As filed with the Securities and Exchange Commission on December 5, 1996.
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 & LIGHT COMPANY
(Exact name of registrantRegistrant as specified in its charter)
Missouri 44-0308720
(State or otherof incorporation) (I.R.S. Employer jurisdication of Identification No.)
incorporation or
organization)
1201 Walnut
Kansas City, Missouri 64106-2124
(816) 556-2200
(Address, including zip code, and telephone number, including
area code, of registrant'sRegistrant's principal executive offices)
Jeanie Sell Latz,JEANIE SELL LATZ
Senior Vice President - Corporate Services
and Chief Legal OfficerCorporate 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]
____________(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 list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( )
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the 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 ClassAmount to Proposed Proposed of Maximum Maximum
Securities Amount to Offering Aggregate 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 the purpose of calculating the registration fee.
The proposed 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 be Price Per Offeringoffered pursuant to Registration Registered Registered Unit Price Fee
______________________________________________________________________________
Medium-Term Notes $300,000,000 100%* $300,000,000* $90,909*
______________________________________________________________________________
*Estimated solelyStatement No.
333-17285 and for purposeswhich a registration fee of calculation of registration fee.
____________
The registrant$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
$300,000,000
KANSAS CITY POWER & LIGHT COMPANY
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 $300,000,000 aggregate principal amount
of its unsecured 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 April 1 and October 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).
Each Note will be represented by a Global Note registeredand the related supplement before you invest 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....... $300,000,000 $375,000-$2,250,000 $299,625,000-297,750,000
______________________________________________________________________________
(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 pricesagents. We will set forth in the related
to prevailing market prices atprospectus supplement the timename of resale, as determined by the Agents. Inunderwriters or agents, the
case of
Notes sold directly to investors by the Company, no discount
will be allowed or commission paid.
(3)received by them from us as compensation, our
other expenses for the offering and sale of the debt securities, and
the net proceeds we receive from the sale. See "Plan of
Distribution."
THE DATE OF THIS PROSPECTUS IS NOVEMBER _, 2000.
__________________
TABLE OF CONTENTS
About This Prospectus . . . . . . . . . . . . . . . . . . . . 2
Where You Can Find More Information . . . . . . . . . . . . . 2
The Company has agreed. . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 3
Ratio of Earnings to indemnify the Agents against
certain civil liabilities underFixed Charges. . . . . . . . . . . . . . 4
Description of Debt Securities. . . . . . . . . . . . . . . . 4
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . 12
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . 13
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we have
filed with the Securities Actand Exchange Commission using a "shelf"
registration process. By using this process, we may offer up to a
total dollar amount of 1933,
as amended.
(4) Before deduction$400,000,000 of expenses payable by the Company
estimated at $212,000.
________________
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 toour debt securities in one or
more purchasers. Unless
otherwise specifiedofferings. 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 applicable Pricing Supplement,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 Note soldaccompanying
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 Agentoffer to sell securities in any jurisdiction where
the offer or sale is not permitted. The information contained in
this prospectus is current only as principal will be purchased by the Agent
at a price equal to 100% of the principal amount thereof less a
percentage of the principal amount equal to the commission
applicable to an agency sale of a Note of identical maturity (see
"Plan of Distribution"). 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. Deutsche Morgan Grenfell Morgan Stanley & Co.
Incorporated
________________
The date of the Prospectus is _________ , 1996.
AVAILABLEthis prospectus.
WHERE YOU CAN FIND MORE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (Exchange Act)We file annual, quarterly and accordingly, filescurrent reports, and proxy
statements and other information with the Securities and Exchange
Commission (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). Such reports, proxy statementsYou may read and other
information filed with the Commission are available for
inspection and copyingcopy such material 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
Commission's Regional Offices located at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511,
and at 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such documents may also be obtained from the
Public Reference Room of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,20549; at prescribed rates.
The Company is subject to the
electronic filing requirementsCommission'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
Commission. Accordingly, certain documents, including annual
and quarterly reports, and proxy statements filedPublic Reference Room by the Company
with the Commission have been filed electronically. The
Commission maintains a World Wide Web site that contains these
reports and other information filed electronically withcalling the Commission at http://www.sec.gov.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, anyyou may inspect such materials and other information concerningmaterial at
the Company can be
inspected atoffices of the New York Stock Exchange, Inc. (NYSE), 20 Broad Street, 7th Floor, New
York, New York 10005,10005.
