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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM U5B
Great Plains Energy Incorporated
Name of Registrant
Name, Title and Address of Officer to Whom Notices
and Correspondence Concerning This Statement
Should be Addressed:
Andrea F. Bielsker
Vice President - Finance, Chief Financial Officer and Treasurer
Great Plains Power Incorporated
1201 Walnut
Kansas City, Missouri 64106
Glossary of Defined Terms
Act Public Utility Holding Company Act of 1935, as
amended
DTI DTI Holdings, Inc.
FERC Federal Energy Regulatory Commission
GPE Great Plains Energy Incorporated
KCPL Kansas City Power & Light Company
Reorganization U-1 The Form U-1 Application/Declaration filed by
Great Plains Energy Incorporated, et al., in
File No. 70-9861.
WCNOC Wolf Creek Nuclear Operating Corporation
1
REGISTRATION STATEMENT
The undersigned holding company hereby submits its registration
statement to the Securities and Exchange Commission pursuant to
Section 5 of the Public Utility Holding Company Act of 1935.
1. Exact name of registrant:
Great Plains Energy Incorporated
2. Address of principal executive offices:
1201 Walnut
Kansas City, MO 64106
3. Name and address of chief accounting officer:
Neil A. Roadman
Controller
Great Plains Energy Incorporated
1201 Walnut
Kansas City, MO 64106
4. Furnish the following information as to the registrant and
each subsidiary company thereof (indented to show degree of
remoteness from registrant) as of 12/27/01:
Col. A Col. B Col. C Col D.
Name of Company Organization State of Type of Business
(Corporation, Organiza-
Trust, etc.) tion
Great Plains Energy Corporation Missouri Registered holding
Incorporated company
Great Plains Power Corporation Missouri Power generation
Incorporated
Kansas City Power & Corporation Missouri Electric public utility
Light Company
Kansas City Power & Corporation Delaware Financing subsidiary
Light Receivables
Company
Wolf Creek Nuclear Corporation Delaware Nuclear operation and
Operating management company
Corporation
Home Service Corporation Missouri Intermediate holding
Solutions Inc. company
Worry Free Corporation Missouri Energy-related company
Service, Inc.
R.S. Andrews Corporation Delaware Energy-related company
Enterprises,
Inc.
RSA Services Corporation Georgia Energy-related company
Termite &
Pest Control,
Inc.
Premier Service Corporation Georgia Energy-related company
Systems,
Inc.
2
R.S. Andrews Corporation Georgia Energy-related company
Enterprises
of Alabama,
Inc.
R.S. Andrews Corporation Georgia Energy-related company
Enterprises
of Charleston,
Inc.
R.S. Andrews Corporation Georgia Energy-related company
Enterprises
of Columbus,
Inc.
R.S. Andrews Corporation Georgia Energy-related company
Enterprises
of Dallas,
Inc.
R.S. Andrews Corporation Georgia Energy-related company
Enterprises
of Kansas,
Inc.
R. S. Andrews Corporation Georgia Energy-related company
Enterprises
of South
Carolina, Inc.
R.S. Andrews of Corporation Georgia Energy-related company
Chattanooga,
Inc.
R.S. Andrews of Corporation Georgia Energy-related company
Fairfax,
Inc.
R.S. Andrews of Corporation Georgia Energy-related company
Florida,
Inc.
R.S. Andrews of Corporation Georgia Energy-related company
Maryland,
Inc.
R.S. Andrews of Corporation Georgia Energy-related company
Palm Beach,
Inc.
R.S. Andrews Corporation Georgia Energy-related company
Services,
Inc.
R.S. Andrews of Corporation Georgia Energy-related company
Stuart II,
Inc.
R.S. Andrews of Corporation Georgia Energy-related company
Tidewater,
Inc.
R.S. Andrews of Corporation Georgia Energy-related company
Wilmington,
Inc.
R.S. Andrews of Corporation Georgia Energy-related company
Jonesboro,
Inc.
R.S. Andrews of Corporation Georgia Energy-related company
Topeka,
Inc.
R.S. Andrews Corporation Georgia Energy-related company
Enterprises
of Virginia,
Inc.
R.S. Andrews Corporation Georgia Energy-related company
Enterprises
of Tennessee,
Inc.
R.S. Andrews of Corporation Georgia Inactive
DeSoto,
Inc.
R.S. Andrews of Corporation Georgia Inactive
Grand
Prairie, Inc.
R.S. Andrews of Corporation Georgia Inactive
Grapevine,
Inc.
R.S. Andrews of Corporation Georgia Inactive
Orlando,
Inc.
3
R.S. Andrews of Corporation Georgia Inactive
Sacramento,
Inc.
RSA Services of Corporation Georgia Inactive
Florida,
Inc.
R.S. Andrews Corporation Georgia Inactive
Showcase of
Atlanta, Inc.
R.S. Andrews of Corporation Georgia Inactive
Vero Beach,
Inc.
R.S. Andrews Corporation Georgia Inactive
Home Warranty
of Texas, Inc.
R.S. Andrews Corporation Georgia Inactive
Home Warranty
of Florida,
Inc.
R.S. Andrews of Corporation Georgia Inactive
Stuart I,
Inc.
KLT Inc. Corporation Missouri Intermediate Holding
Company
KLT Investments Corporation Missouri Intermediate Holding
Inc. Company
KLT Investments II Corporation Missouri Intermediate Holding
Inc. Company
Energetechs, Inc. Corporation Missouri Inactive
KLT Energy Services Corporation Missouri Energy-related company
Inc.
Custom Energy Limited Delaware Energy-related company
Holdings, liability
L.L.C. company
Strategic Limited Delaware Energy-related company
Energy, L.L.C. liability
company
KLT Gas Inc. Corporation Missouri Gas exploration,
development and
production
Apache Canyon Limited Delaware Inactive
Gas, L.L.C. liability
company
FAR Gas Corporation Colorado Intermediate holding
Acquisitions company
Corporation
Forest City, LLC Limited Delaware Gas exploration,
liability development and
company production
Forest City Limited Delaware Gas gathering
Gathering, LLC liability
company
KLT Gas Operating Corporation Missouri Gas properties
Company operation and
management
Patrick KLT Gas, Limited Oklahoma Inactive
LLC liability
company
KLT Telecom Inc. Corporation Missouri Exempt
telecommunications
company
Advanced Corporation Delaware Inactive
Measurement
Solutions, Inc.
Copier Solutions, Limited Missouri Inactive
LLC liability
company
eChannel, Inc. Corporation Delaware Internet applications
4
Municipal Limited Delaware Inactive
Solutions, L.L.C. liability
company
Telemetry Limited Delaware Inactive
Solutions, L.L.C. liability
company
global- Limited Missouri Inactive
utilityexchange.- liability
com, LLC company
DTI Holdings, Corporation Missouri Exempt
Inc. telecommunications
company
Digital Corporation Missouri Exempt
Teleport, Inc. telecommunications
company
Digital Limited Missouri Exempt
Teleport liability telecommunications
Nationwide company company
LLC
Digital Corporation Virginia Exempt
Teleport of telecommunications
Virginia, Inc. company
BUSINESS
5. Describe briefly:
(a) The general character of the business done by the
registrant and its subsidiaries, separated as between the holding
companies, public utility subsidiaries (as defined in the Act) and
the various non-utility subsidiaries.
Information concerning the general character of the business of
Great Plains Energy Incorporated ("GPE") and certain of its
subsidiaries is available in the Form U-1, as amended, related to
the corporate reorganization of GPE and its subsidiaries in File
No. 70-9861 ("Reorganization U-1), previously filed and which is
incorporated by reference herein. More detailed business
descriptions of certain of GPE's subsidiaries are available in
Items 1 and 7 of the annual reports on Form 10-K of Kansas City
Power & Light Company ("KCPL"), File No. 1-707, and DTI Holdings,
Inc. ("DTI"), File No. 333-50049, which are incorporated by
reference herein.
Active subsidiaries of GPE which are not referenced in the
Reorganization U-1 or the annual reports on Form 10-K are
described below:
(i) Subsidiaries of KLT Telecom Inc.
eChannel, Inc., based on available information, provides tools and
services for web-based business application development.
5
(ii) Subsidiaries of KLT Gas Inc.
Forest City, LLC, owns and develops coal bed methane gas
properties.
Forest City Gathering, LLC, will own and operate gas gathering
facilities on or adjacent to properties owned by Forest City, LLC.
KLT Gas Operating Company operates certain gas-producing
properties in which KLT Gas Inc. or its subsidiaries have
ownership interests.
(b) Any substantial changes which may have occurred in the
general character of the business of such companies during the
preceding five years.
Information concerning any substantial changes which may have
occurred in the general character of the business of GPE and its
subsidiaries during the preceding five years is available in the
annual reports on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K for the past five years of Kansas City
Power & Light Company (File No. 1-707), and for the past four
years of DTI Holdings, Inc. (File No. 333-50049), which are
incorporated herein by reference.
PROPERTY
6. Describe briefly the general character and location of the
principal plants, properties and other important physical units of
the registrant and its subsidiaries, showing separately (a) public
utility and (b) other properties. If any principal plant or
important unit is not held in fee, so state and describe how held.
Information concerning the general character and location of the
principal plants, properties and other important physical units of
GPE and its subsidiaries is available in Item 2 of the annual
reports on Form 10-K of the following companies for the year ended
December 31, 2000: Kansas City Power & Light Company (File No. 1-
707); and DTI Holdings, Inc. (File No. 333-50049), which are
incorporated herein by reference.
7. For each public utility company in the holding company system
of the registrant which is engaged in the transmission of electric
energy or gas in interstate commerce, furnish the following
information for the last calendar year:
6
TOTAL ANNUAL SALES ELECTRIC ENERGY GAS
(KWH) (MCF)
Interstate Transactions:
Name of State
Delivered Out of State
Received From Out of State
KCPL has on file with the FERC its 2000 FERC Form 1 which includes
information regarding the transmission of electric energy. This
report also has been provided as Exhibit G-1 under cover of Form
SE, which is incorporated herein by reference.
GPE and its subsidiaries do not own or operate facilities for the
transmission of gas in interstate commerce. KCPL and Strategic
Energy, L.L.C., purchase gas, gas transportation and storage
services for their respective retail customers from regulated
interstate pipeline suppliers.
SECURITIES OUTSTANDING
8. Submit the following information concerning the registrant
and each subsidiary thereof as of the latest available date:
FUNDED DEBT
(a) For each issue or series of funded debt, including
funded debt secured by liens on property owned, whether or not
such debt has been assumed: (Do not include here any contingent
liabilities reported under paragraph 8(c).)
As of October 31, 2001
(BY PERMISSION OF THE STAFF, COLUMNS "E" THROUGH "I" HAVE
BEEN OMITTED)
Col. A Col. B Col. C Col. D
Name of Title of Issue Amount Amount
Obligor Authorized Issued
Less
Retired
KCPL Unsecured Senior Notes, $400,000,000 $250,000,000
7.125% due December 15, 2005
KCPL Secured Series C Medium-Term $150,000,000 $119,000,000
Notes, various interest rates
and maturities
KCPL Secured Series D Medium-Term $250,000,000 $60,000,000
Notes, various interest rates
and maturities
KCPL Unsecured Series 1998A EIRR $56,500,000 $56,500,000
Bonds, 3.25% due September 1,
2015
KCPL Unsecured Series 1998B EIRR $50,000,000 $50,000,000
Bonds, 3.25% due September 1,
2015
7
KCPL Unsecured Series 1998C EIRR $50,000,000 $50,000,000
Bonds, 4.50% due October 1,
2017
KCPL Unsecured Series 1998D EIRR $40,000,000 $40,000,000
Bonds, 3.25% due October 1,
2017
KCPL Secured Series 1994 EIRR $13,982,500 $13,982,500
Bonds, 3.90% due March 1,
2015
KCPL Secured Series 1994 EIRR $21,940,000 $21,940,000
Bonds, 3.90% due March 1,
2018
KCPL Secured Series 1993A EIRR $40,000,000 $40,000,000
Bonds, variable interest due
December 1, 2023
KCPL Secured Series 1993B EIRR $39,480,000 $39,480,000
Bonds, variable interest due
December 1, 2023
KCPL Secured Series 1993 EIRR $12,366,000 $12,366,000
Bonds, 3.90% due January 2,
2012
KCPL Secured Series 1992 EIRR $31,000,000 $31,000,000
Bonds, variable interest due
July 1, 2017
KCPL Junior Subordinated $154,640,000 $154,640,000
Deferrable Interest
Debentures, 8.30% due April
15, 2037
R.S. Andrews Secured Ford Motor Credit note 1 $177,925
of Maryland, Company loans, 7.12% with
Inc. various due dates in 2004
R.S. Andrews Note payable to owner of note 1 $70,150
of Virginia, purchased business, 7.0% due
Inc. December 2, 2003
R.S. Andrews Note payable to owner of note 1 $54,851
of Virginia, purchased business, 8.0% due
Inc. December 1, 2002
R.S. Andrews Note payable to owner of note 1 $29,600
Enterprises purchased business, 10.0% due
of Alabama, July 10, 2007
Inc.
R.S. Andrews Secured NationsBank loan for note 1 $3,124
Enterprises purchase of equipment, 8.25%
of South due April 1, 2003
Carolina,
Inc.
R.S. Andrews Secured Valley View Bank loan note 1 $13,683
Enterprises for leasehold improvements,
of Kansas, 8.75% due December 23, 2003
Inc.
R.S. Andrews Secured Community Bank loan note 1 $1,836,059
Enterprises for purchase of building,
8.13% due August 21, 2004
R.S. Andrews Secured Community Bank loan note 1 $557,539
Services, for purchase of building,
Inc. 9.01% due January 18, 2004
R.S. Andrews Account payable to vendor, note 1 $81,000
Services, 8.5% due December 31, 2003
Inc.
KLT Secured NDH Capital $2,620,000 $985,719
Investments Corporation Note, 9.15% due
Inc. May 15, 2004
KLT Secured NDH Capital $2,712,500 $1,280,887
Investments Corporation Note, 9.60% due
Inc. May 15, 2004
KLT Secured Corporate Credit $2,652,545 $537,593
Investments Note, 9.39% due May 15, 2003
Inc.
KLT Secured Corporate Credit $2,652,545 $1,141,021
Investments Note, 9.61% due May 15, 2003
Inc.
8
KLT Secured Corporate Credit $2,652,545 $951,874
Investments Note, 9.82% due May 15, 2003
Inc.
KLT Secured NDH Capital $4,064,333 $1,131,517
Investments Corporation Note, 9.63% due
Inc. May 15, 2003
KLT Secured NDH Capital $1,481,000 $1,293,647
Investments Corporation Note, 7.74% due
Inc. October 1, 2006
KLT Secured Corporate Credit $2,700,000 $976,503
Investments Note, 8.12% due May 15, 2004
Inc.
