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REGISTRATION NO. 333-_________
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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 of incorporation) (I.R.S. Employer Identification No.)
1201 Walnut
Kansas City, Missouri 64106-2124
(816) 556-2200
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
JEANIE SELL LATZ
Senior Vice President - Corporate Services
and Corporate Secretary
1201 Walnut
Kansas City, Missouri 64106-2124
(816) 556-2936
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Copy to:
Steven R. Loeshelle, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. ( )
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. (X)
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( )
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ( )
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ( )
____________________
CALCULATION OF REGISTRATION FEE
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Title of Each Amount to Proposed Proposed Maximum Amount of
Class be Maximum Aggregate Registration
of Securities Registered Offering Offering Price Fee (1)
to Be Price Per (1)
Registered Unit (1)
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Debt $300,000,000 100%(1) $300,000,000 $79,200
Securities
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(1) Estimated solely for the purpose of calculating the registration fee.
The proposed maximum offering price per unit will be determined, from time to
time, by the Registrant in connection with the issuance by the Registrant of
the Debt Securities registered hereunder. The prospectus filed as part of
this Registration Statement also relates to $100,000,000 of securities
remaining available to be offered pursuant to Registration Statement No.
333-17285 and for which a registration fee of $30,303 was paid.
Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until 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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
filed as part of this Registration Statement may be used in connection with the
securities remaining unsold under Registration Statement No. 333-17285.
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PROSPECTUS
KANSAS CITY POWER & LIGHT COMPANY
DEBT SECURITIES
Kansas City Power & Light Company may offer and sell up to
$400,000,000 of our unsecured debt securities. We will establish the
specific terms of each series of our debt securities, their offering
prices and how they will be offered at the time we offer them, and we
will describe them in one or more supplements to this prospectus.
This prospectus may not be used to offer and sell our debt securities
unless accompanied by a prospectus supplement. You should read this
prospectus and the related supplement before you invest in our debt
securities.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS
PROPSECTUS IS ACCURATE OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
____________________
We will offer and sell our debt securities through one or
more underwriters or agents. We will set forth in the related
prospectus supplement the name of the underwriters or agents, the
discount or commission received by them from us as compensation, our
other expenses for the offering and sale of the debt securities, and
the net proceeds we receive from the sale. See "Plan of
Distribution."
THE DATE OF THIS PROSPECTUS IS NOVEMBER _, 2000.
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__________________
TABLE OF CONTENTS
About This Prospectus . . . . . . . . . . . . . . . . . . . . 2
Where You Can Find More Information . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 3
Ratio of Earnings to Fixed Charges. . . . . . . . . . . . . . 4
Description of Debt Securities. . . . . . . . . . . . . . . . 4
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . 12
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . 13
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we have
filed with the Securities and Exchange Commission using a "shelf"
registration process. By using this process, we may offer up to a
total dollar amount of $400,000,000 of our debt securities in one or
more offerings. This prospectus provides you with a general
description of the debt securities we may offer. Each time we offer
debt securities, we will provide you with a supplement to this
prospectus that will describe the specific terms of that offering.
The prospectus supplement may also add, update or change the
information contained in this prospectus. Before you invest, you
should carefully read this prospectus, the applicable prospectus
supplement and the information contained in the documents we refer to
in this prospectus under "Where You Can Find More Information."
References in this prospectus to the terms "we", "us" or
other similar terms mean Kansas City Power & Light Company, unless
the context clearly indicates otherwise. We are also referred to in
this prospectus as the Company.
You should rely only on the information contained or
incorporated by reference in this prospectus and any accompanying
prospectus supplement. We have not authorized anyone else to provide
you with any different information. If anyone provides you with
different or inconsistent information, you should not rely on it. We
are not making an offer to sell securities in any jurisdiction where
the offer or sale is not permitted. The information contained in
this prospectus is current only as of the date of this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, and proxy
statements and other information with the Securities and Exchange
Commission (the "Commission") through the Commission's Electronic
Data Gathering, Analysis and Retrieval system and these filings are
publicly available through the Commission's Web site
(http://www.sec.gov). You may read and copy such material at the
public reference facilities maintained by the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; at the
Commission's New York Regional Office, 7 World Trade Center, 13th
Floor, New York, New York 10048; and at its Chicago Regional Office,
Northwest Atrium Center, 500 West Madison Street, 14th Floor, Chicago,
Illinois 60661. You may obtain information on the operation of the
Public Reference Room by calling the Commission at 1-800-SEC-0330.
You may also obtain copies of such material at prescribed rates from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, you may inspect such material at
the offices of the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005.
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The Commission allows us to "incorporate by reference" into
this prospectus the information we file with them. This means that
we can disclose important information to you by referring you to the
documents containing the information. The information we incorporate
by reference is considered to be included in and an important part of
this prospectus and should be read with the same care. Information
that we file later with the Commission that is incorporated by
reference into this prospectus will automatically update and
supercede this information. We are incorporating by reference into
this prospectus the following documents that we have filed with the
Commission and any subsequent filings we make with the Commission
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until the offering of the debt securities described in
this prospectus is completed:
- our Annual Report on Form 10-K for the year ended December 31,
1999 ("1999 Form 10-K"),
- our Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2000 (as amended by Form 10-Q/A filed
June 22, 2000), June 30, 2000 and September 30, 2000, and
- our Current Reports on Form 8-K, dated January 3, 2000 and
February 15, 2000.
