View:
The information in this prospectus supplement and the accompanying
prospectus is not complete and may be changed. This prospectus
supplement and the accompanying base prospectus are not an offer to sell
these securities and are not soliciting an offer to buy these securities
in any state where the offer and sale is not permitted.
SUBJECT TO COMPLETION, DATED DECEMBER 6, 2000
PROSPECTUS SUPPLEMENT
DECEMBER , 2000
(TO PROSPECTUS DATED DECEMBER 4, 2000)
$250,000,000
KANSAS CITY POWER & LIGHT COMPANY
% SENIOR NOTES DUE DECEMBER , 20
We will pay interest on the Senior Notes on June 1, 2001 and thereafter
semi-annually on December 1 and June 1 of each year. The Senior Notes will
mature on December , 20 . We may not redeem the Senior Notes prior to
maturity.
The Senior Notes will be unsecured obligations and rank equally with our
other unsecured debt securities that are not subordinated obligations. The
Senior Notes will be issued only in registered form in denominations of $1,000
or multiples of $1,000.
------------------------
PER SENIOR
NOTE TOTAL
---------- -----
Public offering price(1).................................... % $
Underwriting discount....................................... % $
Proceeds, before expenses, to Kansas City Power & Light
Company................................................... % $
- ---------------
(1) Plus accrued interest from December , 2000, if settlement occurs after
that date
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The Senior Notes will be ready for delivery in book-entry form only through
the facilities of The Depository Trust Company on or about December , 2000.
------------------------
JOINT BOOK-RUNNING MANAGERS
BANC OF AMERICA SECURITIES LLC MERRILL LYNCH & CO.
BANC ONE CAPITAL MARKETS, INC.
ABN AMRO INCORPORATED
BNY CAPITAL MARKETS, INC.
TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUPPLEMENT
Description of Senior Notes................................. S-2
Underwriting................................................ S-4
PROSPECTUS
About This Prospectus....................................... 2
Where You Can Find More Information......................... 2
The Company................................................. 3
Use of Proceeds............................................. 4
Ratio of Earnings to Fixed Charges.......................... 4
Description of Debt Securities.............................. 4
Plan of Distribution........................................ 13
Legal Matters............................................... 14
Experts..................................................... 14
------------------------
You should rely on the information contained or incorporated by reference
in this prospectus supplement and the accompanying prospectus. We have not, and
the underwriters have not, authorized any other person to provide you with any
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not, and the underwriters are
not, making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information appearing
in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference is accurate only as of the dates appearing on the
covers of those documents. Our business, financial condition, results of
operations and prospects may have changed since those dates.
DESCRIPTION OF SENIOR NOTES
GENERAL
The Senior Notes will be initially issued in the principal amount of
$250,000,000 and will mature on December , 20 , and may not be redeemed prior
to maturity. We may issue additional Senior Notes in the future at our
discretion. Additional information describing the Senior Notes and the Indenture
under which they are to be issued is included in "Description of Debt
Securities" in the accompanying prospectus.
INTEREST
We will pay interest on the Senior Notes at the annual rate stated on the
cover of this prospectus supplement. Interest will accrue from December , 2000
or from the most recent interest payment date to which interest has been paid.
Interest is payable on June 1, 2001 and thereafter semi-annually on December 1
and June 1 of each year to holders of record at the close of business on the
fifteenth day, whether or not a business day, of the calendar month immediately
preceding that interest payment date.
BOOK-ENTRY SYSTEM
This discussion regarding The Depository Trust Company ("DTC") and its
book-entry system supplements the discussion of depository arrangements in
"Description of Debt Securities-Global Securities" in the prospectus.
S-2
DTC will act as securities depository for the Senior Notes. The Senior
Notes will be issued in fully registered form in the name of Cede & Co. (DTC's
partnership nominee). One or more fully-registered Senior Note certificates will
be issued as global securities for the Senior Notes, in the aggregate principal
amount of the Senior Notes, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Direct Participants")
deposit with DTC. DTC also facilitates the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Direct
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants" and
together with Direct Participants, "Participants"). The Rules applicable to DTC
and its Participants are on file with the Securities and Exchange Commission.
Purchases of Senior Notes under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Senior Notes on DTC's
records. The ownership interest of each actual purchaser of Senior Notes
("Beneficial Owner") is in turn to be recorded on the Participants' records.
Beneficial Owners will not receive written confirmation from DTC of their
purchase, but Beneficial Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their
holdings, from the Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Senior Notes are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in Senior Notes, except in the event that use of the
book-entry system for the Senior Notes is discontinued.
The deposit of Senior Notes with DTC and their registration in the name of
Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the Senior Notes; DTC's records reflect only the
identity of the Direct Participants to whose accounts such Senior Notes are
credited, which may or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to Senior
Notes. Under its usual procedures, DTC would mail an Omnibus Proxy to Kansas
City Power & Light Company as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Senior Notes are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
S-3
Principal and interest payments on the Senior Notes will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on the payable date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on the payable date. Payments
by Participants to Beneficial Owners will be governed by standing instructions
and customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC or Kansas City Power & Light
Company, subject to any statutory or regulatory requirements as may be in effect
from time to time. Payment of principal and interest to DTC is the
responsibility of Kansas City Power & Light Company, disbursement of such
payments to Direct Participants shall be the responsibility of DTC, and
disbursements of such payments to the Beneficial Owners shall be the
responsibility of Participants.