KLT Secured NDH Capital $1,912,500 $563,969
Investments Corporation Note, 9.07% due
Inc. May 15, 2003
KLT Secured NDH Capital $1,912,500 $555,502
Investments Corporation Note, 9.20% due
Inc. May 15, 2003
KLT Secured NDH Capital $1,912,500 $661,820
Investments Corporation Note, 9.34% due
Inc. May 15, 2003
KLT Secured NDH Capital $1,912,500 $1,084,452
Investments Corporation Note, 9.46% due
Inc. May 15, 2004
KLT Secured NDH Capital $3,613,321 $1,352,271
Investments Corporation Note, 8.23% due
Inc. May 15, 2004
KLT Secured NDH Capital $2,287,500 $970,007
Investments Corporation Note, 7.61% due
Inc. May 15, 2004
KLT Secured NDH Capital $1,462,500 $519,728
Investments Corporation Note, 7.82% due
Inc. May 15, 2004
KLT Secured NDH Capital $1,388,888 $730,654
Investments Corporation Note, 7.36% due
Inc. May 15, 2005
KLT Secured NDH Capital $638,888 $325,661
Investments Corporation Note, 7.57% due
Inc. May 15, 2005
KLT Secured NDH Capital $972,320 $491,973
Investments Corporation Note, 7.86% due
Inc. May 15, 2005
KLT Secured NDH Capital $2,500,000 $1,434,481
Investments Corporation Note, 8.36% due
Inc. May 15, 2005
KLT Secured NDH Capital $1,845,721 $560,827
Investments Corporation Note, 8.04% due
Inc. May 15, 2003
KLT Secured NDH Capital $4,597,125 $2,877,657
Investments Corporation Note, 8.36% due
Inc. May 15, 2006
KLT Secured NDH Capital $1,134,985 $752,792
Investments Corporation Note, 7.29% due
Inc. May 15, 2006
KLT Secured NDH Capital $6,270,000 $4,406,803
Investments Corporation Note, 7.29% due
Inc. May 15, 2006
KLT Secured NDH Capital $3,907,767 $3,001,866
Investments Corporation Note, 7.74% due
Inc. October 1, 2008
DTI Series B 12 1/2% Senior $506,000,000 $206,853,211
Discount Notes due 2008 (note 2)
Digital Secured Pirelli Cables and variable $3,077,259
Teleport, Systems LLC Vendor Financing
Inc.
Note 1: Unavailable to registrant.
Note 2: As of September 30, 2001, including accreted interest and
net of unamortized underwriter's discount.
9
CAPITAL STOCK
(b) For each class of capital stock including certificates of
beneficial interest, give information both in number of shares and
in dollar amounts:(do not include here any warrants, options or
other securities reported under paragraph 8(d).)
As of October 31, 2001
(BY PERMISSION OF THE STAFF, COLUMNS "G" THROUGH "J" HAVE BEEN
OMITTED)
(d)
Amount
Reserved (e)
For Additional (f)
(c) Options, Amount Amount
(b) Amount Warrants, Unissued Issued
(a) Title of Authorized Conversion
Name of Issuer Issue Per Charter s and
Other
Rights
Great Plains Energy Common Stock 150,000,000 3,000,000 85,091,274 61,908,726
Incorporated (GPE) Under Long- (note 1)
Term
Incentive
Plan
3.80% 100,000 0 0 100,000
Preferred
4.50% 100,000 0 0 100,000
Preferred
4.20% 70,000 0 0 70,000
Preferred
4.35% 120,000 0 0 120,000
Preferred
Great Plains Power Common Stock 500 0 499 1
Incorporated
Kansas City Power & Common Stock 1,000 0 999 1
Light Company
(KCPL)
Kansas City Power & Common Stock 10,000 0 9,000 1,000
Light Receivables
Company
Wolf Creek Nuclear Class A 47 0 0 47
Operating Common Stock
Corporation (WCNOC) Class B 47 0 0 47
Common Stock
Class C 6 0 0 6
Common Stock
Home Service Common Stock 60,000,000 0 10,097,860 49,902,140
Solutions Inc. (note 2)
Worry Free Service, Common Stock 15,030,000 0 5,530,000 9,500,000
Inc.
R.S. Andrews Preferred 20,000,000 0 0 0
Enterprises, Inc. Stock
Series A
Preferred 15,000,000 0 0 15,000,000
Stock
Series B
Preferred 15,000,000 0 3,172,649 11,827,351
Stock
Common Stock 50,000,000 0 23,177,617 26,822,383
RSA Services Common Stock 10,000 0 9,900 100
Termite & Pest
Control, Inc.
Premier Service Common Stock 10,000 0 9,900 100
Systems, Inc.
R.S. Andrews Common Stock 10,000 0 9,900 100
Enterprises of
Alabama, Inc.
10
R.S. Andrews Common Stock 10,000 0 9,900 100
Enterprises of
Charleston, Inc.
R.S. Andrews Common Stock 10,000 0 9,900 100
Enterprises of
Columbus, Inc.
R.S. Andrews Common Stock 10,000 0 9,900 100
Enterprises of
Dallas, Inc.
R.S. Andrews Common Stock 10,000 0 9,900 100
Enterprises of
Kansas, Inc.
R.S. Andrews Common Stock 10,000 0 9,900 100
Enterprises of
South Carolina,
Inc.
R.S. Andrews of Common Stock 10,000 0 9,900 100
Chattanooga, Inc.
R.S. Andrews of Common Stock 10,000 0 9,900 100
Fairfax, Inc.
R.S. Andrews of Common Stock 10,000 0 9,900 100
Florida, Inc.
R.S. Andrews of Common Stock 10,000 0 9,900 100
Maryland, Inc.
R.S. Andrews of Common Stock 10,000 0 9,900 100
Palm Beach, Inc.
R.S. Andrews Common Stock 10,000 0 9,900 100
Services, Inc.
R.S. Andrews of Common Stock 10,000 0 9,900 100
Stuart II, Inc.
R.S. Andrews of Common Stock 10,000 0 9,900 100
Tidewater, Inc.
R.S. Andrews of Common Stock 10,000 0 9,900 100
Wilmington, Inc.
R.S. Andrews of Common Stock 10,000 0 9,900 100
Jonesboro, Inc.
R.S. Andrews of Common Stock 10,000 0 9,900 100
Topeka, Inc.
R.S. Andrews Common Stock 10,000 0 9,900 100
Enterprises of
Virginia, Inc.
R.S. Andrews Common Stock 10,000 0 9,900 100
Enterprises of
Tennessee, Inc.
R.S. Andrews of Common Stock 10,000 0 9,900 100
DeSoto, Inc.
R.S. Andrews of Common Stock 10,000 0 9,900 100
Grand Prairie, Inc.
R.S. Andrews of Common Stock 10,000 0 9,900 100
Grapevine, Inc.
R.S. Andrews of Common Stock 10,000 0 9,900 100
Orlando, Inc.
R.S. Andrews of Common Stock 10,000 0 9,900 100
Sacramento, Inc.
R.S. Andrews of Common Stock 10,000 0 9,900 100
Florida, Inc.
11
R.S. Andrews Common Stock 10,000 0 9,900 100
Showcase of
Atlanta, Inc.
R.S. Andrews of Common Stock 10,000 0 9,900 100
Vero Beach, Inc.
R.S. Andrews Home Common Stock 10,000 0 9,900 100
Warranty of Texas,
Inc.
R.S. Andrews Home Common Stock 10,000 0 9,900 100
Warranty of
Florida, Inc.
R.S. Andrews of Common Stock 10,000 0 9,900 100
Stuart I, Inc.
KLT Inc. Common stock 250,000 0 100,000 150,000
KLT Investments Common stock 40,000 0 8,500 31,500
Inc.
KLT Investments II Common stock 25,000 0 15,115 9,885
Inc.
Energetechs, Inc. Common stock 1,000 0 1,000 0
KLT Energy Services Common stock 25,000 0 3,555 21,445
Inc.
Custom Energy Series CE 13,333,334 0 0 13,333,334
Holdings, L.L.C. Economic units units
Interest
Series CE 13,333,334 0 0 13,333,334
Voting units units
Interest
Series CEL 8,318,000 0 0 8,100,178
Preferred units units
Economic
Interest
Series CEL 8,318,000 0 0 8,100,178
Preferred units units
Voting
Interest
Series CEL 10,000,000 0 0 10,000,000
Common units units
Economic
Interest
Series CEL 10,000,000 0 0 10,000,000
Common Voting units units
Interest
Series SEL 10,000,000 0 0 10,000,000
Economic units units
Interest
Series SEL 10,000,000 0 0 10,000,000
Voting units units
Interest
Strategic Energy, Economic and 10,000,000 0 0 10,000,000
L.L.C. Voting units units
Interest
KLT Gas Inc. Common stock 70,000 0 8,962 61,038
Apache Canyon Gas, Limited 100% 0 0 100%
L.L.C. liability
company
interest
FAR Gas Common stock 100,000 0 99,245 755
Acquisitions
Corporation
Forest City, LLC Limited 100% 0 0 100%
liability
company
interest
Forest City Limited 100% 0 0 100%
Gathering, LLC liability
company
interest
KLT Gas Operating Common stock 1,000 0 999 1
Company
Patrick KLT Gas, Limited 100% 0 0 100%
LLC liability
company
interest
KLT Telecom Inc. Common stock 70,000 0 7,585 62,415
Advanced Common stock 10,000 0 9,800 200
Measurement
Solutions, Inc.
12
Copier Solutions, Limited 100% 0 0 100%
LLC liability
company
interest
eChannel, Inc. Preferred 5,000,000 0 4,313,333 686,667
(note 3) stock
Series A 520,000 0 0 520,000
preferred
stock
Series B 166,667 0 0 166,667
preferred
stock
Common stock 12,500,000 1,686,667 10,500,000 2,000,000
Municipal Limited 100% 0 0 100%
Solutions, L.L.C. liability
company
interest
Telemetry Limited 100% 0 0 100%
Solutions, L.L.C. liability
company
interest
globalutilityexchan Limited 100% 0 0 100%
ge.com, LLC liability
company
interest
DTI Holdings, Inc. Preferred 20,000 0 20,000 0
stock, $0.01
par value
Series A 30,000 0 0 30,000
convertible
preferred
stock, $0.01
par value
Common stock 100,000,000 13,429,590 99,700,000 300,000
(note 4)
Digital Teleport, Preferred 500 0 500 0
Inc. (Note 5) stock
Common stock 100,000 0 99,800 200
Digital Teleport Limited 100% 0 0 100%
Nationwide LLC liability
company
interest
Digital Teleport of Common stock 1,000 0 900 100
Virginia, Inc.
(Note 5)
Note 1: Includes 35,916 treasury shares.
Note 2: Includes 3,000,000 treasury shares.
Note 3: Based on latest available information (1996) from
eChannel, Inc. Of the 5,000,000 authorized shares of preferred
stock, 520,000 shares have been designated Series A, and 166,667
shares have been designated Series B.
Note 4: Three million common shares have been reserved under
DTI's 1997 Long-Term Incentive Award Plan; 6 million common shares
have been reserved under DTI's 2001 Stock Option Plan; 4,229,590
common shares have been reserved for warrants issued to Banque
Indosuez and in connection with the issuance of DTI's 12 1/2%
Series B Senior Discount Notes due 2008. DTI has also entered into
an agreement to issue 200,000 restricted common shares to an
executive of DTI, which shares have not been issued.
Note 5: DTI has pledged all shares of stock it holds of Digital
Teleport, Inc. and Digital Teleport of Virginia, Inc. as
collateral for a $94 million demand loan made to it by KLT Telecom
Inc. This loan is set forth in Item 11(a).
13
CONTINGENT LIABILITIES
(c) A brief outline of the nature and amount of each
liability on account of endorsement or other of any
securities.
Information regarding certain contingent liabilities is set forth
in the following documents, copies of which are incorporated
herein by reference:
Notes 5, 9 and 11 to the Consolidated Financial Statements of
included in KCPL's Form 10-K for the year ended December 31,
2000 (File No. 1-707).
Notes 4 and 6 to the Consolidated Financial Statements of
KCPL included in KCPL's Form 10-Q for the quarter ended
September 30, 2001 (File No. 1-707).
Notes 4, 5, 6, 10 and 11 to the Consolidated Financial
Statements of DTI included in DTI's transition report on Form
10-K for the period ended December 31, 2000 (File No. 333-
50049).
Note 7 to the Consolidated Financial Statements of DTI
included in DTI's Form 10-Q for the quarter ended September
30, 2001 (File No. 333-50049).
Information regarding other contingent liabilities on account of
endorsement or other guarantees of any securities, not included in
the above referenced reports, is set out below:
(i) GPE and R.S. Andrews Enterprises, Inc. ("RSAE"), entered
into a Support Agreement dated as of October 25, 2001, which
provides, among other things, that in the event RSAE is unable to
make timely payment of interest or principal on indebtedness owed
to LaSalle Bank under a credit agreement dated as of March 17,
2000, as amended, GPE shall provide to RSAE such funds as equity
or loans. The subsidiaries of RSAE have also guaranteed said
loans. The credit agreement, as amended, provides a maximum
commitment of $22 million.
(ii) GPE has entered into various agreements with KLT
Investments Inc. which provide, among other things, that so long
as KLT Investments Inc. has certain loans outstanding, GPE shall
not withdraw any amounts from KLT Investments by way of dividends
14
or otherwise if KLT Investments Inc. does not, or would not after
such withdrawal, have at least $3 million net worth.
(iii) KLT Inc., KLT Energy Services Inc. and Custom
Energy, L.L.C. have entered into a Master Surety Agreement in
favor of United States Fidelity and Guaranty Company, Fidelity and
Guaranty Insurance Company, fidelity and Guaranty Insurance
Underwriters, Inc. and any and all affiliated, associated and
subsidiary companies thereof with respect to surety bonds issued
on behalf of Custom Energy, L.L.C. Custom Energy, L.L.C. is a
subsidiary of Custom Energy Holdings, L.L.C., but is not an
"associate company" of GPE. As of October 31, 2001, such surety
bonds aggregated approximately $21 million in face amount.
(iv) Custom Energy Holdings, L.L.C. and Custom Energy, L.L.C.
have entered into an Agreement of Indemnity in favor of Seaboard
Surety Company, St. Paul Fire and Marine Insurance Company, St.
Paul Guardian Insurance Company, St. Paul Mercury Insurance
Company, United States Fidelity and Guaranty Company, Fidelity and
Guaranty Insurance Underwriters, Inc., Fidelity and Guaranty
Insurance Company, Northern Indemnity, Inc., Seaboard Surety
Company of Canada, Afianzadora Insurgentes, S.A. de C.V. and any
and all affiliates, subsidiaries, divisions, successors, assigns,
co-sureties or re-insurers thereof respecting surety bonds issued
on behalf of Custom Energy, L.L.C. Custom Energy, L.L.C. is a
subsidiary of Custom Energy Holdings, L.L.C., but is not an
"associate company" of GPE. As of October 31, 2001, such surety
bonds aggregated approximately $18 million in face amount.
(v) KLT Inc. has entered into a General Indemnity Agreement
and an Addendum to General Indemnity Agreement in favor of
Seaboard Surety Company, St. Paul Fire and Marine Insurance
Company, St. Paul Guardian Insurance Company, St. Paul Mercury
Insurance Company, United States Fidelity and Guaranty Company,
Fidelity and Guaranty Insurance Underwriters, Inc., Fidelity and
Guaranty Insurance Company, Northern Indemnity, Inc., Seaboard
Surety Company of Canada, Afianzadora Insurgentes, S.A. de C.V.
and any and all affiliates, subsidiaries, divisions, successors,
assigns, co-sureties or re-insurers thereof respecting surety
bonds issued on behalf of Strategic Energy, L.L.C. As of October
31, 2001, KLT Inc.'s contingent liability thereon aggregated $25
million in face amount.
(vi) KLT Inc. and Strategic Energy, L.L.C., have entered into
a General Agreement of Indemnity in favor of Federal Insurance
Company and any of its subsidiary or affiliated insurers with
respect to surety bonds issued on behalf of Strategic Energy,
15
L.L.C. As of October 31, 2001, such surety bonds aggregated
approximately $84 million.
(vii) KLT Inc. has entered into a Guaranty and Suretyship
Agreement in favor of PNC Bank, National Association and any other
direct or indirect subsidiary of The PNC Financial Services Group,
Inc., respecting letters of credit issued on behalf of Strategic
Energy, L.L.C. As of October 31, 2001, such letters of credit
aggregated approximately $22 million in face amount.