This prospectus is part of a registration statement we have
filed with the Commission relating to our debt securities. As
permitted by the Commission's rules, this prospectus does not contain
all of the information included in the registration statement and the
accompanying exhibits and schedules we file with the Commission. You
should read the registration statement and the exhibits and schedules
for more information about us and our debt securities. The
registration statement, exhibits and schedules are also available at
the Commission's Public Reference Section or through its Web site.
You may obtain a free copy of our filings with the
Commission by writing or telephoning us at the following address:
Kansas City Power & Light Company, 1201 Walnut, Kansas City, Missouri
64106-2124 (Telephone No.: 816-556-2200) Attention: Corporate
Secretary, or by contacting us at our internet web site www.kcpl.com.
THE COMPANY
We are a medium-sized electric utility incorporated in
Missouri. We generate and distribute electricity to over 463,000
customers located in all or portions of 22 counties in western
Missouri and eastern Kansas. Our customers include approximately
407,000 residences, 53,000 commercial firms, and over 3,000
industries, municipalities and other electric utilities. About two-
thirds of our retail sales are to Missouri customers and the
remainder are to Kansas customers. Our principal executive office is
located at 1201 Walnut, Kansas City, Missouri 64106 (Telephone: (816)
556-2200).
USE OF PROCEEDS
Unless we inform you otherwise in a supplement to this
prospectus, we anticipate using any net proceeds received by us from
the sale of the debt securities for general corporate purposes,
including, among others:
- Repayment of short term debt,
- Repurchase, retirement or refinancing of other securities,
- Funding of construction expenditures,
- Acquisitions, and
- Investments in subsidiaries.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to
fixed charges for the periods indicated:
YEAR ENDED DECEMBER 31,
Twelve Months ______________________________________
Ended
September 30, 2000 1999(a) 1998(a) 1997(a) 1996(a) 1995
___________________ _______ _______ _______ _______ ____
2.41 2.07 2.87 2.03 3.06 3.94
(a)We incurred significant merger-related costs relating to two
planned mergers, one of which was terminated in 1996 and the
other was terminated in 2000.
DESCRIPTION OF DEBT SECURITIES
The debt securities are to be issued under an Indenture to
be entered into between the Company and The Bank of New York, as
Trustee ("Trustee"), (the "Indenture"), a form of which is included
as an exhibit to the registration statement of which this prospectus
is a part. The Company may also enter into one or more amendments or
supplements to the Indenture, or additional indentures with other
trustees, with respect to certain of the debt securities. Any such
indenture would contain covenants and other provisions similar to
those described below. Reference is made to the prospectus
supplement regarding any additional indentures or additional terms
and provisions under which debt securities will be issued.
The Company may from time to time offer under this
prospectus unsecured debt securities, which may be senior debt
securities or subordinated debt securities. Unless otherwise
provided in a prospectus supplement, the senior debt securities will
be unsecured obligations of the Company and will rank on a parity
with all other unsecured and unsubordinated indebtedness of the Company.
The subordinated debt securities ("Subordinated Securities") will be
unsecured obligations of the Company, unless otherwise provided in a
prospectus supplement, subordinated in right of payment to the prior
payment in full of all Senior Indebtedness (which term includes senior
debt securities) of the Company as described below under "Subordination"
and in the applicable prospectus supplement.
There is no requirement that future issues of debt
securities of the Company be issued under the Indenture, and the
Company will be free to employ other indentures or documentation,
containing provisions different from those included in the Indenture
or applicable to one or more issues of securities, in connection with
future issues of such other debt securities.
Unless otherwise provided in a prospectus supplement, the
debt securities will effectively rank junior to the first mortgage
bonds ("General Mortgage Bonds") of the Company which were issued under
the General Mortgage Indenture and Deed of Trust, dated as of
December 1, 1986, from the Company to United Missouri Bank of Kansas
City, N.A., Trustee, as supplemented ("Mortgage Indenture"). The
Mortgage Indenture constitutes a first mortgage lien upon
substantially all of the fixed property and franchises of the
Company. At September 30,
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2000, there was approximately $455,300,000 principal amount of General
Mortgage Bonds outstanding. Certain outstanding series of the Company's
unsecured debt restrict the issuance of additional General Mortgage
Bonds, unless these series are similarly secured, and also generally
restrict, subject to exceptions, providing collateral to secure debt of
the Company unless they are comparably secured.
The Indenture does not specifically restrict the ability of
the Company to engage in transactions which could have the effect of
increasing the ratio of debt to equity capitalization of the Company
or a successor corporation. For example, the Indenture does not
limit the amount of indebtedness of the Company or the acquisition by
the Company of any of the equity securities of the Company. The
Indenture also permits the Company to merge or consolidate or to
transfer its assets, subject to certain conditions (see
"Consolidation, Merger and Sale" below).
The following summary of the Indenture does not purport to
be complete and is subject to, and qualified in its entirety by
reference to, the Indenture, including the definitions therein of
certain terms.
