THE KANSAS POWER AND LIGHT COMPANY
Certificate of Designations
for a Series of Preference Stock
designated as "7.58% Preference Stock"
Pursuant to Section 17-6401(g) of the
General Corporation Code of the State of Kansas
The Kansas Power and Light Company, a corporation of
the State of Kansas (hereinafter called the "Corporation"), by
James S. Haines, Jr., Executive Vice President and Chief
Administrative Officer, authorized to exercise the duties
ordinarily exercised by a Vice President, and an Assistant
Secretary, DOES HEREBY CERTIFY as follows:
1. That pursuant to Article VI of the Restated
Articles of Incorporation of the Corporation, as amended, the
Corporation is authorized to issue 4,000,000 shares of Preference
Stock, without par value, and the Board of Directors of the
Corporation is expressly authorized to fix, to the extent
permitted by law and said Article VI, the distinctive terms and
characteristics of any and all series of Preference Stock.
2. That the Board of Directors of the Corporation, at
a meeting duly convened and held on February 25, 1992, at which a
quorum was present and acting throughout, duly and unanimously
adopted the following resolutions authorizing the issuance of a
series of the Corporation's Preference Stock, and fixing the
designations, preferences and relative, participating, optional
and other rights and qualifications, limitations and restrictions
thereof other than those which would apply to all series of
Preference Stock of the Corporation (for a statement of which
reference is made to said Article VI) as follows:
WHEREAS, the Board of Directors of The Kansas
Power and Light Company, at a meeting duly called and
held on January 23, 1991, authorized and empowered the
proper officers of the Company to proceed to prepare
for the sale by the Company, of such number of shares
of the Company's authorized and unissued Preference
Stock, without par value (the "Preference Stock"), in
such amounts, up to $150,000,000 in value and at such
time, including but not limited to a "shelf
registration," as they deem appropriate and in the best
interest of the Company;
WHEREAS, on May 17, 1991 the Company filed a
registration statement on Form S-3, File No. 33-40527
(the "Registration Statement") with the Securities and
Exchange Commission ("SEC") to register for the shelf
1,500,000 shares of Preference Stock, which
Registration Statement was declared effective on
May 23, 1991;
WHEREAS, a Prospectus Supplement was filed with
the SEC on May 31, 1991 with respect to the public
offering of 1,000,000 shares of Preference Stock
designated as the "8.50% Preference Stock" (the "8.50%
Series") at $100 per share, the Underwriting Agreement
with respect to the purchase of such shares by the
Underwriters at a discount of $0.875 per share was
signed by the Company and the Underwriters on that date
and the closing for the purchase and sale pursuant
thereto was held on June 10, 1991;
WHEREAS, pursuant to the authority delegated to
the proper officers of the Company at the January 23,
1991 and February 25, 1992 meetings, said officers have
made arrangements with Dillon, Read & Co. Inc., as
representative (the "Representative") of a syndicate of
underwriters who are proposing to purchase the
remaining 500,000 shares of Preference Stock covered by
the Registration Statement pursuant to a firm
commitment underwriting agreement substantially in the
form executed with respect to the 8.50% Series;
WHEREAS, the Company's Restated Articles of
Incorporation, as amended, authorize the issuance in
series of shares of the Preference Stock and fix the
general terms and characteristics of such shares and
authorize the Board of Directors of the Company to fix
the distinctive terms and characteristics of any and
all series of the Preference Stock in a manner not
inconsistent with, and within the prescribed limits of,
the Restated Articles of Incorporation, as amended; and
NOW, THEREFORE, BE IT RESOLVED, that the Board of
Directors deems it desirable and in the best interests
of the Company to create a new series of Preference
Stock, without par value, consisting of the 500,000
additional shares of Preference Stock covered by the
Registration Statement and that such new series be
publicly offered and sold and issued by the Company;
FURTHER RESOLVED, that the following be, and it
hereby is, a statement of the designation and the
powers, preferences and rights, and the qualifications,
limitations and restrictions, of such series, subject
to the provisions set forth in the Restated Articles of
Incorporation, as amended (the "Articles"):
1. Designation. The Preference Stock created
and authorized hereby shall be designated as the "7.58%
Preference Stock" (the "7.58% Series"). The number of
shares constituting the 7.58% Series shall be 500,000
and no more.