DTC may discontinue providing its services as securities depository with
respect to the Senior Notes at any time by giving reasonable notice to Kansas
City Power & Light Company. Under such circumstances, in the event that a
successor securities depository is not obtained, Senior Note certificates are
required to be printed and delivered. Kansas City Power & Light Company may
decide to discontinue use of the system of book-entry transfers through DTC (or
a successor securities depository). In that event, Senior Note certificates will
be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that Kansas City Power & Light Company believes
to be reliable (including DTC), but neither Kansas City Power & Light Company
nor the underwriters take responsibility for the accuracy thereof.
Neither Kansas City Power & Light Company, the trustee nor the underwriters
will have any responsibility or obligation to Participants, or the persons for
whom they act as nominees, with respect to the accuracy of the records of DTC,
its nominee or any Participant with respect to any ownership interest in the
Senior Notes, or payments to, or the providing of notice for, Participants or
Beneficial Owners.
UNDERWRITING
Subject to the terms and conditions of the underwriting agreement, we have
agreed to sell to each of the underwriters named below and each of the
underwriters has severally agreed to purchase from us the respective principal
amount of Senior Notes set forth opposite its name below:
PRINCIPAL AMOUNT
UNDERWRITER OF SENIOR NOTES
----------- ----------------
Banc of America Securities LLC.............................. $
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.................................... $
Banc One Capital Markets, Inc. ............................. $
ABN AMRO Incorporated....................................... $
BNY Capital Markets, Inc. .................................. $
--------
Total........................................... $
========
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the underwriters may be required to make in respect of those
liabilities.
The underwriters are offering the Senior Notes, subject to prior sale,
when, as and if issued to and accepted by them, subject to approval of legal
matters by their counsel, including the validity of
S-4
the Senior Notes, and other conditions contained in the underwriting agreement,
such as the receipt by the underwriters of officer's certificates and legal
opinions. The underwriters reserve the right to withdraw, cancel or modify
offers to the public and to reject orders in whole or in part.
COMMISSIONS AND DISCOUNTS
The underwriters have advised us that they propose initially to offer the
Senior Notes to the public at the public offering price on the cover page of
this prospectus supplement, and to dealers at that price less a concession not
in excess of . % of the principal amount of the Senior Notes. The
underwriters may allow, and such dealers may reallow, a discount not in excess
of . % of the principal amount of the Senior Notes to certain brokers and
other dealers. After the initial public offering, the public offering price,
concession and reallowance may be changed.
The expenses of the offering, not including the underwriting discount, are
estimated to be $ and are payable by us.
NEW ISSUE OF SENIOR NOTES
The Senior Notes are a new issue of securities with no established trading
market. We do not intend to apply for the listing of the Senior Notes on any
national securities exchange or for quotation of the Senior Notes on any
automated dealer quotation system. We have been advised by the underwriters that
they presently intend to make a market in the Senior Notes after completion of
the offering. However, the underwriters are under no obligation to do so and may
discontinue any market-making activities at any time without any notice. We
cannot assure the liquidity of the trading market for the Senior Notes or that
an active public trading market for the Senior Notes will develop. If an active
public trading market for the Senior Notes does not develop, the market price
and liquidity of the Senior Notes may be adversely affected.
PRICE STABILIZATION, SHORT POSITIONS AND PENALTY BIDS
In order to facilitate the offering of the Senior Notes, the underwriters
may engage in transactions that stabilize, maintain, or otherwise affect the
price of the Senior Notes. Specifically, the underwriters may over-allot in
connection with the offering, creating a short position in the Senior Notes for
their account. In addition, to cover over-allotments or to stabilize the price
of the Senior Notes, the underwriters may bid for, and purchase, the Senior
Notes in the open market. Finally, the underwriting syndicate may reclaim
selling concessions allowed to syndicate members or other broker dealers for
distributing the Senior Notes in the offering if the syndicate repurchases
previously distributed Senior Notes in transactions to cover syndicate short
positions, in stabilization transactions, or otherwise. Any of these activities
may stabilize or maintain the market price of the Senior Notes above independent
market levels. The underwriters are not required to engage in these activities,
and may end any of these activities at any time.
OTHER RELATIONSHIPS
The underwriters and their affiliates have engaged in, and may in the
future engage in, investment banking and other commercial dealings in the
ordinary course of business with us. The underwriters have received customary
fees and commissions for these transactions.
S-5
PROSPECTUS
KANSAS CITY POWER & LIGHT COMPANY
DEBT SECURITIES
Kansas City Power & Light Company may offer and sell up to $400,000,000
of our unsecured debt securities. We will establish the specific terms of each
series of our debt securities, their offering prices and how they will be
offered at the time we offer them, and we will describe them in one or more
supplements to this prospectus. This prospectus may not be used to offer and
sell our debt securities unless accompanied by a prospectus supplement. You
should read this prospectus and the related supplement before you invest in our
debt securities.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAVE THESE
ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
We will offer and sell our debt securities through one or more underwriters
or agents. We will set forth in the related prospectus supplement the name of
the underwriters or agents, the discount or commission received by them from us
as compensation, our other expenses for the offering and sale of the debt
securities, and the net proceeds we receive from the sale. See "Plan of
Distribution."
THE DATE OF THIS PROSPECTUS IS DECEMBER 4, 2000.