(viii) KLT Inc. and Strategic Energy, L.L.C. have entered
into an Indemnification Agreement under which Strategic Energy,
L.L.C. has agreed to indemnify KLT Inc. from and against all
losses arising or resulting from any guarantees or
indemnifications issued or to be issued by KLT Inc. on behalf of
Strategic Energy.
(ix) KLT Inc., KLT Telecom Inc., DTI Holdings, Inc. and
Digital Teleport, Inc. have entered into a General Contract of
agreement in favor of Travelers Casualty and Surety Company of
America and its affiliates, parent and subsidiaries with respect
to surety bonds issued on behalf of Digital Teleport, Inc. As of
October 31, 2001, such surety bonds aggregated approximately $2.1
million.
(x) In connection with the issuance by KCPL Financing I of
$150 million of 8.3% Trust Originated Referred Securities, KCPL
provided a Preferred Securities Guarantee Agreement, as described
in the Prospectus Supplement dated April 10, 1997 (File No. 333-
18139), which is incorporated herein by reference.
OTHER SECURITIES
(d) A statement of the amount of warrants, rights, or
options and of any class of securities of the registrant
and subsidiary companies not elsewhere herein described
which is outstanding and/or authorized. A brief
description of the provisions thereof should be
included. Information need not be set forth under this
item as to notes, drafts, bills of exchange or bankers'
acceptances which mature within nine months.
Information with respect to GPE's Dividend Reinvestment and Direct
Stock Purchase Plan is set forth in a Post-Effective Amendment No.
2 to Form S-3 (File No. 33-51799); information with respect to its
Employee Savings Plus Plan is set forth in a Post-Effective
Amendment No. 1 to Form S-3 (File No. 333-32636); and information
with respect to its Long-Term Incentive Plan is set forth in a
16
Post-Effective Amendment No. 1 to Form S-8 (File No. 33-45618)
which are hereby incorporated by reference.
Information with respect to warrants issued by DTI in connection
with the issuance of its 12 1/2% Series B Senior Discount Notes
due 2008 is set forth in Amendment No. 4 to Form S-4 (File No. 333-
50049). Information with respect to DTI's 2001 Stock Option Plan
is set forth in DTI's quarterly report on Form 8-K for the period
ended September 30, 2001, and such Plan was filed as Exhibit 10.35
thereto. Information with respect to DTI's 1997 Long-Term
Incentive Award Plan and grant of 200,000 restricted shares of
common stock to an executive is set forth in DTI's transition
report on Form 10-K for the period ended December 31, 2001, and
such Plan was filed as Exhibit 2.2 to DTI's Form S-4 (File No.
333-50049). Information respecting a Warrant Agreement between
DTI and Banque Indosuez is set forth in DTI's annual report
on Form 10-K for the period ended June 30, 2000, and the
Warrant Agreement was filed as Exhibit 4.13 thereto. All of
such items are hereby incorporated by reference.
KLT Inc. has guaranteed certain contracts entered into by
Strategic Energy, L.L.C. for the purchase and sale of electricity.
As of October 31, 2001, the aggregate contingent liability of KLT
Inc. on account of such contract guarantees was approximately $63
million.
KLT Inc. has guaranteed the obligations of Apache Canyon Gas,
L.L.C. under those two certain Agreements for Purchase and Sale by
and between Apache Canyon Gas, L.L.C. and Evergreen Resources,
Inc., each dated as of September 19, 2000, and under that certain
Purchase and Sale Agreement between Apache Canyon Gas, L.L.C. and
Barrett Resources Corporation dated October 13, 2000, which
agreements were filed as Exhibits 10(a), 10(b) and 10(d) to the
quarterly report of KCPL for the period ended September 30, 2000,
on Form 10-Q (File No. 1-707), which is incorporated by reference.
KLT Inc. has guaranteed the obligations (not to exceed $3 million)
of Advanced Measurement Solutions, Inc. under an agreement for the
purchase of circuit boards from Jabil Circuit, Inc.
Pursuant to a Second Amended and Restated Agreement, dated as of
December 26, 2000, as amended by an Amendment to Second Amended
and Restated Agreement, dated as of January 18, 2001, each between
KLT Telecom Inc. and a shareholder of DTI Holdings under which KLT
Telecom Inc. purchased shares of common stock of DTI Holdings,
Inc. from such shareholder, KLT Telecom Inc. and such shareholder
entered a Remaining Shares Put Option Agreement, dated as of
February 6, 2001, pursuant to which such shareholder may require
17
KLT Telecom Inc., in certain circumstances, to purchase such
shareholder's remaining shares of common stock of DTI Holdings,
Inc. for a purchase price equal to the greater of $15 million and
the appraised value of such shares.
Pursuant to a Merger Agreement dated as of September 2, 1999,
among R.S. Andrews Enterprises, Inc. ("RSAE"), R.S. Andrews of
Maryland, Inc., Chilltrol, Inc. and Richard Roeder, Jr.
("Roeder"), Roeder has the right to cause RSAE to purchase any or
all of the stock of RSAE provided to Roeder in partial
consideration of the merger.
R.S. Andrews Enterprises of Columbus, Inc., has a loan outstanding
with Columbus Bank & Trust for general business purposes, bearing
interest at 8.75%, due August 31, 2001. As of October 31, 2001,
the outstanding principal amount was $31,167.
In the normal course of business, subsidiaries of GPE arrange for
the issuance of payment and performance bonds and letters of
credit and enter into reimbursement or indemnification agreements
with the issuers of such instruments. To the knowledge of
registrant, as of October 31, 2001, (i) the subsidiaries of R.S.
Andrews Enterprises, Inc., had approximately $550,500 in face
amount of payment and/or performance bonds outstanding, (ii) KLT
Gas Inc. and its subsidiaries had approximately $400,000 in face
amount of payment and/or performance bonds outstanding, and (iii)
KLT Energy Services Inc. had a letter of credit for approximately
$1 million outstanding. Other payment and/or performance bonds
which GPE subsidiaries, other than the primary subsidiary obligor,
have guaranteed or otherwise are contingently liable therefor, are
set forth in Item 8(c), above.
INVESTMENTS IN SYSTEM SECURITIES
9. Give a tabulation showing the principal amount, par or stated
value, the cost to the system company originally acquiring
such security, and the number of shares or units, of each
security described under Item 8 that is held by the registrant
and by each subsidiary company thereof as the record (or
beneficial) owner, and the amounts at which the same are
carried on the books of each such owner. This information
should be given as of the same date as the information
furnished in answer to Item 8.
18
As of October 31, 2001
Shares or
Units Held
by Original Book
Acquiring Issuing Type of Acquiring Cost Value
Company Company Security Company (000) (000)
Great Plain Energy Kansas City Common 1 $716,720 $716,720 (note
Incorporated Power & Light stock 1)
Company
Great Plains Great Plains Common 1 $1,000 $857
Energy Power stock (note 1)
Incorporated Incorporated
Great Plains KLT Inc. Common 150,000 $150,000 $269,332 (note
Energy Stock 1)
Incorporated
Kansas City Power Kansas City Common 1,000 $3,000 $332
& Light Company Power & Light Stock (note 1)
Receivables
Company
Kansas City Power Wolf Creek Series B 47 $0.047 $0.047
& Light Company Nuclear Common
Operating Stock
Corporation
Kansas City Power Home Service Common 46,902,140 $46,902 $25,189 (note
& Light Company Solutions Stock 1)
Inc.
Home Service Worry Free Common 9,500,000 $9,500 $8,344
Solutions Inc. Service, Inc. Stock (note 1)
Home Service R.S. Andrews Common 12,037,383 $30,402 $1,785
Solutions Inc. Enterprises, Stock (in (note 1)
Inc. aggregate)
Series A 15,000,000
Preferred
Stock
Series B 11,827,351
Preferred
Stock
R.S. Andrews RSA Services common 100 note 2 note 2
Enterprises, Inc. Termite & stock
Pest Control,
Inc.
R.S. Andrews Premier common 100 note 2 note 2
Enterprises, Inc. Service stock
Systems, Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. Enterprises stock
of Atlanta,
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. Enterprises stock
of
Charleston,
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. Enterprises stock
of Columbus,
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. Enterprises stock
of Dallas,
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. Enterprises stock
of Kansas,
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. Enterprises stock
of South
Carolina,
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. of stock
Chattanooga,
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. of Fairfax, stock
Inc.
19
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. of Florida, stock
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. of Maryland, stock
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. of Palm stock
Beach, Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. Services, stock
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. of Stuart II, stock
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. of Tidewater, stock
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. of stock
Wilmington,
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. of Jonesboro, stock
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. of Topeka, stock
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. Enterprises stock
of Virginia,
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. Enterprises stock
of Tennessee,
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. of DeSoto, stock
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. of Grand stock
Prairie, Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. of Grapevine, stock
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. of Orlando, stock
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. of stock
Sacramento,
Inc.
R.S. Andrews RSA Services common 100 note 2 note 2
Enterprises, Inc. of Florida, stock
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. Showcase of stock
Atlanta, Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. of Vero stock
Beach, Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. Home Warranty stock
of Texas,
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. Home Warranty stock
of Florida,
Inc.
R.S. Andrews R.S. Andrews common 100 note 2 note 2
Enterprises, Inc. of Stuart I, stock
Inc.
KLT Inc. KLT common 31,500 $23,467 $72,325
Investments stock
Inc.
20
KLT Inc. KLT common 9,885 $9,885 $9,881
Investments stock
II Inc.
KLT Inc. Energetechs, common 0 $0 $0
Inc. stock
KLT Inc. KLT Energy common 21,445 $37,645 $47,039
Services Inc. stock
KLT Inc. KLT Gas Inc. common 61,038 $61,038 $62,764
stock
KLT Inc. KLT Telecom common 62,415 $62,415 $7,765
Inc. stock
KLT Energy Custom Energy Series CEL 851,408 $19,244 $851 (note 3)
Services Inc. Holdings, Preferred (note 3)
L.L.C. Economic
Interests
Series CEL note 3 note 3 note 3
Preferred
Voting
Interests
Series CE 6,288,000 note 3 $0
Economic
Interests
Series CE 6,288,000 note 3 note 3
Voting
Interests
Series SEL 8,275,057 note 3 $27,197
Economic
Interests
Series SEL 8,275,057 note 3 note 3
Voting
Interests
Custom Energy Strategic Economic 10,000,000 1,368 $32,868
Holdings, L.L.C. Energy, and voting
L.L.C. interests
KLT Gas Inc. Apache Limited 100% $29,592 $(13,684)
Canyon, liability
L.L.C. company
interest
KLT Gas Inc. FAR Gas common 755 $6,851 $12,877
Acquisitions stock
Corporation
KLT Gas Inc. Forest City, limited 100% $2,463 $2,463
LLC liability
company
interest
KLT Gas Inc. Forest City limited 87.5% $0 $0
Gathering, liability
LLC company
interest
KLT Gas Inc. Patrick KLT limited 50% $21,424 $0
Gas, LLC liability
company
interest
KLT Gas Inc. KLT Gas common 1 $5 $0.5
Operating stock
Company
KLT Telecom Inc. Advanced common 200 $0.2 $0
Measurement stock
Solutions,
Inc.
21
KLT Telecom Inc. Copier limited 100% $0.5 $0
Solutions, liability
LLC company
interest
KLT Telecom Inc. Municipal limited 100% $0.5 $0
Solutions, liability
L.L.C. company
interest
KLT Telecom Inc. Telemetry limited 100% $0.5 $0
Solutions, liability
L.L.C. company
interest
KLT Telecom Inc. globalutility limited 100% $0 $0
exchange liability
.com, LLC company
interest
KLT Telecom Inc. DTI Holdings, Preferred 30,000 $45,000 $29,542
Inc. Stock
Common 20,093,936 $33,604 (note 4)
Stock
Warrants 3,737,753 $5,633
Series B $10,000 $2,790
Senior
Discount
Notes
KLT Telecom Inc. eChannel, Series A 300,000 $300 $0
Inc. Preferred
Stock
Series B 166,667 $500 $0
Preferred
Stock
DTI Holdings, Inc. Digital common 200 $309,148 $252,111
Teleport, stock
Inc.
DTI Holdings, Inc. Digital common 100 $0.01 $(1,446)
Teleport of stock
Virginia,
Inc.
Digital Teleport, Digital limited 100% $0 $0
Inc. Teleport liability
Nationwide company
LLC interest
Note 1: Subsidiary earnings/losses are recorded on a quarterly
basis; amounts are as of October 1, 2001.
Note 2: Unavailable to registrant.
Note 3: The series of economic and voting interests in Custom
Energy Holdings, L.L.C., were created in a reorganization
effective as of December 31, 1999. The original cost provided
reflects the amount paid by KLT Energy Services Inc. for limited
liability company interests issued by Custom Energy Holdings,
L.L.C. and its predecessors prior to such reorganization.
No book value is ascribed to any series of voting interests.
Series CEL Preferred Voting Interests have no voting rights until
and unless Custom Energy Holdings, L.L.C., fails to make three
quarterly payments on account of Series CEL Preferred Economic
Interests.
22
Note 4: Aggregate amount given for preferred stock, common stock
and warrant, due to amortization goodwill booked for the
acquisition of common stock and warrants.
INVESTMENTS IN OTHER COMPANIES
10. Give a tabulation showing all investments of the registrant
and of each subsidiary thereof in holding companies and in
public utility companies which are not subsidiary companies
of the registrant. Also, show all other investments of the
registrant and of each subsidiary thereof in the securities
of any other enterprise, if the book value of the investment
in any such enterprise exceeds 2% of the total debit accounts
shown on the balance sheet of the company owning such
investment or an amount in excess of $25,000 (whichever
amount is the lesser). Give principal amount and number of
shares or units and the cost of each issue of such securities
to the system company originally acquiring such security, and
amount at which carried on the books of the owner. List all
such securities pledged as collateral for loans or other
obligations and identify loans and obligations for which
pledged. This information should be given as of the same date
as the information furnished in answer to Item 8.
(a) Investments of the registrant and of each subsidiary
thereof in holding companies and in public utility
companies which are not subsidiary companies of the
registrant as of October 31, 2001:
Acquiring Company Issuing Type of Shares or Original Book Value
Company Security Units Held Cost
by Acquiring
Company
KLT Investments Pacific Gas & 7.04% 81,975 $1,152,198 $1,496,044
Inc. Electric preferred
stock
KLT Investments Pacific Gas & 4.80% 24,900 $211,802 $280,125
Inc. Electric preferred
stock
KLT Investments New York $4.50 1,575 $134,143 $138,784
Inc. State preferred
Electric & stock
Gas
KLT Investments Central $4.50 1,460 $126,976 $124,928
Inc. Hudson Gas & preferred
Electric stock
KLT Investments Consolidated $4.65 Series D 18,704 $1,563,689 $1,408,150
Inc. Edison preferred
stock
23
KLT Investments Dayton Power $3.75 Series B 14,192 $1,226,536 $1,227,219
Inc. & Light preferred
stock
KLT Investments Houston $4.00 2,056 $146,392 $154,928
Inc. Lighting & preferred
Power Co. stock
KLT Investments Indiana $4.12 6,270 $495,769 $490,121
Inc. Michigan preferred
Power Co. stock
KLT Investments Interstate 4.36% 4,475 $190,277 $201,038
Inc. Power Co. preferred
stock
KLT Investments Interstate 4.68% 4,121 $185,218 $192,945
Inc. Power Co. preferred
stock
KLT Investments Northern $4.22 2,419 $189,154 $196,621
Inc. Indiana preferred
Public stock
Service
KLT Investments Northern $4.25 11,000 $851,895 $830,342
Inc. Indiana preferred
Public stock
Service
KLT Investments Northern $4.50 4,664 $362,020 $376,231
Inc. Indiana preferred
Public stock
Service
KLT Investments Xcel Energy $4.08 7,970 $619,827 $614,999
Inc. Inc. preferred
stock
KLT Investments Alabama Power 5.20% 32,500 $701,025 $708,906
Inc. Co. preferred
stock
KLT Investments Delmarva 7.75% 3,625 $91,604 $92,235
Inc. Power & Light preferred
stock
KLT Investments Montana Power $6.875 3,552 $358,113 $358,722
Inc. Co. preferred
stock
KLT Investments NICOR Inc. 4.48% 8,350 $414,327 $416,100
Inc. preferred
stock
KLT Investments Virginia $6.98 6,062 $636,328 $641,236
Inc. Electric & preferred
Power stock
Note: under the terms of the funded indebtedness of KLT
Investments Inc. (listed in Item 8(a), above), KLT Investments
must maintain a reserve equal to the greater of 15% of the
outstanding aggregate principal amount of such debt or the
aggregate amount of the next principal and interest payments due
in the succeeding year. Prior to October 1, 2001, KLT Investments
invested a portion of the reserve in preferred stocks issued by
public utilities to capture the preferred dividend payments. KLT
Investments has not purchased any public utility securities
subsequent to September 30, 2001, and intends to liquidate its
public utility securities holdings as market conditions dictate.
