Unassociated Document
Registration
No. __________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________
Form
S-3
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
____________________
Great
Plains Energy Incorporated
(Exact
Name of Registrant as Specified in its Charter)
|
Missouri
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
43-1916803
(I.R.S.
Employer
Identification
No.)
|
1201
Walnut Street
Kansas
City, Missouri 64106-2124
(816)
556-2936
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s
Principal Executive Offices)
____________________
Mark
English, General Counsel and Assistant Secretary
1201
Walnut Street
Kansas
City, Missouri 64106-2124
(816)
556-2200
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent
of Service)
____________________
With
copies to:
|
Richard
W. Astle
Sidley
Austin LLP
One
South Dearborn Street
Chicago,
Illinois 60603
|
Daniel
G. Kelly, Jr.
Davis
Polk & Wardwell
1600
El Camino Real
Menlo
Park, California 94025
|
____________________
Approximate
date of commencement of proposed sale to the public:
From
time to time after the effective date of this Registration Statement as
determined by market conditions and other factors.
If
the
only securities registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. / /
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. / /
If
this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. /X/
If
this
Form is a post-effective amendment to a registration statement filed pursuant
to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. / /
____________________
CALCULATION
OF REGISTRATION FEE
|
====================================================================================================
|
|
Title
of each Class
of
Securities to
be
Registered __________________
|
Amount
to be
Registered
(1) _______________
|
Proposed
Maximum
Offering
Price per Unit/
Proposed
Maximum Aggregate Offering Price (1)
______________
|
Amount
of
Registration
Fee
(2)
______________
|
|
Senior
Debt Securities
Subordinated
Debt Securities
Common
Stock, no par value
Warrants
Stock
Purchase Contracts
Stock
Purchase Units (3)
Total
|
|
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====================================================================================================
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(1)
An
indeterminate amount or number of Senior Debt Securities, Subordinated Debt
Securities, shares of Common Stock, Warrants, Stock Purchase Contracts and
Stock
Purchase Units to be offered at indeterminate prices is being registered. Senior
Debt Securities and Subordinated Debt Securities are collectively referred
to as
"Debt Securities." An indeterminate number of shares of Common Stock may also
be
issued upon settlement of the Warrants, Stock Purchase Contracts or Stock
Purchase Units.
(2)
In
reliance on and in accordance with Rules 456(b) and 457(r), the Registrant
is
deferring payment of all of the registration fee, except for $21,665.70 that
has
already been paid with respect to $171,000,000 aggregate initial offering price
of securities that were previously registered pursuant to Registration Statement
No. 333-114486 and were not sold thereunder. Pursuant to Rule 457(p) under
the Securities Act, such unutilized filing fee may be applied to the filing
fee
payable pursuant to this registration statement.
(3)
Each
Stock Purchase Unit consists of (a) a Stock Purchase Contract, under which
the holder, upon settlement, will purchase an indeterminate number of shares
of
Common Stock and (b) a beneficial interest in Debt Securities, or debt
obligations of third parties, including U.S. Treasury securities, purchased
with
the proceeds from the sale of the Stock Purchase Units. Each beneficial interest
will be pledged to secure the obligation of such holder to purchase such shares
of Common Stock. No separate consideration will be received for the Stock
Purchase Contracts or the related beneficial interests.
_________________________________________________________________________________________________________
Prospectus
GREAT
PLAINS ENERGY
INCORPORATED
Senior
Debt Securities
Subordinated
Debt Securities
Common
Stock
Warrants
Stock
Purchase Contracts
Stock
Purchase Units
Great
Plains Energy Incorporated (“Great Plains Energy”) may offer and sell from time
to time these securities in one or more offerings. This prospectus provides
you
with a general description of these securities. We will provide specific
information about the offering and the terms of these securities in supplements
to this prospectus. The supplements may also add, update, or change information
contained in this prospectus. This prospectus may not be used to offer and
sell
these securities unless accompanied by a prospectus supplement. You should
read
this prospectus and the related prospectus supplements before you invest in
these securities.
The
common stock of Great Plains Energy Incorporated is listed on the New York
Stock
Exchange under the symbol "GXP."
Our
principal executive offices are located at 1201 Walnut Street, Kansas City,
Missouri 64106-2124 and our telephone number is (816) 556-2200.
Investing
in these securities involves risks. You should carefully consider the
information referred to under the heading "Risk Factors" beginning on page
5.
____________________
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal
offense.
____________________
We
may
offer and sell these 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 these securities, and the net
proceeds we receive from the sale. See "Plan of Distribution."
The
date of this Prospectus is May 8, 2006
TABLE
OF CONTENTS
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About
This Prospectus
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1
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Cautionary
Statements Regarding Certain Forward-Looking Information
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2
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Where
You Can Find More Information
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3
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Great
Plains Energy Incorporated
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4
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Risk
Factors
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5
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Use
of Proceeds
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5
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Description
of Debt Securities
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5
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Description
of Common Stock
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16
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Description
of Stock Purchase Contracts and Stock Purchase Units or Warrants
for
Stock
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18
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Book-Entry
System
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19
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Plan
of Distribution
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22
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Legal
Matters
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23
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Experts
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24
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ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement filed with the Securities and
Exchange Commission ("SEC") using a "shelf" registration process. By using
this
process, we may offer the securities described in this prospectus in one or
more
offerings. We may offer any of the following securities: senior debt securities
or subordinated debt securities, each of which may be convertible into our
common stock, common stock, stock purchase contracts and stock purchase units.
We may also offer warrants to purchase shares of our common stock.
This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide you with a prospectus
supplement that will describe the specific terms of that offering. The
prospectus supplement may also add, update or change the information contained
in this prospectus. If there is any inconsistency between the information in
this prospectus and the prospectus supplement, you should rely on the
information in the prospectus supplement. The registration statement we filed
with the SEC includes exhibits that provide more detail on descriptions of
the
matters discussed in this prospectus. Before you invest in our securities,
you
should carefully read the registration statement and exhibits thereto, 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 "Great Plains Energy" or "the Company" or to the terms
"we", "us" or other similar terms mean Great Plains Energy Incorporated and
its
subsidiaries, unless the context clearly indicates otherwise.
You
should rely only on the information contained or incorporated by reference
in
this prospectus and any accompanying prospectus supplement or in any free
writing prospectus we file with the SEC in connection with an offering of
securities under this prospectus. 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.
1
CAUTIONARY
STATEMENTS REGARDING
CERTAIN
FORWARD-LOOKING INFORMATION
This
prospectus and the documents incorporated or deemed incorporated by reference
as
described under the heading “Where You Can Find More Information” contain
forward-looking statements that are not based on historical facts. Forward
looking statements include, but are not limited to, statements regarding
projected delivery volumes and margins, the outcome of regulatory proceedings,
cost estimates for our comprehensive energy plan and other matters affecting
future operations. These forward-looking statements are based on assumptions,
expectations, and assessments made by our management in light of their
experience and their perception of historical trends, current conditions,
expected future developments and other factors they believe to be appropriate.
Any forward-looking statements are not guarantees of our future performance
and
are subject to risks and uncertainties, including those described or referred
to
under the heading “Risk Factors” in this prospectus, in any prospectus
supplement, and in our other SEC filings. These risks and uncertainties could
cause actual results, developments and business decisions to differ materially
from those contemplated or implied by forward-looking statements. Consequently,
you should recognize these statements for what they are and we caution you
not
to rely upon them as facts. We disclaim any duty to update the forward-looking
statements, which apply only as of the date of this prospectus. Some of the
factors that may cause actual results, developments and business decisions
to
differ materially from those contemplated by these forward-looking statements
include the following:
| · |
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 Great Plains
Energy
|
| · |
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 electric utility
industry
|
| · |
decisions
of regulators regarding rates our subsidiary, Kansas City Power &
Light Company, can charge for
electricity
|
| · |
adverse
changes in applicable laws, regulations, rules, principles or practices
governing tax, accounting and environmental matters including, but
not
limited to, air and water
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 pension plan assets and
costs
|
| · |
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, quality and deliverability of
fuel
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| · |
ability
to achieve generation planning goals and the occurrence and duration
of
unplanned generation outages
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| · |
delays
in the anticipated in−service dates and cost increases of additional
generating capacity
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2
| · |
ability
to enter new markets successfully and capitalize on growth opportunities
in non−regulated businesses and the effects of
competition
|
| · |
application
of critical accounting policies, including but not limited to, those
relating to derivatives and pension
liabilities
|
| · |
workforce
risks, including compensation and benefits
costs
|
| · |
performance
of projects undertaken by 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
factors. You should also carefully consider the information referred to under
the heading “Risk Factors” in this prospectus, any prospectus supplement, and in
our other SEC filings.
WHERE
YOU CAN FIND MORE INFORMATION
We
file
annual, quarterly and current reports, and proxy statements and other
information with the SEC through the SEC's Electronic Data Gathering, Analysis
and Retrieval system and these filings are publicly available through the SEC's
website (http://www.sec.gov). You may read and copy such material at the SEC's
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling
the
SEC at 1-800-SEC-0330. You may also obtain copies of such material at prescribed
rates from the Public Reference Section of the SEC at 100 F Street, N.E.,
Washington, D.C. 20549.
The
SEC
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 SEC that is incorporated by reference into this prospectus
will automatically update and supersede this information. We are incorporating
by reference into this prospectus the following documents that we have filed
with the SEC and any subsequent filings we make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the
offering of the securities described in this prospectus is
completed:
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•
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Our
Annual Report on Form 10-K for the fiscal year ended December 31,
2005
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•
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Our
Report on Form 8-K dated February 1, 2006
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•
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Our
Report on Form 8-K dated February 10, 2006
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•
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Our
Quarterly Report on Form 10-Q for the quarterly period ended March
31,
2006
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Our
website is www.greatplainsenergy.com.
Information contained on our website is not incorporated herein except to the
extent specifically so indicated. We make available, free of charge, on or
through our website, our annual reports on Form 10-K, quarterly reports on
Form
10-Q, current reports on Form 8-K, and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
as
soon as reasonably practicable after we electronically file such material with,
or furnish it to, the SEC. In addition, we make available on or through our
website all other reports, notifications and certifications filed electronically
with the SEC. You may obtain a free copy of our filings with the SEC by writing
or telephoning us at
3
the
following address: Great Plains Energy Incorporated, 1201 Walnut Street, Kansas
City, Missouri 64106-2124 (Telephone No.: 816-556-2200) Attention: Senior
Vice President - Corporate Services and Corporate Secretary, or by contacting
us
on our website.
