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SECURITIES AND EXCHANGE COMMISSION
Washington, DC
FORM U-6B-2
Certificate of Notification
Filed by a registered holding company or subsidiary
thereof pursuant to Rule U-20(d) [Reg. Section 250.20, P.
36,652] or U-47 [Reg. Section 250.47, P. 36,620] adopted
under the Public Utility Holding Company Act of 1935.
Certificate is filed by: Great Plains Energy Incorporated, a
registered holding company, on behalf of its subsidiaries
Strategic Energy, L.L.C. and R.S. Andrews Enterprises, Inc.
This certificate is notice that the above named company
has issued, renewed or guaranteed the security or securities
described herein which issue, renewal or guaranty was
exempted from the provisions of Section 6(a) of the Act and
was neither the subject of a declaration or application on
Form U-1 nor included within the exemption provided by Rule
U-48 [Reg. Section 250.48, P. 36,621].
1. Type of securities ("draft", "promissory note"):
See Attachments A and B.
2. Issue, renewal or guaranty:
See Attachments A and B.
3. Principal amount of each security:
See Attachments A and B.
4. Rate of interest per annum of each security:
See Attachments A and B.
5. Date of issue, renewal or guaranty of each security:
See Attachments A and B.
6. If renewal of security, give date of original issue:
See Attachments A and B.
7. Date of maturity of each security:
See Attachments A and B.
8. Name of the person to whom each security was issued,
renewed or guaranteed:
See Attachments A and B.
9. Collateral given with each security:
See Attachments A and B.
10. Consideration given for each security:
See Attachments A and B.
11. Application of proceeds of each security:
See Attachments A and B.
12. Indicate by a check after the applicable statement
below whether the issue, renewal or guaranty of each
security was exempt from the provisions of Section 6(a)
because of:
a) the provisions contained in the first sentence of
Section 6(b) [ ]
b) the provisions contained in the fourth sentence of
Section 6(b) [ ]
c) the provisions contained in any rule of the Commission
other than Rule U-48 [x]
13. If the security or securities were exempt from the
provisions of Section 6(a) by virtue of the first
sentence of Section 6(b), give the figures which
indicate that the security or securities aggregate
(together with all other then outstanding notes and
drafts of a maturity of nine months or less, exclusive
of days of grace, as to which such company is primarily
or secondarily liable) not more than 5 percentum of the
principal amount and par value of the other securities
of such company then outstanding. [Demand notes,
regardless of how long they may have been outstanding,
shall be considered as maturing in not more than nine
months for purposes of the exemption from Section 6(a)
of the Act granted by the first sentence of Section
6(b)):
Not applicable.
14. If the security or securities are exempt from the
provisions of Section 6(a) because of the fourth
sentence of Section 6(b), name the security outstanding on
January 1, 1935, pursuant to the terms of which the
security or securities herein described have been
issued:
Not applicable.
15. If the security or securities are exempt from the
provisions of Section 6(a) because of any rule of the
Commission other than Rule U-48, designate the rule
under which exemption is claimed.
Rule 52(b). See also Attachments A and B.
/s/Andrea F. Bielsker
Andrea F. Bielsker
Vice President - Finance,
Chief Financial Officer
and Treasurer
Great Plains Energy
Incorporated
Dated: April 2, 2002.
Attachment A
Issuer: R.S. Andrews Enterprises, Inc.
1. Type of securities ("draft", promissory note"):
R.S. Andrews Enterprises, Inc. ("RSA") and LaSalle Bank
National Association (the "Bank") entered into a
certain Credit Agreement, dated as of March 17, 2000,
as amended as of March 16, 2001, June 30, 2001, and
October 25, 2001 pursuant to which, among other things,
the aggregate amount of borrowings and letters of
credit outstanding at any one time would not exceed $22
million through March 15, 2002, and thereafter not
exceeding the lesser of $1.5 million and the aggregate
amount of all letters of credit outstanding as of March
15, 2002.
RSA and the Bank have entered into a Fourth Amendment
to Credit Agreement, dated as of February 21, 2002,
which, among other things, increased the maximum
aggregate amount of borrowings and letters of credit
outstanding at any one time to $25 million, reduced the
required minimum tangible net worth amount by $10
million and extended the termination date of the Credit
Agreement to March 15, 2003.
2. Issue, renewal or guaranty:
Renewal through amendment.
3. Principal amount of each security:
The principal amount of the security will vary over
time as borrowings are made and letters of credit are
issued, but shall not exceed in the aggregate $25
million.