(b) All other investments of the registrant and of each
subsidiary thereof in the securities of any other enterprise as of
October 31, 2001:
Acquiring Company Issuing Company Type of Security Shares or Original Book Value
Units Held Cost
by
Acquiring
Company
KCPL KCPL Financing I Sponsor of Trust note 1 note 1 note 1
(Trust)
24
KCPL Kansas City Trustor of Trust note 2 note 2 note 2
Power & Light
Company Wolf
Creek
Decommissioning
Trust
KLT Investments Related Limited 9.90% $15,880,000 $15,880,000
Inc. Corporate Partnership
Partners III, Interest
L.P. - Series 1
and 2
KLT Investments Lend Lease Limited 9.90% $7,368,021 $4,769,445
Inc. Institutional Partnership
Tax Credits VII Interest
KLT Investments Lend Lease Limited 9.8% $4,064,333 $2,330,265
Inc. Institutional Partnership
Tax Credits IV Interest
KLT Investments National Limited 18.36% $10,552,500 $7,161,542
Inc. Corporate Tax Partnership
Credit Fund III Interest
KLT Investments Columbia Housing Limited 11.47% $7,959,635 $7,953,533
Inc. Partners Partnership
Corporate Tax Interest
Credit III
Limited
Partnership
KLT Investments Columbia Housing Limited 6.60% $3,000,096 $1,906,315
Inc. Partners Partnership
Corporate Tax Interest
Credit IV
Limited
Partnership
KLT Investments Corporations for Limited 9.90% $5,000,000 $4,908,776
Inc. Affordable Partnership
Housing, L.P. Interest
KLT Investments Corporations for Limited 9.90% $5,000,000 $2,713,298
Inc. Affordable Partnership
Housing II, L.P. Interest
KLT Investments USA Metropolitan Limited 13.20% $7,650,000 $5,555,945
Inc. Tax Credit Fund Partnership
II, L.P. Interest
KLT Investments Missouri Limited 85.19% $6,299,941 $4,121,076
Inc. Affordable Partnership
Housing Fund Interest
VII, L.P.
KLT Investments National Equity Limited 0.98% $1,000,000 $373,016
Inc. Fund 1992, L.P. Partnership
Interest
KLT Investments National Equity Limited 0.66% $1,000,000 $448,587
Inc. Fund 1993, L.P. Partnership
Interest
KLT Investments National Equity Limited 0.66% $1,000,000 $705,486
Inc. Fund 1994, L.P. Partnership
Interest
KLT Investments National Equity Limited 2.42% $3,000,000 $1,831,350
Inc. Fund 1995, L.P. Partnership
Interest
KLT Investments McDonald Limited 9.17% $5,000,000 $4,905,765
Inc. Corporate Tax Partnership
Credit Fund 1994 Interest
25
KLT Investments Missouri Limited 99% $6,090,920 $3,562,133
Inc. Affordable Partnership
Housing Fund VI, Interest
L.P.
KLT Investments Gateway Limited 15.95% $4,000,000 $3,940,000
Inc. Institutional Partnership
Tax Credit Fund Interest
KLT Investments Provident Tax Limited 12.6% $4,259,200 $2,783,516
Inc. Credit Fund II, Partnership
L.P. Interest
KLT Investments Missouri Limited 33.14% $3,907,767 $2,925,392
Inc. Affordable Partnership
Housing Fund IX, Interest
L.P.
KLT Investments WNC Limited 24.75% $3,750,000 $2,321,658
Inc. Institutional Partnership
Tax Credit Fund Interest
II, L.P.
KLT Investments NHT III Tax Limited 24.98% $3,260,287 $1,895,566
Inc. Credit Fund L.P. Partnership
Interest
KLT Investments Lend Lease Limited Liability 99.99% $1,491,662 $1,123,482
Inc. Missouri Tax Company Interest
Credit Fund I,
LLC
KLT Investments Dominium Limited 6% $3,000,000 $889,319
Inc. Institutional Partnership
Fund Interest
KLT Investments Missouri Limited 83.55% $1,826,952 $762,724
Inc. Affordable Partnership
Housing Fund V, Interest
L.P.
KLT Investments Aurora Family Limited 0.01% $374,215 $287,737
Inc. Apartments, L.P. Partnership
Interest
KLT Investments Housing Missouri Limited Liability 23.53% $400,000 $238,419
Inc. Equity Fund Company Interest
1994, L.L.C.
KLT Investments Boston Capital Limited 0.99% $780,957 $507,491
Inc. Corporate Tax Partnership
Credit Fund I, Interest
L.P.
KLT Investments Treasury bond 56 $29,606 $875
Inc. futures puts
KLT Investments Treasury bond 53 $54,623 $828
Inc. futures puts
FAR Gas GNR San Juan Limited 99% $1,229,108 $491,387
Acquisitions Limited Partnership
Corporation Partnership Interest
26
FAR Gas GNR San Juan II Limited 99% $201,171 $69,385
Acquisitions Limited Partnership
Corporation Partnership Interest
FAR Gas Frontier Limited 99% $34,142 $10,701
Acquisitions Production Partnership
Corporation Limited Interest
Partnership
FAR Gas Blue Spruce Limited 99% $1,812,999 $788,316
Acquisitions Investments Partnership
Corporation Limited Interest
Partnership
FAR Gas Hallwood San Limited 99% $3,475,744 $1,697,674
Acquisitions Juan I Limited Partnership
Corporation Partnership Interest
FAR Gas Miller Shale Limited 99% $846,721 $382,407
Acquisitions Limited Partnership
Corporation Partnership Interest
KLT Investments CFB Venture Fund Limited 3.3% $700,000 $598,848
II Inc. II, L.P. Partnership
Interest
KLT Investments KCEP I, L.P. Limited 1.3% $810,000 $819,574
II Inc. Partnership
Interest
KLT Investments EnviroTech Limited 6.36% $1,440,000 $1,715,899
II Inc. Investment Fund Partnership
I Limited Interest
Partnership
KLT Gas Inc. Lyco Energy Promissory notes $4,450,000 $4,683,108
Corporation due March 15,
2002 and
September 15,
2002
KLT Energy Bracknell Common stock 1,133,165 $4,831,353 $271,960
Services Inc. Corporation shares
KLT Energy Black & promissory note $1,478,119 $1,486,742
Services Inc. McDonald, Inc.
KLT Telecom Inc. Signal Sites common stock 200 $9,550 $0
Incorporated
KLT Telecom Inc. Signal Sites promissory note $525,000 $0
Incorporated due February 15,
2001
Note 1: A description of KCPL Financing I is contained in Note 11
to the consolidated financial statements of KCPL included in
KCPL's Form 10-K for the year ended December 31, 2000 (File No. 1-
707), which is incorporated herein by reference.
Note 2: A description the Kansas City Power & Light Wolf Creek
Decommissioning Trust is contained in Note 1 to the consolidated
financial statements of KCPL included in KCPL's Form 10-K for the
year ended December 31, 2000 (File No. 1-707), which is
incorporated herein by reference.
27
INDEBTEDNESS OF SYSTEM COMPANIES
11. List each indebtedness of the registrant and of each
subsidiary company thereof (other than indebtedness reported under
Item 8, but as of the same date) where the aggregate debt owed by
any such company to any one person exceeds $25,000 or an amount
exceeding 2% of the total of the debit accounts shown on the
balance sheet of the debtor (whichever amount is the lesser) but
not including any case in which aggregate indebtedness is less
than $5,000, and give the following additional information as to
each such indebtedness:
(a) Debts owed to associate companies as of October 31,
2001:
Name of Debtor Name of Amount Owed Rate of Date of
Creditor Interest Maturity
Great Plains GPE $43,864 note 1 demand open
Power Inc. account
advances
KLT Inc. GPE $100,000,000 variable February 28,
2002
KLT Inc. KLT Investments $7,997,300 note 1 demand open
Inc. account
advances
FAR Gas KLT Inc. $330,351 note 1 demand open
Acquisitions account
Corporation advances
Forest City, LLC FAR Gas $5,369 note 1 demand open
Acquisitions account
Corporation advances
KLT Gas Inc. FAR Gas $3,269,445 note 1 demand open
Acquisitions account
Corporation advances
KLT Gas Inc. KLT Energy $923,803 note 1 demand open
Services Inc. account
advances
KLT Energy KLT Inc. $4,232 note 1 demand open
Services Inc. account
advances
KLT Inc. KLT Investments $8,461,320 note 1 demand open
II Inc. account
advances
KLT Telecom Inc. KLT Inc. $191,939,909 note 1 demand open
account
advances
Apache Canyon KLT Gas Inc. $4,508,647 note 1 demand open
Gas, L.L.C. account
advances
Apache Canyon KLT Inc. $275 note 1 demand open
Gas, L.L.C. account
advances
Forest City, LLC KLT Gas Inc. $2,161,324 note 1 demand open
account
advances
Forest City, LLC FAR Gas $5,369 note 1 demand open
Acquisitions account
Corporation advances
KLT Inc. KLT Gas Inc. $13,762,493 note 1 demand open
account
advances
Forest City, LLC KLT Inc. $56 note 1 demand open
account
advances
28
Kansas City KCPL $74,779,515 variable October 25,
Power & Light 2002
Receivables
Company
Worry Free Home Service $6,721,618 note 1 demand open
Services Inc. Solutions, Inc. account
advances
Strategic KLT Energy $10,973,035 variable demand note
Energy, L.L.C Services Inc. (note 2)
DTI KLT Telecom $94,000,000 10% Demand note
Inc.
Digital KLT Telecom $39,000,000 9.5% Demand note
Teleport, Inc. Inc.
Digital KLT Telecom $5,500,000 9.5% February 1,
Teleport, Inc. Inc. 2002
Digital KLT Telecom $2,500,000 9.5% February 1,
Teleport, Inc. Inc. 2002
Advanced Telemetry $7,740,000 variable note 3
Measurement Solutions,
Solutions, Inc. L.L.C.
Copier Telemetry $945,000 variable note 3
Solutions, LLC Solutions,
L.L.C.
Telemetry KLT Telecom $21,982,320 variable note 3
Solutions, Inc.
L.L.C.
Copier KLT Telecom $205,000 variable note 3
Solutions, LLC Inc.
Advanced KLT Telecom $1,870,000 variable note 3
Measurement Inc.
Solutions, Inc.
Municipal KLT Telecom $298,350 variable note 3
Solutions, Inc.
L.L.C.
R.S. Andrews R.S. Andrews $14,369,735 note 1 demand open
Services, Inc. Enterprises, account
Inc. advances
R.S. Andrews of R.S. Andrews $3,368,484 note 1 demand open
Charleston, Inc. Enterprises, account
Inc. advances
R.S. Andrews of R.S. Andrews $116,559 note 1 demand open
Charleston, Inc. Services, Inc. account
advances
R.S. Andrews of R.S. Andrews $5,884,437 note 1 demand open
Kansas, Inc. Enterprises, account
Inc. advances
R.S. Andrews of R.S. Andrews $1,901,149 note 1 demand open
Tennessee, Inc. Enterprises, account
Inc. advances
R.S. Andrews of R.S. Andrews $1,746,616 note 1 demand open
Chattanooga, Enterprises, account
Inc. Inc. advances
R.S. Andrews of R.S. Andrews $1,898,772 note 1 demand open
Alabama, Inc. Enterprises, account
Inc. advances
R.S. Andrews of R.S. Andrews $110,853 note 1 demand open
Tidewater, Inc. Enterprises, account
Inc. advances
R.S. Andrews of R.S. Andrews $1,637,610 note 1 demand open
Fairfax, Inc. Enterprises, account
Inc. advances
R.S. Andrews of R.S. Andrews $2,261,389 note 1 demand open
Virginia, Inc. Enterprises, account
Inc. advances
R.S. Andrews of R.S. Andrews $2,336,558 note 1 demand open
South Carolina, Enterprises, account
Inc. Inc. advances
R.S. Andrews of R.S. Andrews $1,170,817 note 1 demand open
Dallas, Inc. Enterprises, account
Inc. advances
29
R.S. Andrews of R.S. Andrews $1,997,372 note 1 demand open
Florida, Inc. Enterprises, account
Inc. advances
R.S. Andrews of R.S. Andrews $1,573,059 note 1 demand open
Stuart II, Inc. Enterprises, account
Inc. advances
R.S. Andrews of R.S. Andrews $2,100,874 note 1 demand open
Palm Beach, Inc. Enterprises, account
Inc. advances
Premier Service R.S. Andrews $263,463 note 1 demand open
Systems, Inc. Enterprises, account
Inc. advances
Premier Service R.S. Andrews $2,023,766 note 1 demand open
Systems, Inc. Services, Inc. account
advances
RSA Services R.S. Andrews $3,205 note 1 demand open
Termite & Pest Enterprises, account
Control, Inc. Inc. advances
R.S. Andrews of R.S. Andrews $5,886,363 note 1 demand open
Maryland, Inc. Enterprises, account
Inc. advances
R.S. Andrews of R.S. Andrews $1,556,187 note 1 demand open
Wilmington, Inc. Enterprises, account
Inc. advances
R.S. Andrews R.S. Andrews $476,951 note 4 note 4
Services, Inc. Enterprises,
Inc.
R.S. Andrews of R.S. Andrews $292,678 note 4 note 4
Columbus, Inc. Enterprises,
Inc.
R.S. Andrews R.S. Andrews of $174,389 note 4 note 4
Enterprises, Kansas, Inc.
Inc.
R.S. Andrews R.S. Andrews of $119,591 note 4 note 4
Enterprises, Chattanooga,
Inc. Inc.
R.S. Andrews R.S. Andrews of $183,004 note 4 note 4
Enterprises, Tidewater, Inc.
Inc.
R.S. Andrews of R.S. Andrews $97,908 note 4 note 4
Fairfax, Inc. Enterprises,
Inc.
R.S. Andrews R.S. Andrews of $104,059 note 4 note 4
Enterprises, South Carolina,
Inc. Inc.
R.S. Andrews R.S. Andrews of $131,997 note 4 note 4
Enterprises, Charleston,
Inc. Inc.
R.S. Andrews R.S. Andrews of $183,982 note 4 note 4
Enterprises, Dallas, Inc.