GREAT
PLAINS ENERGY INCORPORATED
Great
Plains Energy Incorporated
Great
Plains Energy Incorporated, a Missouri corporation incorporated in 2001 and
headquartered in Kansas City, Missouri, is a public utility holding company
and
does not own or operate any significant assets other than the stock of its
subsidiaries.
We
have
four direct subsidiaries with operations or active subsidiaries:
| · |
Kansas
City Power & Light Company ("KCP&L") is described below.
|
| · |
KLT
Inc. is an intermediate holding company that primarily holds, directly
or
indirectly, interests in Strategic Energy, L.L.C. ("Strategic
Energy"),
which provides competitive retail electricity supply services in
several
electricity markets offering retail choice, and affordable housing
limited
partnerships. KLT Inc. also wholly owns KLT Gas Inc. ("KLT
Gas").
During 2004, KLT Gas sold its gas properties and discontinued its
gas
business.
|
| · |
Innovative
Energy Consultants Inc. ("IEC")
is an intermediate holding company that holds an indirect interest
in
Strategic Energy. IEC does not own or operate any assets other than
its
indirect interest in Strategic Energy. When combined with KLT Inc.’s
indirect interest in Strategic Energy, Great Plains Energy indirectly
owns
100% of Strategic Energy.
|
| · |
Great
Plains Energy Services Incorporated ("Services")
provides services at cost to us and our subsidiaries, including
KCP&L.
|
KCP&L
KCP&L
is an integrated, regulated electric utility, headquartered in Kansas City,
Missouri, that engages in the generation, transmission, distribution and sale
of
electricity. KCP&L serves slightly over 500,000 customers located in all or
portions of 24 counties in western Missouri and eastern Kansas. Customers
include approximately 440,000 residences, over 55,000 commercial firms, and
over
2,200 industrials, municipalities and other electric utilities. KCP&L’s
retail revenues averaged approximately 82% of its total operating revenues
over
the last three years. Wholesale firm power, bulk power sales and miscellaneous
electric revenues accounted for the remainder of utility revenues. KCP&L is
significantly impacted by seasonality with approximately one-third of its retail
revenues recorded in the third quarter. KCP&L’s total electric revenues
averaged approximately 45% of our consolidated revenues over the last three
years. KCP&L’s income from continuing operations accounted for approximately
88%, 86% and 67% of our consolidated income from continuing operations in 2005,
2004 and 2003, respectively.
Strategic
Energy
Strategic
Energy provides competitive retail electricity supply services by entering
into
power supply contracts to supply electricity to its end−use customers. Of the
states that offer retail choice, Strategic Energy operates in California,
Maryland, Massachusetts, Michigan, New Jersey, New York, Ohio, Pennsylvania
and
Texas. In addition to competitive retail electricity supply services, Strategic
Energy records insignificant wholesale revenues and purchased power expense
incidental to the retail services provided. Strategic Energy also provides
strategic planning, consulting and billing and scheduling services in the
natural gas and electricity markets.
4
Strategic
Energy provides services to approximately 49,200 commercial, institutional
and
small manufacturing accounts for approximately 12,700 customers including
numerous Fortune 500 companies, smaller companies and governmental entities.
Strategic Energy’s revenues averaged approximately 55% of our consolidated
revenues over the last three years. Strategic Energy’s net income accounted for
approximately 17%, 24% and 21% of our consolidated income from continuing
operations in 2005, 2004 and 2003, respectively.
Additional
Information
Our
principal executive office is located at 1201 Walnut Street, Kansas City,
Missouri 64106. Our telephone number is (816) 556-2200.
RISK
FACTORS
Investing
in our securities involves risks. You should carefully consider the information
under the heading “Risk Factors” in:
| · |
any
prospectus supplement relating to any securities we are
offering;
|
| · |
our
Annual Report on Form 10-K for the fiscal year ended December 31,
2005,
which is incorporated by reference into this prospectus;
|
| · |
our
Quarterly Report on Form 10-Q for the quarterly period ended March
31,
2006, which is incorporated by reference into this prospectus;
and
|
| · |
documents
we file with the SEC after the date of this prospectus and which
are
deemed incorporated by reference into this
prospectus.
|
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 offered securities for general
corporate purposes, including, among others:
| · |
Repayment
of short term debt;
|
| · |
Repurchase,
retirement or refinancing of other
securities;
|
| · |
Investments
in subsidiaries.
|
Pending
such uses, we may also invest the proceeds in certificates of deposit, United
States government securities or certain other interest-bearing securities.
If we
decide to use the net proceeds from a particular offering of securities for
a
specific purpose, we will describe that in the related prospectus
supplement.
DESCRIPTION
OF DEBT SECURITIES
General.
The
senior debt securities and the subordinated debt securities, which we refer
to
collectively as the debt securities, will represent unsecured obligations of
Great Plains Energy Incorporated exclusively, and not the obligation of any
of
our subsidiaries. We may issue one or more series of debt securities directly
to
the public, to a trust or as part of a stock purchase unit from time to time.
We
expect that each series of senior debt securities or subordinated debt
securities will be issued as a new series of debt securities under one of two
separate
5
indentures,
as each may be amended or supplemented from time to time. We will issue the
senior debt securities in one or more series under the senior indenture that
we
have entered into with BNY Midwest Trust Company, as trustee. We will issue
the
subordinated debt securities in one or more series under a subordinated
indenture between a trustee and us. The senior indenture, the form of the
subordinated indenture and the form of any supplemental indenture or other
instrument establishing the debt securities of a particular series are filed
as
exhibits to, or will be subsequently incorporated by reference in, the
registration statement of which this prospectus is a part. Each indenture has
been or will be qualified under the Trust Indenture Act of 1939 (Trust Indenture
Act). The following summaries of certain provisions of the senior indenture,
the
subordinated indenture and the applicable debt securities do not purport to
be
complete and are subject to, and qualified in their entirety by, all of the
provisions of the senior indenture or the subordinated indenture, as the case
may be, and the applicable debt securities. We may also sell hybrid or novel
securities now existing or developed in the future that combine certain features
of the debt securities and other securities described in this prospectus.
We
may
authorize the issuance and provide for the terms of a series of debt securities
by or pursuant to a resolution of our Board of Directors or any duly authorized
committee thereof or pursuant to a supplemental indenture or to a company order,
as described in the indentures. There will be no requirement under either the
senior indenture or the subordinated indenture that our future issuances of
debt
securities be issued exclusively under either indenture. We will be free to
employ other indentures or documentation containing provisions different from
those included in either indenture or applicable to one or more issuances of
senior debt securities or subordinated debt securities, as the case may be,
in
connection with future issuances of other debt securities. The senior indenture
and the subordinated indenture will provide that the applicable debt securities
will be issued in one or more series, may be issued at various times, may have
differing maturity dates and may bear interest at differing rates. We need
not
issue all debt securities of one series at the same time and, unless otherwise
provided, we may reopen a series, without the consent of the holders of the
senior debt securities or the subordinated debt securities of that series,
as
the case may be, for issuances of additional senior debt securities or
subordinated debt securities of that series, as applicable. One or more series
of the debt 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. Unless
otherwise described in the applicable prospectus supplement, neither indenture
described above will limit the aggregate amount of debt, including secured
debt,
we or our subsidiaries may incur. Both indentures will also permit us to merge
or consolidate or to transfer our assets, subject to certain conditions (see
"Consolidation, Merger and Sale" below).
Ranking.
The
debt securities will be direct unsecured obligations of Great Plains Energy
Incorporated exclusively, and not the obligation of any of our subsidiaries.
The
senior debt securities will rank equally with all of Great Plains Energy
Incorporated’s unsecured and unsubordinated debt and the subordinated debt
securities will be junior in right of payment to our Senior Indebtedness
(including senior debt securities), as described under the heading
"—Subordination." At March 31, 2006, Great Plains Energy Incorporated had
approximately $163.6 million of outstanding senior indebtedness (excluding
guarantees) and no subordinated indebtedness. In addition, we issue guarantees
and cause letters of credit to be issued under our credit agreement for the
benefit of our non-utility subsidiaries and expect to have such
6
guarantees
and letters of credit outstanding from time to time in various aggregate
amounts, which amounts could be significant.
Great
Plains Energy Incorporated is a holding company that derives substantially
all
of its income from its operating subsidiaries. As a result, our cash flows
and
consequent ability to service our debt, including the debt securities, are
dependent upon the earnings of our subsidiaries and distribution of those
earnings to us and other payments or distributions of funds by our subsidiaries
to us, including payments of principal and interest under intercompany
indebtedness. Our operating subsidiaries are separate and distinct legal
entities and will have no obligation, contingent or otherwise, to pay any
dividends or make any other distributions (except for payments required pursuant
to the terms of intercompany indebtedness) to us or to otherwise pay amounts
due
with respect to the debt securities or to make specific funds available for
such
payments. Furthermore, except to the extent we have a priority or equal claim
against our subsidiaries as a creditor, the debt securities will be effectively
subordinated to debt at the subsidiary level because, as the common shareholder
of our subsidiaries, we will be subject to the prior claims of creditors of
our
subsidiaries. At March 31, 2006, our subsidiaries had approximately $1,057.1
million of aggregate outstanding debt.
Provisions
of a Particular Series.
The
prospectus supplement applicable to each issuance of debt securities will
specify, among other things:
· the
title
and any limitation on aggregate principal amount of the debt securities;
· the
original issue date of the debt securities;
· the
date
or dates on which the principal of any of the debt securities is payable;
· the
fixed
or variable interest rate or rates, or method of calculation of such rate or
rates, for the debt securities, and the date from which interest will accrue;
· the
terms, if any, regarding the optional or mandatory redemption of any debt
securities, including the redemption date or dates, if any, and the price or
prices applicable to such redemption;
· the
denominations in which such debt securities will be issuable;
· the
period or periods within which, the price or prices at which and the terms
and
conditions upon which any debt securities may be repaid, in whole or in part,
at
the option of the holder thereof;
· our
obligation, if any, 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;
· whether
the debt securities are to be issued in whole or in part in the form of one
of
more global securities and, if so, the identity of the depository for such
global security or global securities
· the
place
or places where the principal of, and premium, if any, and interest, if any,
shall be payable;
· any
addition to the events of default applicable to that series of debt securities
and the covenants for the benefit of the holders of that series;
7
· any
restrictions on the declaration of dividends or the requirement to maintain
certain asset ratios or the creation and maintenance of reserves;
· any
remarketing features of the debt securities;
· any
collateral, security, assurance, or guarantee for the debt
security;
· 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;
· the
securities exchange(s), if any, on which the debt securities will be listed;
· the
terms, if any, pursuant to which debt securities may be converted into or
exchanged for shares of our capital stock or other securities;
· any
interest deferral or extension provisions;
· the
applicability of or any change in the subordination provisions for a series
of
debt securities;
· the
terms
of any warrants we may issue to purchase debt securities; and
· any
other
terms of the debt securities not inconsistent with the provisions of the
applicable indenture.
