest Reset Date shall be the next
preceding Business Day and provided, that if in the case of a Treasury Rate
Note, an Interest Reset Date shall fall on a day on which the Treasury
auctions Treasury bills, then such Interest Reset Date shall instead be the
first Business Day following such auction.
The interest rate applicable to each Interest Accrual Period commencing
on an Interest Reset Date will be the rate determined as of the "Interest
Determination Date" and will be calculated either on such Interest
Determination Date or on or prior to the applicable Calculation Date (as
hereinafter defined). The Interest Determination Date with respect to
Commercial Paper Rate Notes will be the second Business Day preceding the
Interest Reset Date. The Interest Determination Date with respect to LIBOR
Notes will be the second London Banking Day preceding the Interest Reset
Date. The Interest Determination Date with respect to Treasury Rate Notes
will be the day of the week in which the Interest Reset Date falls on which
Treasury bills normally would be auctioned; provided, however, that if as a
result of a legal holiday an auction is held on the Friday of the week
preceding the Interest Reset Date, the related
Interest Determination Date
shall be such preceding Friday.
A Floating Rate Note may also have either or both of the following: (a)
a maximum limit (Maximum Interest Rate), or ceiling, on the rate of interest
which may accrue during any Interest Accrual Period; and (b) a minimum limit
(Minimum Interest Rate), or floor, on the rate of interest which may accrue
during any Interest Accrual Period. In addition to any Maximum Interest Rate
which may be applicable to any Floating Rate Notes pursuant to the above
provisions, the interest rate on the Floating Rate Notes will in no event be
higher than the maximum rate permitted by applicable state law, as the same
may be modified by United States law of general application.
The applicable Pricing Supplement will specify each variable term with
respect to the Floating Rate Notes, including the following: Initial Interest
Rate, Interest Reset Dates, Interest Payment Dates, Index Maturity, Maturity,
Maximum Interest Rate and Minimum Interest Rate, if any, the Spread or Spread
Multiplier, if any, and terms of redemption, if any.
The Floating Rate Notes will bear interest from the date of issue at
the rates determined as described below until the principal thereof is paid
or otherwise made available for payment. Except as provided below, interest
will be payable on their Interest Payment Date, which shall be, in the case
of Floating Rate Notes which reset (a) daily, weekly or monthly: the third
Wednesday of each month or the third Wednesday of March, June, September and
December of each year as specified in the applicable Pricing Supplement; (b)
quarterly: the third Wednesday of March, June, September and December of
each year; (c) semiannually: the third Wednesday of the two months of each
year specified in the applicable Pricing Supplement; (d) annually: the third
Wednesday of the month specified in the applicable Pricing Supplement; and,
in each case, at maturity or earlier redemption.
If any Interest Payment Date (other than at maturity or earlier
redemption) for any Floating Rate Note would fall on a day that is not a
Business Day with respect to such Note, such Interest Payment Date will be
the following day that is a Business Day with respect to such Note, except
that, in the case of a LIBOR Note, if such Business Day is in the next
succeeding calendar month, such Interest Payment Date shall be the
immediately preceding day that is a Business Day with respect to such LIBOR
Note. If the maturity date or date of redemption of any Floating Rate Note
would fall on a day that is not a Business Day, the payment of interest and
principal (and premium, if any) shall be made on the next succeeding Business
Day, and no interest on such payment shall accrue for the period from and
after the maturity date or date of redemption.
Unless otherwise specified in the Pricing Supplement, interest payments
shall be the amount of interest accrued from the Original Issue Date or from
the last date to which interest has been paid to, but excluding, the Interest
Payment Date. In the case of a Floating Rate Note on which interest is reset
daily or weekly, interest payments shall be the amount of interest accrued
from the Original Issue Date or from the last date to which interest has been
paid, as the case may be, to, and including, the Record Date immediately
preceding such Interest Payment Date, except that at maturity, the interest
payable will include interest accrued to, but excluding, the Maturity Date.
With respect to a Floating Rate Note, accrued interest is calculated by
multiplying the face amount of such Floating Rate Notes by an Accrued
Interest Factor. Such Accrued Interest Factor is computed by adding the
Interest Factor calculated for each day from the date of issue, or from the
last date to which interest has been paid, to the date for which Accrued
Interest is being calculated. The Interest Factor for each such day is
computed by dividing the interest rate applicable to such day by 360 in the
case of Commercial Paper Rate Notes and LIBOR Notes or by the actual number
of days in the year in the case of Treasury Rate Notes.
All percentages resulting from any calculation on Floating Rate Notes
will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded
upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or
.0987655)), and all dollar amounts used in or resulting from such calculation
on Floating Rate Notes will be rounded to the nearest cent (with one-half
cent being rounded upward).
Unless otherwise provided for in the applicable Pricing Supplement, The
Bank of New York will be the "Calculation Agent." Upon the request of the
registered holder of any Floating Rate Note, the Calculation Agent will
provide the interest rate then in effect and, if determined, the interest
rate that will become effective as a result of a determination made for the
next Interest Reset Date with respect to such Floating Rate Note. The
Company, or the Calculation Agent, will notify the Trustee of each
determination of the interest rate applicable to any such Floating Rate Note
promptly after such determination is made. The "Calculation Date", where
applicable, pertaining to any Interest Determination Date will be the tenth
calendar day after such Interest Determination Date, or, if any such day is
not a Business Day, the next succeeding Business Day.
The interest rate in effect with respect to a Floating Rate Note from
the date of issue to the first Interest Reset Date (the "Initial Interest
Rate") will be specified in the applicable Pricing Supplement. The interest
rate for each subsequent Interest Reset Date will be determined by the
Calculation Agent as follows:
Commercial Paper Rate Notes
Commercial Paper Rate Notes will bear interest at the interest rates
(calculated with reference to the Commercial Paper Rate and the Spread or
Spread Multiplier, if any) specified in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement,
"Commercial Paper Rate" means, with respect to any Interest Determination
Date relating to a Commercial Paper Rate Note (a Commercial Paper Rate
Interest Determination Date), the Money Market Yield (as defined below) on
such date of the rate for commercial paper having the Index Maturity
specified in the applicable Pricing Supplement, as such rate shall be
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication (H.15(519)), under the heading "Commercial Paper." In the event
that such rate is not published prior to 3:00 P.M., New York City time, on
the Calculation Date pertaining to such Commercial Paper Rate Interest
Determination Date, then the Commercial Paper Rate shall be the Money Market
Yield on such Commercial Paper Rate Interest Determination Date of the rate
for commercial paper of the specified Index Maturity as published by the
Federal Reserve Bank of New York in its daily statistical release "Composite
3:30 P.M. Quotations for U.S. Government Securities", or any successor
publication (Composite Quotations) under the heading "Commercial Paper." If
by 3:00 P.M., New York City time, on such Calculation Date such rate is not
published in either H.15(519) or Composite Quotations, then the Commercial
Paper Rate for such Commercial Paper Rate Interest Determination Date shall
be calculated by the Calculation Agent and shall be the Money Market Yield of
the arithmetic mean of the offered rates as of 11:00 A.M., New York City
time, on such Commercial Paper Rate Interest Determination Date of three
leading dealers of commercial paper in The City of New York selected by the
Calculation Agent for commercial paper of the specified Index Maturity placed
for an industrial issuer whose bond rating is "AA", or the equivalent, from
a nationally recognized rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as set forth
above, the Commercial Paper Rate will be the Commercial Paper Rate in effect
on such Commercial Paper Rate Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
D x 360
Money Market Yield = ------------- x 100
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal, and "M" refers to the
actual number of days in the Interest Accrual Period for which interest is
being calculated.
Unless otherwise indicated in the applicable Pricing Supplement, the
interest rate determined with respect to a Commercial Paper Rate Interest
Determination Date will become effective on and as of the next succeeding
Interest Reset Date; provided, however, that the interest rate in effect for
the period from the date of issue to the first Interest Reset Date will be
the Initial Interest Rate and the interest rate in effect for the ten days
immediately prior to the maturity date (or any date of redemption) will be
that in effect on the tenth day preceding such maturity date (or any date of
redemption).
LIBOR Notes
LIBOR Notes will bear interest at the interest rates (calculated with
reference to LIBOR and the Spread or Spread Multiplier, if any) specified in
the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, LIBOR
with respect to any Interest Determination Date relating to a LIBOR Note (a
LIBOR Interest Determination Date) will be the rate determined on the basis
of the offered rates for deposits (in United States dollars and in a
principal amount equal to an amount of not less than $1,000,000 that is
representative for a single transaction in such market at such time for the
period of the Index Maturity specified in the applicable Pricing Supplement),
commencing on the second London Banking Day immediately following such LIBOR
Interest Determination Date, which appears as of 11:00 A.M., London time, on
the Reuters Screen LIBO Page on the Reuters Monitor Rates Service on the
LIBOR Interest Determination Date. If at least two such offered rates appear
on the Reuters Screen LIBO Page, LIBOR for such LIBOR Interest Determination
Date will be the arithmetic mean (rounded, if necessary, to the nearest one
hundred-thousandth of a percent) of such offered rates as determined by the
Calculation Agent. If fewer than two such offered rates appear, the
Calculation Agent shall request the principal London office of four major
banks in the London interbank market selected by the Calculation Agent to
provide the Calculation Agent with a quotation of their offered rates for
deposits (in United States dollars for the period of the applicable Index
Maturity and in a principal amount equal to an amount of not less than
$1,000,000 that is representative for a single transaction in such market at
such time) at approximately 11:00 A.M., London time, on such LIBOR Interest
Determination Date commencing on the second London Banking Day immediately
following such LIBOR Interest Determination Date. If at least two such
quotations are provided, LIBOR for such LIBOR Interest Determination Date
will equal the arithmetic mean of such quotations. If fewer than two
quotations are provided, LIBOR for such LIBOR Interest Determination Date
will equal the arithmetic mean of the rates quoted by three major banks in
The City of New York, as selected by the Calculation Agent, at approximately
11:00 A.M., New York City time, on such LIBOR Interest Determination Date for
loans to leading European banks (in United States dollars for the period of
the applicable Index Maturity and in a principal amount equal to an amount of
not less than $1,000,000 that is representative for a single transaction in
such market at such time) commencing on the second London Banking Day
following such LIBOR Interest Determination Date; provided, however, that if
the banks selected as aforesaid by the Calculation Agent are not quoting as
set forth above, LIBOR will be LIBOR in effect on such LIBOR Interest
Determination Date.
Unless otherwise indicated in the applicable Pricing Supplement, the
interest rate determined with respect to a LIBOR Interest Determination Date
will become effective on and as of the next succeeding Interest Reset Date;
provided, however, that the interest rate in effect for the period from the
date of issue to the first Interest Reset Date will be the Initial Interest
Rate and the interest rate in effect for the ten days immediately prior to
the maturity date (or any date of redemption) will be that in effect on the
tenth day preceding such maturity date (or any date of redemption).