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 also atan important part of
this prospectus and should be read with the Chicago Stock Exchange, Inc., 440 South LaSalle Street, Chicago,
Illinois 60605, on which exchangessame care. Information
that we file later with the Company's Common StockCommission that is listed.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Theincorporated by
reference into this prospectus will automatically update and
supercede this information. We are incorporating by reference into
this prospectus the following documents heretoforethat we have 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, 1995.
2. The Company's Quarterly Reports on Forms 10-Q for
the quarters ended March 31, 1996, June 30, 1996, and
September 30, 1996.
3. The Company's Current Reports on Form 8-K dated
May 22, 1996, May 28, 1996, and September 19, 1996.
All documents filedany subsequent filings we make with the Commission
by the Company
pursuant to Sectionunder Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act after the date of this Prospectus and prior to the termination of1934 until the offering of the Notes shall be deemed to be incorporateddebt securities described in
this Prospectusprospectus 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 referenceForm 10-Q/A filed
June 22, 2000), June 30, 2000 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 alsoSeptember 30, 2000, and
- - our Current Reports on Form 8-K, dated January 3, 2000 and
February 15, 2000.
This prospectus 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 a registration statement we have
filed with the Commission relating to our debt securities. As
permitted by the Commission's rules, 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 orprospectus does not contain
all of the documents
referred to above which have beeninformation 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 be incorporated in this
Prospectusobtain a free copy of our filings with the
Commission by reference, other than certain exhibits to such
documents. Requests should be directed to Corporate Secretary,writing or telephoning us at the following address:
Kansas City Power & Light Company, 1201 Walnut, Kansas City, Missouri
64106 (Telephone: (816) 556-2936).64106-2124 (Telephone No.: 816-556-2200) Attention: Corporate
Secretary, or by contacting us at our internet web site www.kcpl.com.
THE COMPANY
The Company,We are a Missouri corporation, is a medium-sizemedium-sized electric utility headquarteredincorporated in
downtown Kansas City, which
generatesMissouri. We generate and distributesdistribute electricity to over 430,000463,000
customers
in a 4,700-square mile area located in 23all or portions of 22 counties in western
Missouri and eastern Kansas. CustomersOur customers include 380,000approximately
407,000 residences, 50,00053,000 commercial firms, and over 3,000
industries, municipalities and other electric utilities. About two-thirdstwo-
thirds of total Kwhour retail sales and revenue are fromto Missouri customers and the
remainder fromare to Kansas customers. The address of the Company'sOur principal executive office is
located at 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, 1996
________________________ ______________
1993 1994 1995 (Unaudited)
(Thousands)
Operating revenues..... $857,450 $868,272 $885,955 $907,105
Operating income....... $156,302 $149,691 $167,048 $179,636
Net income............. $105,772 $104,775 $122,586 $111,753
Ratios
Twelve Months
Ended
Year Ended December 31, Sept. 30, 1996
______________________________ ______________
1991 1992 1993 1994 1995 (Unaudited
Ratios of Earnings ____ ____ ____ ____ ____
to Fixed Charges 3.22 3.12 3.80 4.07 3.94 3.37
Capitalization Summary
September 30, 1996
(Thousands)
(Unaudited)
Long-term debt*..................................... $ 834,136
Preferred stock..................................... 90,276
Common equity....................................... 917,092
__________
Total......................................... $1,841,504
____________
*Excluding current maturities of long-term debt included in
current liabilities.
APPLICATIONUSE OF PROCEEDS
TheUnless we inform you otherwise in a supplement to this
prospectus, we anticipate using any net proceeds received by us from
the sale of the Notes offered hereby
will be added to thedebt securities for general funds of the Company and used for 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 may include capital expenditures,
acquisitions, refinancing or repurchase of outstanding long-term
debt, preferredwas terminated in 1996 and common securities, investmentsthe
other was terminated in subsidiaries, and repayment of short-term debt and other business
opportunities.2000.
