SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM 8-K |
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Current Report |
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Pursuant to Section 13 or 15(d) of the |
Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): June 4, 2004 |
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I.R.S. Employer |
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0-33207 |
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GREAT PLAINS ENERGY INCORPORATED |
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43-1916803 |
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(A Missouri Corporation) |
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1201 Walnut Street |
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Kansas City, Missouri 64106 |
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(816) 556-2200 |
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NOT APPLICABLE |
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(Former name or former address, |
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1-707 |
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KANSAS CITY POWER & LIGHT COMPANY |
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44-0308720 |
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(A Missouri Corporation) |
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1201 Walnut Street |
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Kansas City, Missouri 64106 |
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(816) 556-2200 |
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NOT APPLICABLE |
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(Former name or former address, |
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Great Plains Energy Incorporated (Great Plains Energy) and Kansas City Power & Light Company (KCP&L) (the Registrants) are separately furnishing this combined Current Report on Form 8-K (Report). Information contained herein relating to an individual Registrant is furnished by such registrant on its own behalf. Each Registrant makes representations only as to information relating to itself.
ITEM 7. |
FINANCIAL STATEMENTS AND EXHIBITS. |
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(c) Exhibit No. |
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99.1 |
Press release issued by Great Plains Energy Incorporated on June 4, 2004, announcing its plans for public offerings of common stock and mandatory convertible securities. |
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99.2 |
Press release issued by Great Plains Energy Incorporated on June 4, 2004, announcing an increase in 2004 ongoing earnings guidance. |
ITEM 9. |
REGULATION FD DISCLOSURE. |
On June 4, 2004, Great Plains Energy issued a press release announcing its plans for public offerings of common stock and mandatory convertible securities. A copy of the press release is attached to this report on Form 8-K as Exhibit 99.1.
Great Plains Energy also separately issued on June 4, 2004, a press release announcing an increase in 2004 ongoing earnings guidance. A copy of the press release is attached to this report on Form 8-K as Exhibit 99.2.
The press release attached as Exhibit 99.2 contains information regarding Great Plains Energy's reportable segments, including the KCP&L reportable segment. Accordingly, Exhibit 99.2 is also being furnished on behalf of KCP&L.
The information, including the exhibits attached hereto, in this report is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this report, including the exhibits attached hereto, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GREAT PLAINS ENERGY INCORPORATED |
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/s/Jeanie Sell Latz |
Jeanie Sell Latz |
Executive Vice President-Corporate and Shared Services and Secretary |
KANSAS CITY POWER & LIGHT COMPANY |
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/s/Jeanie Sell Latz |
Jeanie Sell Latz |
Secretary |
Date: June 4, 2004
Exhibit 99.1
Media: |
Tom Robinson |
Investor: |
Todd Kobayashi |
FOR IMMEDIATE RELEASE
GREAT PLAINS ENERGY PLANS FOR PUBLIC OFFERINGS OF COMMON
STOCK AND MANDATORY CONVERTIBLE SECURITIES
Kansas City, MO - June 4, 2004 -
Great Plains Energy (NYSE: GXP) announced its plans to commence public offerings of 4,400,000 shares of common stock and 6,000,000 mandatory convertible securities ("FELINE PRIDES"). The combined offerings are expected to raise approximately $275 million in gross proceeds before any exercise of the underwriters' over-allotment options. A portion of the net proceeds is expected to be contributed to Kansas City Power & Light Company ("KCP&L") to retire $150 million of existing trust preferred securities. The remaining net proceeds may be used either to reduce short-term debt at Great Plains Energy or to contribute up to an additional $75 million to KCP&L to reduce indebtedness, or a mixture of both.In connection with the offerings, the Company will grant the underwriters for each offering an option for a period of 30 days to purchase up to an additional 660,000 shares of common stock and for a period of 13 days to purchase up to an additional 900,000 FELINE PRIDES.
The offerings will be made under the Company's existing shelf registration statement that has been declared effective by the Securities and Exchange Commission.
The sole book running manager for both offerings is Merrill Lynch, Pierce, Fenner & Smith Incorporated. Morgan Stanley & Co. Incorporated is a joint lead manager for the common stock offering.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities may be made only by means of the prospectus and related prospectus supplement relating to each offering. Investors will be able to obtain a copy of such documents from Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World Financial Center, New York, New York 10281.
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Great Plains Energy Incorporated (NYSE:GXP), headquartered in Kansas City, Missouri, is the holding company for Kansas City Power & Light Company, a leading regulated provider of electricity in the Midwest; and Strategic Energy LLC, an energy management company providing load aggregation and power supply coordination. The company's web site is www.greatplainsenergy.com.