Treasury Rate Notes
Treasury Rate Notes will bear interest at the interest rates
(calculated with reference to the Treasury Rate and the Spread or Spread
Multiplier, if any) specified in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement,
"Treasury Rate" means, with respect to any Interest Determination Date
relating to a Treasury Rate Note (a Treasury Rate Interest Determination
Date), the rate applicable to the most recent auction of direct obligations
of the United States (Treasury bills) having the Index Maturity specified in
the applicable Pricing Supplement, as such rate is published in H.15(519)
under the heading "Treasury bills-auction average (investment)" or, if not so
published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Treasury Rate Interest Determination Date, the auction
average rate (expressed as a bond equivalent on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) as otherwise announced
by the United States Department of the Treasury. Treasury bills are usually
sold at auction on Monday of each week unless that day is a legal holiday, in
which case the auction is usually held on the following Tuesday, except that
such auction may be held on the preceding Friday. In the event that the
results of the auction of Treasury bills having the specified Index Maturity
are not reported as provided by 3:00 P.M., New York City time, on such
Calculation Date, or if no such auction is held in a particular week, then
the Treasury Rate shall be calculated by the Calculation Agent and shall be
a yield to maturity (expressed as a bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) of the
arithmetic mean of the secondary market bid rates, as of approximately 3:30
P.M., New York City time, on such Treasury Rate Interest Determination Date,
of three leading primary United States government securities dealers selected
by the Calculation Agent, for the issue of Treasury bills with a remaining
maturity closest to the applicable Index Maturity; provided, however, that if
the dealers selected as aforesaid by the Calculation Agent are not quoting as
set forth above, the Treasury Rate will be the Treasury Rate in effect on
such Treasury Rate Interest Determination Date.
Unless otherwise indicated in the applicable Pricing Supplement, the
interest rate determined with respect to a Treasury Rate Interest
Determination Date will become effective on and as of the next succeeding
Interest Reset Date; provided, however, that the interest rate in effect for
the period from the date of issue to the first Interest Reset Date will be
the Initial Interest Rate and for the ten days immediately prior to the
maturity date (or any date of redemption) will be that in effect on the tenth
day preceding such maturity date (or any date of redemption).
Security
The payment of the principal of and any premium and interest on the
Notes will be secured by the Pledged Bond issued, pledged and delivered by
the Company to the Note Trustee for the benefit of the holders of the Notes
(Note Indenture Article Four). The outstanding principal amount of the
Pledged Bond will at all times be equal to the outstanding principal amount
of the Notes. The Pledged Bond is payable in installments, and bears
interest, corresponding to the required payments of principal of and any
premium and interest on the Notes. Payments on the Notes will constitute
payments on the Pledged Bond. The Pledged Bond is secured by a lien on
certain property owned by the Company. See "Description of Bonds - Security
and Priority."
Events Of Default
Events of Default with respect to the Notes are defined in the Note
Indenture as including: (a) default for 30 days in the payment of any
interest installment due on the Notes; (b) default for one day in the payment
of principal of or any premium on the Notes; (c) default in performance of
any other covenant in the Note Indenture for 60 days after notice to the
Company by the Note Trustee or to the Company and the Note Trustee by the
holders of at least 25% of the principal amount of the outstanding Notes; (d)
certain events of bankruptcy, insolvency and reorganization of the Company;
and (e) an event of Default (as defined in the Mortgage Indenture pursuant to
which the Pledged Bond has been issued) occurs and the principal of all
Mortgage Bonds (including the Pledged Bond) has been declared and become due
and payable in the manner and with the effect provided in the Mortgage
Indenture. If an Event of Default occurs and is continuing, the Note Trustee
or the holders of at least a majority of the principal amount of the
outstanding Notes may declare all of the Notes to be due and payable
immediately, subject to the right of the holders of a majority of the
principal amount of the outstanding Notes (i) to waive certain defaults prior
to such declaration, and (ii) to waive such default and rescind such
declaration in certain circumstances (Note Indenture Sections 8.01 and 8.08).
The Note Indenture entitles the Note Trustee, subject to the duty of
the Note Trustee during default to act with the required standard of care, to
be indemnified by the holders of the Notes before proceeding to exercise at
the request of such holders any right or power under the Note Indenture (Note
Indenture Section 8.04). The Note Indenture also provides that the holders
of a majority of the principal amount of the outstanding Notes may direct the
time, method and place of conducting any proceeding for any remedy available
to the Note Trustee, or exercising any trust or power conferred on the Note
Trustee, with respect to the Notes (Note Indenture Section 8.08).
The Note Indenture contains a covenant that the Company will file
annually with the Note Trustee a certificate stating that no default has
occurred under the Note Indenture, or if any such default has occurred, a
certificate specifying such default and its nature and status. The Company
is obligated to give to the Note Trustee written notice of the occurrence of
an Event of Default within five days of it becoming aware of such occurrence
(Note Indenture Section 6.04).
Modification of the Note Indenture
The Note Indenture permits the Company and the Note Trustee, with the
consent of the holders of at least 50% of the principal amount of the
outstanding Notes, to execute supplemental indentures adding any provisions
to or changing or eliminating any of the provisions of the Note Indenture or
any supplemental indenture or modifying the rights of the holders of Notes,
except that no such supplemental indenture may (i) change the maturity of any
Note, or reduce the rate or extend the time of payment of any interest on any
Note; or change the method of calculating interest, for any of the terms used
in the calculation of interest, or the period for which interest is payable,
on any Note; or reduce the principal amount of any Note or any premium
thereon; or change the currency of payment of any Note; or change the date on
which any Note may be redeemed; or adversely affect the rights of the holder
of any Note to institute suit for the enforcement of any payment of principal
of or any premium or interest on such Note, in each case without the consent
of the holder of each such Note so affected, including Notes for which any
offer has been accepted by the Company, or (ii) reduce the aforesaid
percentage of the principal amount of Notes, the holders of which are
required to consent to any such supplemental indenture, without the consent
of the holders of all outstanding Notes (Note Indenture Section 13.02).
Defeasance and Discharge
The Note Indenture provides that the Company will be discharged from
any and all obligations in respect of the Notes and the Note Indenture
(except for certain obligations such as obligations to register the transfer
or exchange of Notes, replace stolen, lost or mutilated Notes, and maintain
paying agencies) and thereafter the holders of Notes shall look only to the
Note Trustee for payment from the deposit in trust hereinafter described, if
the Company irrevocably deposits with the Note Trustee, in trust for the
benefit of holders of Notes, money or U.S. Government Obligations, or any
combination thereof, which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money in an
amount sufficient to make all payments of principal of and any premium and
interest on the Notes on the dates such payments are due in accordance with
the terms of the Note Indenture and the Notes, provided that the Note Trustee
shall have been irrevocably instructed to apply such money or the proceeds of
such U.S. Government Obligations to the payment of such principal of and any
premium and interest on the Notes (Note Indenture Section 5.01).
Book-Entry Notes
Unless otherwise specified in the applicable Pricing Supplement, the
Notes will be issued in whole or in part in book-entry form (Book-Entry
Notes). Upon issuance, all such Book-Entry Notes having identical terms and
provisions will be represented by a single global security (each, a Global
Note). Unless otherwise specified in a Pricing Supplement, each Global Note
representing Book-Entry Notes will be deposited with, or on behalf of, The
Depository Trust Company (the Depositary), and registered inprospectus supplement the name of a
nominee of the Depositary. Except as set forth below, a Global Note may not
be transferred except as a whole byunderwriters or agents, the
Depositary to a nominee of the
Depositarydiscount or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or any nominee to a successor of the Depositary or
a nominee of such successor (Note Indenture Section 2.12).
The Depositary has advised the Company and the Agents that it is a
limited-purpose trust company organized under the laws of the State of New
York, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the Uniform Commercial Code and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended. The Depositary was created to hold securities of its
participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the
need for physical movement of securities certificates. The Depositary's
participants include securities brokers and dealers (including the Agents),
banks, trust companies, clearing corporations and certain other
organizations, some of whom (and/or their representatives) own the
Depositary. Access to the Depositary's book-entry system is also available
to others, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a participant, either
directly or indirectly. Persons who are not participants may beneficially
own securities held by the Depositary only through participants.
Upon the issuance of Book-Entry Notes by the Company represented by a
Global Note, the Depositary will credit, on its book-entry registration and
transfer system, the respective principal amounts of the Book-Entry Notes
represented by such Global Note to the accounts of participants. The
accounts to be credited shall be designated by the Agent through or by which
such Book-Entry Notes are sold. Ownership of beneficial interests in a
Global Note will be limited to participants or persons that may hold
interests through participants. In addition, ownership of beneficial
interests by participants in a Global Note will be evidenced only by, and the
transfer of any such ownership interest will be effected only through,
records maintained by the Depositary or its nominee for such Global Note.
Ownership of beneficial interests in such a Global Note by persons that hold
through participants will be evidenced only by, and the transfer of any such
ownership interest within such participant will be effected only through,
records maintained by such participant. The laws of some states require that
certain purchasers of securities take physical delivery of such securities in
certificated form. Such limits and such laws may impair the ability to
transfer beneficial interests in a Global Note.
So long as the Depositary, or its nominee, is the registered owner of
a Global Note, the Depositary or its nominee, as the case may be, will be
considered the sole owner or holder of the Book-Entry Notes represented by
such Global Note for all purposes under the Note Indenture dated as of
November 1, 1994. Except as provided below, owners of beneficial interests
in a Global Note representing Book-Entry Notes will not be entitled to have
such Book-Entry Notes registered in their names, will not receive or be
entitled to receive physical delivery of Notes in certificated form and will
not be considered the owners or holders thereof under the Indenture.
Accordingly, each person owning a beneficial interest in a Global Note must
rely on the procedures of the Depositary and, if such person is not a
participant, on the procedures of the participant through which such person
owns its interests, to exercise any rights of a holder under the Indenture or
such Global Note. The Company understands that, under existing industry
practice, in the event that the Company requests any action of holders of
Book-Entry Notes or an owner of a beneficial interest in a Global Note
desires to take any action that the Depositary, as the holder of such Global
Note, is entitled to take, the Depositary would authorize the participants to
take such action and that the participants would authorize beneficial owners
owning through such participants to take such action or would otherwise act
upon the instructions of beneficial owners owning through them.
Payments of principal, interest and premium, if any, on the Book-Entry
Notes represented by one or more Global Notes will be made by the Company
through the Trustee to the Depositary, or its nominee, as the case may be, as
the registered owner of such Global Note or Notes. Neither the Company nor
the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests. The Company expects that the Depositary, upon receipt of any
payment of principal, interest and premium, if any, in respect of a Global
Note, will credit immediately the accounts of the related participants with
payment in amounts proportionate to their respective holdings in principal
amount of beneficial interests in such Global Note as shown on the records of
the Depositary. The Company also expects that payments by participants to
owners of beneficial interests in a Global Note will be governed by standing
customer instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name", and will be the responsibility of such participants.