DESCRIPTION OF NOTESDEBT SECURITIES
The following statementsdebt securities are a summary only, do not purport to be complete, and are subjectissued under an Indenture to
the detailed provisions of the
Indenture dated as of December 1, 1996 (Note Indenture),be entered into between the Company and The Bank of New York, as
Trustee (Note Trustee)("Trustee"), (the "Indenture"), a form of which is filedincluded
as an exhibit to the Registration
Statementregistration statement of which this Prospectusprospectus
is a part),part. The Company may also enter into one or more amendments or
supplements to which reference
is hereby made. This summary incorporates by referencethe Indenture, or additional indentures with other
trustees, with respect to certain
Sections of the Note Indenture specifically enumerated belowdebt securities. Any such
indenture would contain covenants and other provisions similar to
those described below. Reference is qualified in its entirety by such reference. Certain ofmade to the prospectus
supplement regarding any additional indentures or additional terms
used below are used herein with the meanings ascribed to
such terms by the Note Indenture.
General
The Notesand provisions under which debt securities will be the onlyissued.
The Company may from time to time offer under this
prospectus unsecured debt securities, which may be issued
undersenior debt
securities or subordinated debt securities. Unless otherwise
provided in a prospectus supplement, the Note Indenture.
The Notes are limited to a maximum aggregate principal
amount of $300,000,000, which may be reduced by the Company
(Section 2.03).
Each Notesenior debt securities 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 (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
(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.
Restrictions on Secured Debt
The notes will constitute unsecured and unsubordinated
indebtednessobligations of the Company and will rank on a parity
with the
Company'sall other unsecured and unsubordinated indebtedness butof 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
(First Mortgage Bonds) 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)("Mortgage Indenture"). The
Mortgage Indenture constitutes a first mortgage lien upon
substantially all of the fixed property and franchises of the
Company, consisting principallyCompany. At September 30,
4
2000, there was approximately $455,300,000 principal amount of electric generating
plants, electric transmissionGeneral
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 distribution lines and systems,
and buildings,also generally
restrict, subject to Permissible Encumbrances. Also, the
Mortgage Indenture subjectsexceptions, providing collateral to the lien thereof property,secure debt of
the character initially mortgaged, which is acquired byCompany unless they are comparably secured.
The Indenture does not specifically restrict the ability of
the Company subsequent to December 1, 1986. Such after-acquired property may
be subjectengage in transactions which could have the effect of
increasing the ratio of debt 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.
The Company has covenanted in the Note Indenture that while
any of the Notes are outstanding, it will not issue any
additional First Mortgage Bonds, or subject to the lien of the
Mortgage Indenture any property which is exempt from such lien,
unless in each case the Company concurrently issues to the
Trustee under the Note Indenture a First Mortgage Bond or Bonds
in the same aggregate principal amount and having the same
interest rate or rates, maturity date or dates, redemption
provisions and other terms as the Notes then outstanding and
thereby give to the holders of all outstanding Notes the benefit
of the security of such First Mortgage Bonds or Bonds (Section
6.06). At such time as the Trustee under the Note Indenture is
the only holder of First Mortgage Bonds outstanding under the
Mortgage Indenture, the Trustee will surrender such First
Mortgage Bonds to the Company for cancellation and such Mortgage
Indenture will be discharged and defeased (Section 6.06).
In addition, the Company has covenanted in the Note
Indenture that neither the Company nor any Subsidiary (as defined
below under "Certain Definitions") will create or assume, except
in favorequity capitalization of the Company
or a Wholly-Owned Subsidiary (as defined
below under "Certain Definitions"), any mortgage, pledge or other
lien or encumbrance upon any Principal Facility (as defined below
under "Certain Definitions"), or any stocksuccessor corporation. For example, the Indenture does not
limit the amount of any Regulated
Subsidiary (as defined below under "Certain Definitions") or
indebtedness of any Subsidiary to the Company or any other
Subsidiary whether now owned or hereafter acquired without
equally and ratably securing the outstanding Notes. This
limitation will not apply toacquisition by
the lienCompany of any of the Mortgageequity securities of the Company. The
Indenture also permits the Company to merge or consolidate or to
transfer its assets, subject to certain permitted encumbrances describedconditions (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 (a) purchase money mortgages, entered into within
specified time limits; (b) liens extending, renewing or refundingthe definitions therein of
certain permitted liens; (c) liens existing on acquired property;
(d) certain tax, materialmen's, mechanics'terms.