GENERAL: The Indenture provides that the debt securities
offered and other unsecured debt securities of the Company, without
limitation as to aggregate principal amount (collectively the
"Indenture Securities"), may be issued in one or more series, in each
case as authorized from time to time by the Company.
Reference is made to the prospectus supplement relating to
the series of debt securities offered for the following terms:
(1) the title of the debt securities;
(2) the aggregate principal amount of the debt securities;
(3) the percentage of the principal amount representing the
price for which the debt securities shall be issued;
(4) the date or dates on which the principal of, and premium,
if any, on the debt securities shall be payable;
(5) the rate or rates (which may be fixed or variable) at
which the debt securities shall bear interest, if any, or
the method by which such rate or rates shall be
determined;
(6) if the amount of payments of the principal of, premium,
if any, or interest, if any, on the debt securities may
be determined with reference to an index, formula or
other method, the manner in which such amounts shall be
determined;
(7) the date or dates from which any such interest shall
accrue, or the method by which such date or dates shall
be determined, the dates on which any such interest shall
be payable and any record dates therefor;
(8) the place or places where the principal of, and premium,
if any, and interest, if any, on the debt securities
shall be payable;
(9) the period or periods, if any, within which, the price or
prices at which, and the terms and conditions upon which
the debt securities may be redeemed, in whole or in part,
at the option of the Company;
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(10) the obligation, if any, of the Company to redeem,
purchase or repay the debt securities pursuant to any
sinking fund or analogous provision or at the option of a
holder thereof and the period or periods within which,
the price or prices at which, and the terms and
conditions upon which the debt securities shall be
redeemed, purchased or repaid pursuant to such
obligation;
(11) whether the debt securities are to be issued in whole or
in part in the form of one or more Global Securities and,
if so, the identity of the Depositary for such Global
Security or Global Securities;
(12) if other than $1,000 or an integral multiple thereof, the
denominations in which the debt securities shall be
issued;
(13) if other than the principal amount thereof, the portion
of the principal amount of the debt securities payable
upon declaration of acceleration of the maturity of the
debt securities;
(14) any deletions from or modifications of or additions to
the Events of Default set forth in Section 6.01 of the
Indenture pertaining to the debt securities;
(15) the provisions, if any, relating to the cancellation and
satisfaction of the Indenture with respect to the debt
securities prior to the maturity thereof pursuant to
Section 12.02 of the Indenture (see "Satisfaction and
Discharge of Indenture; Defeasance");
(16) the terms, if any, upon which the Company may defer
payment of interest on an interest payment date;
(17) the provisions, if any, relating to the subordination of
the debt securities pursuant to Article 14 of the
Indenture (see "Subordination");
(18) the terms and conditions, if any, pursuant to which any
debt securities are to be secured;
(19) any exchangeability, conversion, prepayment or tender
provisions (whether at the option of the Company or a
holder of debt securities) of the debt securities,
including exchangeability, conversion, prepayment or
tender date or dates of such series, if any, and the
price or prices and other terms and conditions applicable
to the exchange, conversion, prepayment or tender
(including any premium);
(20) any additional covenants for the benefit of the holders
of the debt securities; and
(21) any other terms of the debt securities not inconsistent
with the provisions of the Indenture and not adversely
affecting the rights of any other series of Indenture
Securities then outstanding. (Section 2.03)
The Company may authorize the issuance and provide for the
terms of a series of Indenture Securities by or pursuant to a
resolution of its Board of Directors or any duly authorized committee
thereof or pursuant to a supplemental indenture. The provisions of
the Indenture described above permit the Company, in addition to
issuing Indenture Securities with terms different from those of
Indenture Securities previously issued, to "reopen" a previous issue
of a series of Indenture Securities and to issue additional Indenture
Securities of such series.
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The Indenture Securities will be issued only in registered
form without coupons and, unless otherwise provided with respect to a
series of Indenture Securities, in denominations of $1,000 and
integral multiples thereof. (Section 2.02) Indenture Securities of a
series may be issued in whole or in part in the form of one or more
Global Securities (see "Global Securities"). One or more Global
Securities will be issued in a denomination or aggregate
denominations equal to the aggregate principal amount of outstanding
Indenture Securities of the series to be represented by such Global
Security or Global Securities. (Section 2.01) No service charge will
be made for any transfer or exchange of Indenture Securities, but the
Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. (Section
2.05)
One or more series of the Indenture Securities may be
issued with the same or various maturities at par, above par or at a
discount. Debt securities bearing no interest or interest at a rate
which at the time of issuance is below the market rate ("Original Issue
Discount Securities") will be sold at a discount (which may be substantial)
below their stated principal amount. Federal income tax consequences
and other special considerations applicable to any such Original Issue
Discount Securities will be described in the prospectus supplement relating
thereto.
