REGISTRATION NO. 333-_________
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WASHINGTON,ON DECEMBER __, 2007
Registration No. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________
KANSAS CITY POWER & LIGHT COMPANY
(Exact
| KANSAS CITY POWER & LIGHT COMPANY | |
| (Exact name of registrant as specified in its charter) | |
| Missouri | 44-0308720 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| | | |
1201 Walnut Street Kansas City, Missouri 64106-2124 (816) 556-2200 |
| (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) |
__________________________ Mark G. English General Counsel and Assistant Corporate Secretary Great Plains Energy Incorporated 1201 Walnut Street Kansas City, Missouri 64106-2124 (816) 556-2200 (Name, address, including zip code, and telephone number, including area code, of agent for service) |
|
| With copies to: |
Richard W. Astle Sidley Austin LLP One South Dearborn Street Chicago, Illinois 60603 | Daniel G. Kelly, Jr. Julia K. Cowles Davis Polk & Wardwell 1600 El Camino Real Menlo Park, California 94025 |
Approximate date of Registrant as specified in its charter)
Missouri 44-0308720
(Statecommencement 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 ofproposed sale to the Americas
New York, New York 10019-6092
____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ( )
□
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. (X)
X
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ( )
□__________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ( )
□__________________
If delivery ofthis Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the prospectus is expected to be madeCommission pursuant to Rule 434,
please462(e) under the Securities Act, check the following box. ( )
____________________
□
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, 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)
- -------------------------------------------------------------------------------
Debt $300,000,000 100%(1) $300,000,000 $79,200
Securities
- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.
Title of each class of securities to be registered | Amount to be registered | Proposed maximum aggregate offering price | Amount of registration fee |
| Debt Securities | $900,000,000 (1) | $900,000,000 (1) | $27,630 (2) |
| (1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933. The aggregate offering price of the securities registered hereby will not exceed $900,000,000 in United States dollars or the equivalent thereof in foreign currency units. |
| (2) | In reliance on and in accordance with Rule 457(p) under the Securities Act of 1933, Kansas City Power & Light Company has offset $405 in filing fees previously paid in connection with unsold debt securities registered under a prior Form S-3 registration statement (Registration No. 333-108215), which was filed by Kansas City Power & Light Company, as registrant, on August 26, 2003. |
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 the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until thisthe Registration Statement shall become effective on such date as the Securities and Exchange 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
Notes
General Mortgage Bonds
__________
Kansas City Power & Light Company, or the Company, may offer and sell, from time to time, up to $400,000,000$900,000,000 aggregate offering price of our unsecured debtnotes and general mortgage bonds in one or more offerings. We may offer the securities simultaneously or at different times, in one or more separate series, in amounts, at prices and on terms to be determined at or prior to the time or times of sale.
This prospectus provides you with a general description of these securities. We will establishprovide specific information about the specificoffering and the terms of each series of our debtthese 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. The supplements may also add, update or change information contained in 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 supplementsupplements before you invest in these securities.
Our principal executive offices are located at 1201 Walnut Street, Kansas City, Missouri 64106-2124 and our debt
securities.
telephone number is (816) 556-2200.
Investing in these securities involves risks. You should carefully consider the information referred to under the heading "Risk Factors" beginning on page 1 of this prospectus.
____________________
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.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
____________________
We willmay offer and sell our debtthese 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 debtthese securities, and the net proceeds we receive from the sale. See "Plan“Plan of Distribution."
THE DATE OF THIS PROSPECTUS IS NOVEMBER _, 2000.
__________________
” ____________________
The date of this prospectus is December __, 2007.
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
Page No.
| ABOUT THIS PROSPECTUS | i |
| CAUTIONARY STATEMENTS REGARDING CERTAIN FORWARD-LOOKING INFORMATION | ii |
| THE COMPANY | 1 |
| RISK FACTORS | 1 |
| USE OF PROCEEDS | 1 |
| DISCRIPTION OF NOTES | 2 |
| DESCRIPTION OF GENERAL MORTGAGE BONDS | 11 |
| BOOK-ENTRY SYSTEM | 15 |
| PLAN OF DISTRIBUTION | 18 |
| LEGAL MATTERS | 18 |
| EXPERTS | 18 |
| WHERE YOU CAN FIND MORE INFORMATION | 19 |
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we have filed with the Securities and Exchange Commission, or SEC, using a "shelf" registration process. By using this process, we may, offer upfrom time to a
total dollar amounttime, sell any combination of $400,000,000 of our debtthe securities described in this prospectus in one or more offerings.
This prospectus provides you with a general description of the debt securities we may offer. Each time we offer
debtsell 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. If there is any inconsistency between the information in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more detail on descriptions of the matters discussed in this prospectus. Before you invest in our securities, you should carefully read the registration statement (including the exhibits) of which this prospectus forms a part, this prospectus, the applicable prospectus supplement and the information contained in the documents we refer to
inincorporated by reference into this prospectusprospectus. The incorporated documents are described 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 andor in any accompanying
prospectus supplement.free writing prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information and neither we nor the underwriters of any offering of securities will authorize 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, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. TheYou should assume that the information containedappearing in this prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates.
As described in more detail below under “Where You Can Find More Information”, we and Great Plains Energy Incorporated, our parent company, separately file combined annual, quarterly and current reports. However, only the information related to KCP&L and its consolidated subsidiaries is incorporated by reference in this prospectus. You should not rely on any information relating solely to Great Plains Energy Incorporated or its subsidiaries (other than the information provided separately by KCP&L or the subsidiaries of KCP&L) in determining whether to invest in any securities offered hereby.
Unless the context otherwise requires or as otherwise indicated, when we refer to “Kansas City Power & Light,” “KCP&L,” the “Company,” “we,” “us” or “our” in this prospectus or when we otherwise refer to ourselves in this prospectus, we mean Kansas City Power & Light Company and not any of its subsidiaries.
i
CAUTIONARY STATEMENTS REGARDING
CERTAIN FORWARD-LOOKING INFORMATION
This prospectus and the documents incorporated or deemed incorporated by reference as described under the heading “Where You Can Find More Information” contain forward-looking statements that are not based on historical facts. In some cases, you can identify forward-looking statements by use of the words “may,” “should,” “expect,” “plan,” “anticipate,” “estimate,” “predict,” “potential,” or “continue.” Forward-looking statements include, but are not limited to, statements regarding projected delivery volumes and margins, the outcome of regulatory proceedings, cost estimates for our Comprehensive Energy Plan and other matters affecting future operations. These forward-looking statements are based on assumptions, expectations, and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-looking statements are not guarantees of our future performance and are subject to risks and uncertainties, including those described or referred to under the heading “Risk Factors” in this prospectus, in any prospectus supplement, and in our other SEC filings. These risks and uncertainties could cause actual results, developments and business decisions to differ materially from those contemplated or implied by forward-looking statements. Consequently, you should recognize these statements for what they are and we caution you not to rely upon them as facts. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements. We disclaim any duty to update the forward-looking statements, which apply 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 operationSome of the Public Reference Roomfactors that may cause actual results, developments and business decisions to differ materially from those contemplated by callingthese forward-looking statements include the Commission at 1-800-SEC-0330.following:
| · | future economic conditions in the regional, national and international markets, including but not limited to regional and national wholesale electricity markets |
| · | market perception of the energy industry and the Company |
| · | changes in business strategy, operations or development plans |
| · | effects of current or proposed state and federal legislative and regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the electric utility industry |
| · | decisions of regulators regarding rates the Company can charge for electricity |
| · | adverse changes in applicable laws, regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to, air and water quality |
| · | financial market conditions and performance including, but not limited to, changes in interest rates and in availability and cost of capital and the effects on pension plan assets and costs |
| · | effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments |
| · | impact of terrorist acts |
| · | increased competition including, but not limited to, retail choice in the electric utility industry and the entry of new competitors |
ii
| · | ability to carry out marketing and sales plans |
| · | weather conditions including weather-related damage |
| · | cost, availability, quality and deliverability of fuel |
| · | ability to achieve generation planning goals and the occurrence and duration of unplanned generation outages |
| · | delays in the anticipated in-service dates and cost increases of additional generating capacity |
| · | workforce risks including compensation and benefits costs |
| · | variations between the stated assumptions on which forward-looking statements are based and our actual experience |
| · | other risks and uncertainties |
This list of factors is not all-inclusive because it is not possible to predict all factors. You
mayshould 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.
2
The Commission allows us to "incorporate by reference" into
this prospectuscarefully consider the information we file with them. This means that
we can disclose important informationreferred to you by referring you tounder 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 describedheading “Risk Factors” in this prospectus, is completed:
- -any prospectus supplement, and in 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:
other SEC filings. iii
KANSAS CITY POWER & LIGHT COMPANY
Kansas City Power & Light Company 1201 Walnut,is an integrated, regulated electric utility, headquartered in 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 incorporatedthat engages in Missouri. We generatethe generation, transmission, distribution and distribute electricity to over 463,000sale of electricity. As of September 30, 2007, we serve approximately 507,000 customers located in all or portions of 2224 counties in western Missouri and eastern Kansas. Our customers include approximately 407,000447,200 residences, 53,000over 57,500 commercial firms, and over 3,000
industries,approximately 2,200 industrials, municipalities, and other electric utilities. About two-
thirdsOur retail revenues averaged approximately 81% of our total operating revenues over the last three years. Wholesale firm power, bulk power sales and miscellaneous electric revenues accounted for the remainder of utility revenues. We are significantly impacted by seasonality, with approximately one-third of our retail salesrevenues recorded in the third quarter.