GENERAL: The Indenture provides that the debt securities
offered and judgment liens,
certain liens arising by operation of law and certain other similar liens; (e) certain mortgages, pledges, liens or
encumbrances in favor of any state or local government or
governmental agency in connection with certain tax-exempt
financings; (f) liens to secure the cost of construction or
improvement of any property entered into within specified time
limits; and (g) mortgages, pledges, liens and encumbrances not
otherwise permitted if the sumunsecured debt securities of the indebtedness thereby
secured does not exceed 15% of Net Tangible Assets (as defined
below under "Certain Definitions"Company, without
limitation as to aggregate principal amount (collectively the
"Indenture Securities").
Payment of Principal and Interest
Principal of and interest on Book-Entry Notes will, may be paidissued in immediately available fundsone or more series, in each
case as authorized from time to time by 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 transferCompany.
Reference is made to the registered holder thereofprospectus 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 Record Date for such
interest. 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, at maturity on all Notes
willif any, or
the method by which such rate or rates shall be
paid in immediately available funds atdetermined;
(6) if the officeamount of payments of the Note Trustee, in The Cityprincipal of, New York, to the holder of record of
such Notespremium,
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, 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 (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 ofand premium,
if any, and interest, onif any, Note originally issued between a Record Date and
an Interest Payment Date will occur on the second Interest
Payment Date followingdebt securities
shall be payable;
(9) the Original Issue Date.
Redemption
The Notesperiod or periods, if any, within which, the price or
prices at which, and the terms and conditions upon which
the debt securities may be redeemable,redeemed, in whole or in part,
at the general redemption prices set forth in the Pricing Supplement.
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 (Section
1.02).
Fixed Rate Notes
The Fixed Rate Notes will bear interest from the lateroption of the Original Issue Date orCompany;
5
(10) 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 April 1 and October 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 (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,obligation, 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).
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; and (d) default (i) in the payment of any
principal of or interest on any Indebtedness (as defined below
under "Certain Definitions") of the Company (other than Notes)to redeem,
purchase or any Indebtedness of any Subsidiary which is recourse torepay the Company, aggregating more than $15,000,000 in principal amount,
when due after giving effectdebt securities pursuant to any
applicable gracesinking fund or analogous provision or at the option of a
holder thereof and the period or (ii) inperiods within which,
the performance of any other termprice or provision of such
Indebtedness (other than Notes) in excess of $15,000,000
principal amount that results in such indebtedness becoming or
being declared due and payable prior to the date onprices at which, it
would otherwise become due and payable, and such acceleration
shall not have been rescinded or annulled, or such indebtedness
shall not have been discharged, within a period of 15 days after
there has been given to the Company by the Trustee or to the
Company and the Trustee byterms and
conditions upon which the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding, a
written notice specifying such default or defaults; (e) the entry
against the Company or any Subsidiary of any judgment or order
for the payment of money in excess of $10,000,000 and either (x)
enforcement proceedings shall have been commenced by any creditor
upon such judgment or order or (y) theredebt securities shall be
any period of
30 consecutive days during which a stay of enforcement of such
judgmentredeemed, purchased or order, by reason of a pending appeal or otherwise,
shall not be in effect; and (f) certain events of bankruptcy,
insolvency and reorganization of the Company. 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 priorrepaid pursuant to such
declaration, and (ii)obligation;
(11) whether the debt securities are to waive
such default and rescind such declaration in certain
circumstances (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 ( 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
(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
(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 (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 (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-
entrythe form (Book-Entry Notes). Upon issuance, allof one or more Global Securities and,
if so, the identity of the Depositary for such Book-Entry
Notes having identicalGlobal
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 single global security (each,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
Note). Unless
otherwise specified in a Pricing Supplement, each Global Note
representing Book-Entry NotesSecurities that will be deposited with, or on behalf of, The Depository Trust Company (the Depositary), and
registeredthe
Depositary identified in the name of a nominee of the Depositary. Except as
set forth below,prospectus supplement relating thereto.