SUBORDINATION: If the prospectus supplement relating to a
particular series of Indenture Securities so provides, such debt
securities will be Subordinated Securities and the payment of the
principal of, premium, if any, and interest on the Subordinated
Securities will be subordinate and junior in right of payment to the
prior payment in full of all Senior Indebtedness to the extent set
forth in the next paragraph. (Section 14.01)
In the event (a) of any distribution of assets of the
Company in bankruptcy, reorganization or receivership proceedings, or
upon an assignment for the benefit of creditors, or any other
marshalling of assets and liabilities of the Company, except for a
distribution in connection with a consolidation, merger, sale,
transfer or lease permitted under the Indenture (see "Consolidation,
Merger and Sale"), or (b) the principal of any Senior Indebtedness
shall have been declared due and payable by reason of an event of
default with respect thereto and such event of default shall not have
been rescinded, then the holders of Subordinated Securities will not
be entitled to receive or retain any payment, or distribution of
assets of the Company, in respect of the principal of, premium, if
any, and interest on the Subordinated Securities until the holders of
all Senior Indebtedness receive payment of the full amount due in
respect of the principal of, premium, if any, and interest on the
Senior Indebtedness or provision for such payment on the Senior
Indebtedness shall have been made. (Section 14.02)
Subject to the payment in full of all Senior Indebtedness,
the holders of the Subordinated Securities shall be subrogated to the
rights of the holders of the Senior Indebtedness to receive payments
or distributions applicable to the Senior Indebtedness until all
amounts owing on the Subordinated Securities shall be paid in full.
(Section 14.03)
"Senior Indebtedness" means all indebtedness of the Company
for the repayment of money borrowed (whether or not represented by
bonds, debentures, notes or other securities) other than the
indebtedness evidenced by the Subordinated Securities and any
indebtedness subordinated to, or subordinated on parity with, the
Subordinated Securities. "Senior Indebtedness" does not include
customer deposits or other amounts securing obligations of others to
the Company. (Section 14.01)
The Indenture does not limit the aggregate amount of Senior
Indebtedness that the Company may issue. As of September 30, 2000,
$1,076 million of Senior Indebtedness was outstanding in the form of
bonds, debentures, notes or other securities, bank borrowings
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and capital leases.
REDEMPTION: If the prospectus supplement relating to a
particular series of Indenture Securities so provides, such
securities will be subject to redemption by the Company prior to
maturity. Notice of any redemption of Indenture Securities shall be
given to the registered holders of such securities not less than 30
days nor more than 60 days prior to the date fixed for redemption.
If less than all of a series of Indenture Securities are to be
redeemed, the Trustee shall select, in such manner as in its
sole discretion it shall deem appropriate and fair, the Indenture
Securities of such series or portions thereof to be redeemed.
(Section 3.02)
GLOBAL SECURITIES: The Indenture Securities of a series
may be issued in whole or in part in the form of one or more Global
Securities that will be deposited with, or on behalf of, the
Depositary identified in the prospectus supplement relating thereto.
Unless and until it is exchanged in whole or in part for Indenture
Securities in definitive form, a Global Security may not be
transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary
or by such Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. (Sections 2.01 and 2.05)
The specific terms of the depositary arrangement with
respect to any Indenture Securities of a series will be described in
the prospectus supplement relating thereto. The Company anticipates
that the following provisions will apply to all depositary
arrangements.
Upon the issuance of a Global Security, the Depositary for
such Global Security will credit, on its book entry registration and
transfer system, the respective principal amounts of the Indenture
Securities represented by such Global Security to the accounts of
institutions that have accounts with such Depositary
("participants"). The accounts to be credited shall be designated by
the underwriters through which such Indenture Securities were sold.
Ownership of beneficial interests in a Global Security will be
limited to participants or persons that may hold interests through
participants. Ownership of beneficial interests in such Global
Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the Depositary for such
Global Security or by participants or persons that hold through
participants. The laws of some states require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to
transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its
nominee, is the owner of such Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner
or holder of the Indenture Securities represented by such Global
Security for all purposes under the Indenture. Except as set forth
below, owners of beneficial interests in a Global Security will not
be entitled to have Indenture Securities of the series represented by
such Global Security registered in their names, will not receive or
be entitled to receive physical delivery of Indenture Securities of
such series in definitive form and will not be considered the owners
or holders thereof under the Indenture.
Payments of principal of, premium, if any, and interest, if
any, on Indenture Securities registered in the name of or held by a
Depositary or its nominee will be made to the Depositary or its
nominee, as the case may be, as the registered owner of the Global
Security representing such Indenture Securities. None of the Company,
the Trustee or any paying agent for such Indenture Securities will
have any responsibility or liability for any aspect of the records
relating to, or payments made on account of, beneficial ownership
interests in a Global Security for such Indenture Securities or for
maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
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The Company expects that the Depositary for Indenture
Securities of a series, upon receipt of any payment of principal,
premium, if any, or interest, if any, in respect of a Global Security
will credit immediately participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the
principal amount of such Global Security as shown on the records of
such Depositary. The Company also expects that payments by
participants to owners of beneficial interests in such Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with
securities registered in "street name," and will be the
responsibility of such participants.
If a Depositary for Indenture Securities of a series is at
any time unwilling or unable to continue as Depositary and a
successor Depositary is not appointed by the Company within 90 days,
the Company will issue Indenture Securities of such series in
definitive form in exchange for the Global Security or Global
Securities representing the Indenture Securities of such series. In
addition, the Company may at any time and in its sole discretion
determine not to have any Indenture Securities of a series
represented by one or more Global Securities and, in such event, will
issue Indenture Securities of such series in definitive form in
exchange for the Global Security or Global Securities representing
such Indenture Securities. Further, if the Company so specifies with
respect to the Indenture Securities of a series, each person
specified by the Depositary of the Global Security representing
Indenture Securities of such series may, on terms acceptable to the
Company and the Depositary for such Global Security, receive
Indenture Securities of the series in definitive form. In any such
instance, each person so specified by the Depositary of the Global
Security will be entitled to physical delivery in definitive form of
Indenture Securities of the series represented by such Global
Security equal in principal amount to such person's beneficial
interest in the Global Security.
