Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-707
KANSAS CITY POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)
Missouri 44-0308720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1201 Walnut, Kansas City, Missouri 64106-2124
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (816) 556-2200
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes (X) No ( )
The number of shares outstanding of the registrant's Common stock at July 28,
1995 was 61,902,083 shares.
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
KANSAS CITY POWER & LIGHT COMPANY
CONSOLIDATED BALANCE SHEETS
(thousands of dollars)
June 30 December 31
1995 1994
ASSETS
UTILITY PLANT, at original cost
Electric $3,344,454 $3,330,478
Less-accumulated depreciation 1,113,874 1,092,436
Net utility plant in service 2,230,580 2,238,042
Construction work in progress 62,386 57,294
Nuclear fuel, net of amortization of
$73,915 and $66,773 42,451 40,806
Total 2,335,417 2,336,142
REGULATORY ASSET - DEFERRED WOLF CREEK COSTS 13,569 18,752
REGULATORY ASSET - RECOVERABLE TAXES 120,000 120,000
INVESTMENTS AND NONUTILITY PROPERTY 136,893 98,429
CURRENT ASSETS
Cash and cash equivalents 21,301 20,217
Receivables
Customer accounts receivable 24,197 24,513
Other receivables 19,328 22,604
Fuel inventories, at average cost 19,314 16,570
Materials and supplies, at average cost 45,620 44,953
Prepayments 5,490 5,138
Deferred income taxes 4,095 1,444
Total 139,345 135,439
DEFERRED CHARGES
Regulatory assets
Settlement of fuel contracts 14,816 16,625
KCC Wolf Creek carrying costs 5,471 6,839
Other 24,589 27,909
Other deferred charges 11,749 10,262
Total 56,625 61,635
Total $2,801,849 $2,770,397
LIABILITIES
CAPITALIZATION
Common stock-authorized 150,000,000 shares
without par value-61,908,726 shares issued -
stated value $449,697 $449,697
Retained earnings 419,220 426,738
Capital stock premium and expense (1,725) (1,736)
Common stock equity 867,192 874,699
Cumulative preferred stock 89,000 89,000
Cumulative redeemable preferred stock 1,436 1,596
Long-term debt 837,564 798,470
Total 1,795,192 1,763,765
CURRENT LIABILITIES
Notes payable to banks 0 1,000
Commercial paper 14,000 31,000
Current maturities of long-term debt 43,288 33,419
Accounts payable 38,322 73,486
Dividends payable 423 423
Accrued taxes 55,019 24,684
Accrued interest 13,047 12,209
Accrued payroll and vacations 20,487 19,594
Accrued refueling outage costs 8,147 2,120
Other 7,643 7,221
Total 200,376 205,156
DEFERRED CREDITS
Deferred income taxes 641,008 644,139
Deferred investment tax credits 73,402 82,840
Other 91,871 74,497
Total 806,281 801,476
COMMITMENTS AND CONTINGENCIES
Total $2,801,849 $2,770,397
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
<TABLE>
KANSAS CITY POWER & LIGHT COMPANY
CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
Three Months Ended Year to Date Twelve Months Ended
June 30 June 30 June 30
1995 1994 1995 1994 1995 1994
(thousands of dollars)
<S> <C> <C> <C> <C> <C> <C>
ELECTRIC OPERATING REVENUES $ 205,305 $ 223,108 $ 404,211 $ 422,403 $ 850,080 $ 880,150
OPERATING EXPENSES
Operation
Fuel 33,045 35,331 67,764 73,340 129,530 143,893
Purchased power 7,586 8,065 14,318 14,547 33,700 33,565
Other 49,039 56,451 93,484 115,013 180,775 209,202
Maintenance 22,500 20,114 43,178 38,930 76,716 79,331
Depreciation 24,215 23,451 48,354 46,782 95,933 92,746
Taxes
Income 11,923 16,521 23,540 23,269 71,220 64,606
General 22,681 23,779 46,538 47,247 95,653 95,645
Amortization of:
MPSC rate phase-in plan 0 0 0 0 0 3,536
Deferred Wolf Creek costs 3,275 3,275 6,551 6,551 13,102 13,102
Total 174,264 186,987 343,727 365,679 696,629 735,626
OPERATING INCOME 31,041 36,121 60,484 56,724 153,451 144,524
OTHER INCOME AND DEDUCTIONS
Allowance for equity funds
used during construction 505 639 740 1,112 1,715 2,707
Miscellaneous (3,457) (2,008) 3,111 (1,885) 837 (3,263)
Income taxes 4,110 1,324 3,774 1,403 6,943 2,407
Total 1,158 (45) 7,625 630 9,495 1,851
INCOME BEFORE INTEREST CHARGES 32,199 36,076 68,109 57,354 162,946 146,375
INTEREST CHARGES
Long-term debt 12,890 10,387 25,223 20,767 48,418 44,294
Short-term notes 471 398 1,091 736 1,525 1,065
Miscellaneous 639 1,131 1,257 2,319 3,066 4,504
Allowance for borrowed funds
used during construction (497) (616) (1,045) (1,135) (1,754) (2,396)
Total 13,503 11,300 26,526 22,687 51,255 47,467
PERIOD RESULTS
Net income 18,696 24,776 41,583 34,667 111,691 98,908
Preferred stock
dividend requirements 1,022 835 2,048 1,642 3,863 3,193
Earnings available for
common stock 17,674 23,941 39,535 33,025 107,828 95,715
Average number of common
shares outstanding 61,902 61,902 61,902 61,905 61,902 61,907
Earnings per common share $0.29 $0.38 $0.64 $0.53 $1.74 $1.55
Cash dividends per
common share $0.38 $0.37 $0.76 $0.74 $1.52 $1.48
<F1>
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>
KANSAS CITY POWER & LIGHT COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(thousands of dollars)
Year to Date Twelve Months Ended
June 30 June 30
1995 1994 1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 41,583 $ 34,667 $111,691 $ 98,908
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation 48,354 46,782 95,933 92,746
Amortization of:
Nuclear fuel 7,142 5,425 11,853 11,065
Deferred Wolf Creek costs 6,551 6,551 13,102 13,102
MPSC rate phase-in plan 0 0 0 3,536
Other 4,065 5,136 8,537 9,341
Deferred income taxes (net) (5,782) 4,007 10,735 6,834
Deferred investment tax credit
amortization and reversals (9,438) (2,173) (11,610) (4,345)
Allowance for equity funds used
during construction (740) (1,112) (1,715) (2,707)
Cash flows affected by changes in:
Receivables 3,592 (12,741) 17,876 (15,836)
Fuel inventories (2,744) (334) (4,430) 4,818
Materials and supplies (667) (873) (590) (773)
Accounts payable (35,164) (17,131) (3,968) (1,561)
Accrued taxes 30,335 6,834 20,385 6,617
Accrued interest 838 (3,816) 1,288 (3,173)
Wolf Creek refueling outage
accrual 6,027 6,225 (5,340) 12,387
Pension and postretirement benefit
obligations 651 30,574 2,280 30,906
Other operating activities (3,269) 1,616 (7,745) 603
Net cash provided by operating
activites 91,334 109,637 258,282 262,468
CASH FLOWS FROM INVESTING ACTIVITIES
Construction expenditures (52,046) (62,453) (114,558) (130,888)
Allowance for borrowed funds used
during construction (1,045) (1,135) (1,754) (2,396)
Purchases of investments (23,098) (22,647) (68,011) (24,777)
Other investing activities 3,636 4,392 4,868 12,724
Net cash used in investing
activities (72,553) (81,843) (179,455) (145,337)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of long-term debt 82,382 48,955 167,220 140,801
Repayment of long-term debt (33,419) (117,170) (86,419) (156,650)
Special deposits 0 60,118 0 0
Net change in short-term borrowings (18,000) 33,000 (48,000) 1,000
Dividends paid (49,101) (47,427) (97,912) (94,781)
Other financing activities 441 699 77 (1,055)
Net cash used in financing
activities (17,697) (21,825) (65,034) (110,685)
NET CHANGE IN CASH AND CASH
EQUIVALENTS 1,084 5,969 13,793 6,446
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 20,217 1,539 7,508 1,062
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $21,301 $7,508 $21,301 $7,508