RISK FACTORS
Investing in our securities involves risks. Our business is influenced by many factors that are difficult to Missouri customerspredict, involve uncertainties that may materially affect actual results and are often beyond our control. You should carefully consider the remainder are to Kansas customers. Our principal executive office is
located at 1201 Walnut, Kansas City, Missouri 64106 (Telephone: (816)
556-2200).
information under the heading "Risk Factors” in:
| · | any prospectus supplement relating to any securities we are offering; |
| · | our annual report on Form 10-K for the fiscal year ended December 31, 2006 and our quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2007, June 30, 2007 and September 30, 2007, which are incorporated by reference into this prospectus; and |
| · | documents we file with the SEC after the date of this prospectus and which are deemed incorporated by reference into this prospectus. |
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 saleissuance of any of the debtoffered securities for general corporate purposes, including, among others:
- - Repayment
| · | repurchase, retirement or refinancing of other securities; |
| · | funding of construction expenditures; and |
Pending such uses, we may also invest the proceeds in certificates of
short term debt,
- - Repurchase, retirementdeposit, United States government securities or
refinancingcertain other interest-bearing securities. If we decide to use the net proceeds from a particular offering of
other securities
- - Funding of construction expenditures,
- - Acquisitions, and
- - Investmentsfor a specific purpose, we will describe that in
subsidiaries.
3
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to
fixed charges for the periods indicated:
YEAR ENDED DECEMBER 31,
Twelve Months ______________________________________
Ended
September 30, 2000 1999(a) 1998(a) 1997(a) 1996(a) 1995
___________________ _______ _______ _______ _______ ____
2.41 2.07 2.87 2.03 3.06 3.94
(a)We incurred significant merger-related costs relating to two
planned mergers, one of which was terminated in 1996 and the
other was terminated in 2000.
related prospectus supplement. 1
DESCRIPTION OF DEBT SECURITIES
NOTES
General
The debt securities are to be issuednotes will represent unsecured obligations of the Company. We will issue each series of notes under anthe Indenture, to
be entered intodated as of May 1, 2007, between the Company and The Bank of New York Trust Company, N.A., as Trustee ("Trustee"), (the "Indenture"), a form of which is included
as an exhibittrustee. We refer to the registration statement of whichthis Indenture in this prospectus as the “Indenture” and to The Bank of New York Trust Company, N.A. as the “trustee.” If at any time there is a part. The Company may also enter intomore than one or more amendments or
supplements totrustee under the Indenture, or additional indentures with other
trustees,the term “trustee” as used in this section with respect to certainthe notes of any series means the debt securities. Any such
indenture would contain covenants and other provisions similar to
those described below. Reference is madetrustee with respect to the prospectus
supplement regarding any additional indentures or additional terms
andnotes of that series.
We have summarized selected 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,
4
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 doesbelow. However, the following statements are summaries only, do not purport to be complete and isare subject to, and qualified in itstheir entirety by, reference to,all of the provisions of the Indenture, includingwhich is incorporated by reference herein. Certain of the definitions thereinterms used below are used herein with the meanings ascribed to such terms by the Indenture. You should carefully read the summary below and the provisions of the Indenture that may be important to you before investing. The Indenture, and not this description, defines the rights of the holders of the notes. Copies of the Indenture will be available at the offices of the trustee at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602. The following sets forth certain
terms.
GENERAL:general terms and provisions of the notes. The particular terms of the series of notes offered by any prospectus supplement will be described in that prospectus supplement. 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"),notes 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)issued at
which the debt securities shallvarious times, may have differing maturity dates, may bear interest
if any, or
the method by which such rate orat differing rates
shall be
determined;
(6) if the amount of payments of the principal of, premium,
if any, or interest, if any, on the debt securitiesand may
be determined with reference to an index, formula orhave 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 thediffering terms and conditions,
upon which
the debt securities may be redeemed, in whole or in part,as described below. We need not issue all notes of one series at the
option of the Company;
5
(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.
6
The Indenture Securities will be issued only in registered
form without couponssame time and, unless otherwise provided, with respect towe may reopen 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 inwithout 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 Securitiesconsent of the holder of the notes of that series to be represented by such Global
Security or Global Securities. (Section 2.01) No service charge will
be made for any transfer or exchangeissuances 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)additional notes. One or more series of the Indenture Securitiesnotes may be issued with the same or various maturities at par, above par or at a discount. Debt securitiesNotes 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: Ifto those securities. Unless otherwise described in the applicable 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
Indebtednessdebt, including secured debt, that we or our subsidiaries may incur. There is no limitation of the Companyamount of debt we may issue.issue under the Indenture. The Indenture also permits us to merge or consolidate or to transfer or lease our assets, subject to certain conditions (see "Consolidation, Merger and Sale" below). Ranking
Each series of notes will be our direct unsecured general obligations and will rank equally with all of our other unsecured and unsubordinated debt. As of September 30, 2000,
$1,076 million of Senior Indebtedness2007, our aggregate outstanding debt that would have ranked equally with the notes was outstandingapproximately $991.1 million.
Unless otherwise provided in
the form of
bonds, debentures, notes or other securities, bank borrowings
7
and capital leases.
REDEMPTION: If thea prospectus supplement, relatingthe notes will effectively rank junior to our mortgage bonds which were issued under our Mortgage Indenture. The Mortgage Indenture constitutes 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 thanfirst mortgage lien upon substantially all of our fixed property and franchises. At September 30, 2007, there was approximately $158.8 million aggregate principal amount of mortgage bonds outstanding. We have agreed with the issuer of certain bond insurance policies to not issue additional mortgage bonds if, after giving effect to such additional mortgage bonds, the proportion of secured debt to total indebtedness exceeded 75%. Additionally, if the long term rating for such mortgage bonds by Standard & Poor's or Moody's Investors Service would be at or below A- or A3, respectively, such agreements would prohibit us from issuing additional mortgage bonds if, after giving effect to such additional mortgage bonds, the proportion of secured debt to total indebtedness exceeded 50%. At September 30, 2007, the proportion of secured debt to total indebtedness was approximately 11%. 2
Provisions of a seriesParticular Series
The prospectus supplement applicable to each issuance of Indenture Securitiesnotes will specify, among other things:
| · | the title and any limitation on aggregate principal amount of the notes; |
| · | the original issue date of the notes; |
| · | the date or dates on which the principal of any of the notes is payable; |
| · | the fixed or variable interest rate or rates, or method of calculation of such rate or rates, for the notes, and the date from which interest will accrue; |
| · | the terms, if any, regarding the optional or mandatory redemption of any notes, including the redemption date or dates, if any, and the price or prices applicable to such redemption; |
| · | whether the notes 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 of more global securities and, if so, the identity of the Depositary for such global security or global securities; |
| · | the denominations in which such notes will be issuable; |
| · | the maximum annual interest rate, if any, of the notes; |
| · | the period or periods within which, the price or prices at which and the terms and conditions upon which any notes may be repaid, in whole or in part, at the option of the holder thereof; |
| · | the place or places where the principal of, and premium, if any, and interest, if any, on the notes shall be payable; |
| · | any addition, deletion or modification to the events of default applicable to that series of notes and the covenants for the benefit of the holders of that series; |
| · | the terms, if any, pursuant to which notes may be converted into or exchanged for shares of our capital stock or other securities; |
| · | our obligation, if any, to redeem, purchase, or repay the notes, including, but not limited to, 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 notes shall be redeemed, purchased, or repaid pursuant to such obligation; |
| · | any remarketing features of the notes; |
| · | any collateral, security, assurance, or guarantee for the note; |
| · | if other than the principal amount thereof, the portion of the principal amount of the notes payable upon declaration of acceleration of the maturity of the notes; |
| · | the securities exchange(s), if any, on which the notes will be listed; |
| · | any interest deferral or extension provisions; |
| · | the terms of any warrants we may issue to purchase notes; |
3
| · | the right, if any, for us to extend the interest payment periods of the notes, including the maximum duration of any extension and additional interest payable upon exercise of such right; and |
| · | any other terms of the notes not inconsistent with the provisions of the Indenture. |
Registration, Transfer and Exchange
Unless otherwise indicated in the applicable prospectus supplement, each series of notes will initially be issued in the form of one or more Global
Securities thatglobal securities, in registered form, without coupons, as described under "Book-Entry System." The global securities will be registered in the name of a depository, or its nominee, and deposited with, or on behalf of, the Depositary identifieddepository. Except 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 becircumstances 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,"Book-Entry System," owners of beneficial interests in a Global Securityglobal security will not be entitled to have Indenture Securities of the series represented by
such Global Securitynotes registered in their names, will not receive or be entitled to receive physical delivery of Indenture Securities of
such series in definitive formany notes and will not be considered the owners
orregistered holders thereof under the Indenture.
Payments
Notes of
any series will be exchangeable for other notes of the same series of any authorized denominations and of a like aggregate principal
amount and tenor. Subject to the terms of
premium, ifthe Indenture and the limitations applicable to global securities, notes may be presented for exchange or registration of transfer – duly endorsed or accompanied by a duly executed instrument of transfer – at the office of any
transfer agent we may designate for such purpose, without service charge but upon payment of any taxes and
interest, if
any, on Indenture Securities registeredother governmental charges, and upon satisfaction of such other reasonable requirements as are described 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.
8
The Company expects that the Depositary for Indenture
Securities of a series, upon receipt of any payment of principal,
premium, if any, or interest, if any, in respect of a Global Security
will credit immediately participants' accounts with payments in
amounts proportionate to their respective beneficial interestsIndenture. Unless otherwise indicated in the principal amount of such Global Security as shown onapplicable prospectus supplement, 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," andtransfer agent 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 bytrustee under 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 CompanyIndenture. We may at any time anddesignate additional transfer agents or rescind the designation of any transfer agent or approve a change in its sole discretion
determine notthe office through which any transfer agent acts, except that we will be required to have any Indenture Securitiesmaintain a transfer agent in each place 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
exchangepayment for the Global Security or Global Securities representing
such Indenture Securities. Further, if the Company so specifies with
respect to the Indenture Securitiesnotes of a series, each person
specified by the Depositaryseries.
Payment and Paying Agents
Principal 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 Securitiesnotes issued in the form of global securities will be made against
surrender of such Indenture Securities atpaid in the principal offices of
the Trustee. manner described under "Book-Entry System."
Unless otherwise indicated in the applicable prospectus supplement, paymentthe principal of and any premium and interest on notes of a particular series in the form of certificated securities will be payable at the office of the trustee or at the authorized office of any installmentpaying agent or paying agents upon presentation and surrender of interest on Indenture
Securitiessuch notes. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be maderequired to maintain a paying agent in each place of payment for the person in whose name such Indenture
Security is registered at the closenotes of business on the record date
for such interest.a particular series. Unless otherwise indicated in the applicable prospectus supplement, paymentsinterest on the notes of sucha particular series, other than interest at maturity, that are in the form of certificated securities will be made at the principal
offices of the Trustee, orpaid by a check payable in clearinghouse funds mailed to each holder of an
Indenture Securitythe person entitled thereto at such holder's registered address.