PAYMENTS AND PAYING AGENTS: Payment of principal of and
premium, if any, on Indenture Securities will be made against
surrender of such Indenture Securities at the principal offices of
the Trustee. Unless otherwise indicated in the prospectus
supplement, payment of any installment of interest on Indenture
Securities will be made to the person in whose name such Indenture
Security is registered at the close of business on the record date
for such interest. Unless otherwise indicated in the prospectus
supplement, payments of such interest will be made at the principal
offices of the Trustee, or by a check mailed to each holder of an
Indenture Security at such holder's registered address.
All moneys paid by the Company to a paying agent for the
payment of principal of, premium, if any, or interest, if any, on any
Indenture Security that remain unclaimed at the end of two years
after such principal, premium or interest shall have become due and
payable will be repaid to the Company and the holder of such
Indenture Security entitled to receive such payment will thereafter
look only to the Company for payment thereof. (Section 12.05)
However, any such payment shall be subject to escheat pursuant to
state abandoned property laws.
CONSOLIDATION, MERGER AND SALE: The Indenture permits the
Company, without the consent of the holders of any of the Indenture
Securities, to consolidate with or merge into any other corporation
or sell, transfer or lease its assets as an entirety or substantially
as an entirety to any person, provided that: (i) the successor
corporation formed by or surviving any such consolidation or merger,
or the person to which such sale, transfer or lease shall have been
made (the "Successor") is a corporation organized under the laws of
the United States of America or any state thereof; (ii) the Successor
assumes the Company's obligations under the Indenture and the
Indenture Securities; (iii) immediately after giving effect to the
transaction, no Event of Default (see "Default and Certain Rights on
Default") and no event that, after notice or lapse of time, or both,
would become an Event of Default, shall have occurred and be continuing;
and (iv) certain other conditions are met. (Section 11.02) The Indenture
does not restrict the merger of
9
<PAGE>
another corporation into the Company. The Successor, other than a
Successor by reason of a lease of the Company's properties, will succeed
to the Company's rights and obligations under the Indenture and the
Indenture Securities and the Company will be relieved of its obligations.
These provisions will not, however, be applicable to the
sale, transfer or lease by the Company to an affiliated company of
facilities used for the generation of electricity (and not used for
the transmission or distribution of electric energy), provided that,
all such sales, transfers or leases occurring after the date of this
Indenture shall not in the aggregate represent assets with a
depreciated value on the books of the Company, calculated with
respect to the assets sold, transferred or leased at the time of such
sale, transfer or lease, in excess of 65% of the depreciated value on
the books of the Company of its total assets as set forth in its balance
sheet at September 30, 2000.
MODIFICATION OF THE INDENTURE: The Indenture contains
provisions permitting the Company and the Trustee, without the
consent of the holders of the Indenture Securities, to establish,
among other things, the form and terms of any series of Indenture
Securities issuable thereunder by one or more supplemental
indentures, and, with the consent of the holders of a majority in
aggregate principal amount of the Indenture Securities of any series
at the time outstanding, evidenced as in the Indenture provided, to
execute supplemental indentures adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture with respect to Indenture Securities
of such series, or modifying in any manner the rights of the holders
of the Indenture Securities of such series; provided, however, that
no such supplemental indenture shall (i) extend the fixed maturity,
or the earlier optional date of maturity, if any, of any Indenture
Security of a particular series or reduce the principal amount
thereof or the premium thereon, if any, or reduce the rate of payment
of interest thereon, or make the principal thereof or premium, if
any, or interest thereon payable in any coin or currency other than
that provided in the Indenture Security, without the consent of the
holder of each Indenture Security so affected, or (ii) reduce the
principal amount of Indenture Securities of any series, the holders
of which are required to consent to any such supplemental indenture,
without the consent of the holders of all Indenture Securities of
such series outstanding thereunder. (Sections 10.01 and 10.02)
DEFAULT AND CERTAIN RIGHTS ON DEFAULT: The Indenture
provides that the Trustee or the holders of 33% or more in aggregate
principal amount of Indenture Securities of a series outstanding
thereunder may declare the principal of all Indenture Securities of
such series to be due and payable immediately, if any Event of
Default with respect to such series of Indenture Securities shall
occur and be continuing. However, if all defaults with respect to
Indenture Securities of such series (other than non-payment of
accelerated principal) are cured, the holders of a majority in
aggregate principal amount of the Indenture Securities of such
series outstanding thereunder may waive the default and rescind
the declaration and its consequences. Events of Default with
respect to a series of Indenture Securities include (unless
specifically deleted in the supplemental indenture or Board Resolution
under which such series of Indenture Securities is issued, or
modified in any such supplemental indenture):
(i) failure to pay interest when due on any Indenture Security
of such series, continued for 30 days;
(ii) failure to pay principal or premium, if any, when due on
any Indenture Security of such series, continued for 1
business day;
(iii) failure to perform any other covenant of the Company in
the Indenture or the Indenture Securities of such series
(other than a covenant included in the Indenture or the