Inc.
R.S. Andrews of R.S. Andrews $183,181 note 4 note 4
Stuart I, Inc. Enterprises,
Inc.
R.S. Andrews R.S. Andrews of $17,126 note 4 note 4
Enterprises, Stuart II, Inc.
Inc.
R.S. Andrews R.S. Andrews of $21,665 note 4 note 4
Enterprises, Palm Beach,
Inc. Inc.
RSA Services R.S. Andrews $59,299 note 4 note 4
Termite & Pest Enterprises,
Control, Inc. Inc.
R.S. Andrews R.S. Andrews of $704,957 note 4 note 4
Enterprises, Maryland, Inc.
Inc.
R.S. Andrews R.S. Andrews of $134,658 note 4 note 4
Enterprises, Wilmington,
Inc. Inc.
DTI Holdings, Digital Teleport, $874,001 note 1 demand open
Inc. Inc. account
advances
DTI Teleport Digital Teleport, $2,923,848 note 1 demand open
of Virginia, Inc. account
Inc. advances
30
Note 1: Intercompany advances incurred after September 30, 2001,
will bear interest at the effective cost of capital of the lending
associate company.
Note 2: Under its operating agreement, Strategic Energy, L.L.C.
is required to make quarterly cash distributions equal to 45% of
the net profits of the company, or such greater amount as is
required to pay any accrued flow-through tax liability of its
member or owners of Series SEL Economic Interests of Custom Energy
Holdings, L.L.C. The operating agreement of Custom Energy
Holdings, L.L.C., contains a similar provision. KLT Energy
Services Inc., as an owner of Series SEL Economic Interests,
agreed to take a promissory note in lieu of cash relating to the
distribution due for the third quarter of 2001.
Note 3: Written off on the books of account of the creditor
associate company prior to January 1, 2000.
Note 4: R.S. Andrews Enterprises, Inc., maintains a cash
concentration account into which available cash from its
subsidiaries is deposited. Accounts payable of R.S. Andrews
Enterprises, Inc. and its subsidiaries are paid from this account
and credited to the appropriate company. Intercompany advances
incurred after September 30, 2001, will bear interest at the
effective cost of capital of the lending associate company.
(b) Debts owed to others as of December 31, 2000:
Omitted by permission of the Staff.
PRINCIPAL LEASES
12. Describe briefly the principal features of each lease
(omitting oil and gas leases) to which the registrant or any
subsidiary company thereof is a party, which involves rental
at an annual rate of more than $50,000 or an amount exceeding
1% of the annual gross operating revenue of such party to
said lease during its last fiscal year (whichever of such
sums is the lesser) but not including any lease involving
rental at a rate of less than $5,000 per year.
Lessee Lessor Type of Annual Rental Lease
property expiration date
leased
KCPL Wells Fargo combustion None until October, 2005
Bank turbines 2003;
Northwest thereafter
approx. $12.5
million
KCPL Forsythe Computers $50,200 August, 2004
31
KCPL Hewlett computers $69,815 May, 2003
Packard
KCPL Hewlett Computers $70,798 May, 2003
Packard
KCPL Hewlett Computers $153,317 July, 2003
Packard
KCPL Hewlett Computers $77,329 June, 2003
Packard
KCPL Varilease Computers $66,768 August, 2002
KCPL MFP Computers $61,951 June, 2001
KCPL MFP Computers $99,064 September, 2001
KCPL MFP Computers $368,777 December, 2001
KCPL MFP Computers $165,849 September, 2001
KCPL MFP Computers $194,660 December, 2001
KCPL MFP Computers $313,027 March, 2002
KCPL MFP Computers $333,620 June, 2002
KCPL MFP Computers $200,153 September, 2002
KCPL MFP Computers $310,668 December, 2002
KCPL MFP Computers $301,198 March, 2003
KCPL MFP Computers $284,582 June, 2003
KCPL MFP Computers $100,531 September, 2003
KCPL MFP Computers $88,243 December, 2003
KCPL Konica Copiers $175,205 various
KCPL IOS Capital Copiers $275,280 various
KCPL Xerox Copiers $102,892 December, 2002
KCPL Xerox Copiers $163,869 December, 2003
KCPL 801 Building $448,800 October, 2025
Charlotte
Inc.
KCPL TWP Partners Office space $2,645,804 July, 2007
KCPL TWP Partners Parking space $405,000 July, 2007
KCPL Copaken Building $76,040 July, 2007
White &
Blitt
KCPL Midland Land Building $96,000 September, 2010
& Cattle
KCPL Charles and Building $180,732 July, 2005
Pat Cooper
KCPL Lenexa Substation $51,728 July, 2050
Industrial land
Park
KCPL (note 1) Western Transmission $1,888,512 September, 2025
Resources, line
Inc.
KCPL (note 1) Associated Transmission $221,402 October, 2028
Electric line
Cooperative
KCPL (note 1) St. Joseph Interconnect $118,740 October, 2028
Light & service
Power
KCPL (note 1) St. Joseph Terminal $90,948 May, 2023
Light & Service
Power Substation
32
KCPL Bank of New Unit train $760,687 March, 2013
York
KCPL Bank of New Unit train $760,687 March, 2013
York
KCPL Pullman Unit train $98,922 December, 2003
KCPL Pullman Unit train $301,974 December, 2003
KCPL Pullman Unit train $744,521 December, 2003
KCPL Shawmut Bank Unit train $1,253,692 July, 2015
KCPL Shawmut Bank Unit train $1,785,257 July, 2015
KCPL CCG Trust Unit train $484,330 September, 2018
KCPL CCG Trust Unit train $484,330 September, 2018
KCPL CIT Group Unit train $310,000 April, 2004
KCPL EFG Unit train $102,461 June, 2016
KCPL Bankers Vehicles and $5,334,938 various
Lease heavy
equipment
KCPL Bankers Turbine $2,301,725 October, 2001
Trust generator
KCPL Bell & Inserter $56,065 December, 2001
Howell machine
KCPL (note 2) IBM computer $104,126 January 31,
equipment 2003
KCPL (note 2) MC Leasing computer $190,220 various
equipment
KCPL (note 2) Sun computer $203,691 various
Microsystems equipment
KCPL (note 2) Varilease computer and $324,551 various
plant
equipment
KCPL (note 2) Xerox office $231,833 various
equipment
KCPL (note 2) Diversified portable $127,097 indeterminate
Technologies demineralizer
system and
tubular ultra
filtration
system
KLT Inc. Cisco Telecommunicat $21,545 March, 2003
Systems ions equipment
KLT Inc. OPUS Office space $148,977 April 30, 2005
Northwest
R.S. Andrews note 3 Building $30,000 September, 2004
of Virginia,
Inc.
R.S. Andrews note 3 Building $41,400 month-to-month
of Wilmington,
Inc.
R.S. Andrews note 3 Computer $8,400 month-to-month
of Wilmington, equipment
Inc.
R.S. Andrews note 3 Building $66,000 October, 2014
of Stuart I,
Inc.
R.S. Andrews note 3 Building $36,500 May, 2004
of Palm Beach,
Inc.
R.S. Andrews note 3 Building $84,600 June, 2011
Enterprises,
Inc.
R.S. Andrews note 3 Building $6,000 February, 2007
Enterprises,
Inc.
33
R.S. Andrews note 3 Building $46,100 August, 2003
Enterprises,
Inc.
R.S. Andrews note 3 Vehicles $6,700 July, 2004
Enterprises,
Inc.
R.S. Andrews note 3 Forklift $5,500 June, 2005
Enterprises,
Inc.
R.S. Andrews note 3 Plumbing $28,800 January, 2002
Enterprises, equipment
Inc.
R.S. Andrews note 3 Office $85,000 January, 2004
Enterprises, equipment
Inc.
R.S. Andrews note 3 Vehicles $14,500 June, 2002
Enterprises,
Inc.
R.S. Andrews note 3 Forklift $5,900 June, 2005
Enterprises,
Inc.
R.S. Andrews note 3 Building $60,800 July, 2004
of Maryland,
Inc.
R.S. Andrews note 3 Building $66,000 month-to-month
of Tennessee,
Inc.
R.S. Andrews note 3 Building $60,996 September, 2002
of Texas, Inc.
R.S. Andrews Enterprise Vehicles $30,621 February 1,
of Stuart II, Leasing 2003
Inc.
R.S. Andrews Enterprise Vehicles $10,527 February 1,
of Wilmington, Leasing 2003
Inc.
R.S. Andrews Enterprise Vehicles $32,216 January 1, 2003
of Leasing
Chattanooga,
Inc.
R.S. Andrews Enterprise Vehicles $18,169 January 1, 2003
of Tidewater, Leasing
Inc.
R.S. Andrews Enterprise Vehicles $12,243 January 1, 2003
Enterprises of Leasing
Charleston,
Inc.
R.S. Andrews Enterprise Vehicles $48,123 February 1,
Enterprises of Leasing 2003
South
Carolina, Inc.
R.S. Andrews Enterprise Vehicles $24,549 February 1,
Enterprises of Leasing 2003
Dallas, Inc.
R.S. Andrews Enterprise Vehicles $19,269 January 1, 2003
Enterprises of Leasing
Kansas, Inc.
R.S. Andrews Peoples Backhoe $8,972 October 23,
Enterprises of National 2001
Kansas, Inc.
R.S. Andrews OFC Capital Office $57,506 February 25,
Enterprises, furniture 2004
Inc.
Digital KLT Telecom Building $75,000 April, 2005
Teleport, Inc. Inc.
34
KLT Gas Inc. Compressor Gas compressor $102,921 December, 2002
Systems,
Inc.
KLT Gas Inc. Compressor Gas compressor $205,842 December, 2002
Systems,
Inc.
KLT Gas Inc. Roughrider Gas $145,800 variable (note
Power LLC compressors 4)
Digital Sansone Building $540,000 August, 2002
Teleport, Inc.
Note 1: These agreements were described in the Reorganization U-1.
Note 2: WCNOC, as agent for the owners of Wolf Creek Generating Station,
enters into various leases of equipment on behalf of and for the benefit
of the owners. KCPL's 47% proportionate share of lease payments are shown.
Note 3: Not available to registrant.
Note 4: Represents total lease payments over the six month lease terms
(expiring in February and March, 2002) of ten leased gas compressors.
Digital Teleport, Inc., has entered into several indefeasible right to use
("IRU") agreements. To the extent IRU agreements are deemed to be within
the scope of this item, information regarding such agreements is
contained in DTI's transition report on Form 10-K for the period ended
December 31, 2000 (File No. 333-50049) and its quarterly report on Form
10-Q for the period ended September 30, 2001 (File No. 333-50049), which
are incorporated herein by reference.
SECURITIES SOLD
13. If, during the last five years, the registrant or any subsidiary
company thereof has issued, sold or exchanged, either publicly or
privately, any securities having a principal amount, par, stated or
declared value exceeding $1,000,000 or exceeding an amount equal
to 10% of the total liabilities as shown by the balance sheet of
the issuer at the time of such issue (whichever of such sums is
the lesser), give the following information with respect to
each issue or sale:
Omitted by permission of the Staff.
AGREEMENTS FOR FUTURE DISTRIBUTION OF SECURITIES
14. (a) Summarize the terms of any existing agreement to which the
registrant or any associate or affiliate company thereof
is a party or in which any such company has a beneficial
interest with respect to future distribution of securities
of the registrant or of any subsidiary:
Information with respect to GPE's Dividend Reinvestment and Direct
Stock Purchase Plan is set forth in a Post-Effective Amendment No. 2
to Form S-3 (File No. 33-51799); information with respect to its
Employee Savings Plus Plan is set forth in a Post-Effective Amendment
No. 1 to Form S-3 (File No. 333-32636); information with respect to
its Long-Term Incentive Plan is set forth in a Post-Effective
Amendment No. 1 to Form S-8 (File No. 33-45618); and
35
information with respect to its Underwriting Agreement for Medium-
Term Notes is set forth in a Post-Effective Amendment No. 4(b)
to Form 8-K dated December 18, 2000 (File No. 1-707), which
are hereby incorporated by reference;.
In addition to the above, KCPL has standard commercial paper dealer
agreements with two financial institutions related to the company's
commercial paper activities. One such agreement is dated
February 26, 1990 with First Chicago Capital Markets, Inc. (now
BankOne Capital Markets, Inc.); the other is dated
January, 1991, with Merrill Lynch Money Markets, Inc.
Information with respect to warrants issued by DTI in connection
with the issuance of its 12 1/2% Series B Senior Discount Notes due
2008 is set forth in Amendment No. 4 to Form S-4 (File No. 333-50049).
Information with respect to DTI's 2001 Stock Option Plan is set
forth in DTI's quarterly report on Form 10-Q for the period ended
September 30, 2001, and such Plan was filed as Exhibit 10.35
thereto. Information with respect to DTI's 1997 Long-Term Incentive
Award Plan is set forth in DTI's transition report on Form 10-K for
the period ended December 31, 2001, and such Plan was filed as
Exhibit 2.2 to DTI's Form S-4 (File No. 333-50049). Information
respecting a Warrant Agreement between DTI and Banque
Indosuez is set forth in DTI's annual report on Form 10-K for the
period ended June 30, 2000, and the Warrant Agreement was filed as
Exhibit 4.13 thereto. Information respecting the issuance of
200,000 restricted common shares of DTI to Gary W. Douglass,
an executive of DTI, is set forth in DTI's transition report
on Form 10-K for the period ended December 31, 2000.
(a) Describe briefly the nature of any financial interest
(other than the ownership of securities acquired as a
dealer for the purpose of resale) which any person with
whom such agreement exists, has in the registrant
or in any associate or affiliate company thereof.
The beneficiaries of the employee benefit plans referred to above
may be deemed to have a financial interest in the registrant or
affiliated companies thereof by virtue of their employment
relationship with the registrant or such other companies and
compensation, benefit and severance agreements and arrangements
relating to such employment.
Information with respect to warrants issued by DTI and beneficially
owned by KLT Telecom Inc. is set forth in Part I,
36
Item 1 DTI's transition report for the period ended December 31, 2000,
on Form 10-K (File No. 333-50049).