CASH PAID DURING THE PERIOD FOR:
Interest, net of amount capitalized $24,885 $25,186 $47,945 $47,977
Income taxes $13,649 $23,143 $44,226 $53,505
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
KANSAS CITY POWER & LIGHT COMPANY
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
(thousands of dollars)
Year to Date Twelve Months Ended
June 30 June 30
1995 1994 1995 1994
Beginning balance $426,738 $418,201 $405,441 $401,314
Net income 41,583 34,667 111,691 98,908
468,321 452,868 517,132 500,222
Dividends declared 49,101 47,427 97,912 94,781
Ending balance $419,220 $405,441 $419,220 $405,441
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
KANSAS CITY POWER & LIGHT COMPANY
Notes to Consolidated Financial Statements
In management's opinion, the consolidated interim financial statements
reflect all adjustments (which include only normal recurring adjustments)
necessary to present fairly the results of operations for the interim periods
presented. These statements and notes should be read in connection with the
financial statements and related notes included in the Company's 1994 annual
report filed with the Securities and Exchange Commission on Form 10-K.
1. CAPITALIZATION
A subsidiary of the Company, KLT Inc., entered into a long-term revolving
line of credit agreement totaling $65 million. The agreement expires in 1998
and is collateralized by the capital stock of KLT Inc.'s direct subsidiaries.
As of June 30, 1995, $9 million had been borrowed against this line of credit.
During 1995, KLT Investments Inc. financed approximately $15 million of
affordable housing limited partnership investments. These notes have interest
rates ranging from 8.2% to 9.6% and maturity dates through 2004. As of June
30, 1995, KLT Investments had subscribed for an additional $8 million
investment in these partnerships. The subscriptions, which are reflected in
the Consolidated Balance Sheets as Investments and Nonutility Property with the
related liabilities in Deferred Credits - Other, include $3 million which were
converted to notes from July 1 through August 1, 1995 and $5 million to be
converted by October 1, 1995.
From December 31, 1994 to June 30, 1995, the amount of Medium-Term Notes
(Notes) outstanding has increased by $29 million. As of June 30, 1995,
$98 million of Notes remained available for issuance under a shelf
registration.
2. COMMITMENTS AND CONTINGENCIES
ENVIRONMENTAL MATTERS
Interstate Power Company of Dubuque, Iowa (Interstate) filed a lawsuit in
1989 against the Company in the Federal District Court for the District of Iowa
seeking from the Company contribution and indemnity under the Superfund law for
cleanup costs of hazardous substances at the site of a demolished gas
manufacturing plant in Mason City, Iowa. The plant was operated by the Company
for very brief periods of time before it was demolished in 1952. The site and
all other properties the Company owned in Iowa were sold to Interstate in 1957.
The Company estimates the cleanup could cost up to $10 million. The Court has
set the issue of the allocation of cleanup costs among the parties for trial in
September 1995. Based upon an evaluation of available information from on-
going site investigation and assessment activities, including the costs of
those activities, management believes its share of the estimated cleanup costs
will be between $1 and $4 million.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
REGULATION AND COMPETITION
The electric utility industry is undergoing fundamental changes in
response to increasing competition. To achieve its desired market position in
this changing environment, the Company is continually modifying its business
processes to operate more efficiently and cost effectively, and is developing
energy related businesses through its subsidiary, KLT Inc. To take advantage
of opportunities presented through increased competition, the Company may
consider various business strategies including partnerships, acquisitions,
combinations, additions to or dispositions of service territory, and
restructuring of wholesale and retail businesses.
The National Energy Policy Act of 1992 (NEPA) gave the Federal Energy
Regulatory Commission (FERC) the authority to require electric utilities to
provide wholesale transmission line access (wholesale wheeling) to independent
power producers (IPPs) and other utilities. Although NEPA prohibits FERC from
ordering retail wheeling (allowing retail customers to select a different power
producer and use the transmission facilities of the host utility to deliver the
energy), it does not prevent the state commissions from doing so. The state
commissions however, may be preempted by other provisions of the Federal Power
Act or relevant provisions of state laws.
Although the Missouri Public Service Commission (MPSC) and the Kansas
Corporation Commission (KCC) have not changed regulatory policy relating to
mandated wholesale or retail competition, certain other state commissions are
actively planning the transition to a competitive environment. If retail
wheeling were allowed or mandated, the competition would present growth
opportunities for low-cost energy producers and risks for higher-cost producers
with large industrial customers able to select less expensive providers. The
loss of major customers could result in under-utilized assets (stranded
investment) placing a costly burden on the remaining customer base or
shareholders if those costs are not recovered from the departing customers as
part of the charge for their transmission service. The Company believes it is
positioned well and has a diverse customer mix with approximately 16% of total
sales derived from industrial customers as compared to the utility average of
approximately 35%. Its industrial rates are competitively priced compared to
the regional average and its rate structure allows flexibility in setting
rates. In addition, long-term contracts are in place or under negotiation for
a significant portion of the Company's industrial sales.
Increased competition could also force utilities to change accounting
methods. Financial Accounting Standards Board (FASB) Statement No. 71-
Accounting for Certain Types of Regulation, applies to regulated entities whose
rates are designed to recover the costs of providing service. An entity's
operations could cease to meet the requirements of FASB 71 for various reasons,
including a change in regulation or a change in the competitive environment for
a company's regulated services. For those operations no longer meeting the
requirements of regulatory accounting, regulatory assets would be written off
and other assets adjusted and evaluated for impairment. In a competitive
environment, asset recoverability would be determined using market-based rates
which could be lower than traditional cost-based rates. The Company has not
had direct competition for retail electric service in its service territory
although there has been competition in the bulk power market and between
alternative fuels. The Company's regulatory assets will be maintained as long
as it continues to meet the requirements of FASB 71.