2. Dividends. The rate per annum of dividends
on the 7.58% Series shall be $7.58 per share and
dividends thereon shall be cumulative from and
including the date of original issue on all shares
issued before July 1, 1992, which date shall be the
first dividend payment date for said shares, and
payable thereafter on the first day of January, April,
July and October of each year. For any period during
which any share of such series is outstanding less or
more than a full quarterly dividend period, the
dividends payable shall be computed on the basis of
twelve 30-day months and the actual number of days
elapsed in the period for which the dividends are
payable.
3. Optional Redemption. Subject to the
provisions of paragraph 4 hereof, the shares of the
7.58% Series shall be redeemable in whole or in part at
the option of the Company, subject to the terms,
provisions and effect as generally provided for
redemption of shares of the Company's Preference Stock
in the Articles, at a price of $107.58 per share if
such date is prior to April 1, 1993 and at the
following applicable prices per share during the
respective 12-month periods beginning on April 1 of the
years indicated:
12-Month Period Redemption 12-MonthPeriod
Redemption
Beginning Price Beginning Price
April 1 Per Share April 1 Per Share
1993 $106.82 1998 $103.03
1994 $106.06 1999 $102.27
1995 $105.31 2000 $101.52
1996 $104.55 2001 $100.76
1997 $103.79
and at $100 per share if redeemed on April 1, 2002 or
thereafter, plus, in each case, an amount equal to the
accrued but unpaid dividends on said shares to the date
of redemption; provided, however, that no shares of the
7.58% Series may be redeemed (otherwise than by sinking
fund redemption provided for in paragraph 4 hereof)
prior to April 1, 1997 if such redemption is for the
purpose of or in anticipation of refunding such shares
through the use, directly or indirectly, of funds
borrowed by the Company, or through the use, directly
or indirectly, of funds derived through the issuance by
the Company of stock ranking prior to or on a parity
with the 7.58% Series as to dividends or assets, if
such borrowed funds have an effective interest cost to
the Company (computed in accordance with generally
accepted financial practice and before deduction of
commissions and expenses) or such stock has an
effective dividend cost to the Company (so computed) of
less than 7.58% per annum.
In the case of an optional redemption of less than
all of the shares of the 7.58% Series at the time
outstanding, the Company shall select by lot the shares
so to be redeemed.
4. Sinking Fund Redemption. Notwithstanding the
provisions of paragraph 3 hereof, the shares of the
7.58% Series shall be subject to redemption as and for
a sinking fund as follows:
The Company shall redeem, out of funds legally
available therefor and otherwise in the manner
hereinafter provided, (i) 25,000 shares of the 7.58%
Series (or the number of shares then outstanding if
less than 25,000) on each April 1 of the, years 2002,
2003, 2004, 2005 and 2006, and (ii) 375,000 shares of
the 7.58% Series (or the number of shares then
outstanding if less than 375,000) on April 1, 2007
(each of the dates referred to (i) and (ii) above being
referred to as an "7.58% Series Sinking Fund Redemption
Date"), in each case at the sinking fund redemption
price of $100.00 per share, plus, as to each share so
redeemed, an amount equal to the accrued dividends
thereon to the date of redemption (the obligation of
the Company so to redeem the shares of the 7.58% Series
being hereinafter referred to as the "7.58% Series
Sinking Fund Obligation"). The 7.58% Series Sinking
Fund Obligation shall be cumulative. If on any 7.58%
Series Sinking Fund Redemption Date, the Company shall
be prevented from redeeming the full number of shares
required to be redeemed on that date, the 7.58% Series
Sinking Fund Obligation with respect to the shares not
redeemed shall carry forward and funds legally
available for redemption as aforesaid shall be applied
to such 7.58% Series Sinking Fund Obligation on each
succeeding Sinking Fund Redemption Date on which the
Company shall not be prevented from effecting such
redemption until all such shares shall have been
redeemed. In addition to the 7.58% Series Sinking Fund
Obligation, the Company shall have the option, which
shall be noncumulative, to redeem, upon authorization
of the Board of Directors of the Company and otherwise
in the manner hereinafter provided, on each 7.58%
Series Sinking Fund Redemption Date, at the sinking
fund redemption price of $100.00 per share, plus, as to
each share so redeemed, an amount equal to the accrued
dividends thereon to the date of redemption, up to
25,000 additional shares of the 7.58% Series. The
shares of the 7.58% Series which are to be the subject
of mandatory or optional sinking fund redemption shall
be selected by the Company by lot.