TWENTY LARGEST HOLDERS OF CAPITAL STOCKS
15. As of a recent date (indicating such date for each class) give the
following information with respect to the holders of each class of
stock and/or certificates of beneficial interest of the registrant:
(a) List the twenty largest holders of in accordance with the table
below:
The following table sets forth GPE's twenty largest registered
shareholders of each class of capital stock on the books as of
October 31, 2001:
Title of Shareholder Shares % of
Issue (Name and Address) Held Outstanding
GPE Common CEDEFAST 50,798,784 82.0543
Stock Bowling Green Station
PO Box 20
New York NY 10274-0020
GPE Common Meade M Bynum 40,000 0.0646
Stock 332 Sunnyside Rd
Tampa FL 33617-7249
GPE Common Ben Blackshire 32,000 0.0517
Stock 8714 Cherokee Ln
Leawood KS 66206-1657
GPE Common Hart Securities LTD 25,000 0.0404
Stock c/o Anthony Bonanno
Gibson Dunn & Crutcher
Ste 900
1050 Connecticut Ave NW
Washington DC 20036-5303
GPE Common Robert M Currie & 24,000 0.0388
Stock Lois I Currie TEN COM
RR 1 Box 34A
Schaller IA 51053-9801
GPE Common Tony B Starosta & 24,000 0.0388
Stock Cecelia Starosta JT TEN
1018 Village CT
Darien IL 60561-4134
GPE Common Charles W Bremer III 23,684 0.0383
Stock 3041 S 46th Terrace
Kansas City KS 66106-3735
37
GPE Common Ben Berz 22,000 0.0355
Stock 2317 Bent Brook Dr
Mesquite TX 75181-1745
GPE Common Doikes & Co 21,500 0.0347
Stock 221 N Grand Blvd
St Louis MO 63103-2006
GPE Common G Eugene Harrison & 21,241 0.0343
Stock Edith M Harrison TR UA
01/04/91
G Eugene Harrison & Edith
M Harrison Revocable
Trust
711 E 124th St
Kansas City MO 64146-1100
GPE Common Knob Hill Mines Inc 19,500 0.0315
Stock 1143 Crane St Suite 200
Menlo Park CA 94025-4341
GPE Common William H Holtmeyer Jr & 17,747 0.0287
Stock Cynthia C Holtmeyer JT
TEN
808 W Broadway
Brunswick MO 65236-1114
GPE Common Arthur J Doyle & 17,570 0.0284
Stock Glenda M Doyle
TR UA 08/02/91
Arthur J Doyle &
Glenda M Doyle Revocable
Trust
1201 Walnut 18th Fl
Kansas City MO 64106-2117
GPE Common Frank J Bleier Jr & 15,672 0.0253
Stock Noureen Bleier JT TEN
2420 W 71st St
Prairie Village KS 66208-
2756
GPE Common Allen Laner 15,049 0.0243
Stock TR UA 10/30/97
Allen Laner Trust
PO Box 11331
Shawnee Msn KS 66207-1031
GPE Common J Robert Miller 14,356 0.0232
Stock TR UA 06/12/89
J Robert Miller
Intervivos Trust
14 Antigua LN
Hot Springs Village AR
71909-5419
38
GPE Common Peggy L Reiff TR 14,012 0.0226
Stock TRUA 03/21/98
Peggy L Reiff Revocable
Trust
412 NW 40th ST
Kansas City MO 64116-1712
GPE Common Warren E Keller & 13,932 0.0225
Stock Shirley A Keller JT TEN
5122 SW Pelican Pt
Lees Summit MO 64082-4539
GPE Common Thomas Gallinelli Jr & 13,000 0.0210
Stock Maude Gallinelli
JT TEN
603 Ferry St
Marshfield MA 02050-2514
GPE Common William P Shelton & 12,546 0.0203
Stock Marian K Shelton JT TEN
1214 Wissmann
Manchester MO 63011-4363
3.80% CEDEFAST 83,553 83.5530
Cumulative Bowling Green Station
Preferred PO Box 20
Stock New York NY 10274-0020
3.80% Samuel L Dibble & 400 0.4
Cumulative Dorothy Dibble TR UA
Preferred 07/06/72
Stock Samuel L Dibble &
Dorothy Dibble Trust
32086 W Camino Dr
Wickenburg AZ 85390-1222
3.80% Maria Luisa Ferriday 200 0.2
Cumulative 2801 New Mexico Ave Apt
Preferred 917
Stock Washington DC 20007-3937
3.80% Rolf E Hansen 300 0.3
Cumulative TR UA 11/04/97
Preferred Rolf E Hansen Trust
Stock 5101 N A1A #109
Vero Beach FL 32963-1172
3.80% John M Glass 300 0.3
Cumulative TR UA 02/12/88
Preferred John M Glass Revocable
Stock Trust
4165 50th Ave S
St Petersburg FL 33711-
4729
3.80% Jesse U Johnson 500 0.5
Cumulative 9818 Crestwick Dr
Preferred St Louis MO 63128
Stock
39
3.80% William J Kent 200 0.2
Cumulative 11 Georgian Ln Apt 2
Preferred Williamsville NY 14221-
Stock 2176
3.80% Eric King 250 0.25
Cumulative PO Box 4297
Preferred Berkeley CA 94704-0297
Stock
3.80% Albert M Kisshauer 200 0.2
Cumulative 2050 Glen Cove
Preferred Walled Lake MI 48390
Stock
3.80% Thelma I Leeper & Paul M 390 0.39
Cumulative Leeper & Bernetta M Gach
Preferred & Helen Ryan JT TEN
Stock c/o Paul M Leeper
211 E Raintree Ln
Goldsboro NC 27534-8220
3.80% Long Crest Farms Inc 200 0.2
Cumulative c/o Cyrus Churchill
Preferred 1610 5th Ave
Stock Moline IL 61265-7909
3.80% John W McCabe & 700 0.7
Cumulative Marie J McCabe JT TEN
Preferred 84 Westport Dr
Stock Whiting NJ 08759-2331
3.80% Pearl H Nethery 300 0.3
Cumulative 116 Fairview Ave
Preferred Bremen GA 30110-2212
Stock
3.80% Paul Porter 580 0.58
Cumulative 4475C S Powerline Rd
Preferred Melba ID 83641
Stock
3.80% Robert J Smith & 300 0.3
Cumulative Margaret K Smith JT TEN
Preferred 25165 Hazelwood Rd
Stock Lake Holcombe WI 54745
3.80% Delores A Stewart & 300 0.3
Cumulative William A Boosman &
Preferred Mitchel K Boosman &
Stock Dana J Mullin JT TEN
c/o Mitchell K Boosman
7345 Belleview Ave
Kansas City MO 64114-1219
3.80% Gary C Stubbs 610 0.61
Cumulative 11106 W 120th St
Preferred Overland Park KS 66213-
Stock 2044
40
3.80% Blanche E Tillman 420 0.42
Cumulative Box 521
Preferred Linden MI 48451-0521
Stock
3.80% Jannell A Tillman 270 0.27
Cumulative 6073 Byram Lake Dr
Preferred PO Box 521
Stock Linden MI 48451-8784
3.80% Charles A Wanner 400 0.4
Cumulative 6604 S Williams CR E
Preferred Littleton CO 80121-2737
Stock
4.50% CEDEFAST 82,869 82.869
Cumulative Bowling Green Station
Preferred PO Box 20
Stock New York NY 10274-0020
4.50% Sentinel Security Life 1,400 1.4
Cumulative Insurance Co
Preferred Box 65478
Stock Salt Lake City UT 84165-
0478
4.50% Wes Mor Drilling Inc 1,200 1.2
Cumulative Box 1269
Preferred Graham TX 76450-1269
Stock
4.50% Mary Ann Molner 1,000 1
Cumulative 12101 W 100 Terrace
Preferred Lenexa KS 66215-1956
Stock
4.50% Barbara F Lofquist 800 0.8
Cumulative 2126 Clarkson Dr
Preferred Colorado Springs CO 80909-
Stock 2024
4.50% Gary L Golobay 600 0.6
Cumulative 3650 N Woodlawn St Apt
Preferred 431
Stock Wichita KS 67220-2216
4.50% Ronald D Stephens 600 0.6
Cumulative Box 1269
Preferred Graham TX 76450-1269
Stock
4.50% Ada E Humphrey 550 0.55
Cumulative 1923 Cashman Ct
Preferred Peoria IL 61604
Stock
4.50% Delores A Stewart & 470 0.47
Cumulative William A Boosman &
Preferred Mitchel K Boosman &
Stock Dana J Mullin JT TEN
c/o Mitchell K Boosman
7345 Belleview Ave
Kansas City MO 64114-1219
41
4.50% Benno M Wallach 450 0.45
Cumulative PO Box 833
Preferred Seabrook TX 77586-0833
Stock
4.50% Madeline H Wallach 450 0.45
Cumulative PO Box 833
Preferred Seabrook TX 77586-0833
Stock
4.50% Jack O Hughes & Leta J 425 0.425
Cumulative Hughes
Preferred TR UA 12/06/93 Jack O
Stock Hughes &
Leta J Hughes Living
Trust
10406 E 35th St S
Independence MO 64052-
2629
4.50% Florence M Mariska 400 0.4
Cumulative 2100 Pine Gate Way
Preferred White City OR 97503-9558
Stock
4.50% William L Ludlow 300 0.3
Cumulative 128 Donner Ave NW
Preferred North Canton OH 44720-
Stock 2704
4.50% William Alden Parker & 300 0.3
Cumulative Madalyn
Preferred Florence Parker TR UA
Stock 09/23/86
Parker Living Trust
16331 Niantic Cr
Huntington Beach CA 92649-
2141
4.50% Martha L Anderson 200 0.2
Cumulative 290 W Filer Ave #4
Preferred Twin Falls ID 83301
Stock
4.50% Cathleen P Bolinger & 200 0.2
Cumulative Sheila Anne Bolinger JT
Preferred TEN
Stock 1805 Rattan Palm
Niceville FL 32578-3526
4.50% Kenneth D Clark 200 0.2
Cumulative 567 Obrien Dr
Preferred Cheboygan MI 49721-2035
Stock
4.50% Pierre A Deitsch & 200 0.2
Cumulative Naida J Deitsch JT TEN
Preferred 1218 E Racine St
Stock Bellingham WA 98226-2110
4.50% Grace Lutheran Church 200 0.2
Cumulative Endowment
Preferred Fund
Stock ATTN Treasurer
1425 Ferguson Ave
Saint Louis MO 63133-1719
42
4.20% CEDEFAST 65,735 93.9071
Cumulative PO Box 20
Preferred Bowling Green Station
Stock New York NY 10274-0020
4.20% 67th Road Construction 300 0.4286
Cumulative Corp
Preferred 9525 Queens Blvd Rm 724
Stock Rego Park NY 11374-4511
4.20% Reed P Byers 300 0.4286
Cumulative TR UA 11/12/80
Preferred Harriet B Collins Trust
Stock 5616 N Antioch
Kansas City MO 64119-2303
4.20% Joseph Callahan & 300 0.4286
Cumulative Florence S Callahan JT
Preferred TEN
Stock 500 Vassar Dr
Neward DE 19711-3165
4.20% Carlton Development Corp 300 0.4286
Cumulative 9525 Queens Blvd Rm 724
Preferred Rego Park NY 11374-4511
Stock
4.20% Princeton Construction 300 0.4286
Cumulative Corp
Preferred 9525 Queens Blvd
Stock Rego Park NY 11374-4511
4.20% Marie E Twiehaus 270 0.3857
Cumulative 30630 Vernon Dr
Preferred Birmingham MI 48025-4945
Stock
4.20% Stanley E Mallen 200 0.2857
Cumulative TR UA 11/19/85
Preferred FBO Stanley E Mallen
Stock 8307 D Sand Wedge Cr
Bayonet Point FL 34667-
2151
4.20% Charles E Meredith II & 195 0.2786
Cumulative Barbara R Meredith TEN
Preferred COM
Stock 225 Kiowa Pl
Boulder CO 80303-3628
4.20% Audrey M Watkins 150 0.2143
Cumulative TR UA 07/11/91
Preferred Audrey M Watkins Trust
Stock 800 N Woodland Dr
Kansas City MO 64118-5137
4.20% Citbanco 125 0.1786
Cumulative c/o Citizen First
Preferred National Bank
Stock Box 1227
Attn Trust Officer
Storm Lake IA 50588-1227
43
4.20% Irene E Brown 100 0.1429
Cumulative 1520 N Washington
Preferred Tacoma WA 98406-5719
Stock
4.20% Lincoln Finance Corp 100 0.1429
Cumulative 634 Norwest Midland Bldg
Preferred Minneapolis MN 55401
Stock
4.20% Wyman D Massin & 100 0.1429
Cumulative Mabel S Massin JT TEN
Preferred 5531 Yarwell
Stock Houston TX 77096-4011
4.20% Eugene F Mayernick 100 0.1429
Cumulative TR UA 08/13/91
Preferred Elizabeth J Mayernick
Stock Trust
612 Denbigh Green
Wales WI 53183-9773
4.20% Charles C Minx & 100 0.1429
Cumulative Maryann S Minx JT TEN
Preferred 10917 Cherry
Stock Kansas City MO 64131-4013
4.20% Ned L Redder 100 0.1429
Cumulative 3385 Carlin Dr
Preferred Dayton OH 45449-2729
Stock
4.20% Shirley M Shearer & 100 0.1429
Cumulative Leanne Erker &
Preferred James Shearer &
Stock Barbara Westman JT TEN
68 Cree Point Dr
Mankato MN 56001-4855
4.20% Steel & Wolfe Funeral 100 0.1429
Cumulative Home Inc
Preferred Attn Harold E Wolfe
Stock 3721 Main St
Weirton WV 26062-5309
4.20% W F Coen and Co 100 0.1429
Cumulative 4809 Roanoke Pkwy
Preferred Kansas City MO 64112-1853
Stock
4.35% CEDEFAST 111,127 92.6058
Cumulative Bowling Green Station
Preferred PO Box 20
Stock New York NY 10274-0020
4.35% Elizabeth B Perrault 1,000 0.8333
Cumulative TR UW Magdalena
Preferred Brandenberg
Stock 3196 Old Post Rd
Fallbrook CA 92028-9398
44
4.35% Charles R Bess & 560 0.4667
Cumulative Betty M Bess
Preferred JT TEN
Stock 7300 Whitehaven Dr
Saint Louis MO 63123-2036
4.35% Janette D Claridge & 400 0.3333
Cumulative Thomas Claridge & Don
Preferred Claridge
Stock TR UA 11/20/97
Claridge Family Trust
7419 Red Oak Lane
Charlotte NC 28226-7203
4.35% Robert L Little & 400 0.3333
Cumulative Carol J Little
Preferred JT TEN
Stock 10229 Nieman Rd
Overland Park KS 66214-
2611
4.35% Minerva K Schiermeier 400 0.3333
Cumulative CUST
Preferred Shane Schiermeier
Stock Ark UTMA
1027 Swan Dr Apt 10
Bartlesville OK 74006-
5047
4.35% Loie W Seacat 400 0.3333
Cumulative 909 Red Oak Dr
Preferred Pittsburgh PA 15238-1310
Stock
4.35% Evelyn J Hancock & 250 0.2083
Cumulative Lewis F Hancock JT TEN
Preferred 2817 Dwayne Drive
Stock Jefferson City MO 65109-
0524
4.35% Joann F Kontor & 250 0.2083
Cumulative Kenneth W Kontor JT TEN
Preferred 4210 S 78th St
Stock Lincoln NE 68506-5915
4.35% Tomas Chen 200 0.1667
Cumulative 2157 NW 87th Terrace
Preferred Coral Springs FL 33071-
Stock 6120
4.35% Jerome B Herman CUST 200 0.1667
Cumulative James F Herman
Preferred Nev UTMA
Stock 2738 E 2400 N Apt 4
Twin Falls ID 83301-0722
4.35% Jack O Hughes & Leta J 200 0.1667
Cumulative Hughes
Preferred TR UA 12/06/93 Jack O
Stock Hughes &
Leta J Hughes Living
Trust
10406 E 35th St
Independence MO 64052-
2629
45
4.35% Cornell Mann & 200 0.1667
Cumulative Jeanne E Mann
Preferred TR UA 01/16/98
Stock The Mann Family Trust
4514 SE 20th Ave
Cape Coral FL 33904-8708
4.35% Dolores G Pharo 200 0.1667
Cumulative 176 Butztown Rd
Preferred Bethlehem PA 18020-9632
Stock
4.35% Donald N Pharo & 200 0.1667
Cumulative Dolores G. Pharo JT TEN
Preferred 176 Butztown Rd
Stock Bethlehem PA 18020-9632
4.35% Minerva K Schiermeier 200 0.1667
Cumulative CUST
Preferred Clayton Schiermeier
Stock Ark UTMA
1027 Swan Dr Apt 10
Bartlesville OK 74006-
5047
4.35% Delores A Stewart & 200 0.1667
Cumulative William A Boosman &
Preferred Mitchel K Boosman &
Stock Dana J Mullin JT TEN
c/o Mitchell K Boosman
7345 Belleview Ave
Kansas City MO 64114-1219
4.35% Margaret A Tolbert 200 0.1667
Cumulative 11515 Oakwood Dr
Preferred Austin TX 78753-2728
Stock
4.35% Wanda I Trott & 200 0.1667
Cumulative Garret Trott JT TEN
Preferred 807 Country Club Dr SE
Stock Apt 1E
Rio Rancho NM 87124-5810
4.35% Wes Mor Drilling Inc 200 0.1667
Cumulative PO Box 1269
Preferred Graham TX 76450-1269
Stock
(b) Number of shareholders of record each holding 1,000
shares or more, and aggregate number of shares so held:
At October 31, 2001, there were 3,067 shareholders holding
1,000 shares or more of GPE common stock. The aggregate number
of shares held by these shareholders was 57,187,503.