Subordination.
The
subordinated debt securities will be subordinate and junior in right of payment
to all of our Senior Indebtedness, as defined below.
In
the
event:
· of
any
bankruptcy, insolvency, receivership or other proceedings or any dissolution,
winding-up, liquidation or reorganization, whether voluntary or involuntary,
of
Great Plains Energy Incorporated,
· that
a
default shall have occurred with respect to the payment of principal of or
interest on or other monetary amounts due and payable on any Senior
Indebtedness, and such default continues beyond any applicable grace period
and
shall not have been cured, waiver or ceased to exist, or
· that
the
principal of and accrued interest on any series of subordinated debt securities
shall have been declared due and payable and such declaration has not been
rescinded and annulled,
then
all
Senior Indebtedness must be paid in full before the holders of the subordinated
debt securities are entitled to receive or retain any payment (including
redemption and sinking fund payments).
In
addition, upon the maturity of the principal of any Senior Indebtedness by
lapse
of time, acceleration or otherwise, all matured principal of and interest and
premium, if any, on such Senior Indebtedness, must be paid in full before any
payment of principal of, premium, if any, or interest on, the subordinated
debt
securities may be made or before any subordinated debt securities can be
acquired by Great Plains Energy Incorporated.
Upon
the
payment in full of all Senior Indebtedness, the rights of the holders of the
subordinated debt securities will be subrogated to the rights of the holders
of
Senior Indebtedness to receive payments or distributions applicable to Senior
Indebtedness until all amounts owing on the subordinated debt securities are
paid in full. If provided in the applicable prospectus supplement, limited
subordination periods may apply in the event of non-payment defaults
8
relating
to Senior Indebtedness in situations where there has not been an acceleration
of
Senior Indebtedness.
As
defined in the subordinated indenture, the term "Senior Indebtedness" means:
(1)
obligations (other than non-recourse obligations, the indebtedness issued under
the subordinated indenture and other indebtedness which is either effectively
by
its terms or expressly made subordinate to or pari
passu
with the
subordinated debt securities) of, or guaranteed (except to the extent our
payment obligations under any such guarantee are subordinate to or pari
passu
with the
subordinated debt securities) or assumed by, us for
· borrowed
money (including both senior and subordinated indebtedness for borrowed money
(other than the subordinated debt securities and other indebtedness which is
expressly made subordinate to or pari
passu
with the
subordinated debt securities)); or
· the
payment of money relating to any lease which is capitalized on our balance
sheet
in accordance with generally accepted accounting principles as in effect from
time to time; or
(2)
indebtedness evidenced by bonds, debentures, notes or other similar instruments,
and in each case, amendments, renewals, extensions, modifications and refundings
of any such indebtedness or obligations with Senior Indebtedness, whether
existing as of the date of the subordinated indenture or subsequently incurred
by us.
The
subordinated indenture will not limit the aggregate amount of Senior
Indebtedness that we may issue. At March 31, 2006, the outstanding Senior
Indebtedness of Great Plains Energy Incorporated totaled approximately $163.6
million.
Registration,
Transfer and Exchange. Unless
otherwise indicated in the applicable prospectus supplement, each series of
debt
securities, other than debt securities issued to a trust, will initially be
issued in the form of one or more global securities, in registered form, without
coupons, as described under "Book-Entry System." The global securities will
be
registered in the name of a depository, or its nominee, and deposited with,
or
on behalf of, the depository. Except in the circumstances described under
"Book-Entry System," owners of beneficial interests in a global security will
not be entitled to have debt securities registered in their names, will not
receive or be entitled to receive physical delivery of any debt securities
and
will not be considered the registered holders thereof under the applicable
indenture.
Debt
securities of any series will be exchangeable for other debt securities of
the
same series of any authorized denominations and of a like aggregate principal
amount and tenor. Subject to the terms of the applicable indenture and the
limitations applicable to global securities, debt securities may be presented
for exchange or registration of transfer-duly endorsed or accompanied by a
duly
executed instrument of transfer-at the office of any transfer agent we may
designate for such purpose, without service charge but upon payment of any
taxes
and other governmental charges, and upon satisfaction of such other reasonable
requirements as are described in the applicable indenture.
Unless
otherwise indicated in the applicable prospectus supplement, the transfer agent
will be the trustee under the applicable indenture. We may at any time designate
additional transfer agents or rescind the designation of any transfer agent
or
approve a change in the office through which any transfer agent acts, except
that we will be required to maintain a transfer agent in each place of payment
for the debt securities of each series.
9
Payment
and Paying Agents. Principal
of and interest and premium, if any, on debt securities issued in the form
of
global securities will be paid in the manner described under "Book-Entry System"
or as otherwise set forth in the applicable prospectus supplement.
Unless
otherwise indicated in the applicable prospectus supplement, the principal
of
and any premium and interest on debt securities of a particular series in the
form of certificated securities will be payable at the office of the applicable
trustee or at the authorized office of any paying agent or paying agents upon
presentation and surrender of such debt securities. We may at any time designate
additional paying agents or rescind the designation of any paying agent or
approve a change in the office through which any paying agent acts, except
that
we will be required to maintain a paying agent in each place of payment for
the
debt securities of a particular series. Unless otherwise indicated in the
applicable prospectus supplement, interest on the debt securities of a
particular series, other than interest at maturity, that are in the form of
certificated securities will be paid by check payable in clearinghouse funds
mailed to the person entitled thereto at such person's address as it appears
on
the register for such debt securities maintained by the applicable trustee.
All monies we pay to a trustee or a paying agent for the payment of the
principal of, and premium or interest, if any, on, any debt security which
remain unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to us, and the holder
of such debt security thereafter may look only to us for payment thereof.
However, any such payment shall be subject to escheat pursuant to state
abandoned property laws.
Redemption.
Any
terms
for the optional or mandatory redemption of the debt securities will be set
forth in the applicable prospectus supplement. Unless otherwise indicated in
the
applicable prospectus supplement, debt securities that are redeemable by us
will
be redeemable only upon notice by mail not less than 30 nor more than
60 days prior to the date fixed for redemption, and, if less than all the
debt securities of a series are to be redeemed, the particular debt securities
to be redeemed will be selected by such method as shall be provided for any
particular series, or in the absence of any such provision, by the trustee
in
such manner as it shall deem fair and appropriate.
Any
notice of redemption at our option may state that such redemption will be
conditional upon receipt by the trustee or the paying agent or agents, on or
prior to the dated fixed for such redemption, of money sufficient to pay the
principal of and premium, if any, and interest on, such debt securities and
that
if such money has not been so received, such notice will be of no force and
effect and we will not be required to redeem such debt securities.
Consolidation,
Merger and Sale or Disposition of Assets. We
may,
without the consent of the holders of any debt securities,
consolidate
with or merge into any other corporation or sell, transfer or otherwise dispose
of our properties as or substantially as an entirety to any person, provided
that:
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the
successor or transferee corporation or the person which receives
such
properties pursuant to such sale, transfer or other disposition is
a
corporation organized and existing under the laws of the United States
of
America, any state thereof or the District of
Columbia;
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the
successor or transferee corporation or the person which receives
such
properties pursuant to such sale, transfer or other disposition assumes
by
supplemental indenture the due and punctual payment of the principal
of
and premium and interest, if any, on all the debt securities outstanding
under each indenture and the performance of every covenant of each
indenture to be performed or observed by us;
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10
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we
have delivered to the trustees for such debt securities an officer's
certificate and an opinion of counsel as will be provided in each
of the
indentures; and
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immediately
after giving effect to the transaction, no event of default (see
"Events
of Default") or event that, after notice or lapse of time, or both,
would
become an event of default, shall have occurred and be
continuing.
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Upon
any
such consolidation, merger, sale, transfer or other disposition of our
properties (except transfers related to a lease of our properties) as or
substantially as an entirety, the successor corporation formed by such
consolidation or into which we are merged or the person to which such sale,
transfer or other disposition is made shall succeed to, and be substituted
for,
and may exercise every right and power of, us under the applicable indenture
with the same effect as if such successor corporation or person had been named
as us therein, and we will be released from all obligations under the applicable
indenture.
Certain
of the indentures for debt securities issued or to be issued by KCP&L
provide that the sale, conveyance or other transfer by KCP&L of its
facilities for the generation of electric energy to any affiliate of KCP&L,
shall not be subject to other restrictions on sales, conveyances, or other
transfers provided that the facilities shall not in the aggregate represent
assets with a depreciated value on the books of KCP&L in excess of 65% of
the depreciated value of KCP&L's total assets as set forth in its most
recent report filed on Form 10-K or 10-Q as of the date of the sale, conveyance,
or other transfer.
Modification.
Without
the consent of any holder of debt securities, the trustee for such debt
securities and we may enter into one or more supplemental indentures for any
of
the following purposes:
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to
supply omissions, cure any ambiguity or inconsistency or correct
or
supplement any defective or inconsistent provision, which actions,
in each
case, are not inconsistent with the applicable indenture or prejudicial
to
the interests of the holders of debt securities of any series in
any
material respect;
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to
change or eliminate any provision of the applicable indenture, provided
that any such change or elimination will become effective with respect
to
such series only when there is no debt security of such series outstanding
created prior to the execution of such supplemental indenture which
is
entitled to the benefit of such provision, or such change or elimination
is applicable only to debt securities of such series issued after
the
effective date of such change or elimination;
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to
establish the form or terms of debt securities of any series as permitted
by the applicable indenture;
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to
evidence the assumption of our covenants in the applicable indenture
and
the debt securities by any permitted successor;
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to
grant to or confer upon the trustee for any debt securities for the
benefit of the holders of such debt securities, any additional rights,
remedies, powers or authority;
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to
permit the trustee for any debt securities to comply with any duties
imposed upon it by law;
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to
specify further the duties and responsibilities of, and to define
further
the relationship among, the trustee for any debt securities, any
authenticating agent
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11
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and
any paying agent, and to evidence the succession of a successor
trustee as
permitted under the applicable
indenture;
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| · |
to
add to our covenants for the benefit of the holders of all or any
series
of outstanding debt securities, to add to the security of all debt
securities, to surrender any right or power conferred upon us by
the
applicable indenture or to add any additional events of default with
respect to all or any series of outstanding debt securities;
and
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to
make any other change that is not prejudicial to the holders of any
debt
securities.