All moneys paidperson's address as it appears on the register for such notes maintained by the Companytrustee. All monies we pay to the trustee or a paying agent for the payment of the principal of, and premium if any, or interest, if any, on, any Indenture Security thatnote which 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 Companyus, and the holder of such Indenture Security entitled to receive such payment willnote thereafter may look only to the Companyus 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
Redemption
Any terms for the Company,optional or mandatory redemption of the notes will be set forth in the applicable prospectus supplement. Unless otherwise indicated in the applicable prospectus supplement, notes will be redeemable by us only upon notice by mail not less than 30 nor more than 60 days prior to the date
4
fixed for redemption, and, if less than all the notes of a series are to be redeemed, the particular notes to be redeemed will be selected by such method as shall be provided for any particular series, or in the absence of any such provision, by the trustee in such manner as it shall deem fair and appropriate.
Any notice of redemption at our option may state that such redemption will be conditional upon receipt by the trustee or the paying agent or agents, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest on, such notes and that if such money has not been so received, such notice will be of no force and effect and we will not be required to redeem such notes.
Consolidation, Merger and Sale or Disposition of Assets
We may not, without the consent of the holders of any of the Indenture
Securities, to notes, consolidate with or merge into any other corporation or sell, transfer, lease or lease its assetsotherwise dispose of our properties as an entirety or substantially as an entirety to any person, provided that: (i)unless:
| · | the successor or transferee corporation or the person which receives such properties pursuant to such sale, transfer, lease or other disposition is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; |
| · | the successor or transferee corporation or the person which receives such properties pursuant to such sale, transfer, lease or other disposition assumes by supplemental Indenture, in a form reasonably satisfactory to the trustee, the due and punctual payment of the principal of and premium and interest, if any, on all the notes outstanding under the Indenture and the performance of every covenant of the Indenture to be performed or observed by us; |
| · | we have delivered to the trustees for such notes an officer's certificate and an opinion of counsel, each stating that the transaction complies with the Indenture and the applicable conditions precedent; and |
| · | immediately after giving effect to the transaction, no Event of Default (see "Events of Default") or event that, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. |
Upon any such consolidation, merger, sale, transfer, lease or other disposition of our properties as or substantially as an entirety, the successor corporation formed by or surviving any such consolidation or merger,into which we are merged or the person to which such sale, transfer, lease or leaseother disposition is made shall have been
made (the "Successor") is a corporation organizedsucceed to, and be substituted for, and may exercise every right and power of, us under the laws ofIndenture with the United States of Americasame effect as if such successor corporation or any state thereof; (ii) the Successor
assumes the Company'sperson had been named as us therein, and we will be released from all obligations under the Indenture and the
Indenture Securities; (iii) immediately after giving effect to the
transaction, no Event of Default (see "Default and Certain Rights on
Default") and no event that, after notice or lapse of time, or both,
would become an Event of Default, shall have occurred and be continuing;
and (iv) certain other conditions are met. (Section 11.02) The Indenture
does not restrict the merger of
9
another corporation into the Company. The Successor, other than a
Successor by reason of a lease of the Company's properties, will succeed
to the Company's rights and obligations under the Indenture and the
Indenture Securities and the Company will be relieved of its obligations.
These provisions will not, however, be applicable to the
sale, transfer or lease by the Company to an affiliated company of
facilities used for the generation of electricity (and not used for
the transmission or distribution of electric energy), provided that,
all such sales, transfers or leases occurring after the date of this
Indenture shall not in the aggregate represent assets with a
depreciated value on the books of the Company, calculated with
respect to the assets sold, transferred or leased at the time of such
sale, transfer or lease, in excess of 65% of the depreciated value on
the books of the Company of its total assets as set forth in its balance
sheet at September 30, 2000.
MODIFICATION OF THE INDENTURE: The Indenture contains
provisions permitting the Company and the Trustee, withoutIndenture. Modification
Without the consent of any holder of notes, the holders of the Indenture Securities, to establish,
among other things, the formtrustee for such notes and terms of any series of Indenture
Securities issuable thereunder bywe may enter into one or more supplemental indentures for any of the following purposes:
| · | to supply omissions, cure any ambiguity or inconsistency or correct defects, which actions, in each case, are not prejudicial to the interests of the holders of notes of any series in any material respect; |
| · | to change or eliminate any provision of the Indenture, provided that any such change or elimination will become effective with respect to such series only when there is no note of such series outstanding created prior to the execution of such supplemental indenture which |
5
| is entitled to the benefit of such provision, or such change or elimination is applicable only to notes of such series issued after the effective date of such change or elimination; |
| · | to establish the form or terms of notes of any series as permitted by the Indenture; |
| · | to evidence the succession of another corporation to us, and the assumption of our covenants in the Indenture and the notes by any permitted successor; |
| · | to grant to or confer upon the trustee for any notes for the benefit of the holders of such notes, any additional rights, remedies, powers or authority; |
| · | to permit the trustee for any notes to comply with any duties imposed upon it by law; |
| · | to specify further the duties and responsibilities of, and to define further the relationship among, the trustee for any notes, any authenticating agent and any paying agent, and to evidence the succession of a successor trustee as permitted under the Indenture; |
| · | to add to our covenants for the benefit of the holders of all or any series of outstanding notes, to add to the security of all notes, to surrender any right or power conferred upon us by the Indenture or to add any additional events of default with respect to all or any series of outstanding notes; and |
| · | to make any other change that is not prejudicial to the holders of any notes. |
Except as provided above, and withexcept as otherwise provided in the applicable prospectus supplement, the consent of the holders of a majority in aggregate principal amount of the Indenture Securitiesnotes of anyall series atthen outstanding, considered as one class, is required for the time outstanding, evidenced as in the Indenture provided, to
execute supplemental indenturespurpose of adding any provisions to, or changing in any manner, or eliminating any of the provisions of, the Indenture pursuant to one or more supplemental indentures or of any supplemental indenture with respect to Indenture Securities
of such series,modifying or modifyingwaiving in any manner the rights of the holders of the Indenture Securities of such series;notes; provided, however, that no suchif less than all of the series of notes outstanding are directly affected by a proposed 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, withoutthen the consent only 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 outstanding applicable notes of all series so directly affected, considered as one class, will be required.
Notwithstanding the foregoing, no such amendment or modification may, without the consent of each holder of outstanding notes affected thereby:
| · | change the maturity date of the principal of any note; |
| · | reduce the rate of interest or change the method of calculating such rate, or extend the time of payment of interest, on any note; |
| · | reduce the principal amount of, or premium payable on, any note; |
| · | change the coin or currency of any payment of principal of, or any premium or interest on any note; |
| · | change the date on which any note may be redeemed or adversely affect the rights of a holder to institute suit for the enforcement of any payment of principal of or any premium or interest on any note; or |
| · | modify the foregoing requirements or reduce the percentage of outstanding notes necessary to modify or amend the Indenture or to waive any past default. |
6
A supplemental indenture which changes or eliminates any covenant or other provision of the Indenture Securitieswhich has expressly been included solely for the benefit of one or more series of notes, or which modifies the rights of the holders of notes of such series outstanding thereunder may waive the default and rescind
the declaration and its consequences. Events of Default with respect to such covenant or provision, will be deemed not to affect the rights under the Indenture of the holders of the notes of any other series.
Events of Default
Unless specifically deleted in a supplemental indenture or board of directors resolution under which a series of Indenture Securities include (unless
specifically deleted in the supplemental indenture or Board Resolution
under which such series of Indenture Securitiesnotes is issued, or modified in any such supplemental indenture):
(i) failureindenture, each of the following will constitute an event of default under the Indenture with respect to pay interest when due onnotes of any Indenture Securityseries:
| · | failure to pay interest on the notes of such series within 30 days after the same becomes due and payable; |
| · | failure to pay principal of or premium, if any, on any note of such series, as the case may be, within one day after the same becomes due and payable; |
| · | failure to perform or breach of any of our other covenants or warranties in the Indenture (other than a covenant or warranty solely for the benefit of one or more series of notes other than such series) for 60 days after written notice to us by the trustee or to us and the trustee by the holders of at least 33% in aggregate principal amount of the outstanding applicable notes of such series; |
| · | certain events of bankruptcy, insolvency, reorganization, assignment or receivership; or |
| · | any other event of default specified in the applicable prospectus supplement with respect to notes of a particular series. |
No event of default with respect to the notes of a particular series necessarily constitutes an event of default with respect to the notes of any other series issued under the Indenture.
If an event of default with respect to any series of notes occurs and is continuing, then either the trustee for such series
continued for 30 days;
(ii) failure to pay principal or
premium, if any, when due on
any Indenture Security of such series, continued for 1
business day;
(iii) failure to perform any other covenant of the Company in
the Indenture or the Indenture Securities of such series
(other than a covenant included in the Indenture or the
Indenture Securities solely for the benefit of series of
Indenture Securities other than such series), continued
for 60 days after written notice from the Trustee
10
or the holders of 33% or more in aggregate principal amount
of the Indenture Securities of such series outstanding
thereunder;
(iv) certain events of bankruptcy, insolvency or
reorganization; and
(v) any other Event of Default as may be specified for such
series. (Section 6.01)
The Indenture provides that the holders of a majority in aggregate principal amount of the outstanding notes of such series, by notice in writing, may declare the principal amount of and interest on all of the notes of such series to be due and payable immediately; provided, however, that if an event of default occurs and is continuing with respect to more than one series of notes under the Indenture, Securitiesthe trustee for such series or the holders of a majority in aggregate principal amount of the outstanding notes of all such series, considered as one class, may make such declaration of acceleration and not the holders of the notes of any one of such series. At any time after an acceleration with respect to the notes of any series has been declared, but before a judgment or decree for the payment of the money due has been obtained, the event or events of default giving rise to such acceleration will be waived, and the acceleration will be rescinded and annulled, if
| · | we pay or deposit with the trustee for such series a sum sufficient to pay all matured installments of interest on all notes of such series, the principal of and premium, if any, on the notes of such series which have become due otherwise than by acceleration and interest thereon at the rate or rates specified in such notes, interest upon overdue installments of interest at the rate or rates specified in such notes, to the extent that payment of such interest is lawful, and all amounts due to the trustee for such series under the Indenture; and |
| · | any other event or events of default with respect to the notes of such series, other than the nonpayment of the principal of and accrued interest on the notes of such series which has |
7
| become due solely by such acceleration, have been cured or waived as provided in the Indenture. |
However, no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or impair any related right.
Subject to the provisions of the Indenture relating to the duties of the trustee in case an event of default shall occur and be continuing, the trustee generally will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders unless such holders have offered to the trustee reasonable security or indemnity satisfactory to it. Subject to such provisions for the indemnification of the trustee and certain other limitations contained in the Indenture, the holders of a majority in aggregate principal amount of the outstanding thereunder may, subjectnotes of any series will have the right to certain exceptions, direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or of exercising any trust or power or trust conferred upon,on the Trusteetrustee, with respect to the notes of that series; provided, however, that if an event of default occurs and is continuing with respect to more than one series of notes, the holders of a majority in aggregate principal amount of the outstanding notes of all those series, considered as one class, will have the right to make such direction, and not the holders of the notes of any one series. Any direction provided by the holders shall not be in conflict with any rule of law or with the Indenture Securitiesand will not involve the trustee in personal liability in circumstances where reasonable indemnity would not, in the trustee's sole discretion, be adequate and the trustee may take any other action it deems proper that is not inconsistent with such direction.
The holders of sucha majority in aggregate principal amount of the outstanding notes of any series and may waive any past default under the Indenture on behalf of all holders of Indenture Securitiesnotes of suchthat series waive
any past default and its consequences with respect to Indenture
Securitiesthe notes of suchthat series, except a default in the payment of the
principal of or any premium if any, or interest on anysuch notes. No holder of the Indenture
Securities of such series. (Section 6.06)
Holders of Indenture Securitiesnotes of any series may not
institute any proceeding with respect to enforce the Indenture, or for the appointment of a receiver or a trustee, or for any other remedy, unless such holder has previously given to the Trustee
thereunder shall have refused or neglectedtrustee for such series written notice of a continuing event of default with respect to act for 60 days after a
request and offerthe notes of satisfactory indemnity bysuch series, the holders of 33% or
morea majority in aggregate principal amount of the Indenture Securitiesoutstanding notes of all series in respect of which an event of default has occurred and is continuing, considered as one class, have made written request to the trustee for such series outstanding thereunder, butto institute such proceeding and have offered such reasonable indemnity as the right of anytrustee may require, and the trustee for such series has failed to institute such proceeding within 60 days after such notice, request and offer. Furthermore, no holder of Indenture Securitiesnotes of any series will be entitled to enforceinstitute any such action if and to the extent that such action would disturb or prejudice the rights of other holders of those notes.
Notwithstanding the foregoing, each holder of notes of any series has the right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, and interest on such notes when due and to institute suit for the enforcement of any such payment, and such rights may not be impaired without the consent of that holder of notes.
The trustee, within 90 days after it receives notice of the occurrence of a default with respect to the notes of any series, is required to give the holders of the notes of that series notice of such default, unless cured or waived, but, except in the case of default in the 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 givenotes of that series, 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 oftrustee may withhold 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 noticeit is in the interestsinterest of such holders. (Section 6.07)
The Company isholders to do so. We will be required to deliver to the Trusteetrustees for the notes each year an Officers' Certificate statinga certificate as to whether such officers have obtainedor not, to the knowledge of the officers signing such certificate, we are in compliance with all conditions and covenants under the Indenture, determined without regard to any period of grace or requirement of notice under the Indenture.
Defeasance and Discharge
Unless the applicable prospectus supplement states otherwise, we may elect either:
| 1. | to defease and be discharged from any and all obligations in respect of the notes of any series then outstanding under the Indenture (except for certain obligations to register the |
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| transfer or exchange of the notes of such series, replace stolen, lost or mutilated notes, maintain paying agencies and hold monies for payment in trust); or |
| 2. | to be released from the obligations of the Indenture with respect to the notes of any series under any covenants applicable to the notes of such series which are subject to covenant defeasance as described in the Indenture, supplemental indenture or other instrument establishing such series. |
In the case of either (1) or (2), the following conditions must be met:
| · | we will be required to deposit, in trust, with the trustee money or U.S. government obligations, which through the payment of interest on those obligations and principal of those obligations in accordance with their terms will provide money, in an amount sufficient, without reinvestment, to pay all the principal of, premium, if any, and interest on the notes of such series on the dates payments are due (which may include one or more redemption dates designated by us), |
| · | no event of default or event which with the giving of notice or lapse of time, or both, would become an event of default under the Indenture must have occurred and be continuing on the date of the deposit, and 91 days must have passed after the deposit has been made and, during that period, certain events of default must not have occurred and be continuing as of the end of that period, |
| · | the deposit must not cause the trustee to have any conflicting interest with respect to our other securities, |
| · | we must have delivered an opinion of counsel to the effect that the holders will not recognize income, gain or loss for federal income tax purposes (and, in the case of paragraph (1) above, such opinion of counsel must be based on a ruling of the Internal Revenue Service or other change in applicable federal income tax law) as a result of the deposit or defeasance and will be subject to federal income tax in the same amounts, in the same manner and at the same times as if the deposit and defeasance had not occurred, and |
| · | we must have delivered an officer’s certificate to the trustee as provided in the Indenture. |
We may exercise our defeasance option under paragraph (1) with respect to notes of any series notwithstanding our prior exercise of our covenant defeasance option under paragraph (2). If we exercise our defeasance option for notes of any series, payment of the notes of such series may not be accelerated because of a subsequent event of default. If we exercise our covenant defeasance option for notes of any series, payment of the notes of such series may not be accelerated by reference to a subsequent breach of any of the Companycovenants noted under clause (2) in the performance of certain
covenants and, if so, specifyingpreceding paragraph. In the nature thereof. (Section 4.06)
CONCERNING THE TRUSTEE: The Indenture provides that the
Trustee shall, priorevent we fail to the occurrence of any Event of Defaultcomply with our remaining obligations with respect to the Indenture Securitiesnotes of any series under the Indenture after exercising our covenant defeasance option and after the curingnotes of such series are declared due and payable because of the subsequent occurrence of any event of default, the amount of money and U.S. government obligations on deposit with the trustee may be insufficient to pay amounts due on the notes of such series at the time of the acceleration resulting from that event of default. However, we will remain liable for those payments.
Resignation or waivingRemoval of all EventsTrustee
The trustee may resign at any time upon written notice to us specifying the day upon which the resignation is to take effect and such resignation will take effect immediately upon the later of Defaultthe appointment of a successor trustee and such specified day. The trustee may be removed at any time 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 Securitiesnotes of any series the Trustee shall exercise such of the rights and powers
vestedby an instrument or concurrent instruments 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 dealwriting filed with the Companytrustee and signed by the holders, or their attorneys-in-fact, of a majority in aggregate principal amount of that series of notes then outstanding. In addition, so long as if
it were notno event of default or event which, with the Trustee undergiving
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of notice or lapse of time or both, would become an event of default has occurred and is continuing, we may remove the Indenture. (Section 7.04)
trustee upon notice to the holder of each note outstanding and the trustee, and appoint a successor trustee.
Concerning the Trustee
As of September 30, 2000, The Bank of New York, which will
be2007, the Trustee under the Indenture, istrustee and its affiliates were the trustee for $1,151.8 million of our secured and unsecured debt under fourteen separate indentures, including Environmental Improvement Revenue Refunding debt issued by certain governmental entities. In addition, an affiliate of the Company's
$296,500,000 principal amounttrustee is one of currently outstanding medium-term
notes issuedthe lenders under Indentures dated February 15, 1992, November 15,
1992, November 1, 1994credit agreements with us and December 1, 1996. The Bankour parent under which an aggregate of New York$1 billion may be borrowed. An affiliate of the trustee is also a depository for
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funds and performs other services for, and transacts other banking business with the Companyour affiliates and its affiliatesus in the normal course of
business.
SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE:and may do so in the future. The Indenture provides that our obligations to compensate the trustee and reimburse the trustee for expenses, disbursements and advances will be secured by a lien prior to that of the notes upon the property and funds held or collected by the trustee as such, except funds held in trust for the benefit of the holders of particular notes. Governing Law
The Indenture and the related notes will be governed by New York law.
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DESCRIPTION OF GENERAL MORTGAGE BONDS
We will issue each series of general mortgage bonds under the General Mortgage Indenture and Deed of Trust, dated as of December 1, 1986, as supplemented from time to time, executed by the Company to UMB Bank, N.A. (formerly United Missouri Bank of Kansas City, N.A.), as trustee. We refer in this prospectus to the general mortgage bonds as the “mortgage bonds,” to the mortgage as the “Mortgage Indenture” and to UMB Bank, N.A. as the “Mortgage Trustee.”
We have summarized selected provisions of the Mortgage Indenture below. However, the following statements are an outline only, do not purport to be complete, and are qualified in their entirety by reference to the Mortgage Indenture (copies of which are filed as exhibits to the registration statement of which this prospectus is a part). This outline incorporates by reference certain articles and sections of the Mortgage Indenture specifically enumerated below and is qualified in its entirety by such reference. Certain of the terms used below are used in this prospectus with the meanings ascribed to such terms by the Mortgage Indenture.
The following sets forth certain general terms and provisions of the mortgage bonds. The particular terms of the series of mortgage bonds offered by any prospectus supplement will be described in that prospectus supplement. Any terms of the mortgage bonds that are not summarized herein will be described in the applicable prospectus supplement.
Security and Priority
The Company's principal plants and properties, insofar as they constitute real estate, are owned; certain other facilities of the Company are located on premises held by the Company under leases, permits or easements; and the Company's electric transmission and distribution lines and systems (which constitute a substantial portion of the Company's investment in physical property) are for the most part located over or under highways, streets, other public places or property owned by others for which permits, grants, easements, licenses or franchises (deemed satisfactory but without examination of underlying land titles) have been obtained.
