As filed with the Securities and Exchange Commission on December 5, 1996.
Registration No.
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________
KANSAS CITY POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)
Missouri 44-0308720
(State or other (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's principal executive offices)
Jeanie Sell Latz, Senior Vice President and Chief Legal Officer
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 of commencement of proposed sale to the
public: From time to time after this registration statement
becomes effective as determined by market conditions.
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, check the following box. [X]
____________
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Title of
Each Class Proposed Proposed
of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be be Price Per Offering Registration
Registered Registered Unit Price Fee
______________________________________________________________________________
Medium-Term Notes $300,000,000 100%* $300,000,000* $90,909*
______________________________________________________________________________
*Estimated solely for purposes of calculation of registration fee.
____________
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
PROSPECTUS
$300,000,000
KANSAS CITY POWER & LIGHT COMPANY
Medium-Term Notes
Due from 9 months to 30 years from Date of Issue
_____________
Kansas City Power & Light Company (Company) intends 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 at 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 to this prospectus (Pricing
Supplement).
Each Note will be represented by a Global Note registered in
the name of the Depository Trust Company, as Depositary, or its
nominee, unless otherwise specified in the applicable Pricing
Supplement. Beneficial interests in Global Notes will be shown
on, and transfers thereof will be effected only through, records
maintained by the Depositary and its participants. Global Notes
will not be issuable as certificated securities except under
circumstances described herein.
The aggregate principal amount of, interest rate, purchase
price, maturity and redemption, if applicable, and any other
material financial terms not described herein of each issue of
Notes will be set forth in the applicable Pricing Supplement.
____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS, OR ANY PRICING SUPPLEMENT HERETO.
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
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, sold through the Agents.
The Company also may sell Notes to the Agents at a discount
for resale to one or more investors or other purchasers at
varying prices related to prevailing market prices at the
time of resale, as determined by the Agents. In the case of
Notes sold directly to investors by the Company, no discount
will be allowed or commission paid.
(3) The Company has agreed to indemnify the Agents against
certain civil liabilities under the Securities Act of 1933,
as amended.
(4) Before deduction 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 to one or more purchasers. Unless
otherwise specified in the applicable Pricing Supplement, any
Note sold to an Agent 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.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (Exchange Act)
and accordingly, files reports, proxy statements and other
information with the Securities and Exchange Commission
(Commission). Such reports, proxy statements and other
information filed with the Commission are available for
inspection and copying 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, at prescribed rates.
The Company is subject to the electronic filing requirements of
the Commission. Accordingly, certain documents, including annual
and quarterly reports, and proxy statements filed 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 with the
Commission at http://www.sec.gov. In addition, any such
materials and other information concerning the Company can be
inspected at the New York Stock Exchange, Inc. (NYSE), 20 Broad
Street, 7th Floor, New York, New York 10005, and also at the
Chicago Stock Exchange, Inc., 440 South LaSalle Street, Chicago,
Illinois 60605, on which exchanges the Company's Common Stock is
listed.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed with the Commission
pursuant to the Exchange Act are hereby incorporated in this
Prospectus by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 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 filed with the Commission by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the termination of
the offering of the Notes shall be deemed to be incorporated in
this Prospectus by reference and to be part hereof from the date
of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
in this Prospectus shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently-filed
document which also is or is deemed to be incorporated by
reference in this Prospectus modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company hereby undertakes to provide without charge to
each person to whom a copy of this Prospectus has been delivered,
including any beneficial owner, upon the written or oral request
of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated in this
Prospectus by reference, other than certain exhibits to such
documents. Requests should be directed to Corporate Secretary,
Kansas City Power & Light Company, 1201 Walnut, Kansas City,
Missouri 64106 (Telephone: (816) 556-2936).
THE COMPANY
The Company, a Missouri corporation, is a medium-size
electric utility, headquartered in downtown Kansas City, which
generates and distributes electricity to over 430,000 customers
in a 4,700-square mile area located in 23 counties in western
Missouri and eastern Kansas. Customers include 380,000
residences, 50,000 commercial firms, and over 3,000 industries,
municipalities and other electric utilities. About two-thirds of
total Kwh sales and revenue are from Missouri customers and the
remainder from Kansas customers. The address of the Company's
principal executive office is 1201 Walnut, Kansas City, Missouri
64106 (Telephone: (816) 556-2200).