Notice of each sinking fund redemption shall be
given, and deposit of the aggregate sinking fund
redemption price may be made, subject to the terms,
provisions and effect as provided generally for
redemption of shares of the Company's Preference Stock
in the Articles. The Company shall be entitled, at its
election, to credit against its 7.58% Series Sinking
Fund Obligation any shares of the 7.58% Series redeemed
(other than shares of the 7.58% Series redeemed
pursuant to the 7.58% Series Sinking Fund Obligation or
optionally redeemed pursuant to this paragraph 4),
purchased or otherwise acquired and not previously
credited against the 7.58% Series Sinking Fund
Obligation.
5. Voluntary Liquidation, Dissolution or Winding
Up. In the event of the voluntary liquidation,
dissolution or winding up of the Company, the holders
of the 7.58% Series shall be entitled to receive (on a
pro rata basis with holders of any other series of
Preference Stock, from any assets and funds of the
Company remaining after payment of the debts and other
liabilities of the Company and after payment to the
holders of Preferred Stock of the preferential amount
or amounts to which such holders are entitled thereon)
for each share an amount equal to the then current
redemption price per share provided for under "Optional
Redemption" in paragraph 3 hereof plus, as to each
share, an amount equal to the accrued dividends thereon
to the date of distribution.
6. Involuntary Liquidation, Dissolution or
Winding Up. In the event of the involuntary
liquidation, dissolution or winding up of the Company,
the holders of the 7.58% Series shall be entitled to
receive (on a pro rata basis with holders of any other
series of Preference Stock, from any assets and funds
of the Company remaining after payment of the debts and
other liabilities of the Company and after payment to
the holders of Preferred Stock of the preferential
amount or amounts to which such holders are entitled
thereon) $100 for each share, which amount shall be
deemed to be the involuntary liquidation price per
share for the 7.58% Series, plus, as to each share, an
amount equal to the accrued dividends thereon to the
date of distribution.
7. Conversion Privileges. Shares of the 7.58%
Series shall not be convertible into any class, or
series of any class of, capital stock of the Company.
8. Negative Covenant. The Company hereby
covenants and agrees that, so long as any shares of the
7.58% Series are outstanding, it will not issue any
additional shares of preferred stock or any stock
convertible into such preferred stock.
IN WITNESS WHEREOF, The Kansas Power and Light Company
has made this Certificate under its seal and the hand of James S.
Haines, Jr., Executive Vice President and Chief Administrative
officer, authorized to exercise the duties ordinarily exercised
by a Vice President, and an Assistant Secretary, this 8th day of
April, 1992.
THE KANSAS POWER AND LIGHT COMPANY
By /s/ James S. Haines, Jr.
James S. Haines, Jr.
Executive Vice President and
Chief Administrative Officer
ATTEST:
/s/ Stacy F. Kramer
Stacy F. Kramer
Assistant Secretary
STATE OF KANSAS )
) ss:
COUNTY OF SHAWNEE )
BE IT REMEMBERED that on this 8th day of April, 1992,
before me, the undersigned, a Notary Public in and for the County
and State aforesaid, personally came James S. Haines, Jr.,
Executive Vice President and Chief Administrative Officer, of The
Kansas Power and Light Company, a corporation duly organized,
incorporated and existing under the laws of the State of Kansas,
who is personally known to me to be such officer, and who is
personally known to me to be the same person who executed as such
officer the above instrument in writing, and he duly acknowledge
execution of the same as Executive Vice President of said
corporation.
IN WITNESS WHEREOF, I have hereunto subscribed my name
and affixed my official seal the day and year last above written.
Notary Public
My Commission expires: