Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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Current
Report
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Pursuant
to Section 13 or 15(d) of the
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Securities
Exchange Act of 1934
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Date
of Report (Date of earliest event reported): May 9,
2006
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Commission
File
Number
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Registrant,
State of Incorporation,
Address
and Telephone Number
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I.R.S.
Employer
Identification
Number
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001-32206
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GREAT
PLAINS ENERGY INCORPORATED
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43-1916803
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(A
Missouri Corporation)
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1201
Walnut Street
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Kansas
City, Missouri 64106
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(816)
556-2200
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NOT
APPLICABLE
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(Former
name or former address,
if
changed since last report)
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000-51873
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KANSAS
CITY POWER & LIGHT COMPANY
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44-0308720
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(A
Missouri Corporation)
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1201
Walnut Street
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Kansas
City, Missouri 64106
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(816)
556-2200
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NOT
APPLICABLE
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(Former
name or former address,
if
changed since last report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Great
Plains Energy Incorporated (Great Plains Energy) and Kansas City
Power & Light Company (KCP&L) (the Registrants) are separately
furnishing this combined Current Report on Form 8-K (Report). Information
contained herein relating to an individual Registrant is furnished by such
registrant on its own behalf. Each Registrant makes representations only as
to
information relating to itself.
Item
1.01
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Entry
into a Material Definitive
Agreement
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Great
Plains Energy
On
May
11, 2006, Great Plains Energy entered into a Credit Agreement with Bank of
America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., as
Syndication Agent, BNP Paribas, The Bank of Tokyo-Mitsubishi UFJ, Limited,
Chicago Branch and Wachovia Bank N.A., as Co-Documentation Agents, The Bank
of
New York, KeyBank National Association, The Bank of Nova Scotia, UMB Bank,
N.A.,
and Commerce Bank, N.A. (the “Great Plains Energy Facility”).
The
Great
Plains Energy Facility is a revolving credit facility, with a term ending May
11, 2011, subject to extension, providing for loans and letters of credit not
exceeding an aggregate of $600 million at any one time. So long as there is
no
default or unmatured default, Great Plains Energy and KCP&L may transfer and
re-transfer up to $200 million of unused lender commitments between the Great
Plains Energy Facility and the KCP&L Facility (described below), so long as
the aggregate lender commitments under either facility do not exceed $600
million and the aggregate lender commitments under both facilities do not exceed
$1 billion. Available liquidity under the Great Plains Energy Facility is not
impacted by a decline in Great Plains Energy credit ratings unless the downgrade
occurs in the context of a merger, consolidation or sale. Great Plains Energy’s
ability to borrow is not affected by the existence of a material adverse effect
(except respecting the validity or enforceability of the Great Plains Energy
Facility).
The
Great
Plains Energy Facility provides for floating rate and Eurodollar advances.
The
interest rate of floating rate advances is calculated each day and is the higher
of the prime rate and the federal funds effective rate plus 0.5% (as those
terms
are defined in the Great Plains Energy Facility), plus an amount based on
current credit ratings. The interest rate of Eurodollar advances is based on
the
Eurodollar interest rate for the applicable period, adjusted for reserve
requirements, plus an amount based on current credit ratings. Eurodollar
advances may be made for terms of one, two, three or six months. Advances may
be
repaid at any time. All outstanding advances are due and payable at the
expiration of the term of the Great Plains Energy Facility.
The
Great
Plains Energy Facility contains representations and affirmative, negative and
financial covenants customary for such a facility, including, without
limitation, limits on the incurrence of liens, disposition of assets,
consolidations and mergers. Among other things, Great Plains Energy is required
to maintain a consolidated indebtedness to consolidated capitalization ratio
not
greater than 0.65 to 1.0 at all times (as such terms are defined in the Great
Plains Energy Facility). The Great Plains Energy Facility also contains
customary events of default including, without limitation, payment defaults,
material inaccuracy of representations and warranties, covenant defaults,
indebtedness cross-defaults, certain bankruptcy and insolvency events and
certain ERISA events. Upon a default caused by certain events of bankruptcy
and
insolvency, the obligations of the lenders to make advances or issue letters
of
credit automatically cease, and all outstanding advances and letter of credit
obligations are
1
immediately
payable. Upon other defaults, lenders in the aggregate having more than 50%
of
the aggregate commitment may cause the termination or suspension of the
obligations of the lenders to make advances or issue letters of credit, or
declare all outstanding advances and letter of credit obligations to be due
and
payable, or both.