SELECTED FINANCIAL INFORMATION
Income Statement Information
Twelve Months
Ended
Year Ended December 31, Sept. 30, 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.
APPLICATION OF PROCEEDS
The net proceeds from the sale of the Notes offered hereby
will be added to the general funds of the Company and used for
corporate purposes, which may include capital expenditures,
acquisitions, refinancing or repurchase of outstanding long-term
debt, preferred and common securities, investments in
subsidiaries, and repayment of short-term debt and other business
opportunities.
DESCRIPTION OF NOTES
The following statements are a summary only, do not purport
to be complete, and are subject to the detailed provisions of the
Indenture dated as of December 1, 1996 (Note Indenture), between
the Company and The Bank of New York, as Trustee (Note Trustee)
(the form of which is filed as an exhibit to the Registration
Statement of which this Prospectus is a part), to which reference
is hereby made. This summary incorporates by reference certain
Sections of the Note Indenture specifically enumerated below and
is qualified in its entirety by such reference. Certain of the
terms used below are used herein with the meanings ascribed to
such terms by the Note Indenture.
General
The Notes will be the only securities which may be issued
under 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 Note will be issued initially as a Book-Entry Note or a
Certificated Note in fully registered form in minimum
denominations of $1,000 and integral multiples of $1,000 in
excess thereof (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
indebtedness of the Company, and will rank on a parity with the
Company's other unsecured and unsubordinated indebtedness, but
will rank junior to the first 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).
The Mortgage Indenture constitutes a first mortgage lien
upon substantially all of the fixed property and franchises of
the Company, consisting principally of electric generating
plants, electric transmission and distribution lines and systems,
and buildings, subject to Permissible Encumbrances. Also, the
Mortgage Indenture subjects to the lien thereof property, of the
character initially mortgaged, which is acquired by the Company
subsequent to December 1, 1986. Such after-acquired property may
be subject to Prior Liens which secure debt outstanding at the
time of such acquisition in an amount not in excess of 75% of the
Cost or Fair Value, whichever is less, of such after-acquired
property at such time.
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 favor 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 stock 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 to the lien of the Mortgage Indenture
or certain permitted encumbrances described in the Indenture,
including (a) purchase money mortgages, entered into within
specified time limits; (b) liens extending, renewing or refunding
certain permitted liens; (c) liens existing on acquired property;
(d) certain tax, materialmen's, mechanics' 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 sum of the indebtedness thereby
secured does not exceed 15% of Net Tangible Assets (as defined
below under "Certain Definitions").
Payment of Principal and Interest
Principal of and interest on Book-Entry Notes will be paid
in immediately available funds in the manner described below
under "Book-Entry Notes." Interest on Certificated Notes will be
paid at the Company's option by check mailed or by wire transfer
to the registered holder thereof on the Record Date for such
interest. The principal of and interest at maturity on all Notes
will be paid in immediately available funds at the office of the
Note Trustee, in The City of New York, to the holder of record of
such Notes on the date of such payment, provided that the Notes
are presented to the Note Trustee in time for
the Note Trustee to make such payments in such funds in
accordance with its normal procedures (Section 2.04).
Interest payments will be made on each Interest Payment Date
commencing with the first Interest Payment Date following the
Original Issue Date; provided, however, that the first payment of
interest on any Note originally issued between a Record Date and
an Interest Payment Date will occur on the second Interest
Payment Date following the Original Issue Date.
Redemption
The Notes may be redeemable, in whole or in part, at the
general redemption prices set forth in the Pricing Supplement.
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 later of
the Original Issue Date or the most recent date to which any
interest has been paid or duly provided for at the fixed rate per
annum specified therein and in the applicable Pricing Supplement,
until the principal of such Notes is paid or made available for
payment. Interest on Fixed Rate Notes will be payable semi-
annually each 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, 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) or
any Indebtedness of any Subsidiary which is recourse to the
Company, aggregating more than $15,000,000 in principal amount,
when due after giving effect to any applicable grace period or
(ii) in the performance of any other term 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 on 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 by 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) there shall be any period of
30 consecutive days during which a stay of enforcement of such
judgment 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 prior to such declaration, and (ii) 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-
entry form (Book-Entry Notes). Upon issuance, all such Book-Entry
Notes having identical terms and provisions will be represented
by a single global security (each, a Global Note). Unless
otherwise specified in a Pricing Supplement, each Global Note
representing Book-Entry Notes will be deposited with, or on
behalf of, The Depository Trust Company (the Depositary), and
registered in the name of a nominee of the Depositary. Except as
set forth below, a Global Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of
the Depositary or any nominee to a successor of the Depositary or
a nominee of such successor (Section 2.12).