The Company will issue Notes in certificated form in exchange for
Global Notes representing Book-Entry Notes only if (a) the Depositary is at
any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by the Company within 90 days, (b) the Company at
any time determines not to have Book-Entry Notes represented by one or more
Global Notes, or (c) an event of default under the Note Indenture has
occurred and is continuing. In any such instance, an owner of a beneficial
interest in any Global Note will be entitled to physical delivery of Notes in
certificated form which are equal in principal amount to such beneficial
interest and to have such Notes registered in its name. Such Notes so issued
will be issued in registered form only without coupons and in denominations
of $1,000 and integral multiples of $1,000 in excess thereof (Note Indenture
Section 2.12).
Concerning the Note Trustee
The Note Trustee is the trustee for the Company's $___________
principal amount of currently outstanding Medium-Term Notes issued under
Indentures dated April 1, 1991, February 15, 1992, and November 15, 1992.
DESCRIPTION OF BONDS
The Pledged Bond is one of the Mortgage Bonds (Bonds) issued under a
General Mortgage Indenture and Deed of Trust, dated as of December 1, 1986,
as supplemented from time to time (Mortgage Indenture), executed by the
Company to UMB Bank, N.A. (formerly United Missouri Bank of Kansas City,
n.a.) as Trustee (Mortgage Trustee). The Pledged Bond is the only Bond in
the series designated "Mortgage Bond, Medium-Term Series E" which is issued
under the Tenth Supplemental Indenture to the Mortgage Indenture; the other
series of outstanding Bonds are Mortgage Bond, Medium-Term Series B securing
$122,750,000 principal amount of outstanding Medium-Term Notes; Mortgage
Bond, Medium-Term Series C securing $150,000,000 principal amount of
outstanding Medium-Term Notes; Mortgage Bond, Medium-Term Series D securing
$__________ principal amount of outstanding Medium Term Notes; Mortgage Bond
Series 1992 securing $31,000,000 State Environmental Improvement and Energy
Resources Authority of the State of Missouri Environmental Improvement
Revenue Refunding Bonds (Kansas City Power & Light Company Project) Series
1992; Mortgage Bond Series 1993A securing $12,366,000 State of Missouri
Environmental Improvement Revenue Refunding Bonds Series 1993; Mortgage Bond
Series 1993B securing $79,480,000 City of Burlington, Kansas, Environmental
Improvement Revenue Refunding Bonds; and Mortgage Bond Series 1994 securing
$35,922,500 City of La Cygne, Kansas, Environmental Improvement Revenue
Refunding Bonds which are outstanding.
The following statements are an outline only, do not purport to be
complete, and are subject to the detailed provisions of the Mortgage
Indenture (copies of which are filed as exhibits to the Registration
Statement of which this Prospectus is a part), to which reference is hereby
made. This outline incorporates by reference certain Articles and Sections
of the Mortgage Indenture specifically enumerated below and is qualified in
its entirety by such reference. Certain of the terms used below are used
herein with the meanings ascribed to such terms by the Mortgage Indenture.
The Pledged Bond is issued to the Note Trustee and may not be
transferred except to a successor Note Trustee under the Note Indenture.
Payment of principal of and any premium and interest on the Notes will
constitute payments of principal of and any premium and interest on the
Pledged Bond.
Security and Priority
The Company's principal plants and properties, insofar as they
constitute real estate, are owned in fee; certain other facilities of the
Company are located on premises held by the Company under leases, permits or
easements; and the Company's electric transmission and distribution lines and
systems (which constitute a substantial portion of the Company's investment
in physical property) are for the most part located over or under highways,
streets, other public places or property owned by others for which permits,
grants, easements, licenses or franchises (deemed satisfactory but without
examination of underlying land titles) have been obtained.
The Mortgage Indenture constitutes a first mortgage lien upon
substantially all of the fixed property and franchises of the Company,
consisting principally of electric generating plants, electric transmission
and distribution lines and systems, and buildings, subject to Permissible
Encumbrances (Mortgage Indenture Section 1.03 (ff)). The Mortgage Indenture
subjects to the lien thereof property, of the character initially mortgaged,
which is acquired by the Company subsequent to December 1, 1986. Such after-
acquired property may be subject to Prior Liens which secure debt outstanding
at the time of such acquisition in an amount not in excess of 75% of the Cost
or Fair Value, whichever is less, of such after-acquired property at such
time (Mortgage Indenture Section 1.03 (ff)(xv)).
The property excepted from the lien of the Mortgage Indenture consists
principally of: cash and securities (unless deposited with the Mortgage
Trustee); contracts, accounts receivable, leases and operating agreements;
equipment, spare parts, tools, materials, supplies and fuel held for sale or
lease in the ordinary course of business or for use or consumption in, or the
operation of, any properties of, or for the benefit of, the Company, or held
in advance of use thereof for maintenance or fixed capital purposes;
electricity, gas, steam, water, ice and other materials, products or services
for sale, distribution or use; vehicles; leasehold interests and leasehold
improvements; minerals and mineral rights; nuclear fuel, cores and materials;
and other real and personal property which is not an integral part of the
electric and any steam generating, transmission and distribution operations
of the Company (Mortgage Indenture Section 1.03 (s)).
The Bonds will rank equally and ratably (except as to sinking funds and
other analogous funds established for the exclusive benefit of a particular
series) with all Bonds, regardless of series, from time to time issued and
outstanding under the Mortgage Indenture.
The Mortgage Indenture provides that the Mortgage Trustee shall have a
lien on the Mortgaged Property, prior to the Bonds, for the payment of its
reasonable compensation and expenses and for indemnity against certain
liabilities (Mortgage Indenture Section 14.09).
Issuance of Additional Bonds
The maximum principal amount of Bonds which may be issued under the
Mortgage Indenture is not limited. Bonds of any series may be issued from
time to time in principal amounts equal to:
(1) 75% of the lesser of the Cost or Fair Value of Unbonded Bondable
Property, after deducting 133 1/3% of the principal amount of all
Prior Lien Bonds which are (a) outstanding and secured by a Prior
Lien on Bondable Property owned by the Company at December 1,
1986, and (b) outstanding and secured by a Prior Lien, other than
due solely to an after acquired property clause, on Bondable
Property at the date of its acquisition by the Company after such
date;
(2) the principal amount of Bonds and Prior Lien Bonds which have
been retired or purchased or acquired by the Company since the
date of the Mortgage Indenture or are then being retired or
purchased or acquired by the Company, and which have not
theretofore been Bonded; or
(3) the amount of cash deposited with the Mortgage Trustee for such
purpose.
(Mortgage Indenture Articles III, IV, V and VI)
Bondable Property includes: the Company's electric and any steam
generating, transmission and distribution properties; construction work in
progress; property in the process of purchase to which the Company has legal
title; fractional and undivided interests of the Company in property;
engineering, financial, economic and legal and other surveys, data processing
equipment and software associated with the acquisition or construction of
property; paving, grading and other improvements to property owned by others
but used by the Company; and certain property owned by the Company located on
property owned by others, including governments (Mortgage Indenture Section
1.03 (h)).
The amount of Bondable Property is the lesser of its Cost or Fair Value
determined in accordance with Generally Accepted Accounting Principles in
effect at December 1, 1986 or, at the option of the Company, at the date of
their determination (Mortgage Indenture Section 1.03 (h)). In determining
Generally Accepted Accounting Principles, the Company may conform to
accounting orders from any governmental regulatory commission (Mortgage
Indenture Section 1.03 (u)).
It is expected that the Mortgage Bond will be issued on the basis of
the deposit of cash. At September 30, 1994, the Company had approximately
$2,065,535,000 of Unbonded Bondable Property and $246,902,000 of retired
Bonds and Prior Lien Bonds entitling it, in accordance with the limitations
described above, to issue approximately $1,796,053,000 of Bonds.
Withdrawal of Certain Cash
Cash deposited with the Mortgage Trustee as a basis for the issue of
additional Bonds may be withdrawn by the Company in the amount of:
(1) 75% of the lesser of Cost or Fair Value of Unbonded Bondable
Property, after deducting 133 1/3% of the principal amount of all
Prior Lien Bonds which are (a) outstanding and secured by a Prior
Lien on such Bondable Property owned by the Company at December
1, 1986, and (b) outstanding and secured by a Prior Lien, other
than due solely to the after acquired property clause, on
Bondable Property at the date of its acquisition by the Company
after such date; or
(2) the principal amount of Bonds and Prior Lien Bonds which have
been retired or purchased or acquired by the Company since the
date of the Mortgage Indenture or are then being retired or
purchased or acquired by the Company, and which have not
theretofore been Bonded.
(Mortgage Indenture Article XI)
Release and Substitution of Property
Mortgaged Property may be released from the lien of the Mortgage
Indenture:
(1) if after such release the Fair Value of the remaining Mortgaged
Property equals or exceeds a sum equal to 133 1/3% of the
aggregate principal amount of Bonds and Prior Lien Bonds
outstanding; or
(2) if, with some limitations, the Fair Value of the Mortgaged
Property to be released is less than 1/2 of 1% of the principal
amount of Bonds and Prior Lien Bonds outstanding, provided that
the aggregate Fair Value of Mortgaged Property released in this
manner in any period of 12 consecutive calendar months shall not
exceed 1% of the aggregate principal amount of the Outstanding
Bonds and Prior Lien Bonds outstanding; or
(3) on the basis of (a) the deposit of cash or Governmental
Obligations, (b) Unbonded Bondable Property to be acquired by the
Company with the proceeds of, or otherwise in connection with,
such release, or (c) a waiver of the right to issue Bonds on the
basis of Bonds or Prior Lien Bonds which have been retired or
purchased or acquired by the Company after December 1, 1986, and
have not theretofore been Bonded (Mortgage Indenture Article X).
Modification of the Mortgage Indenture
In general, modifications or alterations of the Mortgage Indenture and
indentures supplemental thereto and of the rights or obligations of the
Company and of the Bondholders, as well as waivers of compliance with the
Mortgage Indenture (including indentures supplemental thereto) may be made,
with the consent of the holders of a majority in principal amount of the
Outstanding Bonds, if approved by the Company. Provisions relating to such
modifications or alterations and waivers of compliance are subject to certain
restrictions designed to safeguard the positions of the Bondholders and the
Mortgage Trustee with respect to certain matters of basic importance,
including payment of principal of and interest and premium (if any) on Bonds
and creation of liens ranking prior to or on a parity with the lien of the
Mortgage Indenture as to any Mortgaged Property (Mortgage Indenture Section
12.24 and Article XV).