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Except
as
provided above, the consent of the holders of a majority in aggregate principal
amount of either the senior debt securities or the subordinated debt securities,
as the case may be, of all series then outstanding, considered as one class,
is
required for the purpose of adding any provisions to, or changing in any manner,
or eliminating any of the provisions of, the applicable indenture pursuant
to
one or more supplemental indentures or of modifying or waiving in any manner
the
rights of the holders of the applicable debt securities; provided, however,
that
if less than all of the series of senior debt securities or subordinated debt
securities outstanding, as the case may be, are directly affected by a proposed
supplemental indenture, then the consent only of the holders of a majority
in
aggregate principal amount of the outstanding applicable debt securities of
all
series so directly affected, considered as one class, will be
required.
Notwithstanding
the foregoing, no such amendment or modification may, without the consent of
each holder of outstanding debt securities affected thereby:
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change
the maturity date of the principal of any debt security;
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reduce
the principal amount of, or premium payable on, any debt security;
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reduce
the rate of interest or change the method of calculating such
rate, or
extend the time of payment of interest, on any debt security;
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change
the coin or currency of any payment of principal of, or any premium
or
interest on any debt security;
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change
the date on which any debt security may be
redeemed;
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adversely
affect the rights of a holder to institute suit for the enforcement
of any
payment of principal of or any premium or interest on any debt
security;
or
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modify
the foregoing requirements or reduce the percentage of outstanding
debt
securities necessary to modify or amend the applicable indenture
or to
waive events of default.
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A
supplemental indenture which changes or eliminates any covenant or
other
provision of the applicable indenture or any other supplemental indenture
which
has expressly been included solely for the benefit of one or more series
of debt
securities, or which modifies the rights of the holders of debt securities
of
such series with respect to such covenant or provision, will be deemed
not to
affect the rights under the applicable indenture of the holders of
the debt
securities of any other series.
Events
of Default.
Unless
specifically deleted in a supplemental indenture or Board resolution
under which
a series of debt securities is issued, or modified in any such supplemental
indenture, each of the following will constitute an event of default
under the
senior indenture or
12
the
subordinated indenture with respect to senior debt securities or subordinated
debt securities, as the case may be, of any series:
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failure
to pay principal of or premium, if any, on any debt security of such
series, as the case may be, within one day after the same becomes
due and
payable;
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failure
to pay interest on the debt securities of such series within 30 days
after the same becomes due and payable;
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failure
to observe or perform any of our other covenants or agreements in
the
applicable indenture (other than a covenant or agreement solely for
the
benefit of one or more series of debt securities other than such
series)
for 60 days after written notice to us by the trustee or to us and
the trustee by the holders of at least 33% in aggregate principal
amount
of the outstanding debt securities of such series;
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certain
events of bankruptcy, insolvency, reorganization, assignment or
receivership; or
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any
other event of default specified in the applicable prospectus supplement
with respect to debt securities of a particular series.
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Additional
events of default with respect to a particular series of debt securities
may be
specified in a supplemental indenture or resolution of the Board of Directors
establishing that series.
No
event
of default with respect to the debt securities of a particular series
necessarily constitutes an event of default with respect to the debt securities
of any other series issued under the applicable indenture.
If
an
event of default with respect to any series of debt securities occurs and
is
continuing, then either the trustee for such series or the holders of a majority
in aggregate principal amount of the outstanding debt securities of such
series,
by notice in writing, may declare the principal amount of and interest on
all of
the debt securities of such series to be due and payable immediately; provided,
however, that if an event of default occurs and is continuing with respect
to
more than one series of debt securities under a particular indenture, the
trustee for such series or the holders of a majority in aggregate principal
amount of the outstanding debt securities of all such series, considered
as one
class, may make such declaration of acceleration and not the holders of the
debt
securities of any one of such series.
At
any
time after an acceleration with respect to the debt securities of any series
has
been declared, but before a judgment or decree for the payment of the money
due
has been obtained, the event or events of default giving rise to such
acceleration will be waived, and the acceleration will be rescinded and
annulled, if:
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we
pay or deposit with the trustee for such series a sum sufficient to
pay all matured installments of interest on all debt securities of
such
series, the principal of and premium, if any, on the debt securities
of
such series which have become due otherwise than by acceleration
and
interest thereon at the rate or rates specified in such debt securities,
interest upon overdue installments of interest at the rate or rates
specified in such debt securities, to the extent that payment of
such
interest is lawful, and all amounts due to the trustee for such series
under the applicable indenture; and
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any
other event or events of default with respect to the debt securities
of
such series, other than the nonpayment of the principal of and accrued
interest on the debt securities of such series which has become due
solely
by such acceleration, have been cured or waived as provided in the
applicable indenture.
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13
However,
no such waiver or rescission and annulment shall extend to or shall affect
any
subsequent default or impair any related right.
Subject
to the provisions of the applicable indenture relating to the duties of the
trustee in case an event of default shall occur and be continuing, the trustee
generally will be under no obligation to exercise any of its rights or powers
under the applicable indenture at the request or direction of any of the
holders
unless such holders have offered to the trustee reasonable security or indemnity
satisfactory to it. Subject to such provisions for the indemnification of
the
trustee and certain other limitations contained in the applicable indenture,
the
holders of a majority in aggregate principal amount of the outstanding debt
securities of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the trustee,
or
of exercising any trust or power conferred on the trustee, with respect to
the
debt securities of that series; provided, however, that if an event of default
occurs and is continuing with respect to more than one series of debt
securities, the holders of a majority in aggregate principal amount of the
outstanding debt securities of all those series, considered as one class,
will
have the right to make such direction, and not the holders of the debt
securities of any one series. Any direction provided by the holders shall
not be
in conflict with any rule of law or with the senior indenture or the
subordinated indenture, as the case may be, and will not involve the trustee
in
personal liability in circumstances where reasonable indemnity would not,
in the
trustee's sole discretion, be adequate and the trustee may take any other
action
it deems proper that is not inconsistent with such direction.
The
holders of a majority in aggregate principal amount of the outstanding debt
securities of any series may waive any past default or event of default under
the applicable indenture on behalf of all holders of debt securities of that
series with respect to the debt securities of that series, except a default
in
the payment of principal of or any premium or interest on such debt securities.
No holder of debt securities of any series may institute any proceeding with
respect to the applicable indenture, or for the appointment of a receiver
or a
trustee, or for any other remedy, unless such holder has previously given
to the
trustee for such series written notice of a continuing event of default with
respect to the debt securities of such series, the holders of a majority
in
aggregate principal amount of the outstanding debt securities of all series
in
respect of which an event of default has occurred and is continuing, considered
as one class, have made written request to the trustee for such series to
institute such proceeding and have offered reasonable indemnity, and the
trustee
for such series has failed to institute such proceeding within 60 days
after such notice, request and offer. Furthermore, no holder of debt securities
of any series will be entitled to institute any such action if and to the
extent
that such action would disturb or prejudice the rights of other holders of
those
debt securities.
Notwithstanding
the foregoing, each holder of debt securities of any series has the right,
which
is absolute and unconditional, to receive payment of the principal of and
premium and interest, if any, on such debt securities when due and to institute
suit for the enforcement of any such payment, and such rights may not be
impaired without the consent of that holder of debt securities.
The
trustee, within 90 days after the occurrence of a default actually known to
the trustee with respect to the debt securities of any series, is required
to
give the holders of the debt securities of that series notice of such default,
unless cured or waived, but, except in the case of default in the payment
of
principal of, or premium, if any, or interest on the debt securities of that
series, the trustee may withhold such notice if it determines in good faith
that
it is in the interest of such holders to do so. We will be required to deliver
to the trustees for the debt securities each year a certificate as to whether
or
not, to the knowledge of the officers signing such certificate, we are in
compliance with all conditions and covenants under the applicable indenture,
determined without regard to any period of grace or requirement of notice
under
such indenture.
14
Conversion
Rights.
Any
resolution of the Board of Directors or supplemental indenture establishing
a
series of debt securities may provide for conversion rights. We will describe
in
the applicable prospectus supplement the particular terms and conditions,
if
any, on which debt securities may be convertible into other securities.
These
terms will include the conversion rate, the conversion period, provisions
as to
whether conversion will be at our option or the option of the holder, events
requiring an adjustment of the conversion rate and provisions affecting
conversion in the event of the redemption of the debt securities. If we
issue
convertible debt securities, we will need to supplement the indenture to
add
applicable provisions regarding conversion.
Defeasance
and Discharge.
Unless
the applicable prospectus supplement states otherwise, we may elect either:
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(1)
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to
defease and be discharged from any and all obligations in respect
of the
debt securities of any series then outstanding under the applicable
indenture (except for certain obligations to register the transfer
or
exchange of the debt securities of such series, replace stolen,
lost or
mutilated notes, maintain paying agencies and hold monies for
payment in
trust); or
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(2)
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to
be released from the obligations of the senior indenture with
respect to
the senior debt securities of any series or the subordinated
indenture
with respect to the subordinated debt securities of any series
under any
covenants applicable to the debt securities of such series which
are
subject to covenant defeasance as described in the supplemental
indenture
or other instrument establishing such series.