The Mortgage Indenture constitutes a first mortgage lien upon substantially all of the fixed property and franchises of the Company (except property which is released from the lien of the Mortgage Indenture, as described below), consisting principally of electric generating plants, electric transmission and distribution lines and systems, and buildings, subject to encumbrances permitted under the Mortgage Indenture. (Mortgage Indenture Section 1.03(ff).) The Mortgage Indenture subjects to the lien thereof property, of the character initially mortgaged, which is acquired by the Company subsequent to December 1, 1986. Such after-acquired property may be discharged uponsubject to prior liens which secure debt outstanding at the time of such acquisition in an amount not in excess of 75% of the cost or fair value, whichever is less, of such after-acquired property at such time. (Mortgage Indenture Section 1.03(ff)(xv).)
The property excepted from the lien of the Mortgage Indenture consists principally of: cash and securities (unless deposited with the Mortgage Trustee); accounts receivable; contracts and operating agreements not pledged or required to be pledged with the Mortgage Trustee; equipment, spare parts, tools, materials, supplies and fuel held for sale or lease in the ordinary course of business or for use or consumption in, or the operation of, any properties of, or for the benefit of, the Company, or held in advance of use thereof for maintenance or fixed capital purposes; electricity, gas, steam, water, ice and other materials, products or services for sale, distribution or use; vehicles; leasehold interests and leasehold improvements; minerals and mineral rights; nuclear fuel, cores and materials; communications equipment, computers and office furniture; and other real and personal property which is not an integral part of the electric and any steam generating, transmission and distribution operations of the Company. (Mortgage Indenture Section 1.03(s).)
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The mortgage bonds will rank equally and ratably (except as to sinking funds and other analogous funds established for the exclusive benefit of a particular series) with all mortgage bonds, regardless of series, from time to time issued and outstanding under the Mortgage Indenture.
The Mortgage Indenture provides that the Mortgage Trustee shall have a lien on the mortgaged property, prior to the mortgage bonds, for the payment of its reasonable compensation and expenses and for indemnity against certain liabilities. (Mortgage Indenture Section 14.09.)
Issuance of Additional Mortgage Bonds
The maximum principal amount of mortgage bonds which may be issued under the Mortgage Indenture is not limited. Mortgage bonds of any series may be issued from time to time in principal amounts:
| · | not exceeding 75% of the amount of unbonded “bondable property;” |
| · | equal to the principal amount of mortgage bonds and “prior lien bonds” which have been retired or purchased or acquired by the Company since the date of the Mortgage Indenture or are then being retired or purchased or acquired by the Company, and which have not theretofore been bonded; or |
| · | equal to the amount of cash deposited with the Mortgage Trustee for such purpose. |
(Mortgage Indenture Articles III, IV, V and VI.)
“Bondable property” includes: the Company's electric and any steam generating, transmission and distribution properties; construction work in progress; property in the process of purchase to which the Company has legal title; fractional and undivided interests of the Company in certain property owned jointly or in common with other persons; engineering, financial, economic, environmental, geological and legal or other surveys, data processing equipment and software associated with the acquisition or construction of property; paving, grading and other improvements to property owned by others but used by the Company; and certain property owned by the Company located on property owned by others, including governments. (Mortgage Indenture Section 1.03(h).)
“Prior lien bonds” means any indebtedness secured by liens either (i) existing both at and immediately prior to the acquisition of the property by the Company, or (ii) created as purchase money mortgages at the time the Company acquires the property, and in each case ranking prior to, or on a parity with, the lien of the Mortgage Indenture. (Mortgage Indenture Sections 1.03(hh) and 1.03(ii).)
The amount of bondable property is the lesser of its cost or fair value determined in accordance with generally accepted accounting principles in effect at December 1, 1986 or, at the option of the Company, at the date of their determination, minus 133 1/3% of the principal amount of all prior lien bonds which are (a) outstanding and secured by a prior lien on bondable property owned by the Company at December 1, 1986, and (b) outstanding and secured by a prior lien, other than due solely to an after-acquired property clause, on bondable property at the date of its acquisition by the Company after such date. (Mortgage Indenture Section 1.03(h).) In determining generally accepted accounting principles, the Company may conform to accounting orders from any governmental regulatory commission. (Mortgage Indenture Section 1.03(u).)
Withdrawal of Certain Cash
Cash deposited with the Mortgage Trustee as a basis for the issue of additional mortgage bonds may be withdrawn by the Company in the amount of 75% of the lesser of the cost or fair value of unbonded bondable property that is bonded, after deducting 133 1/3% of the principal amount of all prior lien bonds which are (a) outstanding and secured by a prior lien on such bondable property owned by the Company at December 1, 1986, and (b) outstanding and secured by a prior lien, other than due solely to
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an after-acquired property clause, on bondable property at the date of its acquisition by the Company after such date.Any other cash deposited with the Mortgage Trustee may be withdrawn by the Company in the amount of:
| · | 100% of the lesser of the cost or fair value of unbonded bondable property that is bonded, after deducting 133 1/3% of the principal amount of all prior lien bonds which are (a) outstanding and secured by a prior lien on such bondable property owned by the Company at December 1, 1986, and (b) outstanding and secured by a prior lien, other than due solely to an after-acquired property clause, on bondable property at the date of its acquisition by the Company after such date; or |
| · | the principal amount of mortgage bonds and prior lien bonds which have been retired or purchased or acquired by the Company since the date of the Mortgage Indenture or are then being retired or purchased or acquired by the Company, and which have not theretofore been bonded. |
(Mortgage Indenture Article XI.)
Release and Substitution of Property
Mortgaged property may be released from the lien of the Mortgage Indenture:
| · | if after such release the fair value of the remaining mortgaged property equals or exceeds a sum equal to 133 1/3% of the aggregate principal amount of outstanding mortgage bonds and prior lien bonds outstanding; or |
| · | if, with some limitations, the fair value of the mortgaged property to be released is less than 1/2 of 1% of the aggregate principal amount of mortgage bonds and prior lien bonds outstanding, provided that the aggregate fair value of mortgaged property released in this manner in any period of 12 consecutive calendar months shall not exceed 1% of the aggregate principal amount of the outstanding mortgage bonds and prior lien bonds outstanding; or |
| · | on the basis of (a) the deposit of cash, governmental obligations or purchase money obligations, (b) bondable property to be acquired by the Company with the proceeds of, or otherwise in connection with, such release, or (c) a waiver of the right to issue mortgage bonds on the basis of mortgage bonds or prior lien bonds which have been retired or purchased or acquired by the Company after December 1, 1986, and have not theretofore been bonded. |
(Mortgage Indenture Article X.)
Events of Default
The Mortgage Indenture provides generally that a default occurs upon:
| · | failure for 90 days to pay interest when due on any mortgage bonds; |
| · | failure to pay when due the principal of, and premium, if any, on any mortgage bonds issued under the Mortgage Indenture or the principal of, premium, if any, or interest on any outstanding prior lien bonds, beyond any specified grace period; |
| · | failure to perform or observe for 90 days after notice of such failure any other of the covenants or conditions of the Company in the Mortgage Indenture, any applicable |
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| supplemental indenture, or any of the mortgage bonds issued under the Mortgage Indenture or any applicable supplemental indenture; and |
| · | the occurrence of insolvency, bankruptcy, receivership or similar events. |
In case of default, the Mortgage Trustee or the holders of a majority in principal amount of the outstanding mortgage bonds may declare the principal of and interest on all mortgage bonds to be immediately due and payable, but the holders of a majority in principal amount of the outstanding mortgage bonds may rescind such declaration if such default has been cured. (Mortgage Indenture Sections 12.02 and 12.04.)
The Company is required to file with the Mortgage Trustee such information, documents and reports with respect to compliance by the Company with the conditions and covenants of the Mortgage Indenture as may be required by the rules and regulations of the SEC. (Mortgage Indenture Section 17.02.) The Company is not required to furnish any statement as to the absence of any default.
Modification of the Mortgage Indenture
In general, modifications or alterations of the Mortgage Indenture and any applicable supplemental indenture and of the rights or obligations of the Company and of the bondholders, as well as waivers of compliance with the Mortgage Indenture (including any applicable supplemental indenture) may be made, with the consent of the holders of a majority in principal amount of the outstanding mortgage bonds affected by the proposed action, if approved by the Company. Provisions relating to such modifications or alterations and waivers of compliance are subject to certain restrictions designed to safeguard the positions of the bondholders and the Mortgage Trustee with respect to certain matters of basic importance, including payment of principal of and interest and premium (if any) on mortgage bonds and creation of liens ranking prior to or on a parity with the lien of the Mortgage Indenture as to any mortgaged property. (Mortgage Indenture Section 12.24 and Article XV.)
Concerning the Mortgage Trustee
The Company and its officers and directors have no material relationships with the Mortgage Trustee except that
| · | the Company maintains general banking accounts with the Mortgage Trustee, |
| · | the Mortgage Trustee is one of the lenders under credit agreements with us and our parent aggregating $1 billion, and |
| · | our Chairman of the Board is a director of the parent of the Mortgage Trustee. |
The Mortgage Indenture provides that the holders of a majority in principal amount of the outstanding mortgage bonds have the right to require the Mortgage Trustee to take certain action on behalf of the bondholders, but under certain circumstances the Mortgage Trustee may decline to follow such directions or to exercise certain of its powers. (Mortgage Indenture Section 12.05.) Prior to taking any such action the Mortgage Trustee is entitled to indemnity satisfactory to the Mortgage Trustee against costs, expenses and liabilities which may be incurred in the course of such action. (Mortgage Indenture Section 12.16.) This right does not, however, impair the absolute right of any holder of mortgage bonds to enforce payment of the principal of, premium, if any, and interest on such mortgage bonds when due. (Mortgage Indenture Section 12.23.) The Company has the right to remove the Mortgage Trustee and appoint a successor Mortgage Trustee not more frequently than once in any ten-year period. (Mortgage Indenture Section 14.18.)