NON-REGULATED OPPORTUNITIES
KLT Inc. was formed in 1992 as a holding company to pursue non-regulated,
energy related business ventures to supplement the growth from electric utility
operations. As of June 30, 1995, the consolidated assets of KLT Inc. totaled
approximately $124 million, including capital contributions from Kansas City
Power & Light Company of $37 million. Management anticipates total subsidiary
assets of up to $800 million within the next five to ten years, consisting of
approximately $200 million in capital investment from Kansas City Power & Light
Company and the remainder through subsidiary borrowings.
RESULTS OF OPERATIONS
Three month period: three months ended June 30, 1995 compared
to three months ended June 30, 1994
Six month period: six months ended June 30, 1995 compared
to six months ended June 30, 1994
Twelve month period: twelve months ended June 30, 1995
compared to twelve months ended June 30,
1994
EARNINGS OVERVIEW
Weather continued to be milder than normal during the second quarter of
1995. Based on a statistical relationship between kwh sales and the
differences in actual and normal temperatures, the Company estimates the effect
of abnormal weather on each period was as follows:
Three Month Six Month Twelve Month
Period Period Period
1995 1994 1995 1994 1995 1994
Estimated effects
of abnormal weather
on EPS $(0.06) $ 0.02 $(0.08) $ 0.02 $(0.18) $(0.07)
EPS for the three month period decreased to $0.29 from $0.38 reflecting
milder weather, decreased bulk power sales, lower priced industrial sales and
several unplanned costs. Unplanned costs during the second quarter of 1995
included repairs of the June storm damage, increased fuel costs due to an
inventory adjustment, an extended coal plant maintenance outage and the
Company's share of Wolf Creek Generating Station's (Wolf Creek) voluntary early
retirement program costs. Savings associated with Wolf Creek's early
retirement program are expected to offset program costs in less than two years.
EPS for the 1994 three months ended includes a $0.10 charge for the Company's
voluntary retirement plan.
EPS for the six month period increased to $0.64 from $0.53 and EPS for the
twelve month period increased to $1.74 from $1.55. In addition to the $0.24
EPS impact of the early retirement program on the six months ended June 30,
1994, reduced by a $0.02 adjustment during the fourth quarter of 1994, EPS for
the 1995 periods were positively affected by a gain of $0.08 realized from the
sale of unit train cars during the first quarter of 1995. These increases were
offset by the effects of the milder weather and other EPS reductions discussed
above.
KILOWATT (KWH) SALES AND OPERATING REVENUES
Sales and revenue data:
(revenues in millions)
Increase (Decrease) From Prior Year
Three Month Six Month Twelve Month
Period Period Period
KWH Revenues KWH Revenues KWH Revenues
Retail Sales:
Residential (8)% $(5) (3)% $(4) (2)% $(7)
Commercial (6)% (5) (1)% (1) 1 % (3)
Industrial - % (2) 2 % (4) 2 % (9)
Other (5)% - (5)% - (5)% -
Total Retail (5)% (12) (1)% (9) - % (19)
Sales for Resale:
Bulk Power Sales (28)% (6) (22)% (8) (15)% (9)
Other (23)% - (26)% (1) (30)% (2)
Total Operating
Revenues $(18) $(18) $(30)
During April and May of 1995, the classification of approximately 600 net
commercial customers was changed to industrial to more appropriately reflect
their business operations. The subsequent effect of this change resulted in
the reclassification of approximately $1.4 million (20 million kwh sales) from
commercial to industrial sales. Prior periods have not been restated.
Effective January 1, 1994, Missouri retail rates were reduced 2.66%, or
approximately $12.5 million annually, resulting from the end of the Wolf Creek
rate phase-in amortization. Approximately two-thirds of the Company's retail
sales are to Missouri customers. Other tariffs have not changed materially
since 1988. However, the amortization of the Regulatory Asset-Deferred Wolf
Creek Costs ends in 1996 and may result in future rate adjustments.
Milder weather decreased retail kwh sales and revenues for all three
periods despite continued customer growth in all sectors. Decreases in
industrial revenues reflect customized long-term sales contracts with major
industrial customers. Long-term contracts are in place or under negotiation
for a significant portion of the Company's industrial sales. These contracts
are designed to enhance the Company's competitive position and improve overall
power generating efficiencies and load factors, while boosting consumption and
providing short-term and long-term capacity savings.
Bulk power sales vary with generating unit and purchased power
availability, fuel costs and the requirements of other electric systems. A
combination of conditions in 1994 allowed the Company to benefit from record
bulk power sales in that year.
Total revenue per kwh sold varies with changes in the mix of kwh sales
among customer classifications and the effect on certain classifications of
declining price per kwh as usage increases. An automatic fuel adjustment
provision applies to less than 1% of revenues.
Future kwh sales and revenues per kwh will be affected by national and
local economic conditions, weather conditions and customer conservation
efforts. Competitive forces, including alternative sources of energy such as
natural gas, cogeneration, IPPs and other electric utilities, may also affect
future sales and revenues.
FUEL AND PURCHASED POWER
Combined fuel and purchased power expenses decreased for all three periods
due to reduced total kwh sales and lower delivered coal costs. These decreases
are partially offset by $2 million additional costs resulting from the
difference between coal inventory adjustments during 1995 and 1994.
The Company's delivered coal cost is about two-thirds that of the regional
average. Reduced freight rates during the 1995 periods and favorable spot
market conditions during the twelve month period contributed to the lower
delivered coal costs. Spot market purchases allowed the Company to acquire
coal at prices below long-term contract rates. However, due to increasing
demand for low-sulfur coal, the Company is again securing a larger percentage
of coal through medium-term agreements.
The savings from lower delivered coal costs are partially offset by an
increase in the cost of nuclear fuel. Despite this increase, the price of
nuclear fuel averaged only 44% the price of coal over the twelve months ended
June 30, 1995. During the twelve months ended June 30, 1994, the price of
nuclear fuel averaged 37% the price of coal. Coal accounts for approximately
75% of generation and nuclear fuel about 25%.
For the twelve month period, lower replacement power expenses associated
with accrued Wolf Creek refueling and maintenance outages also contributed to
lower combined fuel and purchased power expenses. Replacement power expenses
decreased $2 million for the twelve month period reflecting Wolf Creek's 47 day
outage in 1994, a plant record.
The Company has entered into capacity purchase contracts to provide a cost-
effective alternative to constructing new capacity. These purchases partially
offset the decreases in purchased power from reduced kwh sales.