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In
the
case of either (1) or (2), we are required to deposit, in trust, with the
applicable trustee money or U.S. government obligations, which through
the
payment of interest on those obligations and principal of those obligations
in
accordance with their terms will provide money, in an amount sufficient,
without
reinvestment, to pay all the principal of, premium, if any, and interest
on the
debt securities of such series on the dates payments are due (which may
include
one or more redemption dates designated by us). This trust may only be
established if, among other things, (A) no event of default or event which
with the giving of notice or lapse of time, or both, would become an event
of
default under the applicable indenture has occurred and is continuing on
the
date of the deposit, and 91 days have passed after the deposit has been
made
and, during such 91-day period, no bankruptcy-related default has occurred
and
is continuing, (B) the deposit will not cause the trustee to have any
conflicting interest with respect to our other securities and (C) we have
delivered an opinion of counsel to the effect that the holders will not
recognize income, gain or loss for federal income tax purposes (and, in
the case
of paragraph (1) above, such opinion of counsel is based on a ruling of the
Internal Revenue Service or other change in applicable federal income tax
law)
as a result of the deposit or defeasance and will be subject to federal
income
tax in the same amounts, in the same manner and at the same times as if
the
deposit and defeasance had not occurred.
We
may
exercise our defeasance option under paragraph (1) with respect to debt
securities of any series notwithstanding our prior exercise of our covenant
defeasance option under paragraph (2). If we exercise our defeasance option
for debt securities of any series, payment of the debt securities of such
series
may not be accelerated because of a subsequent event of default. If we
exercise
our covenant defeasance option for debt securities of any series, payment
of the
debt securities of such series may not be accelerated by reference to a
subsequent breach of any of the covenants noted under paragraph (2). In the
event we fail to comply with our remaining obligations with respect to
the debt
securities of any series under the applicable indenture after exercising
our
covenant defeasance option and the debt securities of
15
such
series are declared due and payable because of the subsequent occurrence
of any
event of default, the amount of money and U.S. government obligations
on deposit
with the trustee may be insufficient to pay amounts due on the debt securities
of such series at the time of the acceleration resulting from that event
of
default. However, we will remain liable for those payments.
Resignation
or Removal of Trustee. The
trustee may resign at any time upon written notice to us specifying the
day upon
which the resignation is to take effect and such resignation will take
effect
immediately upon the later of the appointment of a successor trustee
and such
specified day. The trustee may be removed at any time with respect to
debt
securities of any series by an instrument or concurrent instruments in
writing
filed with the trustee and signed by the holders, or their attorneys-in-fact,
of
a majority in aggregate principal amount of that series of debt securities
then
outstanding. In addition, so long as no event of default or event which,
with
the giving of notice or lapse of time or both, would become an event
of default
has occurred and is continuing, we may remove the trustee upon notice
to the
holder of each debt security outstanding and the trustee, and appointment
of a
successor trustee.
Concerning
the Trustee for Senior Debt Securities.
As of
March 31, 2006, BNY Midwest Trust Company, which is the trustee under
the senior
indenture, and its affiliates were the trustees for $163.6 million of
our
unsecured debt, and $937.4 million of KCP&L's secured and unsecured debt,
under seven separate indentures. One of BNY Midwest’s affiliates, The Bank of
New York, is also a lender under Great Plains Energy Incorporated’s revolving
credit agreement and under a revolving credit agreement with KCP&L. The Bank
of New York is also a depository for funds and performs other services
for, and
transacts other banking business with our affiliates and us in the normal
course
and may do so in the future. Each
indenture will provide that our obligations to compensate the trustee
and
reimburse the trustee for expenses, disbursements and advances will be
secured
by a lien prior to that of the applicable debt securities upon the property
and
funds held or collected by the trustee as such.
Governing
Law.
The
senior indenture is, and any senior debt securities will be, governed
by New
York law. The subordinated indenture and any subordinated debt securities
will
be governed by New York law.
DESCRIPTION
OF COMMON STOCK
General.
The
following descriptions of our common stock and the relevant provisions
of our
Articles of Incorporation and by-laws are summaries and are qualified
by
references to our Articles of Incorporation and by-laws which have been
previously filed with the SEC and are exhibits to this registration statement,
of which this prospectus is a part, as well as the applicable Missouri
General
and Business Corporation Law.
Under
our
Articles of Incorporation, we are authorized to issue 162,962,000 shares
of
stock, divided into classes as follows:
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390,000
shares of Cumulative Preferred Stock with a par value of
$100;
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1,572,000
shares of Cumulative No Par Preferred Stock with no par
value;
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| · |
11,000,000
shares of Preference Stock with no par value;
and
|
| · |
150,000,000
shares of Common Stock with no par value.
|
At
May 1,
2006, 390,000 shares of Cumulative Preferred Stock and 74,904,567 shares
of
common stock were outstanding. No shares of Cumulative No Par Preferred
Stock or
Preference Stock are currently outstanding but such shares may be issued
from
time to time in
16
accordance
with the Articles of Incorporation. The voting powers, designations,
preferences, rights and qualifications, limitations, or restrictions of any
series of Preference Stock are set by our board of directors when it is
issued.
Dividend
Rights and Limitations.
The
holders of our common stock are entitled to receive such dividends as our board
of directors may from time to time declare, subject to any rights of the holders
of our preferred and preference stock. Our ability to pay dividends depends
primarily upon the ability of our subsidiaries to pay dividends or otherwise
transfer funds to us.
Except
as
otherwise authorized by consent of the holders of at least two-thirds of the
total number of shares of the total outstanding shares of Cumulative Preferred
Stock and Cumulative No Par Preferred Stock, we may not pay or declare any
dividends on common stock, other than dividends payable in common stock, or
make
any distributions on, or purchase or otherwise acquire for value, any shares
of
common stock if, after giving effect thereto, the aggregate amount expended
for
such purposes during the 12 months then ended (a) exceeds 50% of net income
available for dividends on Preference Stock and common stock for the preceding
12 months, in case the total of Preference Stock and common stock equity would
be reduced to less than 20% of total capitalization, or (b) exceeds 75% of
such
net income in case such equity would be reduced to between 20% and 25% of total
capitalization, or (c) except to the extent permitted in subparagraphs (a)
and
(b), would reduce such equity below 25% of total capitalization.
Subject
to certain limited exceptions, no dividends may be declared or paid on common
stock and no common stock may be purchased or redeemed or otherwise retired
for
consideration (a) unless all past and current dividends on Cumulative Preferred
Stock and Cumulative No Par Preferred Stock have been paid or set apart for
payment and (b) except to the extent of retained earnings (earned surplus).
Voting
Rights.
Except
as otherwise provided by law and subject to the voting rights of the outstanding
Cumulative Preferred Stock, Cumulative No Par Preferred Stock, and Preference
Stock, the holders of our common stock have the exclusive right to vote for
all
general purposes and for the election of directors through cumulative voting.
This means each shareholder has a total vote equal to the number of shares
they
own multiplied by the number of directors to be elected. These votes may be
divided among all nominees equally or may be voted for one or more of the
nominees either in equal or unequal amounts. The nominees with the highest
number of votes are elected.
The
consent of specified percentages of holders of outstanding shares of Cumulative
Preferred Stock and Cumulative No Par Preferred Stock is required to authorize
certain actions which may affect their interests; and if, at any time, dividends
on any of the outstanding shares of Cumulative Preferred Stock and Cumulative
No
Par Preferred Stock shall be in default in an amount equivalent to four or
more
full quarterly dividends, the holders of outstanding shares of all preferred
stock, voting as a single class, shall be entitled (voting cumulatively) to
elect the smallest number of directors necessary to constitute a majority of
the
full Board of Directors, which right shall continue in effect until all dividend
arrearages shall have been paid.
Liquidation
Rights.
In the
event of any dissolution or liquidation of Great Plains Energy Incorporated,
after there shall have been paid to or set aside for the holders of shares
of
outstanding Cumulative Preferred Stock, Cumulative No Par Preferred Stock,
and
Preference Stock the full preferential amounts to which they are respectively
entitled, the holders of outstanding shares of common stock shall be entitled
to
receive pro rata, according to the number of shares held by each, the remaining
assets available for distribution.
17
Miscellaneous.
The
outstanding shares of common stock are, and the shares of common stock sold
hereunder will be, upon payment for them, fully paid and nonassessable. The
holders of our common stock are not entitled to any preemptive or preferential
rights to subscribe for or purchase any part of any new or additional issue
of
stock or securities convertible into stock. Our common stock does not contain
any redemption provisions or conversion rights.
Transfer
Agent and Registrar.
UMB
Bank, N.A. acts as transfer agent and registrar for our common stock.
Business
Combinations.
The
affirmative vote of the holders of at least 80% of the outstanding shares of
common stock is required for the approval or authorization of certain business
combinations with interested shareholders; provided, however, that such 80%
voting requirement shall not be applicable if:
| · |
the
business combination shall have been approved by a majority of the
continuing directors; or
|
| · |
the
cash or the fair market value of the property, securities, or other
consideration to be received per share by holders of the common stock
in
such business combination is not less than the highest per-share
price
paid by or on behalf of the acquiror for any shares of common stock
during
the five-year period preceding the announcement of the business
combination.
|
Listing.
The
common stock of Great Plains Energy Incorporated is listed on the New York
Stock
Exchange under the symbol "GXP."
DESCRIPTION
OF STOCK PURCHASE CONTRACTS AND
STOCK
PURCHASE UNITS OR WARRANTS FOR STOCK
We
may
issue stock purchase contracts, including contracts obligating holders to
purchase from us, and obligating us to sell to the holders shares of our common
stock at a future date or dates. We may fix the price and the number of shares
of common stock subject to the stock purchase contract at the time we issue
the
stock purchase contracts or we may provide that the price and number of shares
of common stock will be determined by reference to a specific formula set forth
in the stock purchase contracts. The stock purchase contracts may be issued
separately or as part of units, often known as stock purchase units, consisting
of a stock purchase contract and:
| · |
our
senior debt securities or subordinated debt securities,
|
| · |
debt
obligations of third parties, including U.S. treasury securities,
|
securing
the holders' obligations to purchase the common stock under the stock purchase
contracts. The stock purchase contracts may require us to make periodic payments
to the holders of the stock purchase units or vice versa, and these payments
may
be unsecured or prefunded on some basis. The stock purchase contracts may
require holders to secure their obligations under those contracts in a specified
manner and, in certain circumstances, we may deliver newly issued prepaid stock
purchase contracts, often known as prepaid securities, upon release to a holder
of any collateral securing such holder's obligation under the original stock
purchase contract.
The
applicable prospectus supplement will describe the terms of the stock purchase
contracts or stock purchase units, including, if applicable, collateral or
depositary arrangements. The
18
description
in the applicable prospectus supplement will not contain all of the information
you may find useful and reference will be made to the stock purchase contracts
or stock purchase units and, if applicable, the collateral or depository
arrangement relating to the stock purchase contracts or stock purchase
units.