At October 31, 2001, there was 1 shareholder holding 1,000 shares
or more of GPE 3.80% cumulative preferred stock. The
46
aggregate number of shares held by this shareholder was 83,553.
At October 31, 2001, there were 4 shareholders holding 1,000
shares or more of GPE 4.50% cumulative preferred stock. The
aggregate number of shares held by these shareholders was 86,469.
At October 31, 2001, there was 1 shareholder holding 1,000 shares
or more of GPE 4.20% cumulative preferred stock. The aggregate
number of shares held by this shareholder was 65,735.
At October 31, 2001, there was 1 shareholder holding 1,000 shares
or more of GPE 4.35% cumulative preferred stock. The aggregate
number of shares held by this shareholder was 111,127.
(c) Number of shareholders of record each holding less than
1,000 shares, and the aggregate number of shares so held:
At October 31, 2001, there were 15,473 shareholders holding less
than 1,000 shares or more of GPE common stock. The aggregate
number of shares held by these shareholders was 4,721,222.
At October 31, 2001, there were 131 shareholders holding less
than 1,000 shares or more of GPE 3.80% cumulative preferred
stock. The aggregate number of shares held by these shareholders
was 16,447.
At October 31, 2001, there were 115 shareholders holding less
than 1,000 shares or more of GPE 4.50% cumulative preferred stock
The aggregate number of shares held by these shareholders was
13,531.
At October 31, 2001, there were 42 shareholders holding less than
1,000 shares or more of GPE 4.20% cumulative preferred stock.
The aggregate number of shares held by these shareholders was
4,265.
At October 31, 2001, there were 54 shareholders holding less
than 1,000 shares or more of GPE 4.35% cumulative preferred
stock. The aggregate number of shares held by these
shareholders was 8,873.
47
OFFICERS, DIRECTORS AND EMPLOYEES
16. (a) Positions and Compensation of Officers and Directors. Give name
and address of each director and officer (including any person who
performs similar functions) of the registrant, of each subsidiary
company thereof, and of each mutual service company which is a
member of the same holding company system. Opposite the name of
each such individual, give the title of every such position held
by him and briefly describe each other employment of such
individual by each such company.
State the present rate of compensation on an annual basis for each
director whose aggregate compensation from all such companies
exceeds $1,000 per year, and of each officer whose aggregate
compensation from such companies is at the rate of $20,000 or
more per year. In the event any officer devotes only part of his
time to a company or companies in the system, this fact should
be indicated by appropriate footnote. Such compensation for such
part time should be computed on an annual rate, and if such
annual rate exceeds $20,000, the actual compensation, as well
as annual rate, should also be reported.
(b) Compensation of Certain Employees. As to regular employees of such
companies who are not directors or officers of any one of them, list
the name, address and aggregate annual rate of compensation of all
those who receive $20,000 or more per year from all such companies.
(b) Indebtedness to System Companies. As to every such director,
trustee or officer as aforesaid, who is indebted to any one of
such companies, or on whose behalf any such company has now
outstanding and effective any obligation to assume or guarantee
payment of any indebtedness to another, and whose total direct
and contingent liability to such company exceeds the sum of
$1,000, give the name of such director, trustee, or officer,
the name of such company and describe briefly the nature and
amount of such direct and contingent obligations.
(c) Contracts. If any such director, trustee, or officer as aforesaid:
48
(1) Has an existing contract with any such company (exclusive of
an employment contract which provides for no compensation
other than that set forth in paragraph (a) of this Item); or,
(2) either individually or together with the members of his
immediate family, owns, directly or indirectly, 5% or more of
the voting securities of any third person with whom any such
company has an existing contract; or
(3) has any other beneficial interest in an existing contract to
which any such company is a party; describe briefly the nature
of such contract, the names of the parties thereto, the terms
thereof and the interest of such officer,trustee, or director
therein.
By permission of the Staff of the Commission, information required to be
disclosed pursuant to Items 16(a) through 16(d) is not set forth herein. In
lieu thereof, information with respect thereof is set forth in KCPL's
Definitive Proxy Statement for 2001 Annual Meeting (File No. 001-00707), and
such information is hereby incorporated by reference.
(d) Banking Connections. If any such director, trustee or officer is an
executive officer, director, partner, appointee or representative of
any bank, trust company, investment banker, or banking association
or firm, or of any corporation a majority of whose stock having the
unrestricted right to vote for the election of directors, is owned
by any bank, trust company, investment banker, or banking
association or firm, state the name of such director or officer,
describe briefly such other positions held by him and indicate
which of the rules under Section 17(c) authorizes the registrant
and subsidiary companies of which he is a director or officer to
retain him in such capacity.
Dr. David L. Bodde is a director of GPE, KCPL, Great Plains Power Incorporated
and KLT Inc. Dr. Bodde is also a Trustee on the Board of Trustees of The
Commerce Funds. Such director positions are authorized by Rules 70(b) and (d)
Mr. Robert H. West is a director of GPE, KCPL and Great Plains Power
Incorporated. Mr. West is also a director of Commerce
49
Bancshares, Inc., a registered bank holding company. Such director positions
are authorized by Rules 70(a) and (c).
Mr. Mark A. Ernst is a director of GPE, KCPL and Great Plains Power
Incorporated. Mr. Ernst is also a director, President and Chief Executive
Officer of H&R Block, Inc., and a director of H&R Block Financial Investors,
Inc. GPE is in the process of determining whether such person is within the
scope of Section 17(c) and Rule 70, and in the interim makes this disclosure.
Mr. William C. Nelson is a director of GPE, KCPL and Great Plains Power
Incorporated. Mr. Nelson holds the position of Chairman, George K. Baum
Asset Management with George K. Baum Holdings, Inc. GPE is in the process
of determining whether such person is within the scope of Section 17(c) and
Rule 70, and in the interim makes this disclosure.
INTERESTS OF TRUSTEES IN SYSTEM COMPANIES
17. Describe briefly the nature of any substantial interest which trustee
under indentures executed in connection with any outstanding issue of
securities of the registrant or any subsidiary thereof, has in either
the registrant or such subsidiary, and any claim which any such trustee
may have against registrant or any subsidiary; provided, however, that
it shall not be necessary to include in such description any evidences
of indebtedness owned by such trustee which were issued pursuant to
such an indenture.
To the knowledge of the registrant, none.
18. As to each service, sales or construction contract (as defined in
paragraphs (19) to (21) of Section 2(a) of the Act) which the
registrant and any subsidiary company thereof has had in effect within
the last three months, describe briefly the nature of such contract,
the name and address of the parties thereto, the dates of execution
and expiration,and the compensation to be paid thereunder. Attach
typical forms of any such contracts as an exhibit to this registration
statement. If the other party to any such contract is a mutual service
company or a subsidiary service company which is a member of the same
holding company system as the registrant and as to which the
Commission has made a favorable finding in accordance with Rule
13-22, specific reference may be made to the application or
declaration filed by such company pursuant to Rule 13-22
and no further details need be given as to such contracts.
(i) KCPL provides services to KLT Inc. and several of its first-tier
subsidiaries (KLT Telecom Inc., KLT Investments Inc., KLT Gas Inc. and KLT
Energy Services Inc.) pursuant to Service and Procurement Agreements.
These agreements cover goods and services
50
for the internal administrative and general use and purposes of the recipient
company, and which are billed at cost. The agreements have one-year terms,
automatically renewable unless notice is given by either party thirty days'
prior to the expiration of the current period. The respective execution dates
of the Service and Procurement Agreement and amendment with each recipient are:
KLT Inc., February 18, 1993 and March 31, 1999; KLT Energy Services Inc.,
February 18, 1993 and March 31, 1999; KLT Gas Inc., June 24, 1994 and March 31,
1999; KLT Investments Inc., June 30, 1995 and March 31, 1999; and KLT Telecom
Inc., June 30, 1995 and March 31, 1999.
The Service and Procurement Agreement and amendment between KCPL and KLT Inc.
are attached as Exhibits H-1 and H-2 as the typical forms of such agreements.
(ii) KCPL provides certain information technology maintenance and support
services to KLT Inc. pursuant to a Service Level Arrangement, dated August 6,
2001. These services are billed at cost, with a term ending July 31, 2002.
(iii) WCNOC operates, maintains, repairs and will eventually
decommission Wolf Creek Generating Station, solely as agents for the owners of
the Station, including KCPL. The owners of Wolf Creek Generating Station, in
turn, provide certain services to WCNOC. This agency relationship and the
provision of services by the owners are pursuant to the following contracts:
Wolf Creek Generating Station Operating Agreement among Kansas Gas and Electric
Company, Kansas City Power & Light Company, Kansas Electric Power Cooperative,
Inc. and Wolf Creek Nuclear Operating Corporation, dated as of April 15, 1986;
Wolf Creek General Support Service Agreement among Kansas Gas and Electric
Company, Kansas City Power & Light Company and Kansas Electric Power
Cooperative, Inc., dated as of January 1, 1987; Emergency Plan Support Services
Agreement among Kansas Gas and Electric Company, Kansas City Power & Light
Company, Kansas Electric Power Cooperative, Inc. and Wolf Creek Nuclear
Operating Corporation, dated as of January 1, 1987; and Service Reciprocity
Agreement among Kansas Gas and Electric Company, Kansas City Power & Light
Company and Wolf Creek Nuclear Operating Company, dated as of June 20, 1986.
WCNOC has no revenue or income and all of its assets are owned by the owners of
the Station. WCNOC classifies in its financial statements the payables,
expenses and receipts incurred by WCNOC as if such items had been incurred by
the owners.
(iv) As disclosed in Item 12, KLT Telecom Inc., as successor in interest,
leases a portion of a building to Digital Teleport, Inc.
51
(v) KCPL and KLT Telecom Inc. entered into a License Agreement dated as
of June 14, 1996, granting KLT Telecom Inc. the right to place fiber optic
cable, repeaters and associated equipment on KCPL's poles, ducts, conduits,
manholes and rights of way. Charges for the placement of such facilities are
pursuant to the Federal Communications Commission's rules, and other services
performed by KCPL under the License Agreement are based on KCPL's fully loaded
costs, including a multiplier of 1.15 on fully loaded labor costs. In partial
consideration of the License Agreement, KLT Telecom Inc. assigned to KCPL its
right, title and interest in an IRU Agreement with Digital Teleport, Inc.,
dated as of April 30, 1996. KLT Telecom Inc.'s interest in the License
Agreement was subsequently assigned to Digital Teleport, Inc.
(vi) As authorized by the Commission (HCAR 27436), KCPL and the non-utility
subsidiaries of GPE provide support services on an interim basis, and as well
may sell goods, to each other and to GPE consistent with current practice (as
well as services and goods of a substantially similar nature). Such contracts
are oral or implied in nature.
LITIGATION
19. Describe briefly any existing litigation of the following descriptions, to
which the registrant or any subsidiary company thereof is a party, or of
which the property of the registrant or any such subsidiary company is the
subject, including the names of the parties and the court in which such
litigation is pending:
(1) Proceedings to enforce or to restrain enforcement of any order of a
State commission or other governmental agency;
(2) Proceedings involving any franchise claimed by any such company;
(3) Proceedings between any such company and any holder, in his capacity
as such, of any funded indebtedness or capital stock issued, or
guaranteed by such company, or between any such company and any
officer thereof;
(4) Proceedings in which any such company sues in its capacity as
owner of capital stock or funded indebtedness issued or
guaranteed by any other company;
52
(5) Each other proceeding in which the matter in controversy, exclusive
of interest and costs, exceeds an amount equal to 2% of the debit
accounts shown on the most recent balance sheet of such company.
By permission of the Staff of the Commission, information required to be
disclosed pursuant to Items 19(1) through 19(5) is not set forth herein. In
lieu thereof, information with respect thereof is set forth in (i) Part I, Items
1 and 3 of KCPL's annual report filed on Form 10-K for the year ended December
31, 2000(File No. 1-707), (ii) the quarterly report of KCPL filed on Form 10-Q
for the quarterly period ended September 30, 2001 (File No. 1-707); (iii) the
transition report of DTI filed on Form 10-K for the period ended December 31,
2000 (File No. 333-50049); and (iv) the quarterly report of DTI filed on Form
10-Q for the quarterly period ended September 30, 2001 (File No. 333-50049),
and such information is hereby incorporated by reference.
EXHIBITS
Submit the following exhibits as a part of the registration statement.
EXHIBIT A. Furnish a corporate chart showing graphically relationships existing
between the registrant and all subsidiary companies thereof as of the same date
as the information furnished in the answer to Item 8. The chart should show the
percentage of each class of voting securities of each subsidiary owned by the
registrant and by each subsidiary company.
A corporate chart of registrant and all subsidiary companies is filed as Exhibit
A-1 under cover of Form SE.
EXHIBIT B. With respect to the registrant and each subsidiary company thereof,
furnish a copy of the charter, articles of incorporation, trust agreement,
voting trust agreement, or other fundamental document of organization, and a
copy of its by-laws, rules and regulations, or other instruments corresponding
thereto. If such documents do not set forth fully the rights, priorities and
preferences of the holders of each class of capital stock described in the
answer to Item 8(b) and those of the holders of any warrants, options or other
securities described in the answer to Item 8(d), and of any limitations on such
rights, there shall also be included the text appearing on each certificate or
a copy of each resolution or other document establishing or defining such
rights and limitations. The text of each such document shall be in the amended
form effective at the date of filing the registration
53
statement or shall be accompanied by copies of any amendments to it then in
effect.
Omitted by permission of the Staff.
EXHIBIT C.
(a) With respect to each class of funded debt shown in the answers to
Items 8(a) and 8(c), submit a copy of the indenture or other
fundamental document defining the rights of the holders of such
security, and a copy of each contract or other instrument evidencing
the liability of the registrant or a subsidiary company thereof as
endorser or guarantor of such security. Include a copy of each
amendment of such document and of each supplemental agreement,
executed in connection therewith. If there have been any changes of
trustees thereunder, such changes, unless otherwise shown,
should be indicated by notes on the appropriate documents. No
such indenture or other document need be filed in
connection with any such issue if the total amount of securities
that are now, or may at any time hereafter, be issued and outstanding
thereunder does not exceed either $1,000,000 or an amount equal to 10%
of the total of the debit accounts shown on the most recent balance
sheet of the registrant or subsidiary company which issued or
guaranteed such securities or which is the owner of property subject
to the lien of such securities, whichever of said sums is the lesser.
Omitted by permission of the Staff.
(b) As to each outstanding and uncompleted contract or agreement entered
into by registrant or any subsidiary company thereof relating to the
acquisition of any securities, utility assets (as defined in Section
2(a)(18) of the Act), or any other interest in any business, submit
a copy of such contract or agreement and submit details of any
supplementary understandings or arrangements that will assist in
securing an understanding of such transactions.
Omitted by permission of the Staff.