TABLE OF CONTENTS
About This Prospectus....................................... 2
Where You Can Find More Information......................... 2
The Company................................................. 3
Use of Proceeds............................................. 3
Ratio of Earnings to Fixed Charges.......................... 4
Description of Debt Securities.............................. 4
Plan of Distribution........................................ 13
Legal Matters............................................... 14
Experts..................................................... 14
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we have filed with the
Securities and Exchange Commission using a "shelf" registration process. By
using this process, we may offer up to a total dollar amount of $400,000,000 of
our debt securities in one or more offerings. This prospectus provides you with
a general description of the debt securities we may offer. Each time we offer
debt securities, we will provide you with a supplement to this prospectus that
will describe the specific terms of that offering. The prospectus supplement may
also add, update or change the information contained in this prospectus. Before
you invest, you should carefully read this prospectus, the applicable prospectus
supplement and the information contained in the documents we refer to in this
prospectus under "Where You Can Find More Information."
References in this prospectus to the terms "we", "us" or other similar
terms mean Kansas City Power & Light Company, unless the context clearly
indicates otherwise. We are also referred to in this prospectus as the Company.
You should rely only on the information contained or incorporated by
reference in this prospectus and any accompanying prospectus supplement. We have
not authorized anyone else to provide you with any different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We are not making an offer to sell securities in any jurisdiction
where the offer or sale is not permitted. The information contained in this
prospectus is current only as of the date of this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, and proxy statements and
other information with the Securities and Exchange Commission (the "Commission")
through the Commission's Electronic Data Gathering, Analysis and Retrieval
system and these filings are publicly available through the Commission's Web
site (http://www.sec.gov). You may read and copy such material at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; at the Commission's New York Regional
Office, 7 World Trade Center, 13th Floor, New York, New York 10048; and at its
Chicago Regional Office, Northwest Atrium Center, 500 West Madison Street, 14th
Floor, Chicago, Illinois 60661. You may obtain information on the operation of
the Public Reference Room by calling the Commission at 1-800-SEC-0330. You may
also obtain copies of such material at prescribed rates from the Public
2
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549. In addition, you may inspect such material at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Commission allows us to "incorporate by reference" into this prospectus
the information we file with them. This means that we can disclose important
information to you by referring you to the documents containing the information.
The information we incorporate by reference is considered to be included in and
an important part of this prospectus and should be read with the same care.
Information that we file later with the Commission that is incorporated by
reference into this prospectus will automatically update and supercede this
information. We are incorporating by reference into this prospectus the
following documents that we have filed with the Commission and any subsequent
filings we make with the Commission under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until the offering of the debt securities
described in this prospectus is completed:
- our Annual Report on Form 10-K for the year ended December 31, 1999
("1999 Form 10-K"),
- our Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 2000 (as amended by Form 10-Q/A filed June 22, 2000), June 30, 2000
and September 30, 2000, and
- our Current Reports on Form 8-K, dated January 3, 2000 and February 15,
2000.
This prospectus is part of a registration statement we have filed with the
Commission relating to our debt securities. As permitted by the Commission's
rules, this prospectus does not contain all of the information included in the
registration statement and the accompanying exhibits and schedules we file with
the Commission. You should read the registration statement and the exhibits and
schedules for more information about us and our debt securities. The
registration statement, exhibits and schedules are also available at the
Commission's Public Reference Section or through its Web site.
You may obtain a free copy of our filings with the Commission by writing or
telephoning us at the following address: Kansas City Power & Light Company, 1201
Walnut, Kansas City, Missouri 64106-2124 (Telephone No.: 816-556-2200)
Attention: Corporate Secretary, or by contacting us at our internet web site
www.kcpl.com.
THE COMPANY
We are a medium-sized electric utility incorporated in Missouri. We
generate and distribute electricity to over 463,000 customers located in all or
portions of 22 counties in western Missouri and eastern Kansas. Our customers
include approximately 407,000 residences, 53,000 commercial firms, and over
3,000 industries, municipalities and other electric utilities. About two-thirds
of our retail sales are to Missouri customers and the remainder are to Kansas
customers. Our principal executive office is located at 1201 Walnut, Kansas
City, Missouri 64106 (Telephone: (816) 556-2200).
3
USE OF PROCEEDS
Unless we inform you otherwise in a supplement to this prospectus, we
anticipate using any net proceeds received by us from the sale of the debt
securities for general corporate purposes, including, among others:
- Repayment of short term debt,
- Repurchase, retirement or refinancing of other securities,
- Funding of construction expenditures,
- Acquisitions, and
- Investments in subsidiaries.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for
the periods indicated:
YEAR ENDED DECEMBER 31,
TWELVE MONTHS ENDED --------------------------------------------
SEPTEMBER 30, 2000 1999(A) 1998(A) 1997(A) 1996(A) 1995
- ------------------- ------- ------- ------- ------- ----
2.41....... 2.07 2.87 2.03 3.06 3.94
- ---------------
(a) We incurred significant merger-related costs relating to two planned
mergers, one of which was terminated in 1996 and the other was terminated in
2000.
DESCRIPTION OF DEBT SECURITIES
The debt securities are to be issued under an Indenture to be entered into
between the Company and The Bank of New York, as Trustee ("Trustee"), (the
"Indenture"), a form of which is included as an exhibit to the registration
statement of which this prospectus is a part. The Company may also enter into
one or more amendments or supplements to the Indenture, or additional indentures
with other trustees, with respect to certain of the debt securities. Any such
indenture would contain covenants and other provisions similar to those
described below. Reference is made to the prospectus supplement regarding any
additional indentures or additional terms and provisions under which debt
securities will be issued.
The Company may from time to time offer under this prospectus unsecured
debt securities, which may be senior debt securities or subordinated debt
securities. Unless otherwise provided in a prospectus supplement, the senior
debt securities will be unsecured obligations of the Company and will rank on a
parity with all other unsecured and unsubordinated indebtedness of the Company.
The subordinated debt securities ("Subordinated Securities") will be unsecured
obligations of the Company, unless otherwise provided in a prospectus
supplement, subordinated in right of payment to the prior payment in full of all
Senior Indebtedness (which term includes senior debt securities) of the Company
as described below under "Subordination" and in the applicable prospectus
supplement.
There is no requirement that future issues of debt securities of the
Company be issued under the Indenture, and the Company will be free to employ
other indentures or documentation, containing provisions different from those
included in the Indenture or
4
applicable to one or more issues of securities, in connection with future issues
of such other debt securities.
Unless otherwise provided in a prospectus supplement, the debt securities
will effectively rank junior to the first mortgage bonds ("General Mortgage
Bonds") of the Company which were issued under the General Mortgage Indenture
and Deed of Trust, dated as of December 1, 1986, from the Company to United
Missouri Bank of Kansas City, N.A., Trustee, as supplemented ("Mortgage
Indenture"). The Mortgage Indenture constitutes a first mortgage lien upon
substantially all of the fixed property and franchises of the Company. At
September 30, 2000, there was approximately $455,300,000 principal amount of
General Mortgage Bonds outstanding. Certain outstanding series of the Company's
unsecured debt restrict the issuance of additional General Mortgage Bonds,
unless these series are similarly secured, and also generally restrict, subject
to exceptions, providing collateral to secure debt of the Company unless they
are comparably secured.
The Indenture does not specifically restrict the ability of the Company to
engage in transactions which could have the effect of increasing the ratio of
debt to equity capitalization of the Company or a successor corporation. For
example, the Indenture does not limit the amount of indebtedness of the Company
or the acquisition by the Company of any of the equity securities of the
Company. The Indenture also permits the Company to merge or consolidate or to
transfer its assets, subject to certain conditions (see "Consolidation, Merger
and Sale" below).
The following summary of the Indenture does not purport to be complete and
is subject to, and qualified in its entirety by reference to, the Indenture,
including the definitions therein of certain terms.
GENERAL: The Indenture provides that the debt securities offered and
other unsecured debt securities of the Company, without limitation as to
aggregate principal amount (collectively the "Indenture Securities"), may be
issued in one or more series, in each case as authorized from time to time by
the Company.
Reference is made to the prospectus supplement relating to the series of
debt securities offered for the following terms:
(1) the title of the debt securities;
(2) the aggregate principal amount of the debt securities;
(3) the percentage of the principal amount representing the price for which
the debt securities shall be issued;
(4) the date or dates on which the principal of, and premium, if any, on
the debt securities shall be payable;
(5) the rate or rates (which may be fixed or variable) at which the debt
securities shall bear interest, if any, or the method by which such
rate or rates shall be determined;
(6) if the amount of payments of the principal of, premium, if any, or
interest, if any, on the debt securities may be determined with
reference to an index, formula or other method, the manner in which
such amounts shall be determined;
5
(7) the date or dates from which any such interest shall accrue, or the
method by which such date or dates shall be determined, the dates on
which any such interest shall be payable and any record dates therefor;
(8) the place or places where the principal of, and premium, if any, and
interest, if any, on the debt securities shall be payable;
(9) the period or periods, if any, within which, the price or prices at
which, and the terms and conditions upon which the debt securities may
be redeemed, in whole or in part, at the option of the Company;
(10) the obligation, if any, of the Company to redeem, purchase or repay
the debt securities pursuant to any sinking fund or analogous
provision or at the option of a holder thereof and the period or
periods within which, the price or prices at which, and the terms and
conditions upon which the debt securities shall be redeemed, purchased
or repaid pursuant to such obligation;
(11) whether the debt securities are to be issued in whole or in part in
the form of one or more Global Securities and, if so, the identity of
the Depositary for such Global Security or Global Securities;
(12) if other than $1,000 or an integral multiple thereof, the
denominations in which the debt securities shall be issued;
(13) if other than the principal amount thereof, the portion of the
principal amount of the debt securities payable upon declaration of
acceleration of the maturity of the debt securities;
(14) any deletions from or modifications of or additions to the Events of
Default set forth in Section 6.01 of the Indenture pertaining to the
debt securities;
(15) the provisions, if any, relating to the cancellation and satisfaction
of the Indenture with respect to the debt securities prior to the
maturity thereof pursuant to Section 12.02 of the Indenture (see
"Satisfaction and Discharge of Indenture; Defeasance");
(16) the terms, if any, upon which the Company may defer payment of
interest on an interest payment date;
(17) the provisions, if any, relating to the subordination of the debt
securities pursuant to Article 14 of the Indenture (see
"Subordination");
(18) the terms and conditions, if any, pursuant to which any debt
securities are to be secured;
(19) any exchangeability, conversion, prepayment or tender provisions
(whether at the option of the Company or a holder of debt securities)
of the debt securities, including exchangeability, conversion,
prepayment or tender date or dates of such series, if any, and the
price or prices and other terms and conditions applicable to the
exchange, conversion, prepayment or tender (including any premium);
(20) any additional covenants for the benefit of the holders of the debt
securities; and
6
(21) any other terms of the debt securities not inconsistent with the
provisions of the Indenture and not adversely affecting the rights of
any other series of Indenture Securities then outstanding. (Section
2.03)
The Company may authorize the issuance and provide for the terms of a
series of Indenture Securities by or pursuant to a resolution of its Board of
Directors or any duly authorized committee thereof or pursuant to a supplemental
indenture. The provisions of the Indenture described above permit the Company,
in addition to issuing Indenture Securities with terms different from those of
Indenture Securities previously issued, to "reopen" a previous issue of a series
of Indenture Securities and to issue additional Indenture Securities of such
series.