We
may
also issue warrants to purchase our common stock with the terms of such warrants
and any related warrant agreement between us and a warrant agent being described
in a prospectus supplement.
BOOK-ENTRY
SYSTEM
Unless
otherwise indicated in the applicable prospectus supplement, each series of
debt
securities will initially be issued in the form of one or more global
securities, in registered form, without coupons. The global security will be
deposited with, or on behalf of, the depository, and registered in the name
of
the depository or a nominee of the depository. Unless otherwise indicated in
the
applicable prospectus supplement, the depository for any global securities
will
be The Depository Trust Company ("DTC").
So
long
as the depository, or its nominee, is the registered owner of a global security,
such depository or such nominee, as the case may be, will be considered the
owner of such global security for all purposes under the applicable indenture,
including for any notices and voting. Except in limited circumstances, the
owners of beneficial interests in a global security will not be entitled to
have
securities registered in their names, will not receive or be entitled to receive
physical delivery of any such securities and will not be considered the
registered holder thereof under the applicable indenture. Accordingly, each
person holding a beneficial interest in a global security must rely on the
procedures of the depository and, if such person is not a direct participant,
on
procedures of the direct participant through which such person holds its
interest, to exercise any of the rights of a registered owner of such security.
Global
securities may be exchanged in whole for certificated securities only if the
depository notifies us that it is unwilling or unable to continue as depository
for the global securities or the depository has ceased to be a clearing agency
registered under the Exchange Act and, in either case, we thereupon fail to
appoint a successor depository within 90 days. We may decide to discontinue
use of the system of book-entry-only transfers through DTC (or a successor
securities depository).
In
any
such case, we have agreed to notify the applicable trustee in writing that,
upon
surrender by the direct participants and indirect participants of their interest
in such global securities, certificated securities representing the applicable
securities will be issued to each person that such direct participants and
indirect participants and the depository identify as being the beneficial owner
of such securities.
The
following is based solely on information furnished by DTC:
DTC
will
act as depository for the global securities. The global securities will be
issued as fully-registered securities registered in the name of Cede &
Co. (DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered global security
certificate will be issued for each issue of the global securities, each in
the
aggregate principal amount of such issue and will be deposited with DTC. If,
however, the aggregate principal amount of any issue of a series of debt
securities exceeds $500 million, one certificate will be issued with respect
to
each $500 million of principal amount and an additional certificate will be
issued with respect to any remaining principal amount of such
series.
19
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 direct participants deposit with DTC.
DTC
also facilitates the post-trade settlement among direct participants of sales
and other securities transactions, in deposited securities through electronic
computerized book-entry transfers and pledges between direct participants'
accounts, thereby eliminating the need for physical movement of securities
certificates.
Direct
participants include both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations.
DTC is a wholly-owned subsidiary of The Depository Trust & Clearing
Corporation ("DTCC"). DTCC, in turn, is owned by a number of direct participants
of DTC and Members of the National Securities Clearing Corporation, Fixed
Income
Clearing Corporation, and Emerging Markets Clearing Corporation (NSCC, FICC,
and
EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange,
Inc., the American Stock Exchange LLC, and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to others
such as both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies and clearing corporations that clear through or maintain a custodial
relationship with a direct participant, either directly or indirectly, which
are
referred to as indirect participants and, together with the direct participants,
the participants. The rules applicable to DTC and its participants are on
file
with the SEC.
Purchases
of global securities under the DTC system must be made by or through direct
participants, who will receive a credit for such purchases of global securities
on DTC's records. The ownership interest of each actual purchaser of each
global
security, or beneficial owner, is in turn to be recorded on the direct and
indirect participants' records. Beneficial owners will not receive written
confirmation from DTC of their purchase. Beneficial owners, however, are
expected to receive written confirmations providing details of the transaction,
as well as periodic statements of their holdings, from the direct or indirect
participant through which the beneficial owner entered into the transaction.
Transfers of ownership interests in the global securities are to be accomplished
by entries made on the books of direct and indirect participants acting on
behalf of beneficial owners. Beneficial owners will not receive certificates
representing their ownership interests in the global securities, except in
the
event that use of the book-entry system for the global securities is
discontinued.
To
facilitate subsequent transfers, all global securities deposited by direct
participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of global securities with DTC and their
registration in the name of Cede & Co. or such other DTC nominee do not
effect any change in beneficial ownership. DTC has no knowledge of the actual
beneficial owners of the global securities; DTC's records reflect only the
identity of the direct participants to whose accounts such global securities
are
credited which may or may not be the beneficial owners. The direct and indirect
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 direct participants and indirect
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. Beneficial owners of global securities may wish to take certain
steps to augment transmission to them of notices of significant events with
respect to the global securities, such as redemptions, tenders, defaults,
and
proposed amendments to the security documents. For example, beneficial owners
of
global
20
securities
may wish to ascertain that the nominee holding the global securities for
their
benefit has agreed to obtain and transmit notices to beneficial owners, in
the
alternative, beneficial owners may wish to provide their names and addresses
to
the registrar and request that copies of the notices be provided directly
to
them.
If
the
global securities are redeemable, redemption notices shall be sent to DTC.
If
less than all of the global securities are being redeemed, DTC's practice
is to
determine by lot the amount of the interest of each direct participant in
such
issue to be redeemed.
Neither
DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote
with respect to the global securities unless authorized by a direct participant
in accordance with DTC's procedures. Under its usual procedures, DTC mails
an
omnibus proxy to us as soon as possible after the record date. The omnibus
proxy
assigns Cede & Co.'s consenting or voting rights to those direct
participants whose accounts the global securities are credited on the record
date, identified in a listing attached to the omnibus proxy.
Principal,
distributions, interest and premium payments, if any, on the global securities
will be made to Cede & Co., or such other nominee as may be requested
by an authorized representative of DTC. DTC's practice is to credit direct
participants' accounts upon DTC's receipt of funds and corresponding detail
information from us or the trustee for such securities, on payable date in
accordance with their respective holdings shown on DTC's records. 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, the trustee for such
securities, or us, subject to any statutory or regulatory requirements as
may be
in effect from time to time. Payment of principal, distributions, interest
and
premium, if any, on any of the aforementioned securities represented by global
securities to DTC is the responsibility of the appropriate trustee and us.
Disbursement of such payments to direct participants shall be the responsibility
of DTC, and disbursement of such payments to the beneficial owners shall
be the
responsibility of the participants.
The
information in this section concerning DTC and DTC's book-entry system has
been
obtained from sources, including DTC, that we believe to be reliable, but
we
take no responsibility for the accuracy thereof.
The
underwriters, dealers or agents of any of the securities may be direct
participants of DTC.
None
of the trustees, us or any agent for payment on or registration of transfer
or
exchange of any global security will have any responsibility or liability
for
any aspect of the records relating to or payments made on account of beneficial
interests in such global security or for maintaining, supervising or reviewing
any records relating to such beneficial interests.
21
PLAN
OF DISTRIBUTION
We
may
sell the securities:
| · |
through
underwriters or dealers;
|
| · |
through
any combination of the above.
|
The
applicable prospectus supplement will set forth the terms under which the
securities are offered, including the name or names of any underwriters,
dealers
or agents, the purchase price of the securities and the proceeds to us
from the
sale, any underwriting discounts and other items constituting underwriters'
compensation, any initial offering price and any discounts, commissions
or
concessions allowed or reallowed or paid to dealers.
Any
initial offering price and any discounts, concessions or commissions allowed
or
reallowed or paid to dealers may be changed from time to time.
If
underwriters are used in an offering, the securities will be acquired by
the
underwriters or dealers for their own account and may be resold from time
to
time in one or more transactions, including negotiated transactions, at
a fixed
public offering price or at varying prices determined at the time of sale.
The
securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or
more of
those firms. The specific managing underwriter or underwriters, if any,
will be
named in the prospectus supplement relating to the particular securities
together with the members of the underwriting syndicate, if any. Unless
otherwise set forth in the applicable prospectus supplement, the obligations
of
the underwriters to purchase the particular securities will be subject
to
certain conditions precedent and the underwriters will be obligated to
purchase
all of the securities being offered if any are purchased.
We
may
sell the securities directly or through agents we designate from time to
time.
The applicable prospectus supplement will set forth the name of any agent
involved in the offer or sale of the securities in respect of which such
prospectus supplement is delivered and any commissions payable by us to
such
agent. Unless otherwise indicated in the applicable prospectus supplement,
any
agent will be acting on a best efforts basis for the period of its
appointment.
We
may
also enter into derivative transactions with third parties, or sell securities
not covered by this prospectus to third parties in privately negotiated
transactions. If the applicable prospectus supplement indicates, in connection
with those derivatives, the third parties may sell securities covered by
this
prospectus and the applicable prospectus supplement, including in short
sale
transactions. If so, the third parties may use securities pledged by us
or
borrowed from us or others to settle those sales or to close out any related
open borrowings of stock, and may use securities received from us in settlement
of those derivatives to close out any related open borrowings of stock.
The
third parties in such sale transactions will be underwriters and, if not
identified in this prospectus, will be identified in the applicable prospectus
supplement.
In
order
to facilitate the offering of the securities under this prospectus, any
underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of the securities or any other securities the prices of
which
may be used to determine payments on such securities. Specifically, any
underwriters may overallot in connection with the offering, creating a
short
position for their own accounts. In addition, to cover overallotments or
to
stabilize the price of the securities or of any such other securities,
the
underwriters may bid for, and purchase, the
22
securities
or any such other securities in the open market. Finally, in any offering
of the
securities through a syndicate of underwriters, the underwriting syndicate
may
reclaim selling concessions allowed to an underwriter or a dealer for
distributing the securities in the offering if the syndicate repurchases
previously distributed securities 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 securities above independent
market levels. Any such underwriters are not required to engage in these
activities and may end any of these activities at any time.
One
or
more firms, referred to as "remarketing firms," may also offer or sell
the
securities, if the prospectus supplement so indicates, in connection with
a
remarketing arrangement upon their purchase. Remarketing firms will act
as
principals for their own accounts or as agents for us. These remarketing
firms
will offer or sell the securities in accordance with a redemption or repayment
pursuant to the terms of the securities. The prospectus supplement will
identify
any remarketing firm and the terms of its agreement, if any, with us and
will
describe the remarketing firm's compensation. Remarketing firms may be
deemed to
be underwriters in connection with the securities they remarket. Remarketing
firms may be entitled under agreements that may be entered into with us
to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act of 1933, as amended, and may be customers of,
engage in
transactions with or perform services for us in the ordinary course of
business.