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BOOK-ENTRY SYSTEM
Unless otherwise indicated in the applicable prospectus supplement, each series of bonds or notes initially be issued in the form of one or more global securities, in registered form, without coupons. The global security will be deposited with, or on behalf of, the depository, and registered in the name of the depository or a nominee of the depository. Unless otherwise indicated in the applicable prospectus supplement, the depository for any global securities will be The Depository Trust Company, or DTC.
DTC will act as depository for the global securities. The global securities will be issued as fully-registered securities registered in the name of Cede & Co., DTC's partnership nominee, or such other name as may be requested by an authorized representative of DTC. One fully-registered global security certificate will be issued for each issue of the global securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue of a series of bonds or notes exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount and an additional certificate will be issued with respect to any remaining principal amount of such issue.
The following descriptions of operations and procedures of DTC are provided solely as a matter of convenience. These operations and procedures are solely within DTC’s control and are subject to changes by DTC from time to time. We take no responsibility for these operations and procedures and urge you to contact DTC or its participants directly to discuss these matters. DTC has advised us as follows:
| · | DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. |
| · | DTC holds and provides asset servicing for securities that its direct participants deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between direct participants’ accounts. This eliminates the need for physical movement of securities certificates. |
| · | Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. |
| · | DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC, in turn, is owned by a number of direct participants of DTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation, and Emerging Markets Clearing Corporation, each also a subsidiary of DTCC, as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. |
| · | Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly, which are referred to as indirect participants and, together with the direct participants, the participants. The underwriters, dealers or agents of any of the securities may be direct participants of DTC. |
| · | DTC has Standard & Poor’s highest rating: AAA. The DTC rules applicable to its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com and www.dtc.org. |
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| Purchases of global securities under the DTC system must be made by or through direct participants, which will receive a credit for such purchases of global securities on DTC's records. The ownership interest of each actual purchaser of each global security, or the beneficial owner, is in turn to be recorded on the direct and indirect participants' records. Beneficial owners will not receive written confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the global securities are to be accomplished by entries made on the books of direct and indirect participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the global securities, except in the event that use of the book-entry system for the global securities is discontinued. |
To facilitate subsequent transfers, all global securities deposited by direct participants with DTC are registered in the Indenture Securitiesname of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of global securities with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the global securities; DTC's records reflect only the identity of the direct participants to whose accounts such global securities are credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial owners of global securities may wish to take certain steps to augment transmission to them of notices of significant events with respect to the global securities, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, beneficial owners of global securities may wish to ascertain that the nominee holding the global securities for their benefit has agreed to obtain and transmit notices to beneficial owners; in the alternative, beneficial owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them.
If the global securities are redeemable, redemption notices shall be sent to DTC. If less than all of the global securities within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each direct participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other sums due underDTC nominee) will consent or vote with respect to the Indenture. In addition,global securities unless authorized by a direct participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an omnibus proxy to us as soon as possible after the Indenture
provides thatrecord date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct participants whose accounts the global securities are credited on the record date, identified in a listing attached to the omnibus proxy.
Principal, interest and premium payments, if any, on the global securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit direct participants' accounts upon DTC’s receipt of funds and corresponding detail information from us or the Trustee, on the payable date in accordance with the respective holdings shown on DTC’s records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participant and not of DTC, its nominee, the Trustee, or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, interest and premium, if any, on any of the aforementioned securities represented by global securities to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Trustee and us. Disbursement of such payments to direct participants will be the responsibility of DTC, and disbursement of such payments to the beneficial owners will be the responsibility of the participants.
DTC may discontinue providing its services as securities depository with respect to the global securities at any time afterby giving reasonable notice to us or the dateTrustee. Under such circumstances, in the event that a successor securities depository is not obtained, certificates representing the securities are required to be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system has been obtained from sources, including DTC, that we believe to be reliable, but we take no responsibility for the accuracy thereof.
None of the Indenture,Trustee, any successor trustee, us or any agent for payment on or registration of transfer or exchange of any global security will have any responsibility or liability for any aspect of the Company, if so permittedrecords relating to or payments made on account of beneficial interests in such global security or for maintaining, supervising or reviewing any records relating to such beneficial interests.
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PLAN OF DISTRIBUTION
We may sell the securities in one or more of the following ways from time to time: (i) to underwriters for resale to the public or to institutional investors; (ii) directly to institutional investors; or (iii) through agents to the public or to institutional investors. The prospectus supplement with respect to Indenture Securitieseach series of a
particular series, shall deposit withsecurities will set forth the Trustee, in trust for the
benefitterms of the holders thereof, (i) funds sufficientoffering of such securities, including the name or names of any underwriters or agents, the purchase price of such securities, and the proceeds to pay,us from such sale, any underwriting discounts or (ii)agency fees and other items constituting underwriters' or agents' compensation, any initial public offering price, any discounts or concessions allowed or reallowed or paid to dealers and any securities exchange on which such amount of obligations issued or guaranteedsecurities may be listed.
If underwriters participate in the sale, such securities will be acquired by the United States
of America as will, or will together with the income thereon without
consideration of any reinvestment thereof,underwriters for their own account and may 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 dueresold 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 transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or agentsdirectly by one or directly to purchasers.more of those firms. The names of
thespecific 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 forthnamed in the prospectus supplement relating to the offeringparticular securities together with the members of the debt securities.
Onlyunderwriting syndicate, if any.
Unless otherwise set forth in the applicable prospectus supplement, the obligations of the underwriters to purchase any series of securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all of such securities being offered, if any are purchased.
We may sell the securities directly or through agents named in awe designate from time to time. The applicable prospectus supplement will be deemed to be underwriters or agents in connection
withset forth the debt securities described therein. Firms not so named will
have no direct or indirect participationname of any agent involved in the underwritingoffer or sale of the securities in respect of which such debt securities, althoughprospectus supplement is delivered and any commissions payable by us to such a firm may participateagent. Unless otherwise indicated in the distributionapplicable prospectus supplement, any agent will be acting on a best efforts basis for the period of such debt securitiesits appointment.
Underwriters and agents may be entitled 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 agentsagreements entered into with us to indemnification by the Company against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribution for
payments the underwriters may be required to make in respect thereofamended. Underwriters 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
Companyus 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
Each series 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
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 fortha new issue of securities and will have no established trading market. Any underwriters to whom securities are sold for public offering and sale may make a market in such securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The securities may or may not be listed on a national securities exchange. LEGAL MATTERS
Unless otherwise specified in the applicable prospectus supplement, relating to the
offering of the debt securities.
LEGAL MATTERS
Legallegal matters with respect to the debt securities offered herebyunder this prospectus will be passed upon for the Companyus by Jeanie Sell Latz,
Senior Vice President -Mark English, General Counsel and Assistant Corporate ServicesSecretary of our parent, Great Plains Energy Incorporated, and Corporate Secretary,Sidley Austin LLP, Chicago, Illinois, and for the Underwritersunderwriters, dealers, purchasers or agents 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.Davis Polk & Wardwell, Menlo Park, California. At September 30, 2000, Ms. LatzDecember 1, 2007, Mr. English owned beneficially 4,5086,600 shares of the Company'sour common stock; she also has
options (with dividend equivalent) to purchase 18,586stock, including restricted stock, and 6,497 performance shares, which may be paid in shares of the
Company's common stock at the fair market valuea later date based on the datesperformance 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.
our parent.
EXPERTS
The consolidated financial statements, includedthe related financial statement schedules and management’s report on the effectiveness of internal control over financial reporting of Kansas City Power & Light Company and its subsidiaries, incorporated in this prospectus by reference from the
latest Annual Report on Form 10-K of theKansas City Power & Light Company incorporated by
reference in this prospectus, have been audited by PricewaterhouseCoopersDeloitte & Touche LLP, an independent accountants,registered public accounting firm, as stated in their report included inreports (which reports
18
(1) express an unqualified opinion on the latest Annual Reportconsolidated financial statements and financial statement schedules and include an explanatory paragraph regarding the adoption of new accounting standards SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, FASB Staff Position (FSP) No. AUG-AIR1, Accounting for Planned Major Maintenance Activities, and FIN 47, Accounting for Conditional Asset Retirement Obligations, (2) express an unqualified opinion on Form 10-Kmanagement’s assessment regarding the effectiveness of internal control over financial reporting, and (3) express an unqualified opinion on the Company,effectiveness of internal control over financial reporting), which are incorporated herein by reference, and have been so incorporated by reference in this prospectus in reliance upon the reportreports of such firm given upon their authority as experts in auditingaccounting and accounting.
13
auditing. WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with the SEC through the SEC's Electronic Data Gathering, Analysis and Retrieval system and these filings are publicly available through the SEC's website (http://www.sec.gov). You may read and copy such material at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC allows us to "incorporate by reference" into this prospectus the information we file with it. 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 SEC that is incorporated by reference into this prospectus will automatically update and supersede this information. We are incorporating by reference into this prospectus the following documents that we have filed with the SEC and any subsequent filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (excluding information deemed to be furnished and not filed with the SEC) until the offering of the securities described in this prospectus is completed:
| · | Our Annual Report on Form 10-K for the year ended December 31, 2006 |
| · | Our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2007, June 30, 2007 and September 30, 2007 |
| · | Our Current Reports on Form 8-K dated: |
| · | February 1, 2007 and filed with the SEC on February 2, 2007; |
| · | March 1, 2007 and filed with the SEC on March 1, 2007; |
| · | March 1, 2007 and filed with the SEC on March 2, 2007; |
| · | March 2 2007 and filed with the SEC on March 2, 2007; |
| · | March 15, 2007 and filed with the SEC on March 20, 2007; |
| · | March 19, 2007 and filed with the SEC on March 20, 2007; |
| · | April 30, 2007 and filed with the SEC on May 4, 2007; |
| · | June 4, 2007 and filed with the SEC on June 4, 2007; |
| · | July 10, 2007 and filed with the SEC on July 16, 2007; |
| · | August 8, 2007 and filed with the SEC on August 9, 2007; |
19
| · | September 12, 2007 and filed with the SEC on September 13, 2007; |
| · | September 19, 2007 and filed with the SEC on September 24, 2007; |
| · | November 20, 2007 and filed with the SEC on November 26, 2007; and |
| · | December 6, 2007 and filed with the SEC on December 10, 2007. |
We and our parent company, Great Plains Energy Incorporated, separately filed the combined Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and the Current Reports on Form 8-K listed above. However, the information contained in those combined reports relating solely to our parent and its subsidiaries (other than KCP&L and its consolidated subsidiaries), including Strategic Energy, was separately filed by Great Plains Energy Incorporated on its behalf, and the information contained in those combined reports relating solely to KCP&L and its consolidated subsidiaries was separately filed by us. We do not intend to incorporate by reference into this prospectus the information relating to Great Plains Energy Incorporated and its subsidiaries (other than KCP&L and its consolidated subsidiaries), and we make no representation as to the information relating to Great Plains Energy Incorporated and its subsidiaries (other than KCP&L and its consolidated subsidiaries) contained in such combined reports. The only information you should rely upon in determining whether to invest in the securities offered hereby is the information of KCP&L and its consolidated subsidiaries contained in this prospectus, the information separately provided by KCP&L and its consolidated subsidiaries in the documents incorporated by reference herein and any free writing prospectus used in connection with the offering of securities described in this prospectus.