Concerning the Mortgage Trustee
The Company and its officers and directors have no material
relationships with the Mortgage Trustee except that (a) the Mortgage Trustee
is transfer agent and registrar for the Company's outstanding common and
preferred stock, (b) the Mortgage Trustee is trustee of the Company's
management pension fund and management health and welfare fund, and Employee
Savings Plus Plan, (c) the Mortgage Trustee is one of the investment managers
for the Company's management and union pension funds and health and welfare
funds, and (d) the Company maintains general banking accounts with the
Mortgage Trustee. The Mortgage Indenture provides that the holders of a
majority in principal amount of the Outstanding Bonds have the right to
require the Mortgage Trustee to take certain action on behalf of the
Bondholders, but under certain circumstances the Mortgage Trustee may decline
to follow such directions or to exercise certain of its powers (Mortgage
Indenture Section 12.05). Prior to taking any such action the Mortgage
Trustee is entitled to indemnity satisfactory to the Mortgage Trustee against
costs, expenses and liabilities which may be incurred in the course of such
action (Mortgage Indenture Section 12.16). This right does not, however,
impair the absolute right of any holder of Bonds to enforce payment of the
principal of, premium, if any, and interest on such Bonds when due (Mortgage
Indenture Section 12.23). The Company has the right to remove the Mortgage
Trustee and appoint a successor Mortgage Trustee not more frequently than
once in any ten-year period (Mortgage Indenture Section 14.18).
Events of Default
The Mortgage Indenture provides generally that a Default occurs upon:
failure for ninety (90) days to pay interest when due on any Bonds; failure
to pay when due the principal of, and premium, if any, on any Bonds issued
under the Mortgage Indenture or the principal of, premium, if any, or
interest on any outstanding Prior Lien Bonds, beyond any specified grace
period; failure to perform or observe for ninety (90) days after notice of
such failure any other of the covenants or conditions of the Company in the
Mortgage Indenture, indentures supplemental thereto, or any of the Bonds
issued thereunder; and the occurrence of insolvency, bankruptcy, receivership
or similar events. In case of Default, the Mortgage Trustee or the holders
of a majority in principal amount of the Outstanding Bonds may declare the
principal of and interest on all Bonds to be immediately due and payable, but
the holders of a majority in principal amount of the Outstanding Bonds may
rescind such declaration if such Default has been cured (Mortgage Indenture
Sections 12.02 and 12.04).
The Company is required to file with the Mortgage Trustee such
information, documents and reports with respect to compliance by the Company
with the conditions and covenants of the Mortgage Indenture as may be
required by the rules and regulations of the Commission (Mortgage Indenture
Section 17.02). The Company is not required to furnish any statement as to
the absence of any Default.
EXPERTS
The financial statements and schedules included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1993, incorporated by
reference in this Prospectus and in the Registration Statement, have been
audited by Coopers & Lybrand L.L.P., independent public accountants, as
indicated in their reports with respect thereto, and are included herein, in
reliance upon the authority of said firm as experts in giving said reports.
LEGAL OPINIONS
Legal matters with respect to the Notes offered hereby and the Pledged
Bond will be passed upon for the Company by Jeanie Sell Latz, Vice President
- - Law of the Company, and for the Agents by Sidley & Austin, One First
National Plaza, Chicago, Illinois 60603. Sidley & Austin will rely for
purposes of their opinions upon the opinion of Ms. Latz as to matters of
Missouri law. At September 30, 1994, Ms. Latz owned beneficially 1,495
shares of the Company's Common Stock; she also received options to purchase
7,375 shares of the Company's Common Stock at the fair market value on the
dates of the grants. Sidley & Austin occasionally performs legal services
for the Company.
The statements herein under "Description of Bonds" and "Description of
Notes," as to the matters of law and legal conclusions, have been prepared
under the supervision of and reviewed by, and are made on the authority of
Ms. Latz, who has given her opinion that such statements as to such matters
and conclusions are correct.
PLAN OF DISTRIBUTION OF NOTES
The Notes are being offered on a continuing basis by the Company
through the Agents, which have agreed to use their reasonable efforts to
solicit purchases of the Notes. The Company will pay to the Agents a
commission of from .125% to .750% of the principal amount of each Note,
depending on its maturity, sold through the Agents. The Company has reserved
the right to appoint other agents from time to time on substantially similar
terms; any such other agents will be named in the appropriate Pricing
Supplement. The Company will have the sole right to accept offers to
purchase Notes and may reject any such offer, in whole or in part. The
Agents will have the right, in their discretion reasonably exercised, without
notice to the Company, to reject any offer to purchase Notes received by them in whole or in part.
In addition,from us as compensation, our
other expenses for the Agents may offer the Notes they have purchased as
principal to other dealers. The Agents may sell Notes to any dealer at a
discountoffering and unless otherwise specified in the applicable Pricing
Supplement, such discount allowed to any dealer will not be in excess of
66 2/3%sale of the discount to be received by such Agentdebt securities, and
the net proceeds we receive from the Company.
Unless otherwise indicated in the applicable Pricing Supplement, any Note
sold to an Agent as principal will be purchased by such Agent at a price
equal to 100%sale. See "Plan of
the principal amount thereof less a percentage equal to the
commission applicable to any agency sale of a Note of identical maturity, and
may be resold by the Agent to investors and other purchasers from time to
time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of
sale or may be resold to certain dealers as described above. After the
initial public offering of Notes to be resold to investors and other
purchasers on a fixed public offering price basis, the public offering price,
concession and discount may be changed.
The Notes may also be sold by the Company directly to purchasers.
Payment of the purchase price of Notes will be required to be made in
funds immediately available in The City of New York.
The Agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933 (the 1933 Act). The Company has agreed to indemnify
the Agents against and contribute toward certain liabilities, including
liabilities under the 1933 Act. The Company has agreed to reimburse the
Agents for certain expenses.
The Agents will not be obligated to make a market in the Notes. The
Company cannot predict the activity of trading in, or liquidity of, the
Notes.
The Agents have in the past performed, and in the future may perform,
various services for the Company in the ordinary course of business.Distribution."
THE DATE OF THIS PROSPECTUS IS NOVEMBER _, 2000.
No dealer, salesman or other person has been
authorized to give any information or to make any
representation not contained in this Prospectus and,
with respect to particular securities, the
Prospectus Supplement relating thereto, and, if
given or made, such information or representation
must not be relied upon as having been authorized by
the Company or any agent, underwriter or dealer.
Neither this Prospectus nor any Prospectus
Supplement constitutes an offer to sell or a
solicitation of any offer to buy any of the
securities offered hereby or thereby in any
jurisdiction to any person to whom it is unlawful to
make such offer in such jurisdiction. Neither the
delivery of this Prospectus or any Prospectus
Supplement nor any sale made hereunder or thereunder
shall, under any circumstances, create any
implication that there has been no change in the
affairs of the Company since the date hereof or
thereof or that the information contained or
incorporated by reference herein or therein is
correct as of any time subsequent to its date.__________________
TABLE OF CONTENTS
PAGE
Available Information........................
Incorporation of Certain
Information by Reference...................
The Company..................................
Selected Financial Information...............
Application of Proceeds......................
Description of Notes.........................
Description of Bonds.........................
Experts......................................
Legal Opinions...............................
Plan of Distribution of Notes................
$125,000,000
Kansas City
Power & Light
Company
____________
SECURED
MEDIUM-TERM NOTES
____________
PROSPECTUS
November __, 1994
Merrill Lynch & Co.
Smith Barney Inc.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expense of Issuance and Distribution.
An estimate of such expense, other than underwriting commissions, is as
follows:
Securities and Exchange Commission registration fee. . . . . . .$ 43,104
Printing, including preparation of securities. . . . . . . . . . 5,000
Trustee's fees and expenses.About This Prospectus . . . . . . . . . . . . . . . . . . 4,000. . 2
Where You Can Find More Information . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 3
Ratio of Earnings to Fixed Charges. . . . . . . . . . . . . . 4
Description of Debt Securities. . . . . . . . . . . . . . . . 4
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . 12
Legal feesMatters . . . . . . . . . . . . . . . . . . . . . . . . 13
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000
Blue Sky13
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we have
filed with the Securities and Exchange Commission using a "shelf"
registration process. By using this process, we may offer up to a
total dollar amount of $400,000,000 of our debt securities in one or
more offerings. This prospectus provides you with a general
description of the debt securities we may offer. Each time we offer
debt securities, we will provide you with a supplement to this
prospectus that will describe the specific terms of that offering.
The prospectus supplement may also add, update or change the
information contained in this prospectus. Before you invest, you
should carefully read this prospectus, the applicable 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 the terms "we", "us" or
other similar terms mean Kansas City Power & Light Company, unless
the context clearly indicates otherwise. We are also referred to in
this prospectus as the Company.
You should rely only on the information contained or
incorporated by reference in this prospectus and any accompanying
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 Securities and Exchange
Commission (the "Commission") through the Commission's Electronic
Data Gathering, Analysis and Retrieval system and these filings are
publicly available through the Commission's Web site
(http://www.sec.gov). You may read and copy such material at the
public reference facilities maintained by the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; at the
Commission's New York Regional Office, 7 World Trade Center, 13th
Floor, New York, New York 10048; and at its Chicago Regional Office,
Northwest Atrium Center, 500 West Madison Street, 14th Floor, Chicago,
Illinois 60661. You may obtain information on the operation of the
Public Reference Room by calling the Commission at 1-800-SEC-0330.
You may also obtain copies of such material at prescribed rates from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, you may inspect such material at
the offices of the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005.
2
The Commission 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 Commission that is incorporated by
reference into this prospectus will automatically update and
supercede this information. We are incorporating by reference into
this prospectus the following documents that we have filed with the
Commission and any subsequent filings we make with the Commission
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until the offering of the debt securities described in
this prospectus is completed:
- - our Annual Report on Form 10-K for the year ended December 31,
1999 ("1999 Form 10-K"),
- - our Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2000 (as amended by Form 10-Q/A filed
June 22, 2000), June 30, 2000 and September 30, 2000, and
- - our Current Reports on Form 8-K, dated January 3, 2000 and
February 15, 2000.
This prospectus is part of a registration statement we have
filed with the Commission relating to our debt securities. As
permitted by the Commission's rules, this prospectus does not contain
all of the information included in the registration statement and the
accompanying exhibits and schedules we file with the Commission. You
should read the registration statement and the exhibits and schedules
for more information about us and our debt securities. The
registration statement, exhibits and schedules are also available at
the Commission's Public Reference Section or through its Web site.
You may obtain a free copy of our filings with the
Commission by writing or telephoning us at the following address:
Kansas City Power & Light Company, 1201 Walnut, Kansas City, Missouri
64106-2124 (Telephone No.: 816-556-2200) Attention: Corporate
Secretary, or by contacting us at our internet web site www.kcpl.com.
THE COMPANY
We are a medium-sized electric utility incorporated in
Missouri. We generate and distribute electricity to over 463,000
customers located in all or portions of 22 counties in western
Missouri and eastern Kansas. Our customers include approximately
407,000 residences, 53,000 commercial firms, and over 3,000
industries, municipalities and other electric utilities. About two-
thirds of our retail sales are to Missouri customers and the
remainder are to Kansas customers. Our principal executive office is
located at 1201 Walnut, Kansas City, Missouri 64106 (Telephone: (816)
556-2200).
USE OF PROCEEDS
Unless we inform you otherwise in a supplement to this
prospectus, we anticipate using any net proceeds received by us from
the sale of the debt securities for general corporate purposes,
including, among others:
- - Repayment of short term debt,
- - Repurchase, retirement or refinancing of other securities,
- - Funding of construction expenditures,
- - Acquisitions, and
- - Investments in subsidiaries.