Any
underwriters, dealers or agents participating in the distribution of the
securities may be deemed to be underwriters and any discounts or commissions
received by them on the sale or resale of the securities may be deemed
to be
underwriting discounts and commissions under the Securities Act. Agents,
dealers
and underwriters may be entitled, under agreements entered into with us,
to
indemnification by us against certain liabilities, including liabilities
under
the Securities Act, and to contribution with respect to payments which
the
agents, dealers or underwriters may be required to make in respect of these
liabilities. Agents, dealers and underwriters may engage in transactions
with or
perform services for us and our affiliates in the ordinary course of business.
Unless
otherwise specified in a prospectus supplement, except for our common stock,
which is listed on the New York Stock Exchange, the securities will not
be
listed on a national securities exchange. No assurance can be given that
any
broker-dealer will make a market in any series of the securities, and,
in any
event, no assurance can be given as to the liquidity of the trading market
for
any of the securities.
LEGAL
MATTERS
Unless
otherwise specified in the applicable prospectus supplement, legal matters
with
respect to the securities offered under this prospectus will be passed
upon for
us by Mark English, General Counsel and Assistant Secretary, and Sidley
Austin
LLP, counsel for the Company, and for the underwriters, dealers, purchasers,
or
agents by Davis Polk & Wardwell, 1600 El Camino Real, Menlo Park, California
94025. At May 1, 2006, Mr. English owned beneficially 1,312 shares of our
common
stock, including restricted stock and 4,355 performance shares, which may
be
paid in shares of common stock at a later date based on our performance.
23
EXPERTS
The
consolidated financial statements, the related financial statement schedules
and
management’s report on the effectiveness of internal control over financial
reporting incorporated in this prospectus by reference from the Annual Report
on
Form 10-K of Great Plains Energy Incorporated have been audited by
Deloitte & Touche LLP, an independent registered public accounting
firm, as stated in their reports (which reports (1) express an unqualified
opinion on the consolidated financial statements and financial statement
schedules and include an explanatory paragraph regarding the adoption of a
new
accounting standard and revisions made to the consolidated statements of cash
flows for the years ended December 31, 2004 and 2003, (2) express an unqualified
opinion on management’s assessment regarding the effectiveness of internal
control over financial reporting, and (3) express an unqualified opinion on
the
effectiveness of internal control over financial reporting), which are
incorporated herein by reference, and have been so incorporated in reliance
upon
the reports of such firm given upon their authority as experts in accounting
and
auditing.
24
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
Expenses
payable by Registrant for the sale of the Securities, other than underwriting
discount and commissions, are estimated as follows:
|
Securities
and Exchange Commission Registration Fee
|
$
|
________
|
*
|
|
Legal
Fees and Expenses (including Blue Sky Fees)
|
|
250,000.00
|
|
|
Accounting
Fees and Expenses
|
|
50,000.00
|
|
|
Printing
of Registration Statement, Prospectus, Bonds, etc.
|
|
100,000.00
|
|
|
Trustee’s
Fees and Expenses
|
|
50,000.00
|
|
|
Rating
Agency Fees
|
|
325,000.00
|
|
|
Miscellaneous
|
|
100,000.00
|
|
|
Total
|
$
|
875,000.00
|
|
* An
unutilized filing fee of $21,665.70 previously paid in connection with
Registration Statement No. 333-114486 filed on April 15, 2004 is being applied
to the fee payable pursuant to this Registration Statement pursuant to Rule
457(p) of the Securities Act. The payment of any additional filing fee is
deferred pursuant to Rules 456(b) and 457(r).
_______________
Item
15. Indemnification of Directors and Officers.
Missouri
Revised Statutes (RSMo) Section 351.355 (2005) provides as follows:
1. A
corporation created under the laws of this state may indemnify any person
who
was or is a party or is threatened to be made a party to any threatened,
pending
or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative, other than an action by or in the right
of the
corporation, by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit,
or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation,
and,
with respect to any criminal action or proceeding, had no reasonable cause
to
believe his or her conduct was unlawful. The termination of any action, suit,
or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo
contendere or its equivalent, shall not, of itself, create a presumption
that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation,
and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
II-1
2.
The
corporation may indemnify any person who was or is a party or is threatened
to
be made a party to any threatened, pending or completed action or suit by
or in
the right of the corporation to procure a judgment in its favor by reason
of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint
venture, trust or other enterprise against expenses, including attorneys'
fees,
and amounts paid in settlement actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he or
she
acted in good faith and in a manner he or she reasonably believed to be in
or
not opposed to the best interests of the corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as
to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duty to the corporation unless
and
only to the extent that the court in which the action or suit was brought
determines upon application that, despite the adjudication of liability and
in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
3.
Except
as
otherwise provided in the articles of incorporation or the bylaws, to the
extent
that a director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in subsections 1 and 2 of this section, or in defense
of
any claim, issue or matter therein, he or she shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by
him in
connection with the action, suit, or proceeding.
4.
Any
indemnification under subsections 1 and 2 of this section, unless ordered
by a
court, shall be made by the corporation only as authorized in the specific
case
upon a determination that indemnification of the director, officer, employee
or
agent is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in this section. The determination shall be
made
by the board of directors by a majority vote of a quorum consisting of directors
who were not parties to the action, suit, or proceeding, or if such a quorum
is
not obtainable, or even if obtainable a quorum of disinterested directors
so
directs, by independent legal counsel in a written opinion, or by the
shareholders.
5.
Expenses
incurred in defending a civil or criminal action, suit or proceeding may
be paid
by the corporation in advance of the final disposition of the action, suit,
or
proceeding as authorized by the board of directors in the specific case upon
receipt of an undertaking by or on behalf of the director, officer, employee
or
agent to repay such amount unless it shall ultimately be determined that
he or
she is entitled to be indemnified by the corporation as authorized in this
section.
6.
The
indemnification provided by this section shall not be deemed exclusive of
any
other rights to which those seeking indemnification may be entitled under
the
articles of incorporation or bylaws or any agreement, vote of shareholders
or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office,
and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
7.
A
corporation created under the laws of this state shall have the power to
give
any further indemnity, in addition to the indemnity authorized or contemplated
under other subsections of this section, including subsection 6, to any person
who is or was a director,
II-2
officer,
employee or agent, or to any person who is or was serving at the request of
the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, provided such further
indemnity is either (i) authorized, directed, or provided for in the articles
of
incorporation of the corporation or any duly adopted amendment thereof or (ii)
is authorized, directed, or provided for in any bylaw or agreement of the
corporation which has been adopted by a vote of the shareholders of the
corporation, and provided further that no such indemnity shall indemnify any
person from or on account of such person's conduct which was finally adjudged
to
have been knowingly fraudulent, deliberately dishonest or willful misconduct.
Nothing in this subsection shall be deemed to limit the power of the corporation
under subsection 6 of this section to enact bylaws or to enter into agreements
without shareholder adoption of the same.
8. The
corporation may purchase and maintain insurance or another arrangement on behalf
of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
or
her and incurred by him or her in any such capacity, or arising out of his
or
her status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this section.
Without limiting the power of the corporation to procure or maintain any kind
of
insurance or other arrangement the corporation may for the benefit of persons
indemnified by the corporation create a trust fund, establish any form of self
insurance, secure its indemnity obligation by grant of a security interest
or
other lien on the assets of the corporation, or establish a letter of credit,
guaranty, or surety arrangement. The insurance or other arrangement may be
procured, maintained, or established within the corporation or with any insurer
or other person deemed appropriate by the board of directors regardless of
whether all or part of the stock or other securities of the insurer or other
person are owned in whole or in part by the corporation. In the absence of
fraud
the judgment of the board of directors as to the terms and conditions of the
insurance or other arrangement and the identity of the insurer or other person
participating in an arrangement shall be conclusive and the insurance or
arrangement shall not be voidable and shall not subject the directors approving
the insurance or arrangement to liability on any ground regardless of whether
directors participating in the approval are beneficiaries of the insurance
arrangement.
9. Any
provision of this chapter to the contrary notwithstanding, the provisions of
this section shall apply to all existing and new domestic corporations,
including but not limited to banks, trust companies, insurance companies,
building and loan associations, savings bank and safe deposit companies,
mortgage loan companies, corporations formed for benevolent, religious,
scientific or educational purposes and nonprofit corporations.
10. For
the
purpose of this section, references to "the corporation" include all constituent
corporations absorbed in a consolidation or merger as well as the resulting
or
surviving corporation so that any person who is or was a director, officer,
employee or agent of such a constituent corporation or is or was serving at
the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this section
with respect to the resulting or surviving corporation as he or she would if
he
or she had served the resulting or surviving corporation in the same capacity.
11. For
purposes of this section, the term "other enterprise" shall include employee
benefit plans; the term "fines" shall include any excise taxes assessed on
a
person with respect
II-3
to
an
employee benefit plan; and the term "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in
a
manner he or she reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted
in a
manner "not opposed to the best interests of the corporation" as referred to
in
this section.
The
officers and directors of the Company have entered into indemnification
agreements with the Company indemnifying such officers and directors to the
extent allowed under the above RSMo Section 351.355 (2005).
Article
XIII of the Articles of Incorporation of the Company provides as follows:
ARTICLE
THIRTEENTH. (a) Right to Indemnification. Each person who was or is made a
party
or is threatened to be made a party to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
he
or she is or was a director or officer of the Company or is or was an employee
of the Company acting within the scope and course of his or her employment
or is
or was serving at the request of the Company as a director, officer, employee
or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, shall
be
indemnified and held harmless by the Company to the fullest extent authorized
by
The Missouri General and Business Corporation Law, as the same exists or may
hereafter be amended, against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid to or to be paid in settlement) actually and reasonably incurred by such
person in connection therewith. The Company may in its discretion by action
of
its Board of Directors provide indemnification to agents of the Company as
provided for in this ARTICLE THIRTEENTH. Such indemnification shall continue
as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and administrators.