The Indenture Securities will be issued only in registered form without
coupons and, unless otherwise provided with respect to a series of Indenture
Securities, in denominations of $1,000 and integral multiples thereof. (Section
2.02) Indenture Securities of a series may be issued in whole or in part in the
form of one or more Global Securities (see "Global Securities"). One or more
Global Securities will be issued in a denomination or aggregate denominations
equal to the aggregate principal amount of outstanding Indenture Securities of
the series to be represented by such Global Security or Global Securities.
(Section 2.01) No service charge will be made for any transfer or exchange of
Indenture Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
(Section 2.05)
One or more series of the Indenture Securities may be issued with the same
or various maturities at par, above par or at a discount. Debt securities
bearing no interest or interest at a rate which at the time of issuance is below
the market rate ("Original Issue Discount Securities") will be sold at a
discount (which may be substantial) below their stated principal amount. Federal
income tax consequences and other special considerations applicable to any such
Original Issue Discount Securities will be described in the prospectus
supplement relating thereto.
SUBORDINATION: If the prospectus supplement relating to a particular series
of Indenture Securities so provides, such debt securities will be Subordinated
Securities and the payment of the principal of, premium, if any, and interest on
the Subordinated Securities will be subordinate and junior in right of payment
to the prior payment in full of all Senior Indebtedness to the extent set forth
in the next paragraph. (Section 14.01)
In the event (a) of any distribution of assets of the Company in
bankruptcy, reorganization or receivership proceedings, or upon an assignment
for the benefit of creditors, or any other marshalling of assets and liabilities
of the Company, except for a distribution in connection with a consolidation,
merger, sale, transfer or lease permitted under the Indenture (see
"Consolidation, Merger and Sale"), or (b) the principal of any Senior
Indebtedness shall have been declared due and payable by reason of an event of
default with respect thereto and such event of default shall not have been
rescinded, then the holders of Subordinated Securities will not be entitled to
receive or retain any payment, or distribution of assets of the Company, in
respect of the principal of, premium, if any, and interest on the Subordinated
Securities until the holders of all Senior Indebtedness receive payment of the
full amount due in respect of the principal of, premium, if any, and interest on
the Senior Indebtedness or provision for such payment on the Senior Indebtedness
shall have been made. (Section 14.02)
7
Subject to the payment in full of all Senior Indebtedness, the holders of
the Subordinated Securities shall be subrogated to the rights of the holders of
the Senior Indebtedness to receive payments or distributions applicable to the
Senior Indebtedness until all amounts owing on the Subordinated Securities shall
be paid in full. (Section 14.03)
"Senior Indebtedness" means all indebtedness of the Company for the
repayment of money borrowed (whether or not represented by bonds, debentures,
notes or other securities) other than the indebtedness evidenced by the
Subordinated Securities and any indebtedness subordinated to, or subordinated on
parity with, the Subordinated Securities. "Senior Indebtedness" does not include
customer deposits or other amounts securing obligations of others to the
Company. (Section 14.01)
The Indenture does not limit the aggregate amount of Senior Indebtedness
that the Company may issue. As of September 30, 2000, $1,076 million of Senior
Indebtedness was outstanding in the form of bonds, debentures, notes or other
securities, bank borrowings and capital leases.
REDEMPTION: If the prospectus supplement relating to a particular series of
Indenture Securities so provides, such securities will be subject to redemption
by the Company prior to maturity. Notice of any redemption of Indenture
Securities shall be given to the registered holders of such securities not less
than 30 days nor more than 60 days prior to the date fixed for redemption. If
less than all of a series of Indenture Securities are to be redeemed, the
Trustee shall select, in such manner as in its sole discretion it shall deem
appropriate and fair, the Indenture Securities of such series or portions
thereof to be redeemed. (Section 3.02)
GLOBAL SECURITIES: The Indenture Securities of a series may be issued in
whole or in part in the form of one or more Global Securities that will be
deposited with, or on behalf of, the Depositary identified in the prospectus
supplement relating thereto. Unless and until it is exchanged in whole or in
part for Indenture Securities in definitive form, a Global Security may not be
transferred except as a whole by the Depositary for such Global Security to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary. (Sections
2.01 and 2.05)
The specific terms of the depositary arrangement with respect to any
Indenture Securities of a series will be described in the prospectus supplement
relating thereto. The Company anticipates that the following provisions will
apply to all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book entry registration and transfer system, the
respective principal amounts of the Indenture Securities represented by such
Global Security to the accounts of institutions that have accounts with such
Depositary ("participants"). The accounts to be credited shall be designated by
the underwriters through which such Indenture Securities were sold. Ownership of
beneficial interests in a Global Security will be limited to participants or
persons that may hold interests through participants. Ownership of beneficial
interests in such Global Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the Depositary
for such Global Security or by participants or persons that hold through
8
participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
owner of such Global Security, such Depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the Indenture Securities
represented by such Global Security for all purposes under the Indenture. Except
as set forth below, owners of beneficial interests in a Global Security will not
be entitled to have Indenture Securities of the series represented by such
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of Indenture Securities of such series in definitive
form and will not be considered the owners or holders thereof under the
Indenture.