OTHER OPERATION AND MAINTENANCE EXPENSES
Combined other operation and maintenance expenses for the three, six and
twelve month periods decreased primarily due to the costs and subsequent
savings from the 1994 voluntary early retirement program. These decreases were
partially offset by the Company's $2 million share of Wolf Creek's voluntary
early retirement program recorded during the second quarter of 1995. Similar
to the Company's program, this charge is expected to be recovered within two
years through reduced salaries and benefits. The second quarter of 1995 also
included unplanned costs for repair expenses associated with June storm damage
and the extension of a coal plant maintenance outage. The timing of the
Company's normal maintenance program also caused fluctuations in maintenance
expense.
The Company continues to place increased emphasis on new technologies,
improved methods and cost control. Processes are being changed to provide
increased efficiencies and improved operations. Through the use of cellular
technology, a majority of customer meters will be read automatically by the end
of 1996. These types of changes have allowed the Company to assimilate work
performed by those who elected to participate in the early retirement program.
INCOME TAXES
The Company reached a settlement with the Internal Revenue Service (IRS)
regarding issues arising from an audit of the 1985 through 1988 tax returns.
Based on an internal calculation of the federal and state liabilities under the
terms of the settlement, management transferred approximately $10 million from
deferred income taxes and investment tax credits to accrued taxes.
Accelerated tax depreciation on Wolf Creek's original construction costs
ended in 1995. This deduction reduced the Company's prior years' tax payments
by approximately $30 million per year.
OTHER INCOME AND DEDUCTIONS
The six and twelve months ended June 30, 1995, include an $8 million gain
recorded from the sale of steel unit train cars which were replaced by leased
aluminum train cars. Aluminum cars are lighter-weight and offer more coal
capacity contributing to lower delivered coal prices. The current periods also
reflect charitable contributions provided to local organizations during the
second quarter of 1995.
During the first two quarters of 1995 the Company accrued tax credits of
$2 million representing one-half of the total expected 1995 credits related to
existing investments in affordable housing partnerships. Non-taxable increases
in the cash surrender value of corporate-owned life insurance contracts also
affect the relationship between miscellaneous income and income taxes.
INTEREST CHARGES
The increases in interest expense during all three periods reflect higher
average levels of long-term debt outstanding as well as higher weighted-average
interest rates. The higher average level of outstanding debt is due to
subsidiary investments in affordable housing partnerships. The tax benefits
provided by these investments essentially offset the related increase in
interest expense for the 1995 periods.
ENVIRONMENTAL MATTERS
See Note 2 to the Consolidated Financial Statements-Commitments and
Contingencies-Environmental Matters for a discussion of costs of compliance
with environmental laws and regulations and a potential liability (which the
Company believes is not material to its financial condition or results of
operations) for cleanup costs under the Superfund law.
WOLF CREEK
Wolf Creek is one of the Company's principal generating facilities
representing approximately 18% of accredited generating capacity. The plant's
operating performance has remained strong, contributing approximately 25% of
the Company's annual kwh generation while operating on average above 80% of
capacity over the last three years. It has the lowest fuel cost of any of the
Company's generating units. The plant's next refueling and maintenance outage
is scheduled for the spring of 1996.
An extended shut-down of Wolf Creek could have a substantial adverse
effect on the Company's business, financial condition and results of
operations. Higher replacement power and other costs would be incurred as a
result. Although not expected, an unscheduled plant shut-down could be caused
by actions of the Nuclear Regulatory Commission reacting to safety concerns at
the plant or other similar nuclear facilities. If a long-term shut-down
occurred, the state regulatory commissions could consider reducing rates by
excluding Wolf Creek investment from rate base.
Ownership and operation of a nuclear generating unit exposes the Company
to potential retrospective assessments and property losses in excess of
insurance coverage.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its Annual Meeting on May 2, 1995. The
following directors were elected by cumulative voting to hold
office until the next Annual Meeting of Shareholders in 1996:
Abstentions
(Withheld Authority)
Votes Cast to Vote for All
For Directors
David L. Bodde 55,919,390 426,624
William H. Clark 55,956,442 426,624
Robert J. Dineen 56,060,324 426,624
Arthur J. Doyle 55,892,033 426,624
W. Thomas Grant II 55,911,326 426,624
Drue Jennings 56,132,548 426,624
George E. Nettels, Jr. 56,110,108 426,624
Linda Hood Talbott 56,071,349 426,624
Robert H. West 56,120,486 426,624
The appointment of Coopers & Lybrand as independent auditors
was also ratified by the following vote:
For 55,615,739
Against 282,978
Abstentions 547,241
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) By-laws of the Company as amended June 15, 1995.
(b) No reports on Form 8-K have been filed for the quarter ended
June 30, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
KANSAS CITY POWER & LIGHT COMPANY
Dated: August 3, 1995 /s/Drue Jennings
(Drue Jennings)
(Chief Executive Officer)
Dated: August 3, 1995 /s/Neil Roadman
(Neil Roadman)
(Principal Accounting Officer)
Exhibit 6-a
KANSAS CITY POWER & LIGHT COMPANY
BY-LAWS
AS AMENDED JUNE 15, 1995
<PAGE>
KANSAS CITY POWER & LIGHT COMPANY
BY-LAWS
ARTICLE I
Offices
Section 1. The registered office of the Company in the State of
Missouri shall be at 1201 Walnut, in Kansas City, Jackson County,
Missouri.
Section 2. The Company also may have offices at such other places
either within or without the State of Missouri as the Board of Directors
may from time to time determine or the business of the Company may
require.
ARTICLE II
Shareholders
Section 1. All meetings of the shareholders shall be held at such
place within or without the State of Missouri as may be selected by the
Board of Directors or Executive Committee at a meeting held not less
than thirty (30) days prior to such shareholders' meeting, but if the
Board of Directors or Executive Committee shall fail to designate a
place for said meeting to be held, then the same shall be held at the
principal place of business of the Company.
Section 2. An annual meeting of the shareholders shall be held on
the first Tuesday of May in each year, if not a legal holiday, and if a
legal holiday, then on the first succeeding day which is not a legal
holiday or Sunday, at ten o'clock in the forenoon, for the purpose of
electing directors of the Company and transacting such other business as
may properly be brought before the meeting.
Section 3. Unless otherwise expressly provided in the Restated
Articles of Consolidation of the Company with respect to the Cumulative
Preferred Stock, Cumulative No Par Preferred Stock or Preference Stock,
special meetings of the shareholders may only be called by the Chairman
of the Board, by the President or at the request in writing of a
majority of the Board of Directors. Special meetings of shareholders of
the Company may not be called by any other person or persons.
Section 4. Written or printed notice of each meeting of the
shareholders, annual or special, shall be given in the manner provided
in the corporation laws of the State of Missouri. In case of a call for
any special meeting, the notice shall state the time, place and purpose
of such meeting.
