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SECURITIES AND EXCHANGE COMMISSION
Washington, DC
FORM U-6B-2
Certificate of Notification
Filed by a registered holding company or subsidiary
thereof pursuant to Rule U-20(d) [Reg. Section 250.20, P.
36,652] or U-47 [Reg. Section 250.47, P. 36,620] adopted
under the Public Utility Holding Company Act of 1935.
Certificate is filed by: Great Plains Energy Incorporated,
a registered holding company, and R.S. Andrews Enterprises,
Inc., a subsidiary.
This certificate is notice that the above named company
has issued, renewed or guaranteed the security or securities
described herein which issue, renewal or guaranty was
exempted from the provisions of Section 6(a) of the Act and
was neither the subject of a declaration or application on
Form U-1 nor included within the exemption provided by Rule
U-48 [Reg. Section 250.48, P. 36,621].
1. Type of securities ("draft", promissory note"):
R.S. Andrews Enterprises, Inc. ("RSA") and LaSalle Bank
National Association (the "Bank") entered into a
certain Credit Agreement, dated as of March 17, 2000,
as amended as of March 16, 2001, and June 30, 2001
under which RSA could borrow and reborrow amounts not
exceeding in the aggregate $20 million at any time
through September 30, 2001 and thereafter not exceeding
in the aggregate $15 million at any time. RSA and the
Bank have entered into a Third Amendment to the Credit
Agreement, dated as of October 25, 2001, pursuant to
which, among other things: (i) RSA may cause the Bank
to issue letters of credit not exceeding in the
aggregate $1.5 million at any time; (ii) increased the
aggregate amount of borrowings and letters of credit
outstanding at any one time to $22 million through
March 15, 2002, and thereafter not exceeding the lesser
of $1.5 million and the aggregate amount of all letters
of credit outstanding as of March 15, 2002; and (iii)
extending the termination date of the Credit Agreement
to October 25, 2002.
2. Issue, renewal or guaranty:
Renewal through amendment.
3. Principal amount of each security:
The principal amount of the security will vary over
time as borrowings are made and letters of credit are
issued, but shall not exceed in the aggregate $22
million
through March 15, 2002 and thereafter not exceeding the
lesser of $1.5 million and the aggregate amount of all
letters of credit outstanding as of March 15, 2002.
4. Rate of interest per annum of each security:
At the option of RSA, borrowings may be either floating
rate loans or Eurodollar loans for one, two or three-
month periods. Interest on floating rate loans is
computed daily and, on an annual basis, is 50 basis
points below the greater of (i) the federal funds
effective rate plus 50 basis points and (ii) the Bank's
announced prime commercial lending rate. Interest on
Eurodollar loans is 225 basis points plus the product
of the rate per annum at which Dollar deposits are
offered to the Bank two business days prior to the
beginning of the relevant period in the interbank
Eurodollar market, multiplied by a fraction the
numerator of which is one and the denominator of which
is one minus the Eurocurrency reserve percentage.
5. Date of issue, renewal or guaranty of each security:
October 25, 2001
6. If renewal of security, give date of original issue:
March 17, 2000.
7. Date of maturity of each security:
The aggregate amount of borrowings and letters of
credit outstanding at any one time shall not exceed $22
million through March 15, 2002, and thereafter shall
not exceed the lesser of $1.5 million and the aggregate
amount of all letters of credit outstanding as of March
15, 2002. The termination date of the Credit
Agreement, as amended, is October 25, 2002, which may
be extended by agreement for additional periods of time
not exceeding 364 days for any extension.
8. Name of the person to whom each security was issued,
renewed or guaranteed:
LaSalle Bank National Association
9. Collateral given with each security:
RSA and its subsidiaries have granted a security
interest, evidenced by a Security Agreement dated as of
March 17, 2000, in, among other things, their accounts,
chattel paper, computer hardware and software, deposit
accounts, documents, financial assets, general
intangibles, goods, equipment, fixtures, inventory,
instruments, intellectual property, investment
property, money and all other
personal property, as security for RSA's obligations
under the Credit Agreement, as amended.
Further, the subsidiaries of RSA have issued a
guaranty, dated as of March 17, 2000, of RSA's
obligations under the Credit Agreement, as amended, and
have reaffirmed that guaranty and the Security
Agreement by instrument dated as of October 25, 2001.
In addition, Great Plains Energy Incorporated ("GPE")
has entered into a certain Support Agreement with RSA,
dated as of October 25, 2001, pursuant to which, among
other things, GPE agreed, in the event RSA is unable to
make timely payment of interest or principal under the
Credit Agreement, to provide such funds to RSA either
as equity or a subordinated loan.
The subsidiaries' guaranty and the GPE Support
Agreement shall be reported by GPE in its certificate
pursuant to Rule 24 and Release No. 35-27436 for the
period ending December 31, 2001.
10. Consideration received for each security:
The full principal amount of each borrowing.
11. Application of proceeds of each security:
To be used for financing the existing business of RSA
and its subsidiaries.
12. Indicate by a check after the applicable statement
below whether the issue, renewal or guaranty of each
security was exempt from the provisions of Section 6(a)
because of:
a) the provisions contained in the first sentence of
Section 6(b) [ ]
b) the provisions contained in the fourth sentence of
Section 6(b) [ ]
c) the provisions contained in any rule of the Commission
other than Rule U-48 [X]
13. If the security or securities were exempt from the
provisions of Section 6(a) by virtue of the first sentence
of Section 6(b), give the figures which indicate that the
security or securities aggregate (together with all other
then outstanding notes and drafts of a maturity of nine
months or less, exclusive of days of grace, as to which such
company is primarily or secondarily liable) not more than 5
percentum of the principal amount and par value of the other
securities of such company then outstanding. [Demand notes,
regardless of how long they may have been outstanding, shall
be considered as maturing in not more than nine months for
purposes of the exemption from Section 6(a) of the Act
granted by the first sentence of Section 6(b)):
Not applicable.
14. If the security or securities are exempt from the
provisions of Section 6(a) because of the fourth sentence of
Section 6(b), name the security outstanding on January 1,
1935, pursuant to the terms of which the security or
securities herein described have been issued:
Not applicable.
15. If the security or securities are exempt form the
provisions of Section 6(a) because of any rule of the
Commission other than Rule U-48, designate the rule under
which exemption is claimed.
Rule 52(b).
/s/ Andrea F. Bielsker
Andrea F. Bielsker
Vice President - Finance, Chief
Financial Officer and Treasurer
Great Plains Energy Incorporated
Dated: November 5, 2001