The Depositary has advised the Company and the Agents that
it is a limited-purpose trust company organized under the laws of
the State of New York, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the Uniform
Commercial Code and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Securities Exchange Act of
1934, as amended. The Depositary was created to hold securities
of its participants and to facilitate the clearance and
settlement of securities transactions among its participants in
such securities through electronic book-entry changes in accounts
of the participants, thereby eliminating the need for physical
movement of securities certificates. The Depositary's
participants include securities brokers and dealers (including
the Agents), banks, trust companies, clearing corporations and
certain other organizations, some of whom (and/or their
representatives) own the Depositary. Access to the Depositary's
book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant, either
directly or indirectly. Persons who are not participants may
beneficially own securities held by the Depositary only through
participants.
Upon the issuance of Book-Entry Notes by the Company
represented by a Global Note, the Depositary will credit, on its
book-entry registration and transfer system, the respective
principal amounts of the Book-Entry Notes represented by such
Global Note to the accounts of participants. The accounts to be
credited shall be designated by the Agent through or by which
such Book-Entry Notes are sold. Ownership of beneficial
interests in a Global Note will be limited to participants or
persons that may hold interests through participants. In
addition, ownership of beneficial interests by participants in a
Global Note will be evidenced only by, and the transfer of any
such ownership interest will be effected only through, records
maintained by the Depositary or its nominee for such Global Note.
Ownership of beneficial interests in such a Global Note by
persons that hold through participants will be evidenced only by,
and the transfer of any such ownership interest within such
participant will be effected only through, records maintained by
such participant. The laws of some states require that certain
purchasers of securities take physical delivery of such
securities in certificated form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global
Note.
So long as the Depositary, or its nominee, is the registered
owner of a Global Note, the Depositary or its nominee, as the
case may be, will be considered the sole owner or holder of the
Book-Entry Notes represented by such Global Note for all purposes
under the Note Indenture dated as of November 1, 1994. Except as
provided below, owners of beneficial interests in a Global Note
representing Book-Entry Notes will not be entitled to have such
Book-Entry Notes registered in their names, will not receive or
be entitled to receive physical delivery of Notes in certificated
form and will not be considered the owners or holders thereof
under the Indenture. Accordingly, each person owning a
beneficial interest in a Global Note must rely on the procedures
of the Depositary and, if such person is not a participant, on
the procedures of the participant through which such person owns
its interests, to exercise any rights of a holder under the
Indenture or such Global Note. The Company understands that,
under existing industry practice, in the event that the Company
requests any action of holders of Book-Entry Notes or an owner of
a beneficial interest in a Global Note desires to take any action
that the Depositary, as the holder of such Global Note, is
entitled to take, the Depositary would authorize the participants
to take such action and that the participants would authorize
beneficial owners owning through such participants to take such
action or would otherwise act upon the instructions of beneficial
owners owning through them.
Payments of principal, interest and premium, if any, on the
Book-Entry Notes represented by one or more Global Notes will be
made by the Company through the Trustee to the Depositary, or its
nominee, as the case may be, as the registered owner of such
Global Note or Notes. Neither the Company nor the Trustee will
have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial
ownership interests. The Company expects that the Depositary,
upon receipt of any payment of principal, interest and premium,
if any, in respect of a Global Note, will credit immediately the
accounts of the related participants with payment in amounts
proportionate to their respective holdings in principal amount of
beneficial interests in such Global Note as shown on the records
of the Depositary. The Company also expects that payments by
participants to owners of beneficial interests in a Global Note
will be governed by standing customer instructions and customary
practices, as is now the case with securities held for the
accounts of customers in bearer form or registered in "street
name", and will be the responsibility of such participants.
The Company will issue Notes in certificated form in
exchange for Global Notes representing Book-Entry Notes only if
(a) the Depositary is at any time unwilling or unable to continue
as depositary and a successor depositary is not appointed by the
Company within 90 days, (b) the Company at any time determines
not to have Book-Entry Notes represented by one or more Global
Notes, or (c) an event of default under the Note Indenture has
occurred and is continuing. In any such instance, an owner of a
beneficial interest in any Global Note will be entitled to
physical delivery of Notes in certificated form which are equal
in principal amount to such beneficial interest and to have such
Notes registered in its name. Such Notes so issued will be
issued in registered form only without coupons and in
denominations of $1,000 and integral multiples of $1,000 in
excess thereof (Section 2.12).