Indenture Securities solely for the benefit of series of
Indenture Securities other than such series), continued
for 60 days after written notice from the Trustee
10
<PAGE>
or the holders of 33% or more in aggregate principal amount
of the Indenture Securities of such series outstanding
thereunder;
(iv) certain events of bankruptcy, insolvency or
reorganization; and
(v) any other Event of Default as may be specified for such
series. (Section 6.01)
The Indenture provides that the holders of a majority in
aggregate principal amount of the Indenture Securities of any series
outstanding thereunder may, subject to certain exceptions, direct the
time, method and place of conducting any proceeding for any remedy
available to, or exercising any power or trust conferred upon, the
Trustee with respect to Indenture Securities of such series and may
on behalf of all holders of Indenture Securities of such series waive
any past default and its consequences with respect to Indenture
Securities of such series, except a default in the payment of the
principal of or premium, if any, or interest on any of the Indenture
Securities of such series. (Section 6.06)
Holders of Indenture Securities of any series may not
institute any proceeding to enforce the Indenture unless the Trustee
thereunder shall have refused or neglected to act for 60 days after a
request and offer of satisfactory indemnity by the holders of 33% or
more in aggregate principal amount of the Indenture Securities of
such series outstanding thereunder, but the right of any holder of
Indenture Securities of any series to enforce payment of principal of
or premium, if any, or interest on the holder's Indenture Securities
when due shall not be impaired. (Section 6.04)
The Trustee is required to give the holders of Indenture
Securities of any series notice of defaults with respect to such
series (Events of Default summarized above, exclusive of any grace
period and irrespective of any requirement that notice of default be
given) known to it within 90 days after the happening thereof, unless
cured before the giving of such notice, but, except for defaults in
payments of principal of, premium, if any, or interest on the
Indenture Securities of such series, the Trustee may withhold notice
if and so long as it determines in good faith that the withholding of
such notice is in the interests of such holders. (Section 6.07)
The Company is required to deliver to the Trustee each year
an Officers' Certificate stating whether such officers have obtained
knowledge of any default by the Company in the performance of certain
covenants and, if so, specifying the nature thereof. (Section 4.06)
CONCERNING THE TRUSTEE: The Indenture provides that the
Trustee shall, prior to the occurrence of any Event of Default with
respect to the Indenture Securities of any series and after the
curing or waiving of all Events of Default with respect to such
series which have occurred, perform only such duties as are
specifically set forth in the Indenture. During the existence of any
Event of Default with respect to the Indenture Securities of any
series, the Trustee shall exercise such of the rights and powers
vested in it under the Indenture with respect to such series and use
the same degree of care and skill in their exercise as a prudent man
would exercise or use under the circumstances in the conduct of his
own affairs. (Section 7.01)
The Trustee may acquire and hold Indenture Securities and,
subject to certain conditions, otherwise deal with the Company as if
it were not the Trustee under the Indenture. (Section 7.04)
As of September 30, 2000, The Bank of New York, which will
be the Trustee under the Indenture, is the trustee for the Company's
$296,500,000 principal amount of currently outstanding medium-term
notes issued under Indentures dated February 15, 1992, November 15,
1992, November 1, 1994 and December 1, 1996. The Bank of New York is
also a depository for
11
<PAGE>
funds and performs other services for, and transacts other banking
business with, the Company and its affiliates in the normal course of
business.
SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE: The
Indenture may be discharged upon payment of the principal of,
premium, if any, and interest on all the Indenture Securities and all
other sums due under the Indenture. In addition, the Indenture
provides that if, at any time after the date of the Indenture, the
Company, if so permitted with respect to Indenture Securities of a
particular series, shall deposit with the Trustee, in trust for the
benefit of the holders thereof, (i) funds sufficient to pay, or (ii)
such amount of obligations issued or guaranteed by the United States
of America as will, or will together with the income thereon without
consideration of any reinvestment thereof, be sufficient to pay all
sums due for principal of, premium, if any, and interest on the
Indenture Securities of such series, as they shall become due from
time to time, and certain other conditions are met, the Trustee shall
cancel and satisfy the Indenture with respect to such series to the
extent provided therein. (Sections 12.01 and 12.02) The prospectus
supplement describing the Indenture Securities of such series will
more fully describe the provisions, if any, relating to such
cancellation and satisfaction of the Indenture with respect to such
series.
REPORTS FURNISHED SECURITYHOLDERS: The Company will
furnish the holders of Indenture Securities copies of all annual
financial reports distributed to its stockholders generally as soon
as practicable after the mailing of such material to the
stockholders. (Section 4.07)
MEDIUM-TERM NOTES: The debt securities that we offer from
time to time may also take the form of medium-term notes. The
particular terms of the medium-term notes will be described in the
applicable prospectus supplement.
PLAN OF DISTRIBUTION
The Company will offer the debt securities through one or
more underwriters or agents or directly to purchasers. The names of
the managing underwriter or underwriters and any other underwriters
or any agents, and the terms of the transaction, including
compensation of the underwriters, agents and dealers, if any, will be
set forth in the prospectus supplement relating to the offering of
the debt securities.