Unless and until it is exchanged in whole or in part for Indenture
Securities in definitive form, a Global NoteSecurity may not be
transferred except as a whole by the Depositary for such Global
Security to a nominee of thesuch Depositary or by a nominee of thesuch
Depositary to thesuch Depositary or another nominee of thesuch Depositary
or by such Depositary or any such nominee to a successor of the Depositary
or a nominee of such successor (Section 2.12).Depositary. (Sections 2.01 and 2.05)
The Depositary has advised the Company and the Agents that
it is a limited-purpose trust company organized under the lawsspecific terms of the Statedepositary arrangement with
respect to any Indenture Securities of New York, a member ofseries will be described in
the Federal Reserve System, a
"clearing corporation" withinprospectus supplement relating thereto. The Company anticipates
that the meaning of the Uniform
Commercial Code and a "clearing agency" registered pursuantfollowing provisions will apply 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.all depositary
arrangements.
Upon the issuance of Book-Entry Notes by the Company
represented by a Global Note,Security, the Depositary for
such Global Security will credit, on its book-entrybook entry registration and
transfer system, the respective principal amounts of the Book-Entry NotesIndenture
Securities represented by such Global NoteSecurity to the accounts of
participants.institutions that have accounts with such Depositary
("participants"). The accounts to be credited shall be designated by
the Agentunderwriters through or by which such Book-Entry Notes areIndenture Securities were sold.
Ownership of beneficial interests in a Global NoteSecurity will be
limited to participants or persons that may hold interests through
participants. In
addition, ownershipOwnership of beneficial interests by participants in asuch Global
NoteSecurity will be evidenced only by,shown on, and the transfer of any
suchthat 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 NoteSecurity or by participants or 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.participants. The laws of some states require that certain
purchasers of securities take physical delivery of such securities in
certificateddefinitive form. Such limits and such laws may impair the ability to
transfer beneficial interests in a Global Note.Security.
So long as the Depositary for a Global Security, or its
nominee, is the registered
owner of asuch Global Note, theSecurity, such Depositary or
itssuch nominee, as the case may be, will be considered the sole owner
or holder of the Book-Entry NotesIndenture Securities represented by such Global
NoteSecurity for all purposes under the Note Indenture dated as of November 1, 1994.Indenture. Except as providedset forth
below, owners of beneficial interests in a Global Note
representing Book-Entry NotesSecurity will not
be entitled to have Indenture Securities of the series represented by
such Book-Entry NotesGlobal Security registered in their names, will not receive or
be entitled to receive physical delivery of NotesIndenture Securities of
such series in certificateddefinitive 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 andof, premium, if any, and interest, if
any, on Indenture Securities registered in the Book-Entry Notes representedname of or held by onea
Depositary or more Global Notesits nominee 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 the Global
Security representing such Global Note or Notes. NeitherIndenture Securities. None of the Company,
nor 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, and premium, if any, in respect of a Global Note,Security
will credit immediately theparticipants' accounts of the related participants with paymentpayments in
amounts proportionate to their respective holdingsbeneficial interests in the
principal amount of beneficial interests in such Global NoteSecurity as shown on the records of
thesuch Depositary. The Company also expects that payments by
participants to owners of beneficial interests in asuch Global
NoteSecurity held through such participants 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",name," and will be the
responsibility of such participants.
The Company will issue Notes in certificated form in
exchangeIf a Depositary for Global Notes representing Book-Entry Notes only if
(a) the DepositaryIndenture Securities of a series is at
any time unwilling or unable to continue as depositaryDepositary and a
successor depositaryDepositary is not appointed by the Company within 90 days,
(b) 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 determinesand in its sole discretion
determine not to have Book-Entry Notesany Indenture Securities of a series
represented by one or more Global Notes,Securities and, in such event, will
issue Indenture Securities of such series in definitive form in
exchange for the Global Security or (c) an eventGlobal Securities representing
such Indenture Securities. Further, if the Company so specifies with
respect to the Indenture Securities of default undera series, each person
specified by the NoteDepositary of the Global Security representing
Indenture has
occurredSecurities of such series may, on terms acceptable to the
Company and is continuing.the Depositary for such Global Security, receive
Indenture Securities of the series in definitive form. In any such
instance, an ownereach person so specified by the Depositary of a
beneficial interest in anythe Global
NoteSecurity will be entitled to physical delivery in definitive form of
Notes in certificated form which areIndenture 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
Notes registeredIndenture 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 name. Such Notesbalance
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 issued in registered form only without coupons and in
denominations of $1,000 and integral multiples of $1,000 in
excess thereof (Section 2.12).