Any notice of a shareholders' meeting sent by mail shall be deemed
to be delivered when deposited in the United States mail with postage
thereon prepaid addressed to the shareholder at his address as it
appears on the records of the Company.
In addition to the written or printed notice provided for in the
first paragraph of this Section, published notice of each meeting of
shareholders shall be given in such manner and for such period of time
as may be required by the laws of the State of Missouri at the time such
notice is required to be given.
Section 5. Attendance of a shareholder at any meeting shall
constitute a waiver of notice of such meeting except where a shareholder
attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called
or convened.
Section 6. At least ten days before each meeting of the
shareholders, a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order with the address of and the
number of shares held by each, shall be prepared by the officer having
charge of the transfer book for shares of the Company. Such list, for a
period of ten days prior to such meeting, shall be kept on file at the
registered office of the Company and shall be subject to inspection by
any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any shareholder during
the whole time of the meeting. The original share ledger or transfer
book, or a duplicate thereof kept in the State of Missouri, shall be
prima facie evidence as to who are the shareholders entitled to examine
such list or share ledger or transfer book or to vote at any meeting of
shareholders.
Failure to comply with the requirements of this Section shall not
affect the validity of any action taken at any such meeting.
Section 7. Each outstanding share entitled to vote under the
provisions of the articles of consolidation of the Company shall be
entitled to one vote on each matter submitted at a meeting of the
shareholders. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after eleven months from the
date of its execution, unless otherwise provided in the proxy.
At any election of directors of the Company, each holder of
outstanding shares of any class entitled to vote thereat shall have the
right to cast as many votes in the aggregate as shall equal the number
of shares of such class held, multiplied by the number of directors to
be elected by holders of shares of such class, and may cast the whole
number of votes, either in person or by proxy, for one candidate, or
distribute them among two or more candidates as such holder shall elect.
Section 8. At any meeting of shareholders, a majority of the
outstanding shares entitled to vote represented in person or by proxy
shall constitute a quorum for the transaction of business, except as
otherwise provided by statute or by the articles of consolidation or by
these By-laws. The holders of a majority of the shares represented in
person or by proxy and entitled to vote at any meeting of the
shareholders shall have the right successively to adjourn the meeting to
a specified date not longer than ninety days after any such adjournment,
whether or not a quorum be present. The time and place to which any
such adjournment is taken shall be publicly announced at the meeting,
and no notice need be given of any such adjournment to shareholders not
present at the meeting. At any such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted at the meeting as originally called.
Section 9. The vote for directors and the vote on any other
question that has been properly brought before the meeting in accordance
with these By-laws shall be by ballot. Each ballot cast by a
shareholder must state the name of the shareholder voting and the number
of shares voted by him and if such ballot be cast by a proxy, it must
also state the name of such proxy. All elections and all other
questions shall be decided by plurality vote, unless the question is one
on which by express provision of the statutes or of the articles of
consolidation or of these By-laws a different vote is required, in which
case such express provision shall govern and control the decision of
such question.
Section 10. The Chairman of the Board, or in his absence the
President of the Company, shall convene all meetings of the shareholders
and shall act as chairman thereof. The Board of Directors may appoint
any shareholder to act as chairman of any meeting of the shareholders in
the absence of the Chairman of the Board and the President, and in the
case of the failure of the Board so to appoint a chairman, the
shareholders present at the meeting shall elect a chairman who shall be
either a shareholder or a proxy of a shareholder.
The Secretary of the Company shall act as secretary of all
meetings of shareholders. In the absence of the Secretary at any
meeting of shareholders, the presiding officer may appoint any person to
act as secretary of the meeting.
Section 11. At any meeting of shareholders where a vote by ballot
is taken for the election of directors or on any proposition, the person
presiding at such meeting shall appoint not less than two persons, who
are not directors, as inspectors to receive and canvass the votes given
at such meeting and certify the result to him. Subject to any statutory
requirements which may be applicable, all questions touching upon the
qualification of voters, the validity of proxies, and the acceptance or
rejection of votes shall be decided by the inspectors. In case of a tie
vote by the inspectors on any question, the presiding officer shall
decide the issue.
Section 12. Unless otherwise provided by statute or by the
articles of consolidation, any action required to be taken by
shareholders may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter
thereof.
Section 13. No business may be transacted at an annual meeting of
shareholders, other than business that is either (a) specified in the
notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the annual meeting by or
at the direction of the Board of Directors (or any duly authorized
committee thereof) or (c) otherwise properly brought before the annual
meeting by any shareholder of the Company (i) who is a shareholder of
record on the date of the giving of the notice provided for in this
Section 13 and on the record date for the determination of shareholders
entitled to vote at such annual meeting and (ii) who complies with the
notice procedure set forth in this Section 13.
In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a shareholder, such
shareholder must have given timely notice thereof in proper written
form to the Secretary of the Company.
To be timely, a shareholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices
of the Company not less than sixty (60) days nor more than ninety (90)
days prior to the date of the annual meeting of shareholders; provided,
however, that in the event that less than seventy (70) days' notice or
prior public disclosure of the date of the meeting is given to
shareholders, notice by the shareholder to be timely must be so received
not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was
mailed or such public disclosure of the date of the annual meeting was
made, whichever first occurs.
To be in proper written form, a shareholder's notice to the
Secretary must set forth as to each matter such shareholder proposes to
bring before the annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and record
address of such shareholder, (iii) the class or series and number of
shares of capital stock of the Company that are owned beneficially or of
record by such shareholder, (iv) a description of all arrangements or
understandings between such shareholder and any other person or persons
(including their names) in connection with the proposal of such business
by such shareholder and any material interest of such shareholder in
such business and (v) a representation that such shareholder intends to
appear in person or by proxy at the annual meeting to bring such
business before the meeting.
No business shall be conducted at the annual meeting of
shareholders except business brought before the annual meeting in
accordance with the procedures set forth in this Section 13, provided,
however, that, once business has been properly brought before the annual
meeting in accordance with such procedures, nothing in this Section 13
shall be deemed to preclude discussion by any shareholder of any such
business. If the Chairman of an annual meeting determines that business
was not properly brought before the annual meeting in accordance with
the foregoing procedures, the Chairman shall declare to the meeting that
the business was not properly brought before the meeting and such
business shall not be transacted.
ARTICLE III
Board of Directors
Section 1. The property, business and affairs of the Company
shall be managed and controlled by a Board of Directors which may
exercise all such powers of the Company and do all such lawful acts and
things as are not by statute or by the articles of consolidation or by
these By-laws directed or required to be exercised or done by the
shareholders.
Section 2. The Board of Directors shall consist of nine directors
who shall be elected at the annual meeting of the shareholders. Each
director shall be elected to serve until the next annual meeting of the
shareholders and until his successor shall be elected and qualified.