3
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to
fixed charges for the periods indicated:
YEAR ENDED DECEMBER 31,
Twelve Months ______________________________________
Ended
September 30, 2000 1999(a) 1998(a) 1997(a) 1996(a) 1995
___________________ _______ _______ _______ _______ ____
2.41 2.07 2.87 2.03 3.06 3.94
(a)We incurred significant merger-related costs relating to two
planned mergers, one of which was terminated in 1996 and the
other was terminated in 2000.
DESCRIPTION OF DEBT SECURITIES
The debt securities are to be issued under an Indenture to
be entered into between the Company and The Bank of New York, as
Trustee ("Trustee"), (the "Indenture"), a form of which is included
as an exhibit to the registration statement of which this prospectus
is a part. The Company may also enter into one or more amendments or
supplements to the Indenture, or additional indentures with other
trustees, with respect to certain of the debt securities. Any such
indenture would contain covenants and other provisions similar to
those described below. Reference is made to the prospectus
supplement regarding any additional indentures or additional terms
and provisions under which debt securities will be issued.
The Company may from time to time offer under this
prospectus unsecured debt securities, which may be senior debt
securities or subordinated debt securities. Unless otherwise
provided in a prospectus supplement, the senior debt securities will
be unsecured obligations of the Company and will rank on a parity
with all other unsecured and unsubordinated indebtedness of the Company.
The subordinated debt securities ("Subordinated Securities") will be
unsecured obligations of the Company, unless otherwise provided in a
prospectus supplement, subordinated in right of payment to the prior
payment in full of all Senior Indebtedness (which term includes senior
debt securities) of the Company as described below under "Subordination"
and in the applicable prospectus supplement.
There is no requirement that future issues of debt
securities of the Company be issued under the Indenture, and the
Company will be free to employ other indentures or documentation,
containing provisions different from those included in the Indenture
or applicable to one or more issues of securities, in connection with
future issues of such other debt securities.
Unless otherwise provided in a prospectus supplement, the
debt securities will effectively rank junior to the first mortgage
bonds ("General Mortgage Bonds") of the Company which were issued under
the General Mortgage Indenture and Deed of Trust, dated as of
December 1, 1986, from the Company to United Missouri Bank of Kansas
City, N.A., Trustee, as supplemented ("Mortgage Indenture"). The
Mortgage Indenture constitutes a first mortgage lien upon
substantially all of the fixed property and franchises of the
Company. At September 30,
4
2000, there was approximately $455,300,000 principal amount of General
Mortgage Bonds outstanding. Certain outstanding series of the Company's
unsecured debt restrict the issuance of additional General Mortgage
Bonds, unless these series are similarly secured, and also generally
restrict, subject to exceptions, providing collateral to secure debt of
the Company unless they are comparably secured.
The Indenture does not specifically restrict the ability of
the Company to engage in transactions which could have the effect of
increasing the ratio of debt to equity capitalization of the Company
or a successor corporation. For example, the Indenture does not
limit the amount of indebtedness of the Company or the acquisition by
the Company of any of the equity securities of the Company. The
Indenture also permits the Company to merge or consolidate or to
transfer its assets, subject to certain conditions (see
"Consolidation, Merger and Sale" below).
The following summary of the Indenture does not purport to
be complete and is subject to, and qualified in its entirety by
reference to, the Indenture, including the definitions therein of
certain terms.
GENERAL: The Indenture provides that the debt securities
offered and other unsecured debt securities of the Company, without
limitation as to aggregate principal amount (collectively the
"Indenture Securities"), may be issued in one or more series, in each
case as authorized from time to time by the Company.
Reference is made to the prospectus supplement relating to
the series of debt securities offered for the following terms:
(1) the title of the debt securities;
(2) the aggregate principal amount of the debt securities;
(3) the percentage of the principal amount representing the
price for which the debt securities shall be issued;
(4) the date or dates on which the principal of, and premium,
if any, on the debt securities shall be payable;
(5) the rate or rates (which may be fixed or variable) at
which the debt securities shall bear interest, if any, or
the method by which such rate or rates shall be
determined;
(6) if the amount of payments of the principal of, premium,
if any, or interest, if any, on the debt securities may
be determined with reference to an index, formula or
other method, the manner in which such amounts shall be
determined;
(7) the date or dates from which any such interest shall
accrue, or the method by which such date or dates shall
be determined, the dates on which any such interest shall
be payable and any record dates therefor;
(8) the place or places where the principal of, and premium,
if any, and interest, if any, on the debt securities
shall be payable;
(9) the period or periods, if any, within which, the price or
prices at which, and the terms and conditions upon which
the debt securities may be redeemed, in whole or in part,
at the option of the Company;
5
(10) the obligation, if any, of the Company to redeem,
purchase or repay the debt securities pursuant to any
sinking fund or analogous provision or at the option of a
holder thereof and the period or periods within which,
the price or prices at which, and the terms and
conditions upon which the debt securities shall be
redeemed, purchased or repaid pursuant to such
obligation;
(11) whether the debt securities are to be issued in whole or
in part in the form of one or more Global Securities and,
if so, the identity of the Depositary for such Global
Security or Global Securities;
(12) if other than $1,000 or an integral multiple thereof, the
denominations in which the debt securities shall be
issued;
(13) if other than the principal amount thereof, the portion
of the principal amount of the debt securities payable
upon declaration of acceleration of the maturity of the
debt securities;
(14) any deletions from or modifications of or additions to
the Events of Default set forth in Section 6.01 of the
Indenture pertaining to the debt securities;
(15) the provisions, if any, relating to the cancellation and
satisfaction of the Indenture with respect to the debt
securities prior to the maturity thereof pursuant to
Section 12.02 of the Indenture (see "Satisfaction and
Discharge of Indenture; Defeasance");
(16) the terms, if any, upon which the Company may defer
payment of interest on an interest payment date;
(17) the provisions, if any, relating to the subordination of
the debt securities pursuant to Article 14 of the
Indenture (see "Subordination");
(18) the terms and conditions, if any, pursuant to which any
debt securities are to be secured;
(19) any exchangeability, conversion, prepayment or tender
provisions (whether at the option of the Company or a
holder of debt securities) of the debt securities,
including exchangeability, conversion, prepayment or
tender date or dates of such series, if any, and the
price or prices and other terms and conditions applicable
to the exchange, conversion, prepayment or tender
(including any premium);
(20) any additional covenants for the benefit of the holders
of the debt securities; and
(21) any other terms of the debt securities not inconsistent
with the provisions of the Indenture and not adversely
affecting the rights of any other series of Indenture
Securities then outstanding. (Section 2.03)
The Company may authorize the issuance and provide for the
terms of a series of Indenture Securities by or pursuant to a
resolution of its Board of Directors or any duly authorized committee
thereof or pursuant to a supplemental indenture. The provisions of
the Indenture described above permit the Company, in addition to
issuing Indenture Securities with terms different from those of
Indenture Securities previously issued, to "reopen" a previous issue
of a series of Indenture Securities and to issue additional Indenture
Securities of such series.
6
The Indenture Securities will be issued only in registered
form without coupons and, unless otherwise provided with respect to a
series of Indenture Securities, in denominations of $1,000 and
integral multiples thereof. (Section 2.02) Indenture Securities of a
series may be issued in whole or in part in the form of one or more
Global Securities (see "Global Securities"). One or more Global
Securities will be issued in a denomination or aggregate
denominations equal to the aggregate principal amount of outstanding
Indenture Securities of the series to be represented by such Global
Security or Global Securities. (Section 2.01) No service charge will
be made for any transfer or exchange of Indenture Securities, but the
Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. (Section
2.05)
One or more series of the Indenture Securities may be
issued with the same or various maturities at par, above par or at a
discount. Debt securities bearing no interest or interest at a rate
which at the time of issuance is below the market rate ("Original Issue
Discount Securities") will be sold at a discount (which may be substantial)
below their stated principal amount. Federal income tax consequences
and other special considerations applicable to any such Original Issue
Discount Securities will be described in the prospectus supplement relating
thereto.
SUBORDINATION: If the prospectus supplement relating to a
particular series of Indenture Securities so provides, such debt
securities will be Subordinated Securities and the payment of the
principal of, premium, if any, and interest on the Subordinated
Securities will be subordinate and junior in right of payment to the
prior payment in full of all Senior Indebtedness to the extent set
forth in the next paragraph. (Section 14.01)
In the event (a) of any distribution of assets of the
Company in bankruptcy, reorganization or receivership proceedings, or
upon an assignment for the benefit of creditors, or any other
marshalling of assets and liabilities of the Company, except for a
distribution in connection with a consolidation, merger, sale,
transfer or lease permitted under the Indenture (see "Consolidation,
Merger and Sale"), or (b) the principal of any Senior Indebtedness
shall have been declared due and payable by reason of an event of
default with respect thereto and such event of default shall not have
been rescinded, then the holders of Subordinated Securities will not
be entitled to receive or retain any payment, or distribution of
assets of the Company, in respect of the principal of, premium, if
any, and interest on the Subordinated Securities until the holders of
all Senior Indebtedness receive payment of the full amount due in
respect of the principal of, premium, if any, and interest on the
Senior Indebtedness or provision for such payment on the Senior
Indebtedness shall have been made. (Section 14.02)
Subject to the payment in full of all Senior Indebtedness,
the holders of the Subordinated Securities shall be subrogated to the
rights of the holders of the Senior Indebtedness to receive payments
or distributions applicable to the Senior Indebtedness until all
amounts owing on the Subordinated Securities shall be paid in full.
(Section 14.03)
"Senior Indebtedness" means all indebtedness of the Company
for the repayment of money borrowed (whether or not represented by
bonds, debentures, notes or other securities) other than the
indebtedness evidenced by the Subordinated Securities and any
indebtedness subordinated to, or subordinated on parity with, the
Subordinated Securities. "Senior Indebtedness" does not include
customer deposits or other amounts securing obligations of others to
the Company. (Section 14.01)
The Indenture does not limit the aggregate amount of Senior
Indebtedness that the Company may issue. As of September 30, 2000,
$1,076 million of Senior Indebtedness was outstanding in the form of
bonds, debentures, notes or other securities, bank borrowings
7
and capital leases.
REDEMPTION: If the prospectus supplement relating to a
particular series of Indenture Securities so provides, such
securities will be subject to redemption by the Company prior to
maturity. Notice of any redemption of Indenture Securities shall be
given to the registered holders of such securities not less than 30
days nor more than 60 days prior to the date fixed for redemption.
If less than all of a series of Indenture Securities are to be
redeemed, the Trustee shall select, in such manner as in its
sole discretion it shall deem appropriate and fair, the Indenture
Securities of such series or portions thereof to be redeemed.
(Section 3.02)
GLOBAL SECURITIES: The Indenture Securities of a series
may be issued in whole or in part in the form of one or more Global
Securities that will be deposited with, or on behalf of, the
Depositary identified in the prospectus supplement relating thereto.