Only underwriters or agents named in a prospectus
supplement will be deemed to be underwriters or agents in connection
with the debt securities described therein. Firms not so named will
have no direct or indirect participation in the underwriting of such
debt securities, although such a firm may participate in the
distribution of such debt securities under circumstances entitling it
to a dealer's commission.
It is anticipated that any agreement pertaining to any debt
securities will (1) entitle the underwriters or agents to
indemnification by the Company against certain civil liabilities
under the Securities Act of 1933, as amended, or to contribution for
payments the underwriters may be required to make in respect thereof
and (2) provide that the obligations of the underwriters or agents
will be subject to certain conditions precedent. The underwriters or
agents may engage in transactions with, or perform services for, the
Company in the ordinary course of business.
In connection with an offering made hereby, the
underwriters may purchase and sell the debt securities in the open
market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover short positions
created by the underwriters in connection with an offering.
Stabilizing transactions consist of certain bids or purchases for the
purpose of preventing or delaying a decline in the market price of
the debt securities, and short positions created by the underwriters
involve the sale by the underwriters of a greater aggregate
12
<PAGE>
principal amount of debt securities than they are required to purchase
from the Company. The underwriters also may impose a penalty bid, whereby
selling concessions allowed to broker-dealers in respect of the debt
securities sold in the offering may be reclaimed by the underwriters
if such debt securities are repurchased by the underwriters in
stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the debt
securities, which may be higher than the price that might otherwise
prevail in the open market; and these activities, if commenced, may
be discontinued at any time. These transactions may be affected in
the over-the-counter market or otherwise.
The anticipated date of delivery of the debt securities
will be as set forth in the prospectus supplement relating to the
offering of the debt securities.
LEGAL MATTERS
Legal matters with respect to the debt securities offered
hereby will be passed upon for the Company by Jeanie Sell Latz,
Senior Vice President - Corporate Services and Corporate Secretary,
and for the Underwriters by Dewey Ballantine LLP, 1301 Avenue of the
Americas, New York, New York 10019-6092. Dewey Ballantine LLP will
rely for purposes of their opinions upon the opinion of Ms. Latz as
to matters of Missouri law. At September 30, 2000, Ms. Latz owned
beneficially 4,508 shares of the Company's common stock; she also has
options (with dividend equivalent) to purchase 18,586 shares of the
Company's common stock at the fair market value on the dates of the
grants. Dewey Ballantine LLP may from time to time perform legal
services for the Company.
The statements herein under "Description of Debt
Securities," as to the matters of law and legal conclusions, have
been prepared under the supervision of and review by, and are made on
the authority of Ms. Latz, who has given her opinion that such
statements as to such matters and conclusions are correct.
EXPERTS
The consolidated financial statements included in the
latest Annual Report on Form 10-K of the Company, incorporated by
reference in this prospectus, have been audited by
PricewaterhouseCoopers LLP, independent accountants, as stated in
their report included in the latest Annual Report on Form 10-K of the
Company, and have been incorporated by reference in this prospectus
in reliance upon the report of such firm, given upon their authority
as experts in auditing and accounting.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses payable by Registrant for the sale of the
Securities, other than underwriting discount and commissions, are
estimated as follows:
Securities and Exchange Commission registration fee.....$79,200.00
Printing and engraving...................................29,400.00
Services of Independent Accountants......................50,000.00
Fees and expenses of Trustee.............................10,000.00
Rating agency fees......................................115,000.00
Miscellaneous...........................................116,400.00
Total................................................$400,000.00
_______________
Item 15. Indemnification of Directors and Officers.
Mo. Rev. Stat. Section 351.355 (1994) provides as follows:
1. A corporation created under the laws of this state
may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed
action, suitor 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
<PAGE>
in the right of the corporation to procure a judgment in its
favor by reason of the act 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.
<PAGE>
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 n 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
<PAGE>
to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner
"not opposed to the best interests of the corporation" as
referred to in this section.
The officers and directors of the Company have entered into
indemnification agreements with the Company indemnifying such
officers and directors to the extent allowed under the above Mo.
Rev. Stat. Section 351.355 (1994).
Article XIII of the Restated Articles of Consolidation of the
Company provides as follows:
ARTICLE THIRTEENTH. (a) Right to Indemnification. Each
person who was or is made a party or is threatened to be made a
party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or
she is or was a director or officer of the Company or is or was
an employee of the Company acting within the scope and course of
his or her employment or is or was serving at the request of the
Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, shall be indemnified and held harmless by the Company to
the fullest extent authorized by The Missouri General and
Business Corporation Law, as the same exists or may hereafter be
amended, against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid to or to be paid in settlement)
actually and reasonably incurred by such person in connection
therewith. The Company may in its discretion by action of its
Board of Directors provide indemnification to agents of the
Company as provided for in this ARTICLE THIRTEENTH. Such
indemnification shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators.