Directors need not be shareholders.
Section 3. In case of the death or resignation of one or more of
the directors of the Company, a majority of the remaining directors,
though less than a quorum, may fill the vacancy or vacancies until the
successor or successors are elected at a meeting of the shareholders. A
director may resign at any time and the acceptance of his resignation
shall not be required in order to make it effective.
Section 4. The Board of Directors may hold its meetings either
within or without the State of Missouri at such place as shall be
specified in the notice of such meeting.
Section 5. Regular meetings of the Board of Directors shall be
held as the Board of Directors by resolution shall from time to time
determine. The Secretary or an Assistant Secretary shall give at least
five days' notice of the time and place of each such meeting to each
director in the manner provided in Section 9 of this Article III. The
notice need not specify the business to be transacted.
Section 6. Special meetings of the Board of Directors shall be
held whenever called by the Chairman of the Board, the President or
three members of the Board and shall be held at such place as shall be
specified in the notice of such meeting. Notice of such special meeting
stating the place, date and hour of the meeting shall be given to each
director either by mail not less than forty-eight (48) hours before the
date of the meeting, or personally or by telephone, telecopy, telegram,
telex or similar means of communication on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such
meeting may deem necessary or appropriate in the circumstances.
Section 7. A majority of the full Board of Directors as
prescribed in these By-laws shall constitute a quorum for the
transaction of business. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of
the Board of Directors. If a quorum shall not be present at any meeting
of the directors, the directors present may adjourn the meeting from
time to time, without notice other than announcement at the meeting,
until a quorum shall be present. Members of the Board of Directors or
of any committee designated by the Board of Directors may participate in
a meeting of the Board or committee by means of conference telephone or
similar communications equipment whereby all persons participating in
the meeting can hear each other, and participation in a meeting in this
manner shall constitute presence in person at the meeting.
Section 8. The Board of Directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any
personal interest of any of its members, shall have authority to
establish reasonable compensation for directors. Compensation for
nonemployee directors may include both a stated annual retainer and a
fixed fee for attendance at each regular or special meeting of the
Board. Nonemployee members of special or standing committees of the
Board may be allowed a fixed fee for attending committee meetings. Any
director may serve the Company in any other capacity and receive
compensation therefor. Each director may be reimbursed for his
expenses, if any, in attending regular and special meetings of the Board
and committee meetings.
Section 9. Whenever under the provisions of the statutes or of
the articles of consolidation or of these By-laws, notice is required to
be given to any director, it shall not be construed to require personal
notice, but such notice may be given by telephone, telecopy, telegram,
telex or similar means of communication addressed to such director at
such address as appears on the books of the Company, or by mail by
depositing the same in a post office or letter box in a postpaid, sealed
wrapper addressed to such director at such address as appears on the
books of the Company. Such notice shall be deemed to be given at the
time when the same shall be thus telephoned, telecopied, telegraphed or
mailed.
Attendance of a director at any meeting shall constitute a waiver
of notice of such meeting except where a director attends a meeting for
the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
Section 10. The Board of Directors may by resolution provide for
an Executive Committee of said Board, which shall serve at the pleasure
of the Board of Directors and, during the intervals between the meetings
of said Board, shall possess and may exercise any or all of the powers
of the Board of Directors in the management of the business and affairs
of the corporation, except with respect to any matters which, by
resolution of the Board of Directors, may from time to time be reserved
for action by said Board.
Section 11. The Executive Committee, if established by the Board,
shall consist of the Chief Executive Officer of the Company and two or
more additional directors, who shall be elected by the Board of
Directors to serve at the pleasure of said Board until the first meeting
of the Board of Directors following the next annual meeting of
shareholders and until their successors shall have been elected.
Vacancies in the Committee shall be filled by the Board of Directors.
Section 12. Meetings of the Executive Committee shall be held
whenever called by the chairman or by a majority of the members of the
committee, and shall be held at such time and place as shall be
specified in the notice of such meeting. The Secretary or an Assistant
Secretary shall give at least one day's notice of the time, place and
purpose of each such meeting to each committee member in the manner
provided in Section 9 of this Article III, provided, that if the meeting
is to be held outside of Kansas City, Missouri, at least three days'
notice thereof shall be given.
Section 13. At all meetings of the Executive Committee, a
majority of the committee members shall constitute a quorum and the
unanimous act of all the members of the committee present at a meeting
where a quorum is present shall be the act of the Executive Committee.
All action by the Executive Committee shall be reported to the Board of
Directors at its meeting next succeeding such action.
Section 14. In addition to the Executive Committee provided for
by these By-laws, the Board of Directors, by resolution adopted by a
majority of the whole Board of Directors, (i) shall designate, as
standing committees, an Audit Committee and a Nominating & Compensation
Committee, each to consist of three or more nonemployee directors, and
(ii) may designate one or more special committees, each consisting of
two or more directors. Each standing or special committee shall have
and may exercise so far as may be permitted by law and to the extent
provided in such resolution or resolutions or in these By-laws, the
responsibilities of the business and affairs of the corporation. The
Board of Directors may, at its discretion, appoint qualified directors
as alternate members of a standing or special committee to serve in the
temporary absence or disability of any member of a committee. Except
where the context requires otherwise, references in these By-laws to the
Board of Directors shall be deemed to include the Executive Committee, a
standing committee or a special committee of the Board of Directors duly
authorized and empowered to act in the premises.
Section 15. Each standing or special committee shall record and
keep a record of all its acts and proceedings and report the same from
time to time to the Board of Directors.
Section 16. Regular meetings of any standing or special
committee, of which no notice shall be necessary, shall be held at such
times and in such places as shall be fixed by majority of the committee.
Special meetings of a committee shall be held at the request of any
member of the committee. Notice of each special meeting of a committee
shall be given not later than one day prior to the date on which the
special meeting is to be held. Notice of any special meeting need not
be given to any member of a committee, if waived by him in writing or by
telegraph before or after the meeting; and any meeting of a committee
shall be a legal meeting without notice thereof having been given, if
all the members of the committee shall be present.
Section 17. A majority of any committee shall constitute a quorum
for the transaction of business, and the act of a majority of those
present, by telephone conference call or otherwise, at any meeting at
which a quorum is present shall be the act of the committee. Members of
any committee shall act only as a committee and the individual members
shall have no power as such.
Section 18. The members or alternates of any standing or special
committee shall serve at the pleasure of the Board of Directors.
Section 19. If all the directors severally or collectively shall
consent in writing to any action which is required to be or may be taken
by the directors, such consents shall have the same force and effect as
a unanimous vote of the directors at a meeting duly held. The Secretary
shall file such consents with the minutes of the meetings of the Board
of Directors.