KCP&L
On
May
11, 2006, KCP&L entered into a Credit Agreement with Bank of America, N.A.,
as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, BNP
Paribas, The Bank of Tokyo-Mitsubishi UFJ, Limited, Chicago Branch and Wachovia
Bank N.A., as
Co-Documentation
Agents, The Bank of New York, KeyBank National Association, The Bank of Nova
Scotia, UMB Bank, N.A., and Commerce Bank, N.A. (the “KCP&L
Facility”).
The
KCP&L Facility is a revolving credit facility, with a term ending May 11,
2011, subject to extension, providing for loans and letters of credit not
exceeding an aggregate of $250 million (increasing to $400 million upon receipt
of all required regulatory approvals) at any one time. So long as there is
no
default or unmatured default, Great Plains Energy and KCP&L may transfer and
re-transfer up to $200 million of unused lender commitments between the Great
Plains Energy Facility and the KCP&L Facility, so long as the aggregate
lender commitments under either facility do not exceed $600 million and the
aggregate lender commitments under both facilities do not exceed $1 billion.
Available liquidity under the KCP&L Facility is not impacted by a decline in
KCP&L credit ratings unless the downgrade occurs in the context of a merger,
consolidation or sale. KCP&L’s ability to borrow is not affected by the
existence of a material adverse effect (except respecting the validity or
enforceability of the KCP&L Facility).
The
KCP&L Facility provides for floating rate and Eurodollar advances. The
interest rate of floating rate advances is calculated each day and is the higher
of the prime rate and the federal funds effective rate plus 0.5% (as those
terms
are defined in the KCP&L Facility), plus an amount based on current credit
ratings. The interest rate of Eurodollar advances is based on the Eurodollar
interest rate for the applicable period, adjusted for reserve requirements,
plus
an amount based on current credit ratings. Eurodollar advances may be made
for
terms of one, two, three or six months. Advances may be repaid at any time.
All
outstanding advances are due and payable at the expiration of the term of the
KCP&L Facility.
The
KCP&L Facility contains representations and affirmative, negative and
financial covenants customary for such a facility, including, without
limitation, limits on the incurrence of liens, disposition of assets,
consolidations and mergers. Among other things, KCP&L is required to
maintain a consolidated indebtedness to consolidated capitalization ratio not
greater than 0.65 to 1.0 at all times (as such terms are defined in the
KCP&L Facility). The KCP&L Facility also contains customary events of
default including, without limitation, payment defaults, material inaccuracy
of
representations and warranties, covenant defaults, indebtedness cross-defaults,
certain bankruptcy and insolvency events and certain ERISA events. Upon a
default caused by certain events of bankruptcy and insolvency, the obligations
of the lenders to make advances or issue letters of credit automatically cease,
and all outstanding advances and letter of credit obligations are immediately
payable. Upon other defaults, lenders in the aggregate having more than 50%
of
the aggregate commitment may cause the termination or suspension of the
obligations of the lenders to make advances or issue letters of credit, or
declare all outstanding advances and letter of credit obligations to be due
and
payable, or both.
The
lenders in the Great Plains Energy Facility and KCP&L Facility (excluding
Commerce Bank, N.A.) are also lenders in the credit facilities described in
Item
1.02, below. The Bank of New
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York
and
an affiliate are trustees under certain indentures with Great Plains Energy
and
KCP&L, and UMB Bank, N.A., is a trustee under an indenture with KCP&L.
In addition, the lenders and certain of their affiliates engage in transactions
with, and perform services for, Great Plains Energy, KCP&L and their
affiliates in the ordinary course of business and have engaged, and may in
the
future engage, in commercial banking and investment banking transactions with
Great Plains Energy, KCP&L and their affiliates.