(b) Rights Not Exclusive. The indemnification and
other rights provided by this ARTICLE THIRTEENTH shall not be
deemed exclusive of any other rights to which a person may be
entitled under any applicable law, By-laws of the Company,
agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in such person's official capacity
and as to action in any other capacity while holding the office
of director or officer, and the Company is hereby expressly
authorized by the shareholders of the Company to enter into
agreements with its directors and officers which provide greater
indemnification rights than that generally provided by The
Missouri General and Business Corporation Law; provided, however,
that no such further indemnity shall indemnify any person from or
on account of such director's or officer's conduct which was
finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct. Any such agreement providing
for further indemnity entered into pursuant to this ARTICLE
THIRTEENTH after the date of approval of this ARTICLE THIRTEENTH
by the Company's shareholders need not be further approved by the
shareholders of the Company in order to be fully effective and
enforceable.
(c) Insurance. The Company may purchase and maintain
insurance on behalf of any person who was or is a director,
officer, employee or agent of the Company,
<PAGE>
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).
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act") may be permitted
to directors, officers and controlling persons of Registrant
pursuant to the foregoing provisions, or otherwise, 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 Registrant of expenses incurred or
paid by a director, officer or controlling person of Registrant
in the successful defense of any action, suit or proceeding) is
asserted against Registrant by such director, officer or
controlling person in connection with the securities being
registered, 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 Act and will be governed by the final adjudication of such
issue.
Item 16. List of Exhibits.
1(a) - Form of Underwriting Agreement.*
1(b) - Form of Distribution Agreement. *
4 - Form of Indenture, between the Company and The Bank
of New York, as Trustee (the "Indenture").
5 - Opinion and consent of Jeanie Sell Latz, Senior Vice
President-Corporate Services and Corporate
Secretary.
12 - Schedule of computation of ratio of earnings to
fixed charges for the years ended December 31, 1999,
1998, 1997, 1996 and 1995 and for the twelve
<PAGE>
month period ended September 30, 2000.
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2 - Consent of Jeanie Sell Latz, Senior Vice President-
Corporate Services and Corporate Secretary (included
as part of Exhibit 5).
24 - Powers of Attorney.
25 - Form T-1 Statement of Eligibility and Qualification
of The Bank of New York, as Trustee under the
Indenture, under the Trust Indenture Act of 1939.
Exhibits listed above which have heretofore been filed with
the Commission and which were designated as noted above are
hereby incorporated herein by reference and made a part hereof
with the same effect as if filed herewith.
_______________________________________________
* To be subsequently filed or incorporated by reference
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act; (ii) to reflect in the prospectus
any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and (iii) to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (1)(i)
and (1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act that are incorporated by reference
in the Registration Statement;
<PAGE>
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) See the last paragraph of Item 15.
(i) The undersigned Registrant hereby undertakes that, (1) for
purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this Registration Statement as
of the time it was declared effective, and (2) for the purpose of
determining any liability under the Securities Act, each post-
effective amendment that contains a form of prospectus shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Kansas City and State of Missouri on the 21st day of November,
2000.
KANSAS CITY POWER & LIGHT COMPANY
By: /s/DRUE JENNINGS
Name: Drue Jennings
Title: Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/Drue Jennings Chairman of the Board and
(Drue Jennings) Chief Executive Officer
(Principal Executive
Officer)
/s/Andrea F. Bieslker Vice President-Finance
(Andrea F. Bielsker) and Treasurer
(Principal Financial
Officer)
/s/Neil A. Roadman Controller
(Neil A. Roadman) (Principal Accounting
Officer)
Bernard J. Beaudoin* President and Director
(Bernard J. Beaudoin)
David L. Bodde* Director
(David L. Bodde)
William H. Clark* Director November 21, 2000
(William H. Clark)
Mark A. Ernst* Director
(Mark A. Ernst)
W. Thomas Grant II* Director
(W. Thomas Grant II)
William C. Nelson* Director
(William C. Nelson)
Linda Hood Talbott* Director
(Linda Hood Talbott)
Robert H. West* Director
(Robert H. West)
_______________
* Drue Jennings, pursuant to Powers of Attorney (executed by
each of the officers and Directors listed above, and filed as
Exhibit 24 hereto), by signing his name hereto does hereby sign
and execute this Registration Statement on behalf of each of the
officers and Directors named above and indicated as signing above
in the capacities in which the name of each appears above.
November 21, 2000 By: /s/DRUE JENNINGS
Name: Drue Jennings
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
1(a) - Form of Underwriting Agreement.*
1(b) - Form of Distribution Agreement. *
4 - Form of Indenture, between the Company and The Bank of
New York, as Trustee (the "Indenture").
5 - Opinion and consent of Jeanie Sell Latz, Senior Vice
President-Corporate Services and Corporate Secretary.
12 - Schedule of computation of ratio of earnings to fixed
charges for the years ended December 31, 1999, 1998,
1997, 1996 and 1995 and for the twelve month period
ended September 30, 2000.
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2 - Consent of Jeanie Sell Latz, Senior Vice
President-Corporate Services and Corporate Secretary
(included as part of Exhibit 5).
24 - Powers of Attorney.
25 - Form T-1 Statement of Eligibility and Qualification of
The Bank of New York, as Trustee under the Indenture,
under the Trust Indenture Act of 1939.
Exhibits listed above which have heretofore been filed with
the Commission and which were designated as noted above are
hereby incorporated herein by reference and made a part hereof
with the same effect as if filed herewith.
_______________________________________________
* To be subsequently filed or incorporated by reference