Section 20. Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors of the
Company, except as may be otherwise provided in the Restated Articles of
Consolidation of the Company with respect to the right of holders of
Preferred Stock to nominate and elect a specified number of directors in
certain circumstances. Nominations of persons for election to the Board
of Directors may be made at any annual meeting of shareholders (a) by or
at the direction of the Board of Directors (or any duly authorized
committee thereof) or (b) by any shareholder of the Company (i) who is a
shareholder of record on the date of the giving of the notice provided
for in this Section 20 and on the record date for the determination of
shareholders entitled to vote at such annual meeting and (ii) who
complies with the notice procedures set forth in this Section 20.
In addition to any other applicable requirements, for a nomination
to be made by a shareholder, such shareholder must have given timely
notice thereof in proper written form to the Secretary of the Company.
To be timely, a shareholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices
of the Company not less than sixty (60) days nor more than ninety (90)
days prior to the date of the annual meeting of shareholders; provided,
however, that in the event that less than seventy (70) days' notice or
prior public disclosure of the date of the meeting is given to
shareholders, notice by the shareholder in order to be timely must be so
received not later than the close of business on the tenth (10) day
following the day on which such notice of the date of the annual meeting
was mailed or such public disclosure of the date of the annual meeting
was made, whichever first occurs.
To be in proper written form, a shareholder's notice to the
Secretary must set forth (a) as to each person whom the shareholder
proposes to nominate for election as a director (i) the name, age,
business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class or series and
number of shares of capital stock of the Company that are owned
beneficially or of record by the person and (iv) any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated thereunder;
and (b) as to the shareholder giving the notice (i) the name and record
of such shareholder, (ii) the class or series and number of shares of
capital stock of the Company that are owned beneficially or of record by
such shareholder, (iii) a description of all arrangements or
understandings between such shareholder and each proposed nominee and
any other person or persons (including their names) pursuant to which
the nomination(s) are to be made by such shareholder, (iv) a
representation that such shareholder intends to appear in person or by
proxy at the meeting to nominate the persons named in the notice and
(v) any other information relating to such shareholder that would be
required to be disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by
a written consent of each proposed nominee to being name as a nominee
and to serve as a director if elected.
No person shall be eligible for election as a director of the
Company unless nominated in accordance with the procedures set forth in
this Section 20. If the Chairman of the annual meeting determines that
a nomination was not made in accordance with the foregoing procedures,
the Chairman shall declare to the meeting that the nomination was
defective and such defective nomination shall be disregarded.
ARTICLE IV
Officers
Section 1. The officers of the Company shall include a Chairman
of the Board, a President, one or more Vice Presidents, a Secretary, one
or more Assistant Secretaries, a Treasurer and one or more Assistant
Treasurers, all of whom shall be appointed by the Board of Directors.
Any one person may hold two or more offices except that the offices of
President and Secretary may not be held by the same person.
Section 2. The officers of the Company shall be appointed
annually by the Board of Directors. The office of Chairman of the Board
may or may not be filled, as may be deemed advisable by the Board of
Directors.
Section 3. The Board of Directors may from time to time appoint
such other officers as it shall deem necessary or expedient, who shall
hold their offices for such terms and shall exercise such powers and
perform such duties as the Board of Directors or the Chief Executive
Officer may from time to time determine.
Section 4. The officers of the Company shall hold office until
their successors shall be chosen and shall qualify. Any officer
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the whole board. If the office of any
officer becomes vacant for any reason, or if any new office shall be
created, the vacancy may be filled by the Board of Directors.
Section 5. The salaries of all officers of the Company shall be
fixed by the Board of Directors.
ARTICLE V
Powers and Duties of Officers
Section 1. The Board of Directors shall designate the Chief
Executive Officer of the Company, who may be either the Chairman of the
Board or the President. The Chief Executive Officer shall have general
and active management of and exercise general supervision of the
business and affairs of the Company, subject, however, to the right of
the Board of Directors, or the Executive Committee acting in its stead,
to delegate any specific power to any other officer or officers of the
Company, and the Chief Executive Officer shall see that all orders and
resolutions of the Board of Directors and the Executive Committee are
carried into effect. During such times when neither the Board of
Directors nor the Executive Committee is in session, the Chief Executive
Officer of the Company shall have and exercise full corporate authority
and power to manage the business and affairs of the Company (except for
matters required by law, the By-laws or the articles of consolidation to
be exercised by the shareholders or Board itself or as may otherwise be
specified by orders or resolutions of the Board) and the Chief Executive
Officer shall take such actions, including executing contracts or other
documents, as he deems necessary or appropriate in the ordinary course
of the business and affairs of the Company. The Vice Presidents and
other authorized persons are authorized to take actions which are
(i) routinely required in the conduct of the Company's business or
affairs, including execution of contracts and other documents incidental
thereto, which are within their respective areas of assigned
responsibility, and (ii) within the ordinary course of the Company's
business or affairs as may be delegated to them respectively by the
Chief Executive Officer.
Section 2. The Chairman of the Board shall preside at all
meetings of the shareholders and at all meetings of the Board of
Directors, and shall perform such other duties as the Board of Directors
shall from time to time prescribe, including, if so designated by the
Board of Directors, the duties of Chief Executive Officer.
Section 3. The President, if not designated Chief Executive
Officer, shall perform such duties and exercise such powers as shall be
assigned to him from time to time by the Board of Directors or the Chief
Executive Officer. In the absence of the Chairman of the Board, or if
the position of Chairman of the Board be vacant, the President shall
preside at all meetings of the shareholders and at all meetings of the
Board of Directors.
Section 4. The Vice Presidents shall perform such duties and
exercise such powers as shall be assigned to them from time to time by
the Board of Directors or the Chief Executive Officer.
Section 5. The Secretary shall attend all meetings of the
shareholders, the Board of Directors and the Executive Committee, and
shall keep the minutes of such meetings. He shall give, or cause to be
given, notice of all meetings of the shareholders, the Board of
Directors and the Executive Committee, and shall perform such other
duties as may be prescribed by the Board of Directors or the Chief
Executive Officer. He shall be the custodian of the seal of the Company
and shall affix the same to any instrument requiring it and, when so
affixed, shall attest it by his signature. He shall, in general,
perform all duties incident to the office of secretary.
Section 6. The Assistant Secretaries shall perform such of the
duties and exercise such of the powers of the Secretary as shall be
assigned to them from time to time by the Board of Directors or the
Chief Executive Officer or the Secretary, and shall perform such other
duties as the Board of Directors or the Chief Executive Officer shall
from time to time prescribe.
Section 7. The Treasurer shall have the custody of all moneys and
securities of the Company. He is authorized to collect and receive all
moneys due the Company and to receipt therefor, and to endorse in the
name of the Company and on its behalf when necessary or proper all
checks, drafts, vouchers or other instruments for the payment of money
to the Company and to deposit the same to the credit of the Company in
such depositaries as may be designated by the Board of Directors. He is
authorized to pay interest on obligations and dividends on stocks of the
Company when due and payable. He shall, when necessary or proper,
disburse the funds of the Company, taking proper vouchers for such
disbursements. He shall render to the Board of Directors and the Chief
Executive Officer, whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the Company.