Item
1.02
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Termination
of a Material Definitive
Agreement
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Great
Plains Energy
In
connection with the Great Plains Energy Facility, a Credit Agreement dated
as of
December 15, 2004, as amended, among Great Plains Energy, Bank of America,
N.A., as Syndication Agent, The Bank of Tokyo-Mitsubishi, Ltd, Wachovia Bank,
National Association and BNP Paribas, as Co-Documentation Agents, JPMorgan
Chase
Bank, N.A., as Administrative Agent, The Bank of New York, KeyBank National
Association, The Bank of Nova Scotia, U.S. Bank National Association, Merrill
Lynch Bank USA, Morgan Stanley Bank, Mizuho Corporate Bank, UMB Bank, N.A.,
PNC
Bank, National Association, Bank Midwest, N.A. and UFJ Bank Limited was
terminated as of May 11, 2006. This Credit Agreement was a revolving credit
facility with a term ending December 15, 2009, providing for loans and letters
of credit not exceeding an aggregate of $550 million at any one time. The
letters of credit outstanding under this Credit Agreement, aggregating
approximately $47 million at the time of termination, were transferred to the
Great Plains Energy Facility. The material relationships described in Item
1.01
are incorporated herein by reference.
KCP&L
In
connection with the KCP&L Facility, a Credit Agreement dated as of December
15, 2004, as amended, among KCP&L, Bank of America, N.A., as Syndication
Agent, The Bank of Tokyo-Mitsubishi, Ltd, Wachovia Bank, National Association
and BNP Paribas, as Co-Documentation Agents, JPMorgan Chase Bank, N.A., as
Administrative Agent, The Bank of New York, KeyBank National Association, The
Bank of Nova Scotia, U.S. Bank National Association, Merrill Lynch Bank USA,
Morgan Stanley Bank, Mizuho Corporate Bank, UMB Bank, N.A., PNC Bank, National
Association, Bank Midwest, N.A. and UFJ Bank Limited was terminated as of May
11, 2006. This Credit Agreement was a revolving credit facility with a term
ending December 15, 2009, providing for loans and up to $100 million in letters
of credit not exceeding an aggregate of $250 million at any one time. The
material relationships described in Item 1.01 are incorporated herein by
reference.
Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
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The
information set forth in Item 1.01, above, is incorporated herein by
reference.
Hawthorn
No. 5 Litigation
KCP&L
filed suit on April 3, 2001, in Jackson County, Missouri Circuit Court against
multiple defendants who are alleged to have responsibility for the 1999 boiler
explosion at KCP&L’s Hawthorn No. 5 generating unit, which was subsequently
reconstructed and returned to service. KCP&L and National Union Fire
Insurance Company of Pittsburgh, Pennsylvania (National Union) entered into
a
subrogation allocation agreement under which recoveries in this suit are
3
generally
allocated 55% to National Union and 45% to KCP&L. Certain defendants were
dismissed from the suit and various defendants settled, with KCP&L receiving
a total of $38.2 million under the terms of the subrogation allocation
agreement. Trial of this case with the one remaining defendant resulted in
a
March 2004 jury verdict finding KCP&L’s damages as a result of the explosion
were $452 million. After deduction of amounts received from pre-trial
settlements with other defendants and an amount for KCP&L’s comparative
fault (as determined by the jury), the verdict would have resulted in an award
against the defendant of approximately $97.6 million (of which KCP&L would
have received $33 million pursuant to the subrogation allocation agreement
after
payment of attorney’s fees). In response to post-trial pleadings filed by the
defendant, in May 2004, the trial judge reduced the award against the defendant
to $0.2 million. Both KCP&L and the defendant appealed this case to the
Court of Appeals for the Western District of Missouri, and on May 9, 2006,
the
Court of Appeals ordered the Circuit Court to enter judgment in KCP&L’s
favor in accordance with the jury verdict. This order is subject to possible
further appeal by the defendant.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GREAT
PLAINS ENERGY INCORPORATED
/s/Terry
Bassham
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Terry
Bassham
Executive
Vice President- Finance & Strategic Development and Chief Financial
Officer
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KANSAS
CITY POWER & LIGHT COMPANY
/s/Terry
Bassham
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Terry
Bassham
Chief
Financial Officer
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Date: May
11, 2006