CERTAIN FORWARD-LOOKING INFORMATION
-- Statements made in this release that are not based on historical facts are forward-looking, may involve risks and uncertainties, and are intended to be as of the date when made. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company is providing a number of important factors that could cause actual results to differ materially from the provided forward-looking information. These important factors include: future economic conditions in the regional, national and international markets, including but not limited to regional and national wholesale electricity markets; market perception of the energy industry and the Company; changes in business strategy, operations or development plans; effects of current or proposed state and federal legislative and regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the elec tric utility industry and constraints placed on the Company's actions by the Public Utility Holding Company Act of 1935; adverse changes in applicable laws, regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to, air quality; financial market conditions and performance including, but not limited to, changes in interest rates and in availability and cost of capital and the effects on the Company's pension plan assets and costs; ability to maintain current credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of terrorist acts; increased competition including, but not limited to, retail choice in the electric utility industry and the entry of new competitors; ability to carry out marketing and sales plans; weather conditions including weather-related damage; cost, availability and deliverability of fuel; ability to achieve generation planning goals and the occurrence of unplanned generation outages; delays in the anticipated in-service dates of additional generating capacity; nuclear operations; ability to enter new markets successfully and capitalize on growth opportunities in non-regulated businesses; performance of projects undertaken by the Company's non-regulated businesses and the success of efforts to invest in and develop new opportunities; and other risks and uncertainties. This list of factors is not all-inclusive because it is not possible to predict all possible factors.###
Exhibit 99.2
Media: |
Tom Robinson |
Investor: |
Todd Kobayashi |
FOR IMMEDIATE RELEASE
GREAT PLAINS ENERGY INCREASES
2004 ONGOING EARNINGS GUIDANCE
KANSAS CITY, MO - June 4, 2004
- Great Plains Energy (NYSE: GXP) separately announced today its plans to issue common stock and mandatory convertible securities in public offerings. The Company expects the issuance will dilute 2004 earnings by approximately $0.03 per share. Including the dilutive effect of the offering, the Company increases 2004 ongoing earnings guidance to $2.23 to $2.35 per share. The Company's previous guidance for 2004 ongoing earnings was $2.20 to $2.32 per share. Strong year-to-date performance driven by favorable wholesale electricity revenues, modestly favorable weather, and solid retail growth at Kansas City Power & Light provides the basis for the increased guidance range.Non-GAAP Financial Measure
Great Plains Energy provides in its quarterly earnings releases descriptions of "ongoing earnings" in addition to earnings calculated in accordance with generally accepted accounting principles (GAAP). Great Plains Energy also provides its earnings guidance in terms of ongoing earnings. Ongoing earnings is a non-GAAP financial measure that differs from GAAP earnings because it excludes the effect of certain unusual items. The 2004 ongoing earnings guidance excludes the effect of KLT Gas operations and divestiture costs of $0.05 to $0.08 per share. Great Plains Energy is unable to reconcile its ongoing earnings guidance to GAAP earnings per share because we do not predict the future impact of unusual items.
We believe ongoing earnings provide to investors a useful indicator of our results that is comparable among periods because it excludes the effects of unusual items, which may occur on an irregular basis. Investors should note that this non-GAAP measure involves judgments by management including whether an item is classified as an unusual item. We use ongoing earnings internally to measure performance against budget and in reports for management and the board of directors.
Great Plains Energy Incorporated (NYSE:GXP), headquartered in Kansas City, Missouri, is the holding company for Kansas City Power & Light Company, a
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leading regulated provider of electricity in the Midwest; and Strategic Energy
LLC, an energy management company providing load aggregation and power supply coordination. The company's web site is www.greatplainsenergy.com.
CERTAIN FORWARD-LOOKING INFORMATION
-- Statements made in this release that are not based on historical facts are forward-looking, may involve risks and uncertainties, and are intended to be as of the date when made. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company is providing a number of important factors that could cause actual results to differ materially from the provided forward-looking information. These important factors include: future economic conditions in the regional, national and international markets, including but not limited to regional and national wholesale electricity markets; market perception of the energy industry and the Company; changes in business strategy, operations or development plans; effects of current or proposed state and federal legislative and regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the elec tric utility industry and constraints placed on the Company's actions by the Public Utility Holding Company Act of 1935; adverse changes in applicable laws, regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to, air quality; financial market conditions and performance including, but not limited to, changes in interest rates and in availability and cost of capital and the effects on the Company's pension plan assets and costs; ability to maintain current credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of terrorist acts; increased competition including, but not limited to, retail choice in the electric utility industry and the entry of new competitors; ability to carry out marketing and sales plans; weather conditions including weather-related damage; cost, availability and deliverability of fuel; ability to achieve generation planning goals and the occurrence of unplanned generation outages; delays in the anticipated in-service dates of additional generating capacity; nuclear operations; ability to enter new markets successfully and capitalize on growth opportunities in non-regulated businesses; performance of projects undertaken by the Company's non-regulated businesses and the success of efforts to invest in and develop new opportunities; and other risks and uncertainties. This list of factors is not all-inclusive because it is not possible to predict all possible factors.MORE
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Great Plains Energy
Ongoing Earnings Guidance
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Previous 2004 Range |
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Revised 2004 Range |
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Kansas City Power & Light |
$ 1.68 |
$ 1.74 |
$ 1.78 |
$ 1.84 |
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Strategic Energy |
0.57 |
0.60 |
0.57 |
0.60 |
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KLT Investments |
0.15 |
0.17 |
0.15 |
0.16 |
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Other* |
(0.20) |
(0.19) |
(0.27) |
(0.25) |
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Consolidated Ongoing EPS** |
$ 2.20 |
$ 2.32 |
$ 2.23 |
$ 2.35 |
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* Other includes Home Service Solutions, Holding Company cost and other miscellaneous items.
** 2004 ongoing earnings guidance excludes the effect of KLT Gas operations and divestiture costs of $0.05 to $0.08 per share. Great Plains Energy is unable to reconcile its 2004 ongoing earnings guidance to GAAP earnings per share because we do not predict the future impact of unusual items. The impact of unusual items could be material to our operating results computed in accordance with GAAP.
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