Concerning the Note Trustee The Note Trusteeunder the Indenture, is the trustee for the Company's
$495,000,000$296,500,000 principal amount of currently outstanding Medium-
Term Notesmedium-term
notes issued under Indentures dated April 1, 1991, February 15, 1992, November 15,
1992, and November 1, 1994.
Certain Definitions
Set forth below1994 and December 1, 1996. The Bank of New York is
also a summary of certain defined terms as
used in the Note Indenture. Reference is made to Article One of
the Indenturedepository for
the full definition of all such terms.
"Indebtedness" shall mean11
funds and performs other services for, and transacts other banking
business with, respect to any person (i) any
liability of such person (a) for borrowed money, or (b) evidenced
by a bond, note, debenture or similar instrument (including
purchase money obligations but excluding trade payables), or (c)
for the payment of money relating to a lease that is required to
be classified as a capitalized lease obligation in accordance
with generally accepted accounting principles; (ii) any liability
of others described in the preceding clause (i) that such person
has guaranteed, that is recourse to such person or that is
otherwise its legal liability; and (iii) any amendment,
supplement, modification, deferral, renewal, extension or
refunding of any liability of the types referred to in clauses
(i) and (ii) above.
"Net Tangible Assets" shall mean total assets minus goodwill
of the Company.
"Principal Facility" shall mean the real property, fixtures,
machinery and equipment relating to any facility owned by the
Company or any Subsidiary, (which may include a network of
electric or gas distribution facilities or a network of electric
or gas transmission facilities), except any facility that, in the
opinion of the Board of Directors, is not of material importance
to the business conducted by the Company and its Subsidiaries,
taken asaffiliates 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
whole.
"Regulated Subsidiary"particular series, shall mean any Subsidiary which owns
or operates facilities useddeposit with the Trustee, in trust for the
generation, transmissionbenefit of the holders thereof, (i) funds sufficient to pay, or distribution(ii)
such amount of electric energy and is subject to the
jurisdiction of any governmental authority ofobligations 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 stateagents, 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 political subdivision thereof, asagents 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 of its:
rates; services; accounts; issuances of securities; affiliate
transactions;debt
securities will (1) entitle the underwriters or construction, acquisition or sale of any such
facilities, except that any "exempt wholesale generator",
"qualifying facility", "foreign utility company", and "power
marketer", as defined in the Indenture, shall not be a Regulated
Subsidiary.
"Subsidiary" shall mean any corporation of which at least a
majority of the outstanding stock having by the terms thereof
ordinary voting poweragents to
elect a majority of the directors of
such corporation, irrespective of whether or not at the time
stock of any class or classes of such corporation shall have or
might have voting power by reason of the happening of any
contingency, is at the time, directly or indirectly, owned or
controlledindemnification by the Company against certain civil liabilities
under the Securities Act of 1933, as amended, or by oneto contribution for
payments the underwriters may be required to make in respect thereof
and (2) provide that the obligations of the underwriters or more Subsidiaries,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 Company and oneunderwriters in connection with an offering.
Stabilizing transactions consist of certain bids or more Subsidiaries.
"Wholly-Owned Subsidiary" shall meanpurchases for the
purpose of preventing or delaying a Subsidiary of which
alldecline in the market price of
the outstanding voting stock (other than directors'
qualifying shares) is at the time, directly or indirectly, owneddebt securities, and short positions created by the Company, orunderwriters
involve the sale by one or more Wholly-Owned Subsidiariesthe 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 Company ordebt
securities sold in the offering may be reclaimed by the Company and oneunderwriters
if such debt securities are repurchased by the underwriters in
stabilizing or more Wholly-Owned
Subsidiaries.