He shall perform such other duties as may be prescribed by the Board of
Directors or the Chief Executive Officer. He shall, in general, perform
all duties incident to the office of treasurer.
Section 8. The Assistant Treasurers shall perform such of the
duties and exercise such of the powers of the Treasurer as shall be
assigned to them from time to time by the Board of Directors or the
Chief Executive Officer or the Treasurer, and shall perform such other
duties as the Board of Directors or the Chief Executive Officer shall
from time to time prescribe.
Section 9. The Board of Directors may, by resolution, require any
officer to give the Company a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of
his office and for the restoration to the Company, in case of his death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or
under his control and belonging to the Company.
Section 10. In the case of absence or disability or refusal to
act of any officer of the Company, other than the Chairman of the Board,
the Chief Executive Officer may delegate the powers and duties of such
officer to any other officer or other person unless otherwise ordered by
the Board of Directors.
Section 11. The Chairman of the Board, the President, the Vice
Presidents and any other person duly authorized by resolution of the
Board of Directors shall severally have power to execute on behalf of
the Company any deed, bond, indenture, certificate, note, contract or
other instrument authorized or approved by the Board of Directors.
Section 12. Unless otherwise ordered by the Board of Directors,
the Chairman of the Board, the President or any Vice President of the
Company (a) shall have full power and authority to attend and to act and
vote, in the name and on behalf of this Company, at any meeting of
shareholders of any corporation in which this Company may hold stock,
and at any such meeting shall possess and may exercise any and all of
the rights and powers incident to the ownership of such stock, and (b)
shall have full power and authority to execute, in the name and on
behalf of this Company, proxies authorizing any suitable person or
persons to act and to vote at any meeting of shareholders of any
corporation in which this Company may hold stock, and at any such
meeting the person or persons so designated shall possess and may
exercise any and all of the rights and powers incident to the ownership
of such stock.
ARTICLE VI
Certificates of Stock
Section 1. The Board of Directors shall provide for the issue,
transfer and registration of the certificates representing the shares of
capital stock of the Company, and shall appoint the necessary officers,
transfer agents and registrars for that purpose.
Section 2. Until otherwise ordered by the Board of Directors,
stock certificates shall be signed by the President or a Vice President
and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and sealed with the seal of the Company. Such seal
may be facsimile, engraved or printed. In case any officer or officers
who shall have signed, or whose facsimile signature or signatures shall
have been used on, any stock certificate or certificates shall cease to
be such officer or officers of the Company, whether because of death,
resignation or otherwise, before such certificate or certificates shall
have been delivered by the Company, such certificate or certificates may
nevertheless be issued by the Company with the same effect as if the
person or persons who signed such certificate or certificates or whose
facsimile signature or signatures shall have been used thereon had not
ceased to be such officer or officers of the Company.
Section 3. Transfers of stock shall be made on the books of the
Company only by the person in whose name such stock is registered or by
his attorney lawfully constituted in writing, and unless otherwise
authorized by the Board of Directors only on surrender and cancellation
of the certificate transferred. No stock certificate shall be issued to
a transferee until the transfer has been made on the books of the
Company.
Section 4. The Company shall be entitled to treat the person in
whose name any share of stock is registered as the owner thereof, for
all purposes, and shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person,
whether or not it shall have notice thereof, except as otherwise
expressly provided by the laws of Missouri.
Section 5. In case of the loss or destruction of any certificate
for shares of the Company, a new certificate may be issued in lieu
thereof under such regulations and conditions as the Board of Directors
may from time to time prescribe.
ARTICLE VII
Closing of Transfer Books
The Board of Directors shall have power to close the stock
transfer books of the Company for a period not exceeding seventy days
preceding the date of any meeting of shareholders or the date for
payment of any dividend or the date for the allotment of rights or the
date when any change or conversion or exchange of shares shall go into
effect; provided, however, that in lieu of closing the stock transfer
books as aforesaid, the Board of Directors may fix in advance a date,
not exceeding seventy days preceding the date of any meeting of
shareholders, or the date for the payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion
or exchange of shares shall go into effect, as a record date for the
determination of the shareholders entitled to notice of, and to vote at,
any such meeting, and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or
exchange of shares, and in such case such shareholders and only such
shareholders as shall be shareholders of record on the date of closing
the transfer books or on the record date so fixed shall be entitled to
notice of, and to vote at, such meeting and any adjournment thereof, or
to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding
any transfer of any shares on the books of the Company after such date
of closing of the transfer books or such record date fixed as aforesaid.
ARTICLE VIII
Inspection of Books
Section 1. A shareholder shall have the right to inspect books of
the Company only to the extent such right may be conferred by law, by
the articles of consolidation, by the By-laws or by resolution of the
Board of Directors.
Section 2. Any shareholder desiring to examine books of the
Company shall present a demand to that effect in writing to the
President or the Secretary or the Treasurer of the Company. Such demand
shall state:
(a) the particular books which he desires to examine;
(b) the purpose for which he desires to make the examination;
(c) the date on which the examination is desired;
(d) the probable duration of time the examination will require;
and
(e) the names of the persons who will be present at the
examination.
Within three days after receipt of such demand, the President or the
Secretary or the Treasurer shall, if the shareholder's purpose be
lawful, notify the shareholder making the demand of the time and place
the examination may be made.
Section 3. The right to inspect books of the Company may be
exercised only at such times as the Company's registered office is
normally open for business and may be limited to four hours on any one
day.
Section 4. The Company shall not be liable for expenses incurred
in connection with any inspection of its books.
ARTICLE IX
Corporate Seal
The corporate seal of the Company shall have inscribed thereon the
name of the Company and the words "Corporate Seal", "Missouri" and
"1922".
ARTICLE X
Fiscal Year
Section 1. The fiscal year of the Company shall be the calendar
year.
Section 2. As soon as practicable after the close of each fiscal
year, the Board of Directors shall cause a report of the business and
affairs of the Company to be made to the shareholders.
ARTICLE XI
Waiver of Notice
Whenever by statute or by the articles of consolidation or by
these By-laws any notice whatever is required to be given, a waiver
thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XII
Indemnification by the Company
[Deleted].
ARTICLE XIII
Amendments
The Board of Directors may make, alter, amend or repeal By-laws of
the Company by a majority vote of the whole Board of Directors at any
regular meeting of the Board or at any special meeting of the Board if
notice thereof has been given in the notice of such special meeting.
Nothing in this Article shall be construed to limit the power of the
shareholders to make, alter, amend or repeal By-laws of the Company at
any annual or special meeting of shareholders by a majority vote of the
shareholders present and entitled to vote at such meeting, provided a
quorum is present.
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