4. Rate of interest per annum of each security:
At the option of RSA, borrowings may be either floating
rate loans or Eurodollar loans for one, two or three-
month periods. Interest on floating rate loans is
computed daily and, on an annual basis, is 50 basis
points below the greater of (i) the federal funds
effective rate plus 50 basis points and (ii) the Bank's
announced prime commercial lending rate. Interest on
Eurodollar loans is 225 basis points plus the product
of the rate per annum at which Dollar deposits are
offered to the Bank two business days prior to the
beginning of the relevant period in the interbank
Eurodollar market, multiplied by a fraction the
numerator of which is one and the denominator of which
is one minus the Eurocurrency reserve percentage.
5. Date of issue, renewal or guaranty of each security:
February 21, 2002.
6. If renewal of security, give date of original issue:
March 17, 2000.
7. Date of maturity of each security:
The termination date of the Credit Agreement, as
amended, is March 15, 2003, which may be extended by
agreement for additional periods of time not exceeding
364 days for any extension.
8. Name of the person to whom each security was issued,
renewed or guaranteed:
LaSalle Bank National Association
9. Collateral given with each security:
RSA and its subsidiaries have granted a security
interest, evidenced by a Security Agreement dated as of
March 17, 2000, in, among other things, their accounts,
chattel paper, computer hardware and software, deposit
accounts, documents, financial assets, general
intangibles, goods, equipment, fixtures, inventory,
instruments, intellectual property, investment
property, money and all other personal property, as
security for RSA's obligations under the Credit
Agreement, as amended.
The subsidiaries of RSA have issued a guaranty, dated
as of March 17, 2000, of RSA's obligations under the
Credit Agreement, as amended. GPE and RSA have entered
into a certain Support Agreement, dated as of October
25, 2001. These entities have reaffirmed said guaranty
or Support Agreement, as applicable, by instrument
dated as of February 21, 2002.
10. Consideration received for each security:
The full principal amount of each borrowing.
11. Application of proceeds of each security:
To be used for financing the existing business of RSA
and its subsidiaries.
15. If the security or securities are exempt form the
provisions of Section 6(a) because of any rule of the
Commission other than Rule U-48, designate the rule
under which exemption is claimed.
The Credit Agreement, as amended, is exempt pursuant to
Rule 52(b). The reaffirmation of the subsidiaries'
guaranty and the GPE Support Agreement are
authorized pursuant to the Commission's order dated
as of September 7, 2001 (HCAR 27436).
Attachment B
Issuer: Strategic Energy, L.L.C.
1. Type of securities ("draft", promissory note"):
Strategic Energy, L.L.C. ("Strategic") and PNC Bank,
National Association ("PNC") entered into a letter
agreement dated March 30, 2001, as amended March 9,
2002 (the "Letter Agreement") under which Strategic
could request letters of credit of up to $25 million in
aggregate face amount outstanding at any time.
Strategic's obligations under the Letter Agreement, as
amended, are supported by a guaranty and suretyship
agreement executed by GPE, an indirect owner of
Strategic.
Strategic and PNC have executed a Second Amendment to
Loan Documents, dated as of March 29, 2002, pursuant to
which, among other things, the termination date of the
letter of credit facility was extended from March 29,
2002 to March 28, 2003.
2. Issue, renewal or guaranty:
Renewal through amendment.
3. Principal amount of each security:
The principal amount of the security will vary over
time as letters of credit are issued, but shall not
exceed in the aggregate $25 million at any one time
outstanding.
4. Rate of interest per annum of each security:
Not applicable
5. Date of issue, renewal or guaranty of each security:
March 29, 2002
6. If renewal of security, give date of original issue:
March 30, 2001.
7. Date of maturity of each security:
The Letter Agreement terminates as of March 28, 2003.
8. Name of the person to whom each security was issued,
renewed or guaranteed:
PNC Bank, National Association
9. Collateral given with each security:
Great Plains Energy Incorporated executed a guaranty
and suretyship agreement, dated as of March 8, 2002,
guaranteeing Strategic's debts, liabilities and
financial obligations under the Letter Agreement.
Great Plains Energy Incorporated executed and delivered
a Joinder dated as of March 29, 2002, reaffirming such
guaranty and suretyship agreement subsequent to the
Second Amendment to Loan Documents.
10. Consideration given for each security:
Letters of credit issued pursuant to the Letter
Agreement.
11. Application of proceeds of each security:
The letters of credit will be used for financing the
existing business of Strategic.
15. If the security or securities are exempt from the
provisions of Section 6(a) because of any rule of the
Commission other than Rule U-48, designate the rule
under which exemption is claimed.
The Letter Agreement is exempt pursuant to Rule 52(b).
The reaffirmation of the guaranty and suretyship
agreement executed by Great Plains Energy Incorporated
is authorized pursuant to the Commission's order dated
as of September 7, 2001 (HCAR 27436).