EXPERTS
The financial statements includedcovering 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 Company's Annual
Report on Form 10-K for the year ended December 31, 1995,
incorporated by reference in this Prospectusopen market; and these activities, if commenced, may
be discontinued at any time. These transactions may be affected in
the Registration Statement, have been audited by Coopers & Lybrand
L.L.P., independent public accountants,over-the-counter market or otherwise.
The anticipated date of delivery of the debt securities
will be as indicatedset forth in their
reports with respect thereto, and are included herein, in
reliance upon the authorityprospectus supplement relating to the
offering of said firm as experts in giving
said reports.the debt securities.
LEGAL OPINIONSMATTERS
Legal matters with respect to the Notesdebt securities offered
hereby and
the Pledged Bond will be passed upon for the Company by Jeanie Sell Latz,
Senior Vice President - Corporate Services and Chief Legal Officer,Corporate Secretary,
and for the AgentsUnderwriters by Sidley & Austin, One First National Plaza, Chicago,
Illinois 60603. Sidley & AustinDewey 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, 1996,2000, Ms. Latz owned
beneficially 1,9454,508 shares of the Company's Common Stock;common stock; she also has
options (with dividend equivalent) to purchase 15,37518,586 shares of the
Company's Common Stockcommon stock at the fair market value on the dates of the
grants. Sidley & Austin
occasionally performsDewey Ballantine LLP may from time to time perform legal
services for the Company.
The statements herein under "Description of Bonds" and
"Description of Notes,Debt
Securities," as to the matters of law and legal conclusions, have
been prepared under the supervision of and reviewedreview 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 NOTESEXPERTS
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 namedconsolidated financial statements included 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, the Agents may offer the Notes they have
purchased as principal to other dealers. The Agents may sell
Notes to any dealer at a discount and, unless otherwise specified
in the applicable Pricing Supplement, such discount equal to all
or any portion of the discount to be received by such Agent 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% 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 purchaserslatest Annual Report 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, as amended (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.
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 affairsForm 10-K of the Company, since the date
hereof or thereof or that the information
contained or incorporated by
reference herein
or therein is correctin 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 any time
subsequent to its date.
TABLE OF CONTENTS
PAGE
Available
Information.............................
Incorporationthe
Company, and have been incorporated by reference in this prospectus
in reliance upon the report of Certain
Information by Reference..............
The Company.............................
Selected Financial Information..........
Application of Proceeds.................
Description of Notes....................
Experts.................................
Legal Opinions..........................
Plan of Distribution of Notes...........
$300,000,000
Kansas City
Power & Light
Company
____________
MEDIUM-TERM NOTES
____________
PROSPECTUS
December __, 1996
Merrill Lynch & Co.
Deutsche Morgan Grenfell
Morgan Stanley & Co. Incorporated
_________________such firm, given upon their authority
as experts in auditing and accounting.
13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other ExpenseExpenses of Issuance and Distribution.
An estimateExpenses payable by Registrant for the sale of such expense,the
Securities, other than underwriting discount and commissions, isare
estimated as follows:
Securities and Exchange Commission registration fee fee.....$ 90,90979,200.00
Printing including preparationand engraving...................................29,400.00
Services of securities 10,000
Trustee's feesIndependent Accountants......................50,000.00
Fees and expenses 10,000
Legal fees 25,000of Trustee.............................10,000.00
Rating Agency Fees 65,000
Blue Sky and legal investment expenses 1,000
Accountant's fees and expenses 5,000
Miscellaneous 5,091
________
Total $212,000agency 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 interests 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 Directorsdirectors 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 Directordirector or officer, and the Company is hereby expressly
authorized by the shareholders of the Company to enter into
agreements with its Directorsdirectors 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'sdirector'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,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
Number Description of Document
_______ _____________________________________________________________
1 Form of Distribution Agreement relating to the Notes.
4-a *General Mortgage and Deed of Trust dated as of December
1, 1986, between the Company and United Missouri Bank
N.A. (formerly United Missouri Bank) of Kansas City,
N.A., Trustee (Exhibit 4-bb to Form 10-K for the year
ended December 31, 1986).