Our website is www.kcpl.com. Information contained on our website is not incorporated herein. We make available, free of charge, on or through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. In addition, we make available on or through our website all other reports, notifications and certifications filed electronically with the SEC. You may obtain a free copy of our filings with the SEC by writing or telephoning us at the following address: Kansas City Power & Light Company, 1201 Walnut Street, Kansas City, Missouri 64106-2124 (Telephone No.: 816-556-2200), Attention: Corporate Secretary, or by contacting us on our website.
20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses payable by RegistrantKansas City Power & Light Company for the sale of the
Securities,its 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
| Securities and Exchange Commission registration fee | $ 27,630 |
| Legal fees and expenses (including Blue Sky fees) | 250,000 |
| Accounting fees and expenses | 100,000 |
| Printing fees and expenses | 100,000 |
| Trustee fees and expenses | 50,000 |
| Rating agency fees | 400,000 |
| Miscellaneous | 73,370 |
| Total | $1,000,000 |
_______________
| (1) | An unutilized filing fee of $405 that was previously paid in connection with unsold debt securities registered pursuant to a Form S-3 registration statement (Registration No. 333-108215), which was filed by Kansas City Power & Light Company on August 26, 2003, will be applied to the filing fee payable pursuant to this registration statement. |
| (2) | Estimated amounts of fees and expenses to be incurred in connection with the registration of the debt securities pursuant to this Registration Statement. The actual amounts of fees and expenses will be determined from time to time. |
Item 15. Indemnification of Directors and Officers.
Mo. Rev. Stat.
Missouri Revised Statutes (RSMo) Section 351.355 (1994)(2006) 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, suitorsuit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he or she 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,judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she 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 or her 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,
II-1
create a presumption that the person did not act in good faith and in ana manner which he or she 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 or her conduct was unlawful.
2. The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of the actfact that he or she 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 or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner he or she 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 or her 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. ToExcept as otherwise provided in the Articles of Incorporation or the bylaws, 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 or she shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him or her 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 or she 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 aany civil or criminal, administrative, or investigative 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 or she is entitled to be indemnified by the corporation as authorized in this section.
6. The indemnification provided by this section shall
not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the
articlesArticles of
incorporationIncorporation or bylaws or any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
7. A corporation created under the laws of this state shall have the power to give any further indemnity, in addition to the indemnity authorized or contemplated under other subsections of this section, including subsection 6, to any person who is or was a director, officer, employee or agent, or to any person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, provided such further indemnity is either(i)either (i) authorized, directed, or provided for in the articlesArticles of incorporationIncorporation of the corporation or any duly adopted amendment thereof or (ii) is
II-2
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 or another arrangement 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 or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this section. Without limiting the power of the corporation to procure or maintain any kind of insurance or other arrangement the corporation may for the benefit of persons indemnified by the corporation create a trust fund, establish any form of self insurance, secure its indemnity obligation by grant of a security interest or other lien on the assets of the corporation, or establish a letter of credit, guaranty, or surety arrangement. The insurance or other arrangement may be procured, maintained, or established within the corporation or with any insurer or other person deemed appropriate by the board of directors regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or in part by the corporation. In the absence of fraud the judgment of the board of directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive and the insurance or arrangement shall not be voidable and shall not subject the directors approving the insurance or arrangement to liability on any ground regardless of whether directors participating in the approval are beneficiaries of the insurance arrangement.
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 nin the same position under the provisions of this section with respect to the resulting or surviving corporation as he or she would if he or she 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
or she reasonably believed
to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section.The officers and directors of the Company have entered into indemnification agreements with the CompanyGreat Plains Energy Incorporated (the “Company”) indemnifying such officers and directors to the extent allowed under the above Mo.
Rev. Stat.RSMo Section 351.355 (1994)(2005).
Article XIII of the Restated Articles of Consolidation of the Company provides as follows:
II-3
ARTICLE THIRTEENTH. (a) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Company or is or was an employee of the Company acting within the scope and course of his or her employment or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Company to the fullest extent authorized by The Missouri General and Business Corporation Law, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid to or to be paid in settlement) actually and reasonably incurred by such person in connection therewith. The Company may in its discretion by action of its Board of Directors provide indemnification to agents of the Company as provided for in this ARTICLE THIRTEENTH. Such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators.
(b) Rights Not Exclusive. The indemnification and other rights provided by this ARTICLE THIRTEENTH shall not be deemed exclusive of any other rights to which a person may be entitled under any applicable law, By-laws of the Company, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in any other capacity while holding the office of director or officer, and the Company is hereby expressly authorized by the shareholders of the Company to enter into agreements with its directors and officers which provide greater indemnification rights than that generally provided by The Missouri General and Business Corporation Law; provided, however, that no such further indemnity shall indemnify any person from or on account of such director's or officer's conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. Any such agreement providing for further indemnity entered into pursuant to this ARTICLE THIRTEENTH after the date of approval of this ARTICLE THIRTEENTH by the Company's shareholders need not be further approved by the shareholders of the Company in order to be fully effective and enforceable.
(c) Insurance. The Company may purchase and maintain insurance on behalf of any person who was or is a director, officer, employee or agent of the Company,
or was or is serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this ARTICLE THIRTEENTH.(d) Amendment. This ARTICLE THIRTEENTH may be hereafter amended or repealed; however, no amendment or repeal shall reduce, terminate or otherwise adversely affect the right of a person entitled to obtain indemnification or an advance of expenses with respect to an action, suit or proceeding that pertains to or arises out of actions or omissions that occur prior to the later of (a) the effective date of such amendment or repeal; (b) the expiration date of such person's then current term of office with, or service for, the Company (provided such person has a stated term of office or service and completes such term); or (c) the effective date such person resigns his or her office or terminates his or her service (provided such person has a stated term of office or service but resigns prior to the expiration of such term).
Insofar as indemnification for liabilities arising under
Pursuant to RSMo Section 351.355 and the Securities ActRestated Articles 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 opinionConsolidation of the SecuritiesCompany, the Company maintains directors’ 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.
officers’ liability coverage.
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Item 16. List of Exhibits.
1(a) -
| Exhibit Number | | Description of Exhibit |
| 1.1 | + | Form of Underwriting Agreement for general mortgage bonds of Kansas City Power & Light Company. |
| 1.2 | + | Form of Underwriting Agreement for notes of Kansas City Power & Light Company. |
| 4.1 | ** | General Mortgage and Deed of Trust dated as of December 1, 1986, between Kansas City Power & Light Company and UMB Bank, N.A. (formerly United Missouri Bank of Kansas City, N.A.), Trustee (Exhibit 4-bb to Form 10-K for the annual period ended December 31, 1986, File No. 000-51873). |
| 4.2 | ** | Fourth Supplemental Indenture dated as of February 15, 1992, to Indenture dated as of December 1, 1986 (Exhibit 4-y to Form 10-K for the year ended December 31, 1991, File No. 000-51873). |
| 4.3 | ** | Fifth Supplemental Indenture dated as of September 15, 1992, to Indenture dated as of December 1, 1986 (Exhibit 4-a to quarterly report on Form 10-Q for the quarter ended September 30, 1992, File No. 000-51873). |
| 4.4 | ** | Seventh Supplemental Indenture dated as of October 1, 1993, to Indenture dated as of December 1, 1986 (Exhibit 4-a to quarterly report on Form 10-Q for the quarter ended September 30, 1993, File No. 000-51873). |
| 4.5 | ** | Eighth Supplemental Indenture dated as of December 1, 1993, to Indenture dated as of December 1, 1986 (Exhibit 4 to Form S-3 Registration Statement, Registration No. 33-51799). |
| 4.6 | ** | Eleventh Supplemental Indenture dated as of August 15, 2005, to the General Mortgage and Deed of Trust dated as of December 1, 1986, between Kansas City Power & Light Company and UMB Bank, N.A. (formerly United Missouri Bank of Kansas City, N.A.), Trustee (Exhibit 4.2 to Form 10-Q for the quarter ended September 30, 2005, File No. 000-51873). |
| 4.7 | + | Form of supplemental indenture or other instrument establishing the issuance of one or more series of general mortgage bonds (including the form of general mortgage bond) of Kansas City Power & Light Company. |
| 4.8 | ** | Indenture dated as of May 1, 2007 between Kansas City Power & Light Company and The Bank of New York Trust Company, N.A., as Trustee (Exhibit 4.1.b to Form 8-K dated June 4, 2007, File No. 000-51873). |
| 4.9 | ** | Supplemental Indenture No. 1 dated as of June 4, 2007, to Indenture dated as of May 1, 2007 between Kansas City Power & Light Company and The Bank of New York Trust Company, N.A. (Exhibit 4.2 to Form 8-K dated June 4, 2007, File No. 000-51873). |
| 4.10 | + | Form of supplemental indenture or other instrument establishing the issuance of one or more series of notes (including the form of note) of Kansas City Power & Light Company. |
| 5.1 | | Opinion of Mark English, General Counsel and Assistant Secretary of Great Plains Energy Incorporated, regarding the legality of the securities of Kansas City Power & Light Company. |
12.1
| **
| Schedule of computation of ratio of earnings to fixed charges for the years ended December 31, 2006, 2005, 2004, 2003 and 2002 of Kansas City Power & Light Company (Exhibit 12.2 to Annual Report on Form 10-K for the annual period ended December 31, 2006, File No. 000-51873). II-5
|
| 23.1 | | Consent of Deloitte & Touche LLP with respect to Kansas City Power & Light Company. |
| 23.2 | | Consent of Mark English, General Counsel and Assistant Secretary of Great Plains Energy Incorporated (included as part of Exhibit 5.1). |
| 24.1 | | Powers of Attorney for Kansas City Power & Light Company. |
| 25.1 | ++ | Form T-1 statement of eligibility of the trustee for the general mortgage bonds of Kansas City Power & Light Company. |
| 25.2 | | Form T-1 statement of eligibility of the trustee for the notes of Kansas City Power & Light Company. |
** Incorporated by reference herein as indicated.
+ To be filed by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d) of Underwriting Agreement.*
1(b) - Formthe Securities Exchange Act of Distribution Agreement. *
4 - Form of Indenture, between the Company and The Bank
of New York,1934, 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 earningsamended, if applicable.