Concerning the Note Trustee
The Note Trustee is the trustee for the Company's
$495,000,000 principal amount of currently outstanding Medium-
Term Notes issued under Indentures dated April 1, 1991, February
15, 1992, November 15, 1992, and November 1, 1994.
Certain Definitions
Set forth below is a summary of certain defined terms as
used in the Note Indenture. Reference is made to Article One of
the Indenture for the full definition of all such terms.
"Indebtedness" shall mean 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 as a whole.
"Regulated Subsidiary" shall mean any Subsidiary which owns
or operates facilities used for the generation, transmission or
distribution of electric energy and is subject to the
jurisdiction of any governmental authority of the United States
or any state or political subdivision thereof, as to any of its:
rates; services; accounts; issuances of securities; affiliate
transactions; 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 power 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
controlled by the Company or by one or more Subsidiaries, or by
the Company and one or more Subsidiaries.
"Wholly-Owned Subsidiary" shall mean a Subsidiary of which
all of the outstanding voting stock (other than directors'
qualifying shares) is at the time, directly or indirectly, owned
by the Company, or by one or more Wholly-Owned Subsidiaries of
the Company or by the Company and one or more Wholly-Owned
Subsidiaries.
EXPERTS
The financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995,
incorporated by reference in this Prospectus and in the
Registration Statement, have been audited by Coopers & Lybrand
L.L.P., independent public accountants, as indicated in their
reports with respect thereto, and are included herein, in
reliance upon the authority of said firm as experts in giving
said reports.
LEGAL OPINIONS
Legal matters with respect to the Notes offered hereby and
the Pledged Bond will be passed upon for the Company by Jeanie
Sell Latz, Senior Vice President and Chief Legal Officer, and for
the Agents by Sidley & Austin, One First National Plaza, Chicago,
Illinois 60603. Sidley & Austin will rely for purposes of their
opinions upon the opinion of Ms. Latz as to matters of Missouri
law. At September 30, 1996, Ms. Latz owned beneficially 1,945
shares of the Company's Common Stock; she also has options to
purchase 15,375 shares of the Company's Common Stock at the fair
market value on the dates of the grants. Sidley & Austin
occasionally performs legal services for the Company.
The statements herein under "Description of Bonds" and
"Description of Notes," as to the matters of law and legal
conclusions, have been prepared under the supervision of and
reviewed by, and are made on the authority of Ms. Latz, who has
given her opinion that such statements as to such matters and
conclusions are correct.
PLAN OF DISTRIBUTION OF NOTES
The Notes are being offered on a continuing basis by the
Company through the Agents, which have agreed to use their
reasonable efforts to solicit purchases of the Notes. The
Company will pay to the Agents a commission of from .125% to
.750% of the principal amount of each Note, depending on its
maturity, sold through the Agents. The Company has reserved the
right to appoint other agents from time to time on substantially
similar terms; any such other agents will be named in the
appropriate Pricing Supplement. The Company will have the sole
right to accept offers to purchase Notes and may reject any such
offer, in whole or in part. The Agents will have the right, in
their discretion reasonably exercised, without notice to the
Company, to reject any offer to purchase Notes received by them,
in whole or in part.
In addition, 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 purchasers on a fixed public offering price basis, the
public offering price, concession and discount may be changed.
The Notes may also be sold by the Company directly to
purchasers.
Payment of the purchase price of Notes will be required to
be made in funds immediately available in The City of New York.
The Agents may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, 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 affairs of the Company since the date
hereof or thereof or that the information
contained or incorporated by reference herein
or therein is correct as of any time
subsequent to its date.
TABLE OF CONTENTS
PAGE
Available
Information.............................
Incorporation of Certain
Information by Reference..............
The Company.............................
Selected Financial Information..........
Application of Proceeds.................
Description of Notes....................
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
_________________
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expense of Issuance and Distribution.
An estimate of such expense, other than underwriting
commissions, is as follows:
Securities and Exchange Commission registration fee $ 90,909
Printing, including preparation of securities 10,000
Trustee's fees and expenses 10,000
Legal fees 25,000
Rating Agency Fees 65,000
Blue Sky and legal investment expenses 1,000
Accountant's fees and expenses 5,000
Miscellaneous 5,091
________
Total $212,000
Item 15. Indemnification of Officers and Directors.