4-b *Third Supplemental Indenture dated as of April 1, 1991,
to Indenture dated as of December 1, 1986 (Exhibit 4-aq
to Registration Statement, Registration No. 33-42187).
4-c *Fourth Supplemental Indenture dated as of February 15,
1992, to Indenture dated as of December 1, 1986 (Exhibit
4-y to Form 10-K for year ended December 31, 1991).
4-d *Fifth Supplemental Indenture dated as of September 15,
1992, to Indenture dated as of December 1, 1986 (Exhibit
4-a to Form 10-Q dated September 30, 1992).
4-e *Sixth Supplemental Indenture dated as of November 1,
1992, to Indenture dated as of December 1, 1986 (Exhibit
4-z to Registration Statement, Registration No. 33-
54196).
4-f *Seventh Supplemental Indenture dated as of October 1,
1993, to Indenture dated as of December 1, 1986 (Exhibit
4-a to Form 10-Q dated September 30, 1993).
4-g *Eighth Supplemental Indenture dated as of December 1,
1993, to Indenture dated as of December 1, 1986 (Exhibit
4 to Registration Statement, Registration No. 33-51799).
4-h *Ninth Supplemental Indenture dated as of February 1,
1994, to Indenture dated as of December 1, 1986 (Exhibit
4-h to Form 10-K for year ended December 31, 1993).
4-i *Tenth Supplemental Indenture dated as of November 1,
1994, to Indenture dated as of December 1, 1986 (Exhibit
4-i to Form 10-K for year ended December 31, 1994).
4-j *Note Indenture dated as of November 1, 1994, between
the Company and The Bank of New York creating the Notes
(Exhibit 4-j to Registration Statement, Registration
No. 33-56309).
4-k *Note Indenture dated as of November 15, 1992, between
the Company and The Bank of New York creating the Notes
(Exhibit 4-aa to Registration Statement, Registration
No. 33-54196).
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, Registration 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. 33-42187).
4-n Form of Note Indenture dated as of December 1, 1996,
between the Company and The Bank of New York creating
the Notes.
4-o *Resolution of Board of Directors Establishing 3.80%
Cumulative Preferred Stock (Exhibit 2-R to Registration
Statement, Registration No. 2-40239).
4-p *Resolution of Board of Directors Establishing 4%
Cumulative Preferred Stock (Exhibit 2-S to Registration
Statement, Registration No. 2-40239).
4-q *Resolution of Board of Directors Establishing 4.50%
Cumulative Preferred Stock (Exhibit 2-T to Registration
Statement, Registration No. 2-40239).
4-r *Resolution of Board of Directors Establishing 4.20%
Cumulative Preferred Stock (Exhibit 2-U to Registration
Statement, Registration No. 2-40239).
4-s *Resolution of Board of Directors Establishing 4.35%
Cumulative Preferred Stock (Exhibit 2-V to Registration
Statement, Registration No. 2-40239).
4-t *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, Senior Vice President and
Chief Legal Officer for the Company.
12 Statement of Computation of Ratios of Earnings to
Fixed Charges.
23-a Consent of Independent Accountants--Coopers & Lybrand
L.L.P.
23-b Consent of Counsel--included in Exhibit 5.
24 Powers of Attorney.
25 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 registration statements
(except as otherwise noted) 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 4th21st day of December, 1996.November,
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 and
(Drue Jennings) Chief )
Executive )
/s/Drue Jennings Officer
(Principal )
(Drue Jennings) Executive
Officer)
)
Executive/s/Andrea F. Bieslker Vice )President-Finance
(Andrea F. Bielsker) and Treasurer
(Principal Financial
Officer)
/s/Neil A. Roadman Controller
(Neil A. Roadman) (Principal Accounting
Officer)
Bernard J. Beaudoin* President and Chief )
Financial Officer )
/s/B.Director
(Bernard J. Beaudoin (Principal Financial )
(B. J. Beaudoin) Officer)
Controller )
/s/Neil Roadman (Principal )
(Neil Roadman) Accounting Officer) )
David L. Bodde* Director
)
(David L. Bodde) )
William H. Clark* Director )November 21, 2000
(William H. Clark)
)
Robert J. Dineen*Mark A. Ernst* Director
) December 4, 1996
(Robert J. Dineen)
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