Payments of principal of, premium, if any, and interest, if any, on
Indenture Securities registered in the name of or held by a Depositary or its
nominee will be made to the Depositary or its nominee, as the case may be, as
the registered owner of the Global Security representing such Indenture
Securities. None of the Company, the Trustee or any paying agent for such
Indenture Securities will have any responsibility or liability for any aspect of
the records relating to, or payments made on account of, beneficial ownership
interests in a Global Security for such Indenture Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
The Company expects that the Depositary for Indenture Securities of a
series, upon receipt of any payment of principal, premium, if any, or interest,
if any, in respect of a Global Security will credit immediately participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security as shown on the
records of such Depositary. The Company also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities registered in "street
name," and will be the responsibility of such participants.
If a Depositary for Indenture Securities of a series is at any time
unwilling or unable to continue as Depositary and a successor Depositary is not
appointed by the Company within 90 days, the Company will issue Indenture
Securities of such series in definitive form in exchange for the Global Security
or Global Securities representing the Indenture Securities of such series. In
addition, the Company may at any time and in its sole discretion determine not
to have any Indenture Securities of a series represented by one or more Global
Securities and, in such event, will issue Indenture Securities of such series in
definitive form in exchange for the Global Security or Global Securities
representing such Indenture Securities. Further, if the Company so specifies
with respect to the Indenture Securities of a series, each person specified by
the Depositary of the Global Security representing Indenture Securities of such
series may, on terms acceptable to the Company and the Depositary for such
Global Security, receive Indenture Securities of the series in definitive form.
In any such instance, each person so specified by the Depositary of the Global
Security will be entitled to physical delivery in definitive form of Indenture
Securities of the series represented by such Global
9
Security equal in principal amount to such person's beneficial interest in the
Global Security.
PAYMENTS AND PAYING AGENTS: Payment of principal of and premium, if any, on
Indenture Securities will be made against surrender of such Indenture Securities
at the principal offices of the Trustee. Unless otherwise indicated in the
prospectus supplement, payment of any installment of interest on Indenture
Securities will be made to the person in whose name such Indenture Security is
registered at the close of business on the record date for such interest. Unless
otherwise indicated in the prospectus supplement, payments of such interest will
be made at the principal offices of the Trustee, or by a check mailed to each
holder of an Indenture Security at such holder's registered address.
All moneys paid by the Company to a paying agent for the payment of
principal of, premium, if any, or interest, if any, on any Indenture Security
that remain unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to the Company and the
holder of such Indenture Security entitled to receive such payment will
thereafter look only to the Company for payment thereof. (Section 12.05)
However, any such payment shall be subject to escheat pursuant to state
abandoned property laws.
CONSOLIDATION, MERGER AND SALE: The Indenture permits the Company, without
the consent of the holders of any of the Indenture Securities, to consolidate
with or merge into any other corporation or sell, transfer or lease its assets
as an entirety or substantially as an entirety to any person, provided that: (i)
the successor corporation formed by or surviving any such consolidation or
merger, or the person to which such sale, transfer or lease shall have been made
(the "Successor") is a corporation organized under the laws of the United States
of America or any state thereof; (ii) the Successor assumes the Company's
obligations under the Indenture and the Indenture Securities; (iii) immediately
after giving effect to the transaction, no Event of Default (see "Default and
Certain Rights on Default") and no event that, after notice or lapse of time, or
both, would become an Event of Default, shall have occurred and be continuing;
and (iv) certain other conditions are met. (Section 11.02) The Indenture does
not restrict the merger of another corporation into the Company. The Successor,
other than a Successor by reason of a lease of the Company's properties, will
succeed to the Company's rights and obligations under the Indenture and the
Indenture Securities and the Company will be relieved of its obligations.
These provisions will not, however, be applicable to the sale, transfer or
lease by the Company to an affiliated company of facilities used for the
generation of electricity (and not used for the transmission or distribution of
electric energy), provided that, all such sales, transfers or leases occurring
after the date of this Indenture shall not in the aggregate represent assets
with a depreciated value on the books of the Company, calculated with respect to
the assets sold, transferred or leased at the time of such sale, transfer or
lease, in excess of 65% of the depreciated value on the books of the Company of
its total assets as set forth in its balance sheet at September 30, 2000.