Unless and until it is exchanged in whole or in part for Indenture
Securities in definitive form, a Global Security may not be
transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary
or by such Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. (Sections 2.01 and 2.05)
The specific terms of the depositary arrangement with
respect to any Indenture Securities of a series will be described in
the prospectus supplement relating thereto. The Company anticipates
that the following provisions will apply to all depositary
arrangements.
Upon the issuance of a Global Security, the Depositary for
such Global Security will credit, on its book entry registration and
transfer system, the respective principal amounts of the Indenture
Securities represented by such Global Security to the accounts of
institutions that have accounts with such Depositary
("participants"). The accounts to be credited shall be designated by
the underwriters through which such Indenture Securities were sold.
Ownership of beneficial interests in a Global Security will be
limited to participants or persons that may hold interests through
participants. Ownership of beneficial interests in such Global
Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the Depositary for such
Global Security or by participants or persons that hold through
participants. The laws of some states require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to
transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its
nominee, is the owner of such Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner
or holder of the Indenture Securities represented by such Global
Security for all purposes under the Indenture. Except as set forth
below, owners of beneficial interests in a Global Security will not
be entitled to have Indenture Securities of the series represented by
such Global Security registered in their names, will not receive or
be entitled to receive physical delivery of Indenture Securities of
such series in definitive form and will not be considered the owners
or holders thereof under the Indenture.
Payments of principal of, premium, if any, and interest, if
any, on Indenture Securities registered in the name of or held by a
Depositary or its nominee will be made to the Depositary or its
nominee, as the case may be, as the registered owner of the Global
Security representing such Indenture Securities. None of the Company,
the Trustee or any paying agent for such Indenture Securities will
have any responsibility or liability for any aspect of the records
relating to, or payments made on account of, beneficial ownership
interests in a Global Security for such Indenture Securities or for
maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
8
The Company expects that the Depositary for Indenture
Securities of a series, upon receipt of any payment of principal,
premium, if any, or interest, if any, in respect of a Global Security
will credit immediately participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the
principal amount of such Global Security as shown on the records of
such Depositary. The Company also expects that payments by
participants to owners of beneficial interests in such Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with
securities registered in "street name," and will be the
responsibility of such participants.
If a Depositary for Indenture Securities of a series is at
any time unwilling or unable to continue as Depositary and a
successor Depositary is not appointed by the Company within 90 days,
the Company will issue Indenture Securities of such series in
definitive form in exchange for the Global Security or Global
Securities representing the Indenture Securities of such series. In
addition, the Company may at any time and in its sole discretion
determine not to have any Indenture Securities of a series
represented by one or more Global Securities and, in such event, will
issue Indenture Securities of such series in definitive form in
exchange for the Global Security or Global Securities representing
such Indenture Securities. Further, if the Company so specifies with
respect to the Indenture Securities of a series, each person
specified by the Depositary of the Global Security representing
Indenture Securities of such series may, on terms acceptable to the
Company and the Depositary for such Global Security, receive
Indenture Securities of the series in definitive form. In any such
instance, each person so specified by the Depositary of the Global
Security will be entitled to physical delivery in definitive form of
Indenture Securities of the series represented by such Global
Security equal in principal amount to such person's beneficial
interest in the Global Security.
PAYMENTS AND PAYING AGENTS: Payment of principal of and
premium, if any, on Indenture Securities will be made against
surrender of such Indenture Securities at the principal offices of
the Trustee. Unless otherwise indicated in the prospectus
supplement, payment of any installment of interest on Indenture
Securities will be made to the person in whose name such Indenture
Security is registered at the close of business on the record date
for such interest. Unless otherwise indicated in the prospectus
supplement, payments of such interest will be made at the principal
offices of the Trustee, or by a check mailed to each holder of an
Indenture Security at such holder's registered address.
All moneys paid by the Company to a paying agent for the
payment of principal of, premium, if any, or interest, if any, on any
Indenture Security that remain unclaimed at the end of two years
after such principal, premium or interest shall have become due and
payable will be repaid to the Company and the holder of such
Indenture Security entitled to receive such payment will thereafter
look only to the Company for payment thereof. (Section 12.05)
However, any such payment shall be subject to escheat pursuant to
state abandoned property laws.
CONSOLIDATION, MERGER AND SALE: The Indenture permits the
Company, without the consent of the holders of any of the Indenture
Securities, to consolidate with or merge into any other corporation
or sell, transfer or lease its assets as an entirety or substantially
as an entirety to any person, provided that: (i) the successor
corporation formed by or surviving any such consolidation or merger,
or the person to which such sale, transfer or lease shall have been
made (the "Successor") is a corporation organized under the laws of
the United States of America or any state thereof; (ii) the Successor
assumes the Company's obligations under the Indenture and the
Indenture Securities; (iii) immediately after giving effect to the
transaction, no Event of Default (see "Default and Certain Rights on
Default") and no event that, after notice or lapse of time, or both,
would become an Event of Default, shall have occurred and be continuing;
and (iv) certain other conditions are met. (Section 11.02) The Indenture
does not restrict the merger of
9
another corporation into the Company. The Successor, other than a
Successor by reason of a lease of the Company's properties, will succeed
to the Company's rights and obligations under the Indenture and the
Indenture Securities and the Company will be relieved of its obligations.
These provisions will not, however, be applicable to the
sale, transfer or lease by the Company to an affiliated company of
facilities used for the generation of electricity (and not used for
the transmission or distribution of electric energy), provided that,
all such sales, transfers or leases occurring after the date of this
Indenture shall not in the aggregate represent assets with a
depreciated value on the books of the Company, calculated with
respect to the assets sold, transferred or leased at the time of such
sale, transfer or lease, in excess of 65% of the depreciated value on
the books of the Company of its total assets as set forth in its balance
sheet at September 30, 2000.
MODIFICATION OF THE INDENTURE: The Indenture contains
provisions permitting the Company and the Trustee, without the
consent of the holders of the Indenture Securities, to establish,
among other things, the form and terms of any series of Indenture
Securities issuable thereunder by one or more supplemental
indentures, and, with the consent of the holders of a majority in
aggregate principal amount of the Indenture Securities of any series
at the time outstanding, evidenced as in the Indenture provided, to
execute supplemental indentures adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture with respect to Indenture Securities
of such series, or modifying in any manner the rights of the holders
of the Indenture Securities of such series; provided, however, that
no such supplemental indenture shall (i) extend the fixed maturity,
or the earlier optional date of maturity, if any, of any Indenture
Security of a particular series or reduce the principal amount
thereof or the premium thereon, if any, or reduce the rate of payment
of interest thereon, or make the principal thereof or premium, if
any, or interest thereon payable in any coin or currency other than
that provided in the Indenture Security, without the consent of the
holder of each Indenture Security so affected, or (ii) reduce the
principal amount of Indenture Securities of any series, the holders
of which are required to consent to any such supplemental indenture,
without the consent of the holders of all Indenture Securities of
such series outstanding thereunder. (Sections 10.01 and 10.02)
DEFAULT AND CERTAIN RIGHTS ON DEFAULT: The Indenture
provides that the Trustee or the holders of 33% or more in aggregate
principal amount of Indenture Securities of a series outstanding
thereunder may declare the principal of all Indenture Securities of
such series to be due and payable immediately, if any Event of
Default with respect to such series of Indenture Securities shall
occur and be continuing. However, if all defaults with respect to
Indenture Securities of such series (other than non-payment of
accelerated principal) are cured, the holders of a majority in
aggregate principal amount of the Indenture Securities of such
series outstanding thereunder may waive the default and rescind
the declaration and its consequences. Events of Default with
respect to a series of Indenture Securities include (unless
specifically deleted in the supplemental indenture or Board Resolution
under which such series of Indenture Securities is issued, or
modified in any such supplemental indenture):
(i) failure to pay interest when due on any Indenture Security
of such series, continued for 30 days;
(ii) failure to pay principal or premium, if any, when due on
any Indenture Security of such series, continued for 1
business day;
(iii) failure to perform any other covenant of the Company in
the Indenture or the Indenture Securities of such series
(other than a covenant included in the Indenture or the
Indenture Securities solely for the benefit of series of
Indenture Securities other than such series), continued
for 60 days after written notice from the Trustee
10
or the holders of 33% or more in aggregate principal amount
of the Indenture Securities of such series outstanding
thereunder;
(iv) certain events of bankruptcy, insolvency or
reorganization; and
(v) any other Event of Default as may be specified for such
series. (Section 6.01)
The Indenture provides that the holders of a majority in
aggregate principal amount of the Indenture Securities of any series
outstanding thereunder may, subject to certain exceptions, direct the
time, method and place of conducting any proceeding for any remedy
available to, or exercising any power or trust conferred upon, the
Trustee with respect to Indenture Securities of such series and may
on behalf of all holders of Indenture Securities of such series waive
any past default and its consequences with respect to Indenture
Securities of such series, except a default in the payment of the
principal of or premium, if any, or interest on any of the Indenture
Securities of such series. (Section 6.06)
Holders of Indenture Securities of any series may not
institute any proceeding to enforce the Indenture unless the Trustee
thereunder shall have refused or neglected to act for 60 days after a
request and offer of satisfactory indemnity by the holders of 33% or
more in aggregate principal amount of the Indenture Securities of
such series outstanding thereunder, but the right of any holder of
Indenture Securities of any series to enforce payment of principal of
or premium, if any, or interest on the holder's Indenture Securities
when due shall not be impaired. (Section 6.04)
The Trustee is required to give the holders of Indenture
Securities of any series notice of defaults with respect to such
series (Events of Default summarized above, exclusive of any grace
period and irrespective of any requirement that notice of default be
given) known to it within 90 days after the happening thereof, unless
cured before the giving of such notice, but, except for defaults in
payments of principal of, premium, if any, or interest on the
Indenture Securities of such series, the Trustee may withhold notice
if and so long as it determines in good faith that the withholding of
such notice is in the interests of such holders. (Section 6.07)
The Company is required to deliver to the Trustee each year
an Officers' Certificate stating whether such officers have obtained
knowledge of any default by the Company in the performance of certain
covenants and, if so, specifying the nature thereof. (Section 4.06)
CONCERNING THE TRUSTEE: The Indenture provides that the
Trustee shall, prior to the occurrence of any Event of Default with
respect to the Indenture Securities of any series and after the
curing or waiving of all Events of Default with respect to such
series which have occurred, perform only such duties as are
specifically set forth in the Indenture. During the existence of any
Event of Default with respect to the Indenture Securities of any
series, the Trustee shall exercise such of the rights and powers
vested in it under the Indenture with respect to such series and use
the same degree of care and skill in their exercise as a prudent man
would exercise or use under the circumstances in the conduct of his
own affairs. (Section 7.01)
The Trustee may acquire and hold Indenture Securities and,
subject to certain conditions, otherwise deal with the Company as if
it were not the Trustee under the Indenture. (Section 7.04)
As of September 30, 2000, The Bank of New York, which will
be the Trustee under the Indenture, is the trustee for the Company's
$296,500,000 principal amount of currently outstanding medium-term
notes issued under Indentures dated February 15, 1992, November 15,
1992, November 1, 1994 and December 1, 1996. The Bank of New York is
also a depository for
11
funds and performs other services for, and transacts other banking
business with, the Company and its affiliates in the normal course of
business.
SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE: The
Indenture may be discharged upon payment of the principal of,
premium, if any, and interest on all the Indenture Securities and all
other sums due under the Indenture. In addition, the Indenture
provides that if, at any time after the date of the Indenture, the
Company, if so permitted with respect to Indenture Securities of a
particular series, shall deposit with the Trustee, in trust for the
benefit of the holders thereof, (i) funds sufficient to pay, or (ii)
such amount of obligations issued or guaranteed by the United States
of America as will, or will together with the income thereon without
consideration of any reinvestment thereof, be sufficient to pay all
sums due for principal of, premium, if any, and interest on the
Indenture Securities of such series, as they shall become due from
time to time, and certain other conditions are met, the Trustee shall
cancel and satisfy the Indenture with respect to such series to the
extent provided therein. (Sections 12.01 and 12.02) The prospectus
supplement describing the Indenture Securities of such series will
more fully describe the provisions, if any, relating to such
cancellation and satisfaction of the Indenture with respect to such
series.
REPORTS FURNISHED SECURITYHOLDERS: The Company will
furnish the holders of Indenture Securities copies of all annual
financial reports distributed to its stockholders generally as soon
as practicable after the mailing of such material to the
stockholders. (Section 4.07)
MEDIUM-TERM NOTES: The debt securities that we offer from
time to time may also take the form of medium-term notes. The
particular terms of the medium-term notes will be described in the
applicable prospectus supplement.
PLAN OF DISTRIBUTION
The Company will offer the debt securities through one or
more underwriters or agents or directly to purchasers. The names of
the managing underwriter or underwriters and any other underwriters
or any agents, and the terms of the transaction, including
compensation of the underwriters, agents and dealers, if any, will be
set forth in the prospectus supplement relating to the offering of
the debt securities.
Only underwriters or agents named in a prospectus
supplement will be deemed to be underwriters or agents in connection
with the debt securities described therein. Firms not so named will
have no direct or indirect participation in the underwriting of such
debt securities, although such a firm may participate in the
distribution of such debt securities under circumstances entitling it
to a dealer's commission.
It is anticipated that any agreement pertaining to any debt
securities will (1) entitle the underwriters or agents to
indemnification by the Company against certain civil liabilities
under the Securities Act of 1933, as amended, or to contribution for
payments the underwriters may be required to make in respect thereof
and (2) provide that the obligations of the underwriters or agents
will be subject to certain conditions precedent. The underwriters or
agents may engage in transactions with, or perform services for, the
Company in the ordinary course of business.
In connection with an offering made hereby, the
underwriters may purchase and sell the debt securities in the open
market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover short positions
created by the underwriters in connection with an offering.
Stabilizing transactions consist of certain bids or purchases for the
purpose of preventing or delaying a decline in the market price of
the debt securities, and short positions created by the underwriters
involve the sale by the underwriters of a greater aggregate
12
principal amount of debt securities than they are required to purchase
from the Company. The underwriters also may impose a penalty bid, whereby
selling concessions allowed to broker-dealers in respect of the debt
securities sold in the offering may be reclaimed by the underwriters
if such debt securities are repurchased by the underwriters in
stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the debt
securities, which may be higher than the price that might otherwise
prevail in the open market; and these activities, if commenced, may
be discontinued at any time. These transactions may be affected in
the over-the-counter market or otherwise.
The anticipated date of delivery of the debt securities
will be as set forth in the prospectus supplement relating to the
offering of the debt securities.
LEGAL MATTERS
Legal matters with respect to the debt securities offered
hereby will be passed upon for the Company by Jeanie Sell Latz,
Senior Vice President - Corporate Services and Corporate Secretary,
and for the Underwriters by Dewey Ballantine LLP, 1301 Avenue of the
Americas, New York, New York 10019-6092. Dewey Ballantine LLP will
rely for purposes of their opinions upon the opinion of Ms. Latz as
to matters of Missouri law. At September 30, 2000, Ms. Latz owned
beneficially 4,508 shares of the Company's common stock; she also has
options (with dividend equivalent) to purchase 18,586 shares of the
Company's common stock at the fair market value on the dates of the
grants. Dewey Ballantine LLP may from time to time perform legal
services for the Company.
The statements herein under "Description of Debt
Securities," as to the matters of law and legal investment expenses . . . . . . . . . . . . . 5,000
Accountant's feesconclusions, have
been prepared under the supervision of and review by, and are made on
the authority of Ms. Latz, who has given her opinion that such
statements as to such matters and conclusions are correct.
EXPERTS
The consolidated financial statements included in the
latest Annual Report on Form 10-K of the Company, incorporated by
reference in this prospectus, have been audited by
PricewaterhouseCoopers LLP, independent accountants, as stated in
their report included in the latest Annual Report on Form 10-K of the
Company, and have been incorporated by reference in this prospectus
in reliance upon the report of such firm, given upon their authority
as experts in auditing and accounting.
13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses payable by Registrant for the sale of the
Securities, other than underwriting discount and commissions, are
estimated as follows:
Securities and Exchange Commission registration fee.....$79,200.00
Printing and engraving...................................29,400.00
Services of Independent Accountants......................50,000.00
Fees and expenses . . . . . . . . . . . . . . . . . 5,000
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . .$ 92,104of Trustee.............................10,000.00
Rating agency fees......................................115,000.00
Miscellaneous...........................................116,400.00
Total................................................$400,000.00
_______________
Item 15. Indemnification of OfficersDirectors and Directors.Officers.
Mo. Rev. Stat. Section 351.355 RSMo (1986)(1994) provides as follows:
1. A corporation created under the laws of this state
may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed
action, suit orsuitor proceeding, whether civil, criminal,
administrative or investigative, other than an action by or in
the right of the corporation, by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgements, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit, or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interestinterests of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in an manner which
he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
2. The corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or
in the right of the corporation to procure a judgment in its
favor by reason of the factact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses, including attorneys' fees,
and amounts paid in settlement actually and reasonably incurred
by him in connection with the defense or settlement of the action
or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation
unless and only to the extent that the court in which the action
or suit was brought determines upon application that, despite the
adjudication of liability and in view of all the circumstances of
the case, the person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
3. To the extent that a director, officer, employee or
agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred
to in subsections 1 and 2 of this section, or in defense of any
claim, issue or matter therein, he shall be indemnified against
expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the action, suit or
proceeding.
4. Any indemnification under subsections 1 and 2 of
this section, unless ordered by a court, shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in this section.
The determination shall be made by the board of directors by a
majority vote of a quorum consisting of directors who were not
parties to the action, suit, or proceeding, or if such a quorum
is not obtainable, or even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion, or by the shareholders.
5. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of the action, suit, or
proceeding as authorized by the board of directors in the
specific case upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to
be indemnified by the corporation as authorized in this section.
6. The indemnification provided by this section shall
be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under the articles of
incorporation or bylaws or any agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such a person.
7. A corporation created under the laws of this state
shall have the power to give any further indemnity, in addition
to the indemnity authorized or contemplated under other
subsections of this section, including subsection 6, to any
person who is or was a director, officer, employee or agent, or
to any person who is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, provided such further indemnity is either (i)either(i)
authorized, directed, or provided for in the articles of
incorporation of the corporation or any duly adopted amendment
thereof or (ii) is authorized, directed, or provided for in any
bylaw or agreement of the corporation which has been adopted by a
vote of the shareholders of the corporation, and provided further
that no such indemnity shall indemnify any person from or on
account of such person's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or willful
misconduct. Nothing in this subsection shall be deemed to limit
the power of the corporation under subsection 6 of this section
to enact bylaws or to enter into agreements without shareholder
adoption of the same.
8. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against such liability under the
provisions of this section.
9. Any provision of this chapter to the contrary
notwithstanding, the provisions of this section shall apply to
all existing and new domestic corporations, including but not
limited to banks, trust companies, insurance companies, building
and loan associations, savings bank and safe deposit companies,
mortgage loan companies, corporations formed for benevolent,
religious, scientific or educational purposes and nonprofit
corporations.
10. For the purpose of this section, references to
"the corporation" include all constituent corporations absorbed
in a consolidation or merger as well as the resulting or
surviving corporation so that any person who is or was a
director, officer employee or agent of such a constituent
corporation or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise shall stand inn the same position under the
provisions of this section with respect to the resulting or
surviving corporation as he would if he had served the resulting
or surviving corporation in the same capacity.
11. For purposes of this section, the term "other
enterprise" shall include employee benefit plans; the term
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and the term "serving at the
request of the corporation" shall include any service as a
director, officer, employee, or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed
to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner
"not opposed to the best interests of the corporation" as
referred to in this section.
The officers and directors of the Company have entered into
indemnification agreements with the Company indemnifying such
officers and directors to the extent allowed under the above Mo.
Rev. Stat. Section 351.355 RSMo (1986)(1994).
Article XIII of the Restated Articles of Consolidation of the
Company provides as follows:
ARTICLE THIRTEENTH. (a) Right to Indemnification. Each
person who was or is made a party or is threatened to be made a
party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or
she is or was a director or officer of the Company or is or was
an employee of the Company acting within the scope and course of
his or her employment or is or was serving at the request of the
Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, shall be indemnified and held harmless by the Company to
the fullest extent authorized by The Missouri General and
Business Corporation Law, as the same exists or may hereafter be
amended, against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid to or to be paid in settlement)
actually and reasonably incurred by such person in connection
therewith. The Company may in its discretion by action of its
Board of Directors provide indemnification to agents of the
Company as provided for in this ARTICLE THIRTEENTH. Such
indemnification shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators.
(b) Rights Not Exclusive. The indemnification and
other rights provided by this ARTICLE THIRTEENTH shall not be
deemed exclusive of any other rights to which a person may be
entitled under any applicable law, By-laws of the Company,
agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in such person's official capacity
and as to action in any other capacity while holding the office
of director or officer, and the Company is hereby expressly
authorized by the shareholders of the Company to enter into
agreements with its directors and officers which provide greater
indemnification rights than that generally provided by The
Missouri General and Business Corporation Law; provided, however,
that no such further indemnity shall indemnify any person from or
on account of such director's or officer's conduct which was
finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct. Any such agreement providing
for further indemnity entered into pursuant to this ARTICLE
THIRTEENTH after the date of approval of this ARTICLE THIRTEENTH
by the Company's shareholders need not be further approved by the
shareholders of the Company in order to be fully effective and
enforceable.
(c) Insurance. The Company may purchase and maintain
insurance on behalf of any person who was or is a director,
officer, employee or agent of the Company,
or was or is serving at the request of the Company as a director,
officer, employee or agent of another company, partnership, joint
venture, trust or other enterprise against any liability asserted
against or incurred by such person in any such capacity, or
arising out of his or her status as such, whether or not the
Company would have the power to indemnify such person against
such liability under the provisions of this ARTICLE THIRTEENTH.