EXHIBIT D. A consolidating statement of income and surplus of the
registrant and its subsidiary companies for its last fiscal year ending prior
to the date of filing this registration statement,
54
together with a consolidating balance sheet of the registrant and its
subsidiary companies as of the close of such fiscal year.
Omitted by permission of the Staff. In lieu thereof, the financial information
to be provided in GPE's annual report for the year ended December 31, 2001, on
Form U5S shall be for the period of January 1, 2001 through December 31, 2001.
EXHIBIT E. For each public utility company and natural gas producing and pipe
line property in the holding company system of the registrant, furnish the
following maps (properties of associate companies operating in contiguous or
nearby areas may be shown on the same map, provided property and service areas
of each company are shown distinctively); provided that all maps shall be filed
in paper under cover of Form SE (Section 259.603) if submitted by an electronic
filer.
(1) Map showing service area in which electric service is furnished,
indicating the names of the companies serving contiguous areas;
(2) Electric system map showing location of electric property (exclusive
of local distribution lines) owned and/or operated, and information
as follows:
(a) Generating plants - kind and capacity;
(b) Transmission lines - voltage, number of circuits,
kind of supports, kind and size of conductors;
(c) Transmission substations - capacity;
(d) Distribution substations - capacity;
(e) Points of interconnection with all other electric
utility companies and with all electrical
enterprises operated by municipal or governmental
agencies, giving names of such companies and
enterprises;
(3) Map showing service area in which gas service is furnished,
indicating the names of companies serving contiguous areas;
(4) Gas system map showing location of gas property (exclusive of low
pressure local distribution lines) owned and/or operated, and
information as follows:
(a) Generating plants - kind and daily capacity;
(b) Holders - kind and capacity;
(c) Compressor stations - capacity in horsepower;
55
(d) Transmission pipe lines - size, approximate average
transmission pressure and the estimated daily
delivery capacity of the system;
(e) Points of interconnection with all other private
and public gas utilities, pipe lines or producing
enterprises, giving names of such companies and
other enterprises;
(f) General location and outline of gas producing and
reserve areas, and diagrammatic location of
gathering lines.
Maps containing the information required by items (1) and (2) are filed as
Exhibits E-1 and E-2 under cover of Form SE. GPE has no gas utility companies.
EXHIBIT F. Furnish an accurate copy of each annual report for the last fiscal
year ending prior to the date of the filing of this registration statement,
which the registrant and each subsidiary company thereof has previously
submitted to its stockholders. For companies for which no reports are submitted
the reason for omission should be indicated; provided that electronic filers
shall submit such reports in paper format only under cover of Form SE (Section
259.603).
KCPL's 2000 Annual Report to Shareholders has been provided as Exhibit F-1 under
cover of Form SE. KCPL's annual report for the year ended December 31, 2000, on
Form 10-K (File No. 1-707), DTI's annual report for the year ended June 30,
2000, on Form 10-K (File No. 333-50049), and DTI's transition report for the
period ended December 31, 2000, on Form 10-K (File No. 333-50049) are each
incorporated by reference herein.
EXHIBIT G. Furnish a copy of each annual report which the registrant and
each public utility subsidiary company thereof shall have filed with any
State commission having jurisdiction to regulate public utility companies
for the last fiscal year ending prior to the date of filing this
registration statement. If any such company shall have filed similar
reports with more than one such State commission, the registrant need
file a copy of only one of such reports provided that notation is made
of such fact, giving the names of the different commissions with which
such report was filed, and setting forth any differences between the copy
submitted and the copies filed with such other commissions. In the event
any company submits an annual report to the Federal Power Commission but
not to a State commission, a copy of such report should be furnished. In
the case of a registrant or any public utility subsidiary company for
which no report is appended,
56
the reasons for such omission should be indicated such as "No such reports
required or filed;" provided that electronic filers shall submit such reports
in paper format only under cover of Form SE (Section 259.603).
The Annual Report of KCPL on FERC Form No.1 for the year ended December 31,
2000, has been provided as Exhibit G-1 under cover of Form SE.
The Electric Kansas Supplemental 2000 Annual Report of KCPL to the State
Corporation Commission of Kansas has been filed as Exhibit G-2 under cover of
Form SE.
While WCNOC is not a public utility company for purposes of the Act, the Kansas
Corporation Commission deems WCNOC to be an electric public utility under Kansas
state law and thus requires WCNOC to file an annual report. The Electric
Utility Annual Report of WCNOC to the State Corporation Commission of Kansas for
the year ending December 31, 2000 has been filed as Exhibit G-3 under cover of
Form SE.
EXHIBIT H. Typical forms of service, sales or construction contracts described
in answer to Item 18.
The form of Service and Procurement Agreement and amendment thereto, are
attached as Exhibits H-1 and H-2, respectively.
This registration statement comprises:
(a) Pages numbered 1 to 65, consecutively.
(b) The following Exhibits: the Exhibits shown on the attached
exhibit index.
[signature page follows]
57
S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding Company Act of 1935,
the registrant has caused this registration statement to be duly signed on its
behalf in the City of Kansas City and State of Missouri, on the 27th day of
December, 2001.
(SEAL)
GREAT PLAINS ENERGY INCORPORATED
(Name of Registrant)
By: /s/Andrea F. Bielsker
Andrea F. Bielsker
Vice President - Finance, Chief Financial Officer and
Treasurer
Attest:
By: /s/ Jeanie Sell Latz
Jeanie Sell Latz
Corporate Secretary
V E R I F I C A T I O N
State of Missouri )
) ss.
County of Clay )
The undersigned, being duly sworn deposes and says that he has duly executed
the attached registration statement dated December 27, 2001, for and on behalf
of Great Plains Energy Incorporated, that she is the Vice President - Finance,
Chief Financial Officer and Treasurer of such company and that all action by
stockholders, directors, and other bodies necessary to authorize deponent to
execute and file such instrument has been taken. Deponent further says that
she is familiar with such instrument and the contents
58
thereof, and that the facts therein set forth are true to the best of her
knowledge, information and belief.
By: /s/Andrea F. Bielsker
Andrea F. Bielsker
Vice President - Finance, Chief Financial Officer and Treasurer
Subscribed and sworn to before me, a notary public this 27th day of
December, 2001.
(OFFICIAL SEAL)
/s/Carol Sivils
Notary Public
My commission expires: June 15, 2003
59
INDEX OF EXHIBITS
Exhibit No. Description
A-1 Corporate chart of GPE (filed herewith on Form SE)
E-1 Map of Electric Territory served by KCPL (filed
herewith on Form SE)
E-2 Map of metropolitan Electric Territory served by KCPL
(filed herewith on Form SE)
F-1 KCPL's 2000 Annual Report to Shareholders (filed
herewith on Form SE)
G-1 Annual Report of KCPL on FERC Form No. 1 for the year
ended December 31, 2000 (filed herewith on Form SE)
G-2 Electric Kansas Supplemental 2000 Annual Report of
KCPL to the State Corporation Commission of Kansas
(filed herewith on Form SE)
G-3 Electric Utility Annual Report of WCNOC to the State
Corporation Commission of Kansas for the year ending
December 31, 2000 (filed herewith on Form SE)
H-1 Form of Service and Procurement Agreement
H-2 Form of Amendment to Service and Procurement
Agreement
60
Exhibit H-1
SERVICE AND PROCUREMENT AGREEMENT
This Service and Procurement Agreement (Agreement) is
made and entered into as of this 18 day of February, 1993,
by and between Kansas City Power & Light Company (KCPL) and
KLT, Inc. (KLT).
WITNESSETH:
Whereas, KLT is a subsidiary of KCPL, and will be
engaged in various non-utility business activities, and
Whereas, KLT may from time to time require for its
internal use and purposes goods and services which KCPL is
able to supply, and
Whereas, the parties wish to enter into a continuing
agreement providing for the rendering of certain goods and
services by KCPL to KLT.
NOW, THEREFORE, the parties agree as follows:
1. GOODS AND SERVICES. This Agreement covers only
goods and services for KLT's own internal administrative and
general use and purposes. Examples of these goods and
services include (but are not limited to): bookkeeping and
other accounting services; clerical services; legal
services; financial services; office equipment; telephone
equipment and services; and office supplies. Engineering
services are specifically EXCLUDED from the scope of this
agreement. KLT agrees to not incorporate or include any of
these KCPL-provided goods and services in any goods or
services provided by KLT to any third party.
KLT may, from time to time, request in writing (Request)
from KCPL certain goods and services for its internal use
and purposes. KCPL may, but has no obligation to, agree to
provide such goods and services in accordance with the terms
of this Agreement and the associated Request.
2. REQUEST. Each Request accepted by KCPL shall be
incorporated into and form and part of this Agreement. If
there is a conflict between this Agreement and any Request,
the terms of the Request shall govern the provision of
services and goods involved. Each Request shall contain
such information concerning the services to be performed or
goods to be delivered, the schedule for delivery, the
applicable charges, and other matters as is reasonable given
the nature of the goods or services requested.
3. CHARGES AND TERMS AND PAYMENT. Unless otherwise
agreed, charges for services shall reflect actual direct
labor rates and all applicable loadings, including
associated fringe benefits, payroll and other taxes, and
allocated overheads. There shall also be charged a fee of
15% of the total direct labor charges and applicable
loadings. KLT agrees to pay for reasonable out-of-pocket
costs and expenses required and actually incurred in
performing services, provided that KCPL has obtained KLT's
prior written consent and submitted supporting documentation
satisfactory to KLT.
KCPL shall be responsible for the payment of any and
all taxes whatsoever which may be assessed against KCPL or
which may apply to the performance of work or the payment
for work or goods. KLT shall remit to KCPL all taxes levied
against or upon the services and/or goods provided
hereunder, or arising out of this Agreement excluding,
however, taxes based upon KCPL's net income.
Unless another payment schedule is specified on the
Request, KCPL shall invoice KLT quarterly in arrears. If
requested by KLT, KCPL shall submit with the invoice
reasonable backup documentation for all amounts invoiced.
All invoices, except for amount disputed by KLT, shall be
payable within thirty days of receipt. Any disputed amounts
shall not affect payment of undisputed charges and expenses.
KCPL shall maintain complete and accurate accounting
records to substantiate its charges. Such records shall be
made available for review by KLT upon no less than fifteen
days prior written notice for a period of one year form the
date of final payment of the charges.
4. INDEPENDENT CONTRACTOR. KCPL and KLT agree that
KCPL is an independent contractor and its personnel are not
employees or agents of KLT for federal tax purposes or any
other purposes whatever. KCPL will be solely responsible
for directing the work of its personnel. KCPL is solely
responsible for the compensation of its employees assigned
to perform services hereunder, and payment of workmen's
compensation, disability and other similar benefits,
unemployment and other similar insurance, and for
withholding income and other taxes and social security.
5. CONFIDENTIAL INFORMATION. Each party agrees to
regard and preserve as confidential all information received
from the other party and related to the business activities
of the other party, exclusive of any information in the
public domain. Each party agrees to hold such information
in trust and confidence for the other party and not to
disclose such information to any person, firm or enterprise
or use such information for its own benefit or to the
detriment of the other party. A party may, however,
disclose all or any part of the confidential information if
such disclosure is required in order to comply with a
subpoena or order issued by a court of competent
jurisdiction, or as required by law, regulation or action of
a regulatory agency ("Disclosure"); PROVIDED that the party
(i) immediately notifies the other party of the existence,
terms and circumstances surrounding the Disclosure, (ii)
consult with the other party on the advisability of taking
legally available steps to resist or narrow the scope of the
Disclosure, and (iii) if the Disclosure is required,
exercises its best efforts to obtain an order or other
reliable assurance that confidential treatment will be
accorded to such portion of the disclosed information which
the other party so designates.
6. EXCUSABLE DELAY. Neither party shall be liable
for any delay or failure to perform (EXCEPT the failure to
pay money when due) due to causes beyond its reasonable
control and without fault or negligence of the party
asserting such delay or failure to perform.
7. ASSIGNMENT. Neither party may assign this
Agreement or any rights hereunder, or may delegate the
performance of any duty under this Agreement without the
prior written consent of the other party, which consent
shall not be unreasonably withheld. Any attempt to so
assign or delegate, without prior written consent, shall be
void AB INITIO. Provided, however, that KCPL may so assign
or delegate to a parent or subsidiary corporation, or as
part of a consolidation, merger or sale of all or
substantially all of KCPL's assets, without prior written
consent.
8. NOTICES. All notices shall be in writing and
delivered personally, by facsimile or properly mailed,
United States first-class mail, postage prepaid, to:
As to KCPL: Neil A. Roadman
Controller
Kansas City Power & Light Company
P.O. Box 418679
Kansas City, MO 64141-9679
As to KLT: B. J. Beaudoin
President
KLT, Inc.
P.O. Box 410233
Kansas City, MO 64141-9679
or to such other address or addressee as either party may
designate by written notice. Any such notice shall be
deemed given on the date delivered or placed in the mail as
specified.
9. WAIVER. No failure or delay (in whole or in part)
on the part of either party to exercise any right or remedy
hereunder shall impair such right or remedy, operate as a
waiver thereof, or affect any other right or remedy
hereunder. All rights and remedies hereunder are cumulative
and are not exclusive of any other rights or remedies
provided hereunder or by law or equity.
10. HEADINGS. Headings are for reference only and are
not intended to affect the meaning of any terms.
11. INVALIDITY. If any provisions of this Agreement
is held invalid, illegal or unenforceable, the remaining
provisions shall continue unimpaired.
12. TERM AND TERMINATION. This Agreement shall have
an initial term of one year form the date first above
written. Thereafter, the term shall be automatically
renewed for subsequent one year periods. However, either
party may terminate this Agreement by giving thirty days
written notice to the other party prior to the ten-current
anniversary date. Any termination of this Agreement shall
not relieve the parties of any obligations to the other for
work undertaken or expenses incurred in the performance of
such work prior to the date of terminination.
13. GOVERNING LAW. This Agreement shall be construed
and enforced under the laws of the State of Missouri,
without regard for the conflict of laws provisions thereof.
14. ENTIRE AGREEMENT. This Agreement, together with
the Requests hereto, contains the entire agreement between
the parties and supersedes any prior or inconsistent
agreements, negotiations, representations and promises,
whether written or oral.
IN WITNESS WHEREOF, the parties have signed this
Agreement as of the date first above written.
Kansas City Power & Light Company
/s/ Neil Roadman
Attest:
/s/ Jeanie Sell Latz
KLT, Inc.
/s/ B. J. Beaudoin
Attest:
/s/ Janee C. Rosenthal
Exhibit H-2
Amendment to Service and Procurement Agreement
This Amendment to Service and Procurement Agreement
(the "Amendment") is made and entered into as of March 31,
1999, but effective as of January 1, 1999, by and between
Kansas City Power & Light Company ("KCPL") and KLT Inc.
("KLT").
Whereas, KCPL and KLT have previously entered into a
certain Service and Procurement Agreement providing for,
among other things, a fee of 15% of the total direct labor
charges and applicable loadings for services provided by
KCPL to KLT, and
Whereas, KCPL has implemented certain other service
agreements regarding the provision of general and
administrative services to its business units and KLT, which
eliminate the need for such 15% fee.
Therefore, in consideration of the above premises, the
parties agree as follows:
1. Paragraph 3 of the Service and Procurement Agreement is
amended by striking out the sentence "There shall also
be charged a fee of 15% of the total direct labor
charges and applicable loadings."
2. Except as amended above, the Service and Procurement
Agreement remains in full force and effect.
In witness whereof, the parties have signed this
Amendment as of the date first above written.
Kansas City Power & Light Company KLT Inc.
By: /s/ Neil Roadman By: /s/ R. G. Wasson
Neil A. Roadman, Controller R. G. Wasson, President