MODIFICATION OF THE INDENTURE: The Indenture contains provisions permitting
the Company and the Trustee, without the consent of the holders of the Indenture
Securities, to establish, among other things, the form and terms of any series
of Indenture Securities issuable thereunder by one or more supplemental
indentures, and,
10
with the consent of the holders of a majority in aggregate principal amount of
the Indenture Securities of any series at the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture with respect to Indenture Securities
of such series, or modifying in any manner the rights of the holders of the
Indenture Securities of such series; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity, or the earlier
optional date of maturity, if any, of any Indenture Security of a particular
series or reduce the principal amount thereof or the premium thereon, if any, or
reduce the rate of payment of interest thereon, or make the principal thereof or
premium, if any, or interest thereon payable in any coin or currency other than
that provided in the Indenture Security, without the consent of the holder of
each Indenture Security so affected, or (ii) reduce the principal amount of
Indenture Securities of any series, the holders of which are required to consent
to any such supplemental indenture, without the consent of the holders of all
Indenture Securities of such series outstanding thereunder. (Sections 10.01 and
10.02)
DEFAULT AND CERTAIN RIGHTS ON DEFAULT: The Indenture provides that the
Trustee or the holders of 33% or more in aggregate principal amount of Indenture
Securities of a series outstanding thereunder may declare the principal of all
Indenture Securities of such series to be due and payable immediately, if any
Event of Default with respect to such series of Indenture Securities shall occur
and be continuing. However, if all defaults with respect to Indenture Securities
of such series (other than non-payment of accelerated principal) are cured, the
holders of a majority in aggregate principal amount of the Indenture Securities
of such series outstanding thereunder may waive the default and rescind the
declaration and its consequences. Events of Default with respect to a series of
Indenture Securities include (unless specifically deleted in the supplemental
indenture or Board Resolution under which such series of Indenture Securities is
issued, or modified in any such supplemental indenture):
(i) failure to pay interest when due on any Indenture Security of such
series, continued for 30 days;
(ii) failure to pay principal or premium, if any, when due on any
Indenture Security of such series, continued for 1 business day;
(iii) failure to perform any other covenant of the Company in the Indenture
or the Indenture Securities of such series (other than a covenant
included in the Indenture or the Indenture Securities solely for the
benefit of series of Indenture Securities other than such series),
continued for 60 days after written notice from the Trustee or the
holders of 33% or more in aggregate principal amount of the Indenture
Securities of such series outstanding thereunder;
(iv) certain events of bankruptcy, insolvency or reorganization; and
(v) any other Event of Default as may be specified for such series.
(Section 6.01)
The Indenture provides that the holders of a majority in aggregate
principal amount of the Indenture Securities of any series outstanding
thereunder may, subject to certain exceptions, direct the time, method and place
of conducting any proceeding for any remedy available to, or exercising any
power or trust conferred upon, the Trustee with
11
respect to Indenture Securities of such series and may on behalf of all holders
of Indenture Securities of such series waive any past default and its
consequences with respect to Indenture Securities of such series, except a
default in the payment of the principal of or premium, if any, or interest on
any of the Indenture Securities of such series. (Section 6.06)
Holders of Indenture Securities of any series may not institute any
proceeding to enforce the Indenture unless the Trustee thereunder shall have
refused or neglected to act for 60 days after a request and offer of
satisfactory indemnity by the holders of 33% or more in aggregate principal
amount of the Indenture Securities of such series outstanding thereunder, but
the right of any holder of Indenture Securities of any series to enforce payment
of principal of or premium, if any, or interest on the holder's Indenture
Securities when due shall not be impaired. (Section 6.04)
The Trustee is required to give the holders of Indenture Securities of any
series notice of defaults with respect to such series (Events of Default
summarized above, exclusive of any grace period and irrespective of any
requirement that notice of default be given) known to it within 90 days after
the happening thereof, unless cured before the giving of such notice, but,
except for defaults in payments of principal of, premium, if any, or interest on
the Indenture Securities of such series, the Trustee may withhold notice if and
so long as it determines in good faith that the withholding of such notice is in
the interests of such holders. (Section 6.07)
The Company is required to deliver to the Trustee each year an Officers'
Certificate stating whether such officers have obtained knowledge of any default
by the Company in the performance of certain covenants and, if so, specifying
the nature thereof. (Section 4.06)
CONCERNING THE TRUSTEE: The Indenture provides that the Trustee shall,
prior to the occurrence of any Event of Default with respect to the Indenture
Securities of any series and after the curing or waiving of all Events of
Default with respect to such series which have occurred, perform only such
duties as are specifically set forth in the Indenture. During the existence of
any Event of Default with respect to the Indenture Securities of any series, the
Trustee shall exercise such of the rights and powers vested in it under the
Indenture with respect to such series and use the same degree of care and skill
in their exercise as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs. (Section 7.01)
The Trustee may acquire and hold Indenture Securities and, subject to
certain conditions, otherwise deal with the Company as if it were not the
Trustee under the Indenture. (Section 7.04)
As of September 30, 2000, The Bank of New York, which will be the Trustee
under the Indenture, is the trustee for the Company's $296,500,000 principal
amount of currently outstanding medium-term notes issued under Indentures dated
February 15, 1992, November 15, 1992, November 1, 1994 and December 1, 1996. The
Bank of New York is also a depository for funds and performs other services for,
and transacts other banking business with, the Company and its affiliates in the
normal course of business.
SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE: The Indenture may be
discharged upon payment of the principal of, premium, if any, and interest on
all the Indenture Securities and all other sums due under the Indenture. In
addition, the
12
Indenture provides that if, at any time after the date of the Indenture, the
Company, if so permitted with respect to Indenture Securities of a particular
series, shall deposit with the Trustee, in trust for the benefit of the holders
thereof, (i) funds sufficient to pay, or (ii) such amount of obligations issued
or guaranteed by the United States of America as will, or will together with the
income thereon without consideration of any reinvestment thereof, be sufficient
to pay all sums due for principal of, premium, if any, and interest on the
Indenture Securities of such series, as they shall become due from time to time,
and certain other conditions are met, the Trustee shall cancel and satisfy the
Indenture with respect to such series to the extent provided therein. (Sections
12.01 and 12.02) The prospectus supplement describing the Indenture Securities
of such series will more fully describe the provisions, if any, relating to such
cancellation and satisfaction of the Indenture with respect to such series.
REPORTS FURNISHED SECURITYHOLDERS: The Company will furnish the holders of
Indenture Securities copies of all annual financial reports distributed to its
stockholders generally as soon as practicable after the mailing of such material
to the stockholders. (Section 4.07)
MEDIUM-TERM NOTES: The debt securities that we offer from time to time may
also take the form of medium-term notes. The particular terms of the medium-term
notes will be described in the applicable prospectus supplement.
PLAN OF DISTRIBUTION
The Company will offer the debt securities through one or more underwriters
or agents or directly to purchasers. The names of the managing underwriter or
underwriters and any other underwriters or any agents, and the terms of the
transaction, including compensation of the underwriters, agents and dealers, if
any, will be set forth in the prospectus supplement relating to the offering of
the debt securities.
Only underwriters or agents named in a prospectus supplement will be deemed
to be underwriters or agents in connection with the debt securities described
therein. Firms not so named will have no direct or indirect participation in the
underwriting of such debt securities, although such a firm may participate in
the distribution of such debt securities under circumstances entitling it to a
dealer's commission.
It is anticipated that any agreement pertaining to any debt securities will
(1) entitle the underwriters or agents to indemnification by the Company against
certain civil liabilities under the Securities Act of 1933, as amended, or to
contribution for payments the underwriters may be required to make in respect
thereof and (2) provide that the obligations of the underwriters or agents will
be subject to certain conditions precedent. The underwriters or agents may
engage in transactions with, or perform services for, the Company in the
ordinary course of business.
In connection with an offering made hereby, the underwriters may purchase
and sell the debt securities in the open market. These transactions may include
over-allotment and stabilizing transactions and purchases to cover short
positions created by the underwriters in connection with an offering.
Stabilizing transactions consist of certain bids or purchases for the purpose of
preventing or delaying a decline in the market price of the debt securities, and
short positions created by the underwriters involve the sale by the underwriters
of a greater aggregate principal amount of debt securities than
13
they are required to purchase from the Company. The underwriters also may impose
a penalty bid, whereby selling concessions allowed to broker-dealers in respect
of the debt securities sold in the offering may be reclaimed by the underwriters
if such debt securities are repurchased by the underwriters in stabilizing or
covering transactions. These activities may stabilize, maintain or otherwise
affect the market price of the debt securities, which may be higher than the
price that might otherwise prevail in the open market; and these activities, if
commenced, may be discontinued at any time. These transactions may be affected
in the over-the-counter market or otherwise.
The anticipated date of delivery of the debt securities will be as set
forth in the prospectus supplement relating to the offering of the debt
securities.
LEGAL MATTERS
Legal matters with respect to the debt securities offered hereby will be
passed upon for the Company by Jeanie Sell Latz, Senior Vice President-Corporate
Services and Corporate Secretary, and for the Underwriters by Dewey Ballantine
LLP, 1301 Avenue of the Americas, New York, New York 10019-6092. Dewey
Ballantine LLP will rely for purposes of their opinions upon the opinion of Ms.
Latz as to matters of Missouri law. At September 30, 2000, Ms. Latz owned
beneficially 4,508 shares of the Company's common stock; she also has options
(with dividend equivalent) to purchase 18,586 shares of the Company's common
stock at the fair market value on the dates of the grants. Dewey Ballantine LLP
may from time to time perform legal services for the Company.
The statements herein under "Description of Debt Securities," as to the
matters of law and legal conclusions, have been prepared under the supervision
of and review by, and are made on the authority of Ms. Latz, who has given her
opinion that such statements as to such matters and conclusions are correct.
EXPERTS
The consolidated financial statements included in the latest Annual Report
on Form 10-K of the Company, incorporated by reference in this prospectus, have
been audited by PricewaterhouseCoopers LLP, independent accountants, as stated
in their report included in the latest Annual Report on Form 10-K of the
Company, and have been incorporated by reference in this prospectus in reliance
upon the report of such firm, given upon their authority as experts in auditing
and accounting.
14
$250,000,000
KANSAS CITY POWER & LIGHT COMPANY
% SENIOR NOTES DUE DECEMBER , 20
------------------------
PROSPECTUS SUPPLEMENT
DECEMBER , 2000
------------------------
JOINT BOOK-RUNNING MANAGERS
BANC OF AMERICA SECURITIES LLC
MERRILL LYNCH & CO.
CO-MANAGERS
BANC ONE CAPITAL MARKETS, INC.
ABN AMRO INCORPORATED
BNY CAPITAL MARKETS, INC.