++ To be filed by amendment or pursuant 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 asSection 305(b)(2), if filed herewith.
_______________________________________________
* To be subsequently filed or incorporated by reference
applicable. Item 17. Undertakings.
(a) The undersigned Registrantregistrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration
Statement: registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act; Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statementregistration 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.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
Statementregistration statement or any material change to such information in the Registration Statement; registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(ii)(iii) 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 Registrantthe registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement;
registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bonafide offering thereof; and
II-6
(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.
offering;
(4) that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bonafide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;
(5) that, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned Registrantregistrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of Registrant'sregistrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statementregistration 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 bonafide offering thereof.
(h) See the last paragraph of Item 15.
(i) The undersigned Registrant hereby undertakes that, (1)
(c) Insofar as indemnification for purposes of determining any liabilityliabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the information omitted fromregistrant pursuant to the formforegoing
II-7
provisions or otherwise, the registrant has been advised that in the opinion of prospectus filedthe Securities and Exchange Commission such indemnification is against public policy as part
of this Registration Statementexpressed in reliance upon Rule 430Athe Act and contained inis, therefore, unenforceable. In the event that a form of prospectus filedclaim for indemnification against such liabilities (other than the payment by the Registrant
pursuant to Rule 424(b)(1)registrant of expenses incurred or (4)paid by a director, officer or 497(h) under the Securities
Act shall be deemed to be part of this Registration Statement ascontrolling person of the timeregistrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it was declared effective,is against public policy as expressed in the Act and (2)will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes to file an application for the purpose of determining
any liabilitythe eligibility of the trustee for the general mortgage bonds to act under
subsection (a) of section 310 of the
SecuritiesTrust Indenture Act
each post-
effective amendment that contains a form(“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) 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.
Act.
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Citycity of Kansas City, and State of Missouri, on the 21stthis 18th day of November,
2000.
KANSAS CITY POWER & LIGHT COMPANY
December, 2007.
GREAT PLAINS ENERGY INCORPORATED
By: /s/DRUE JENNINGS
Name: Drue Jennings
Title: Chairman of the Board and Chief
Executive Officer
William H. Downey
| Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed below by the following persons in the capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/Drue Jennings
| Signature | Title | Date |
/s/ William H. Downey William H. Downey | President and Chief Executive Officer and Director (Principal Executive Officer) | ) ) ) |
| | ) |
/s/ Terry Bassham Terry Bassham | Chief Financial Officer (Principal Financial Officer) | ) ) |
| | ) |
/s/ Lori A. Wright Lori A. Wright | Controller (Principal Accounting Officer) | ) ) |
| | ) |
| David L. Bodde* | Director | ) December 18, 2007 |
| | ) |
/s/ Michael J. Chesser Michael J. Chesser | Chairman of the Board | ) ) |
| | ) |
| Mark A. Ernst* | Director | ) |
| | ) |
| Randall C. Ferguson, Jr.* | Director | ) |
| | ) |
| Luis A. Jimenez* | Director | ) |
| | ) |
| James A. Mitchell* | Director | ) |
| | ) |
| William C. Nelson* | Director | ) |
| | ) |
| Linda H. Talbott* | Director | ) |
| | |
| *By: | /s/ Michael J. Chesser Michael J. Chesser Attorney-in-fact* | | |
INDEX TO EXHIBITS
| Exhibit Number | | Description of Exhibit |
| 1.1 | + | Form of Underwriting Agreement for general mortgage bonds of Kansas City Power & Light Company. |
| 1.2 | + | Form of Underwriting Agreement for notes of Kansas City Power & Light Company. |
| 4.1 | ** | General Mortgage and Deed of Trust dated as of December 1, 1986, between Kansas City Power & Light Company and UMB Bank, N.A. (formerly United Missouri Bank of Kansas City, N.A.), Trustee (Exhibit 4-bb to Form 10-K for the annual period ended December 31, 1986, File No. 000-51873). |
| 4.2 | ** | Fourth Supplemental Indenture dated as of February 15, 1992, to Indenture dated as of December 1, 1986 (Exhibit 4-y to Form 10-K for the year ended December 31, 1991, File No. 000-51873). |
| 4.3 | ** | Fifth Supplemental Indenture dated as of September 15, 1992, to Indenture dated as of December 1, 1986 (Exhibit 4-a to quarterly report on Form 10-Q for the quarter ended September 30, 1992, File No. 000-51873). |
| 4.4 | ** | Seventh Supplemental Indenture dated as of October 1, 1993, to Indenture dated as of December 1, 1986 (Exhibit 4-a to quarterly report on Form 10-Q for the quarter ended September 30, 1993, File No. 000-51873). |
| 4.5 | ** | Eighth Supplemental Indenture dated as of December 1, 1993, to Indenture dated as of December 1, 1986 (Exhibit 4 to Form S-3 Registration Statement, Registration No. 33-51799). |
| 4.6 | ** | Eleventh Supplemental Indenture dated as of August 15, 2005, to the General Mortgage and Deed of Trust dated as of December 1, 1986, between Kansas City Power & Light Company and UMB Bank, n.a. (formerly United Missouri Bank of Kansas City, N.A.), Trustee (Exhibit 4.2 to Form 10-Q for the quarter ended September 30, 2005, File No. 000-51873). |
| 4.7 | + | Form of supplemental indenture or other instrument establishing the issuance of one or more series of general mortgage bonds (including the form of general mortgage bond) of Kansas City Power & Light Company. |
| 4.8 | ** | Indenture dated as of May 1, 2007 between Kansas City Power & Light Company and The Bank of New York Trust Company, N.A., as Trustee (Exhibit 4.1.b to Form 8-K dated June 4, 2007, File No. 000-51873). |
| 4.9 | ** | Supplemental Indenture No. 1 dated as of June 4, 2007, to Indenture dated as of May 1, 2007 between Kansas City Power & Light Company and The Bank of New York Trust Company, N.A. (Exhibit 4.2 to Form 8-K dated June 4, 2007, File No. 000-51873). |
| 4.10 | + | Form of supplemental indenture or other instrument establishing the issuance of one or more series of notes (including the form of note) of Kansas City Power & Light Company. |
| 5.1 | | Opinion of Mark English, General Counsel and Assistant Secretary of Great Plains Energy Incorporated, regarding the legality of the securities of Kansas City Power & Light Company. |
12.1
| **
| Schedule of computation of ratio of earnings to fixed charges for the years ended December 31, 2006, 2005, 2004, 2003 and 2002 of Kansas City Power & Light Company (Exhibit 12.2 to Annual Report on Form 10-K for the annual period ended December 31, 2006, File No. 000-51873).
|
| 23.1 | | Consent of Deloitte & Touche LLP with respect to Kansas City Power & Light Company. |
| 23.2 | | Consent of Mark English, General Counsel and Assistant Secretary of Great Plains Energy Incorporated (included as part of Exhibit 5.1). |
| 24.1 | | Powers of Attorney for Kansas City Power & Light Company. |
| 25.1 | ++ | Form T-1 statement of eligibility of the trustee for the general mortgage bonds of Kansas City Power & Light Company. |
| 25.2 | | Form T-1 statement of eligibility of the trustee for the notes of Kansas City Power & Light Company. |
** Incorporated by reference herein as indicated.
+ To be filed by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d) 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,Securities Exchange Act of 1934, as amended, if applicable.
++ To be filed by amendment or pursuant to
Powers of Attorney (executed by
each of the officers and Directors listed above, and filed as
Exhibit 24 hereto), by signing his name hereto does hereby sign
and execute this Registration Statement on behalf of each of the
officers and Directors named above and indicated as signing above
in the capacities in which the name of each appears above.
November 21, 2000 By: /s/DRUE JENNINGS
Name: Drue Jennings
Attorney-in-fact
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
1(a) - Form of Underwriting Agreement.*
1(b) - Form of Distribution Agreement. *
4 - Form of Indenture, between the Company and The Bank of
New York, as Trustee (the "Indenture").
5 - Opinion and consent of Jeanie Sell Latz, Senior Vice
President-Corporate Services and Corporate Secretary.
12 - Schedule of computation of ratio of earnings to fixed
charges for the years ended December 31, 1999, 1998,
1997, 1996 and 1995 and for the twelve month period
ended September 30, 2000.
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2 - Consent of Jeanie Sell Latz, Senior Vice
President-Corporate Services and Corporate Secretary
(included as part of Exhibit 5).
24 - Powers of Attorney.
25 - Form T-1 Statement of Eligibility and Qualification of
The Bank of New York, as Trustee under the Indenture,
under the Trust Indenture Act of 1939.
Exhibits listed above which have heretofore been filed with
the Commission and which were designated as noted above are
hereby incorporated herein by reference and made a part hereof
with the same effect asSection 305(b)(2), if filed herewith.
_______________________________________________
* To be subsequently filed or incorporated by reference
applicable.