(d) Amendment. This ARTICLE THIRTEENTH may be
hereafter amended or repealed; however, no amendment or repeal
shall reduce, terminate or otherwise adversely affect the right
of a person entitled to obtain indemnification or an advance of
expenses with respect to an action, suit or proceeding that
pertains to or arises out of actions or omissions that occur
prior to the later of (a) the effective date of such amendment or
repeal; (b) the expiration date of such person's then current
term of office with, or service for, the Company (provided such
person has a stated term of office or service and completes such
term); or (c) the effective date such person resigns his or her
office or terminates his or her service (provided such person has
a stated term of office or service but resigns prior to the
expiration of such term).
The form of the Distribution Agreement filed in Exhibit 1 to this
Registration Statement include provisions requiring the Agents to indemnify
directors and officers of the Company in certain circumstances.
Item 16. Exhibits.
Exhibit Description of
Number Document
1 Form of Distribution Agreement relating to the Notes.
4-a *General Mortgage Indenture and Deed of Trust dated as of
December 1, 1986, between the Company and United Missouri
Bank of Kansas City, n.a. (Exhibit 4-bb to Registration
Statement, Registration No. 33-12737).
4-b *Third Supplemental Indenture dated as of April 1, 1991, to
General Mortgage Indenture and Deed of Trust dated as of
December 1, 1986, between the Company and United Missouri
Bank of Kansas City, N.A. (Exhibit 4-aa to Registration
Statement No. 33-42187).
4-c *Fourth Supplemental Indenture dated as of February 15, 1992,
to General Mortgage Indenture and Deed of Trust dated as of
December 1, 1986, between the Company and United Missouri
Bank, n.a. (Exhibit 4-aa to Registration Statement No. 33-
45736).
4-d *Fifth Supplemental Indenture dated as of September 15, 1992,
to General Mortgage Indenture and Deed of Trust dated as of
December 1, 1986, between the Company and United Missouri
Bank, n.a. (Exhibit 4-a to Form 10-Q dated September 30,
1992).
4-e *Sixth Supplemental Indenture dated as November 1, 1992, to
General Mortgage Indenture and Deed of Trust dated as of
December 1, 1986, between the Company and United Missouri
Bank, n.a. (Exhibit 4-z to Registration Statement No. 33-
54196).
4-f *Seventh Supplemental Indenture dated as of October 1, 1993,
to General Mortgage Indenture and Deed of Trust dated as of
December 1, 1986, between the Company and United Missouri
Bank, n.a. (Exhibit 4-a to Form 10-Q dated September 30,
1993).
4-g *Eighth Supplemental Indenture dated as of December 1, 1993,
to General Mortgage Indenture and Deed of Trust dated as of
December 1, 1986, between the Company and United Missouri
Bank, n.a (Exhibit 4 to Registration Statement No. 33-51799).
4-h *Ninth Supplemental Indenture dated as of February 1, 1994,
to General Mortgage Indenture and Deed of Trust dated as of
December 1, 1986, between the Company and United Missouri
Bank, n.a. (Exhibit 4-h to Form 10-K dated December 31,
1993).
4-i Form of Tenth Supplemental Indenture dated as of November 1,
1994, to General Mortgage Indenture and Deed of Trust dated
as of December 1, 1986, between the Company and UMB Bank,
N.A. creating the Pledged Bond to secure the Notes.
4-j Form of Note Indenture dated as of November 1, 1994, between
the Company and The Bank of New York creating the Notes.
4-k *Note Indenture dated as of November 15, 1992, between the
Company and The Bank of New York creating the Notes.
4-l *Note Indenture dated as of February 15, 1992, between the
Company and The Bank of New York (Exhibit 4-bb to
Registration Statement No. 33-45736).
4-m *Note Indenture dated as of April 1, 1991, between the
Company and The Bank of New York (Exhibit 4-bb to
Registration Statement, Registration No. 33-43187).
4-n *Resolution of Board of Directors Establishing 3.80%
Cumulative Preferred Stock (Exhibit 2-R to Registration
Statement, Registration No. 2-40239).
4-o *Resolution of Board of Directors Establishing 4% Cumulative
Preferred Stock (Exhibit 2-S to Registration Statement,
Registration No. 2-40239).
4-p *Resolution of Board of Directors Establishing 4.50%
Cumulative Preferred Stock (Exhibit 2-T to Registration
Statement, Registration No. 2-40239).
4-q *Resolution of Board of Directors Establishing 4.20%
Cumulative Preferred Stock (Exhibit 2-U to Registration
Statement, Registration No. 2-40239).
4-r *Resolution of Board of Directors Establishing 4.35%
Cumulative Preferred Stock (Exhibit 2-V to Registration
Statement, Registration No. 2-40239).
4-s *Certificate of Designation of Board of Directors
Establishing the $50,000,000 Cumulative No Par Preferred
Stock, Auction Series A (Exhibit 4-a to Form 10-Q dated March
31, 1992).
5 Opinion of J. S. Latz, Vice President - Law, for the Company.
12 Statement re Computation of Ratios of Earnings to Fixed
Charges.
23-a Consent of Independent Public Accountants.
23-b Consent of Counsel.
24 Powers of Attorney.
25-a Statement of eligibility and qualification on Form T-1 of UMB
Bank, N.A.
25-b Statement of eligibility and qualification on Form T-1 of The
Bank of New York.
Copies of the documents listed above which are identified with an
asterisk have heretofore been filed with the Securities and Exchange
Commission as exhibits to prior Registrations Statements and are incorporated
herein by reference and made a part hereof. The exhibit number and file
number of the documents so filed, and incorporated herein by reference, are
stated in parenthesis in the description of such exhibit.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities and Exchange Act of 1934 that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act") may be permitted
to directors, officers and controlling persons of the registrantRegistrant
pursuant to the foregoing provisions, described in
Item 15, or otherwise, the registrantRegistrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrantRegistrant of expenses incurred or
paid by a director, officer or controlling person of the
registrantRegistrant
in the successful defense of any action, suit or proceeding) is
asserted against Registrant by such director, officer or
controlling person in connection with the securities being
registered, the registrantRegistrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication of such
issue.
Item 16. List of Exhibits.
1(a) - Form of Underwriting Agreement.*
1(b) - Form of Distribution Agreement. *
4 - Form of Indenture, between the Company and The Bank
of New York, as Trustee (the "Indenture").
5 - Opinion and consent of Jeanie Sell Latz, Senior Vice
President-Corporate Services and Corporate
Secretary.
12 - Schedule of computation of ratio of earnings to
fixed charges for the years ended December 31, 1999,
1998, 1997, 1996 and 1995 and for the twelve
month period ended September 30, 2000.
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2 - Consent of Jeanie Sell Latz, Senior Vice President-
Corporate Services and Corporate Secretary (included
as part of Exhibit 5).
24 - Powers of Attorney.
25 - Form T-1 Statement of Eligibility and Qualification
of The Bank of New York, as Trustee under the
Indenture, under the Trust Indenture Act of 1939.
Exhibits listed above which have heretofore been filed with
the Commission and which were designated as noted above are
hereby incorporated herein by reference and made a part hereof
with the same effect as if filed herewith.
_______________________________________________
* To be subsequently filed or incorporated by reference
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act; (ii) to reflect in the prospectus
any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and (iii) to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (1)(i)
and (1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act that are incorporated by reference
in the Registration Statement;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) See the last paragraph of Item 15.
(i) The undersigned Registrant hereby undertakes that, (1) for
purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this Registration Statement as
of the time it was declared effective, and (2) for the purpose of
determining any liability under the Securities Act, each post-
effective amendment that contains a form of prospectus shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the
registrantRegistrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement or amendment theretoRegistration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Kansas City and State of Missouri on the 3rd21st day of November,
1994.2000.
KANSAS CITY POWER & LIGHT COMPANY
ByBy: /s/DRUE JENNINGS
Name: Drue Jennings
(Drue Jennings)Title: Chairman of the Board and PresidentChief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendmentRegistration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title DateNAME TITLE DATE
---- ----- ----
/s/Drue Jennings Chairman of the Board )
/s/Drue Jennings and President (Principal )
(Drue Jennings) Chief Executive Officer
(Principal Executive
Officer)
)
)
Senior/s/Andrea F. Bieslker Vice President- )
/s/B. J. Beaudoin FinancePresident-Finance
(Andrea F. Bielsker) and Business )
(B. J. Beaudoin) DevelopmentTreasurer
(Principal ) Financial
Officer)
)
)
/s/Neil A. Roadman Controller
(Principal )
(Neil A. Roadman) (Principal Accounting
Officer)
)
)Bernard J. Beaudoin* President and Director
(Bernard J. Beaudoin)
David L. Bodde* Director
)
(David L. Bodde) )
)
William H. Clark* Director )November 21, 2000
(William H. Clark)
)
)
Robert J. Dineen*Mark A. Ernst* Director
)
(Robert J. Dineen) ) November 3, 1994
)
Arthur J. Doyle* Director )
(Arthur J. Doyle) )
)(Mark A. Ernst)
W. Thomas Grant II* Director
)
(W. Thomas Grant II)
)
)
George E. Nettels, Jr.*William C. Nelson* Director
)
(George E. Nettels, Jr.) )
)(William C. Nelson)
Linda Hood Talbott* Director
)
(Linda Hood Talbott) )
)
Robert H. West* Director
)
(Robert H. West)
)
*By /s/_______________
* Drue Jennings, (Drue Jennings)pursuant to Powers of Attorney (executed by
each of the officers and Directors listed above, and filed as
Exhibit 24 hereto), by signing his name hereto does hereby sign
and execute this Registration Statement on behalf of each of the
officers and Directors named above and indicated as signing above
in the capacities in which the name of each appears above.
November 21, 2000 By: /s/DRUE JENNINGS
Name: Drue Jennings
Attorney-in-fact
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
1(a) - Form of Underwriting Agreement.*
1(b) - Form of Distribution Agreement. *
4 - Form of Indenture, between the Company and The Bank of
New York, as Trustee (the "Indenture").
5 - Opinion and consent of Jeanie Sell Latz, Senior Vice
President-Corporate Services and Corporate Secretary.
12 - Schedule of computation of ratio of earnings to fixed
charges for the years ended December 31, 1999, 1998,
1997, 1996 and 1995 and for the twelve month period
ended September 30, 2000.
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2 - Consent of Jeanie Sell Latz, Senior Vice
President-Corporate Services and Corporate Secretary
(included as part of Exhibit 5).
24 - Powers of Attorney.
25 - Form T-1 Statement of Eligibility and Qualification of
The Bank of New York, as Trustee under the Indenture,
under the Trust Indenture Act of 1939.
Exhibits listed above which have heretofore been filed with
the Commission and which were designated as noted above are
hereby incorporated herein by reference and made a part hereof
with the same effect as if filed herewith.
_______________________________________________
* To be subsequently filed or incorporated by reference