Section 351.355 RSMo (1986) 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
or 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
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, 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) 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
in 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
Section 351.355 RSMo (1986).
Article XIII of the Restated Articles of Consolidation of
the Company provides as follows:
ARTICLE THIRTEENTH. (a) Right to Indemnification. Each
person who was or is made a party or is threatened to be made a
party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or
she is or was a director or officer of the Company or is or was
an employee of the Company acting within the scope and course of
his or her employment or is or was serving at the request of the
Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, shall be indemnified and held harmless by the Company to
the fullest extent authorized by The Missouri General and
Business Corporation Law, as the same exists or may hereafter be
amended, against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid to or to be paid in settlement)
actually and reasonably incurred by such person in connection
therewith. The Company may in its discretion by action of its
Board of Directors provide indemnification to agents of the
Company as provided for in this ARTICLE THIRTEENTH. Such
indemnification shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators.
(b) Rights Not Exclusive. The indemnification and other
rights provided by this ARTICLE THIRTEENTH shall not be deemed
exclusive of any other rights to which a person may be entitled
under any applicable law, By-laws of the Company, agreement, vote
of shareholders or disinterested Directors or otherwise, both as
to action in such person's official capacity and as to action in
any other capacity while holding the office of Director or
officer, and the Company is hereby expressly authorized by the
shareholders of the Company to enter into agreements with its
Directors and officers which provide greater indemnification
rights than that generally provided by The Missouri General and
Business Corporation Law; provided, however, that no such further
indemnity shall indemnify any person from or on account of such
Director's or officer's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or willful
misconduct. Any such agreement providing for further indemnity
entered into pursuant to this ARTICLE THIRTEENTH after the date
of approval of this ARTICLE THIRTEENTH by the Company's
shareholders need not be further approved by the shareholders of
the Company in order to be fully effective and enforceable.
(c) Insurance. The Company may purchase and maintain
insurance on behalf of any person who was or is a director,
officer, employee or agent of the Company, or was or is serving
at the request of the Company as a Director, officer, employee or
agent of another company, partnership, joint venture, trust or
other enterprise against any liability asserted against or
incurred by such person in any such capacity, or arising out of
his or her status as such, whether or not the Company would have
the power to indemnify such person against such liability under
the provisions of this ARTICLE THIRTEENTH.
(d) Amendment. This ARTICLE THIRTEENTH may be hereafter
amended or repealed; however, no amendment or repeal shall
reduce, terminate or otherwise adversely affect the right of a
person entitled to obtain indemnification or an advance of
expenses with respect to an action, suit or proceeding that
pertains to or arises out of actions or omissions that occur
prior to the later of (a) the effective date of such amendment or
repeal; (b) the expiration date of such person's then current
term of office with, or service for, the Company (provided such
person has a stated term of office or service and completes such
term); or (c) the effective date such person resigns his or her
office or terminates his or her service (provided such person has
a stated term of office or service but resigns prior to the
expiration of such term).
The form of the Distribution Agreement filed in Exhibit 1 to
this Registration Statement include provisions requiring the
Agents to indemnify directors and officers of the Company in
certain circumstances.
Item 16. Exhibits.
Exhibit
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 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the provisions described in Item 15, or otherwise, the
registrant 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 registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 thereto to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Kansas City, and State of Missouri on the 4th day of
December, 1996.
KANSAS CITY POWER & LIGHT COMPANY
By /s/Drue Jennings
(Drue Jennings)
Chairman of the Board
and President
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment has been signed below by
the following persons in the capacities and on the dates indicated.
Signature Title Date
Chairman of the )
Board and Chief )
Executive )
/s/Drue Jennings Officer (Principal )
(Drue Jennings) Executive Officer) )
Executive Vice )
President and Chief )
Financial Officer )
/s/B. 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 )
(William H. Clark) )
Robert J. Dineen* Director ) December 4, 1996
(Robert J. Dineen)
Arthur J. Doyle* Director )
(Arthur J. Doyle) )
W. Thomas Grant II* Director )
(W. Thomas Grant II)
George E. Nettels, Jr.* Director )
(George E. Nettels, Jr.) )
Linda Hood Talbott* Director )
(Linda Hood Talbott) )
Robert H. West* Director )
(Robert H. West) )
*By /s/Drue Jennings
(Drue Jennings)
Attorney-in-fact