(b)
Rights Not Exclusive. The indemnification and other rights provided by this
ARTICLE THIRTEENTH shall not be deemed exclusive of any other rights to which
a
person may be entitled under any applicable law, By-laws of the Company,
agreement, vote of shareholders or disinterested directors or otherwise, both
as
to action in such person's official capacity and as to action in any other
capacity while holding the office of director or officer, and the Company is
hereby expressly authorized by the shareholders of the Company to enter into
agreements with its directors and officers which provide greater indemnification
rights than that generally provided by The Missouri General and Business
Corporation Law; provided, however, that no such further indemnity shall
indemnify any person from or on account of such director's or officer's conduct
which was finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct. Any such agreement providing for further
indemnity entered into pursuant to this ARTICLE THIRTEENTH after the date of
approval of this ARTICLE THIRTEENTH by the Company's shareholders need not
be
further approved by the shareholders of the Company in order to be fully
effective and enforceable.
(c)
Insurance. The Company may purchase and maintain insurance on behalf of any
person who was or is a director, officer, employee or agent of the Company,
or
was or is serving at the request of the Company as a director, officer, employee
or agent of another company, partnership, joint venture, trust or other
enterprise against any liability asserted against or
II-4
incurred
by such person in any such capacity, or arising out of his or her status as
such, whether or not the Company would have the power to indemnify such person
against such liability under the provisions of this ARTICLE THIRTEENTH.
(d)
Amendment. This ARTICLE THIRTEENTH may be hereafter amended or repealed;
however, no amendment or repeal shall reduce, terminate or otherwise adversely
affect the right of a person entitled to obtain indemnification or an advance
of
expenses with respect to an action, suit or proceeding that pertains to or
arises out of actions or omissions that occur prior to the later of (a) the
effective date of such amendment or repeal; (b) the expiration date of such
person's then current term of office with, or service for, the Company (provided
such person has a stated term of office or service and completes such term);
or
(c) the effective date such person resigns his or her office or terminates
his
or her service (provided such person has a stated term of office or service
but
resigns prior to the expiration of such term).
Pursuant
to RsMO Section 351.355 and the Articles of Incorporation of the Company, the
Company maintains directors’ and officers’ liability coverage.
II-5
Item
16. List of Exhibits.
|
Exhibit
Number
|
|
Description
of Exhibit
|
| |
|
|
|
1.1
|
+
|
Form
of Underwriting Agreement for debt securities.
|
|
|
|
|
|
1.2
|
+
|
Form
of Underwriting Agreement for common stock.
|
|
|
|
|
|
1.3
|
+
|
Form
of Underwriting Agreement for stock purchase units.
|
| |
|
|
|
1.4
|
+
|
Form
of Underwriting Agreement for warrants.
|
|
|
|
|
|
4.1
|
**
|
Articles
of Incorporation of Great Plains Energy Incorporated dated as of
February 26, 2001 (Exhibit 3.i to Form 8-K filed October 1,
2001).
|
|
|
|
|
|
4.2
|
**
|
By-laws
of Great Plains Energy Incorporated, as amended September 16, 2003
(Exhibit 3.1 to Form 10-Q for the period ended September 30,
2003).
|
| |
|
|
|
4.3
|
**
|
Indenture,
dated June 1, 2004, between Great Plains Energy Incorporated and
BNY
Midwest Trust Company, as trustee, for senior debt securities (Exhibit
4.4
to Form 8-A/A filed June 14, 2004).
|
|
|
|
|
|
4.4
|
+
|
Form
of supplemental indenture or other instrument establishing the
issuance of
one or more series of senior debt securities (including the form
of senior
debt security).
|
|
|
|
|
|
4.5
|
**
|
Form
of Indenture of Great Plains Energy Incorporated for subordinated
debt
securities (Exhibit 4.e to Form S-3 filed April 15,
2004).
|
|
|
|
|
|
4.6
|
+
|
Form
of supplemental indenture or other instrument establishing the
issuance of
one or more series of subordinated debt securities (including the
form of
subordinated debt security).
|
|
|
|
|
|
4.7
|
+
|
Form
of Stock Purchase Contract Agreement.
|
|
|
|
|
|
4.8
|
+
|
Form
of Pledge Agreement.
|
|
|
|
|
|
4.9
|
+
|
Form
of Warrant Agreement (including the form of warrant).
|
|
|
|
|
|
5
|
*
|
Opinion
of Mark English, General Counsel and Assistant Secretary of Great
Plains
Energy Incorporated, regarding the legality of the
securities.
|
II-6
|
12
|
**
|
Schedule
of computation of ratio of earnings to fixed charges for the three months
ended March 31, 2006 and the years ended December 31, 2005, 2004,
2003,
2002, and 2001 (Exhibit 12.1 to Quarterly Report on Form 10-Q for
the
quarterly period ended March 31, 2006).
|
|
|
|
|
|
23.1
|
*
|
Consent
of Deloitte & Touche LLP.
|
|
|
|
|
|
23.2
|
*
|
Consent
of Mark English, General Counsel and Assistant Secretary of Great
Plains
Energy Incorporated (included in Exhibit 5).
|
|
|
|
|
|
24
|
*
|
Powers
of Attorney.
|
|
|
|
|
|
25.1
|
*
|
Form
T-1 statement of eligibility of the trustee for the senior debt
securities.
|
|
|
|
|
|
25.2
|
++
|
Form
T-1 statement of eligibility of the trustee for the subordinated
debt
securities.
|
______________________________________________
|
*
|
Filed
herewith.
|
|
**
|
Incorporated
by reference herein as indicated.
|
|
+
|
To
be filed by amendment or pursuant to a report to be filed pursuant
to
Section 13 or 15(d) of the Securities Exchange Act of 1934 if
applicable.
|
|
++
|
To
be filed by amendment or pursuant to Trust Indenture Act Section
305(b)(2), if applicable.
|
II-7
Item
17. Undertakings.
(a)
The
undersigned Registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i)
To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii)
To
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation
of Registration Fee"
table in
the effective registration statement;
(iii)
To
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement;
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished
to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2)
That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide
offering
thereof.
(3)
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4)
That,
for the purpose of determining liability under the Securities Act of 1933 to
any
purchaser:
(i)
(A)
Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall
be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement;
and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or
(b)(7) as part of a registration statement in reliance on Rule 430B relating
to
an
II-8
offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing
the information required by Section 10(a) of the Securities Act of 1933 shall
be
deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness
or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall
be
deemed to be a new effective date of the registration statement relating
to the
securities in the registration statement to which that prospectus relates,
and
the offering of such securities at that time shall be deemed to be the initial
bona
fide
offering
thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective date; or
(ii)
each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on
Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed
to be
part of and included in the registration statement as of the date it is
first
used after effectiveness. Provided, however, that no statement made in
a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference
into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first
use,
supersede or modify any statement that was made in the registration statement
or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(5)
That,
for the purpose of determining liability of the Registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities:
The
undersigned Registrant undertakes that in a primary offering of securities
of
the undersigned Registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser,
if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned Registrant will be a seller to
the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned Registrant relating
to
the offering required to be filed pursuant to Rule 424;
(ii)
Any
free writing prospectus relating to the offering prepared by or on behalf
of the
undersigned Registrant or used or referred to by the undersigned Registrant;
II-9
(iii)
The
portion of any other free writing prospectus relating to the offering
containing
material information about the undersigned Registrant or its securities
provided
by or on behalf of the undersigned Registrant; and
(iv)
Any
other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
(b)
The
undersigned Registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating
to the
securities offered therein, and the offering of such securities at
that time
shall be deemed to be the initial bona
fide
offering
thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of
the Registrant pursuant to the foregoing provisions, or otherwise,
the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and
is,
therefore, unenforceable. In the event that a claim for indemnification
against
such liabilities (other than the payment by the Registrant of expenses
incurred
or paid by a director, officer or controlling person of the Registrant
in the
successful defense of any action, suit or proceeding) is asserted by
such
director, officer or controlling person in connection with the securities
being
registered, the Registrant will, unless in the opinion of its counsel
the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
(d)
The
undersigned Registrant hereby undertakes to file an application for
the purpose
of determining the eligibility of the trustee to act under subsection
(a) of
section 310 of the Trust Indenture Act ("Act") in accordance with the
rules and
regulations prescribed by the Commission under section 305(b)(2) of
the
Act.
II-10
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-3 and has duly caused this Registration Statement or amendment
thereto to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kansas City, State of Missouri, on the 8th day of
May, 2006.
| |
GREAT
PLAINS ENERGY INCORPORATED
|
| |
|
|
| |
By:
|
/s/
Michael J. Chesser
|
| |
|
Michael
J. Chesser
|
| |
|
Chairman
of the Board and Chief Executive
Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
or amendment has been signed below by the following persons in the capacities
and on the dates indicated.
|
Signature
|
Title
|
Date
|
|
/s/Michael
J. Chesser
Michael
J. Chesser
|
Chairman
of the Board and Chief
Executive
Officer
(Principal
Executive Officer)
|
)
)
)
|
| |
|
)
|
|
/s/Terry
Bassham
Terry
Bassham
|
Executive
Vice President - Finance
and
Strategic Development and Chief
Financial
Officer
(Principal
Financial Officer)
|
)
)
)
)
|
|
|
|
)
|
|
/s/Lori
A. Wright
Lori
A. Wright
|
Controller
(Principal
Accounting Officer)
|
)
)
|
|
|
|
)
|
|
David
L. Bodde*
|
Director
|
)
|
| |
|
)
|
|
/s/ William
H. Downey
William
H. Downey
|
Director
|
)
|
|
|
|
)
|
|
Mark
A. Ernst*
|
Director
|
)
May 8, 2006
|
|
|
|
)
|
|
Randall
C. Ferguson, Jr.*
|
Director
|
)
|
|
|
|
)
|
|
William
K. Hall*
|
Director
|
)
|
|
|
|
)
|
|
Luis
A. Jimenez*
|
Director
|
)
|
|
|
|
)
|
II-11
|
James
A. Mitchell*
|
Director
|
)
|
|
|
|
)
|
|
William
C. Nelson*
|
Director
|
)
|
|
|
|
)
|
|
Linda
Hood Talbott*
|
Director
|
)
|
|
|
|
)
|
|
Robert
H. West*
|
Director
|
)
|
| |
|
|
|
*By:
|
/s/Michael
J. Chesser
Michael
J. Chesser
Attorney-in-fact*
|
II-12
INDEX
TO
EXHIBITS
|
Exhibit
Number
|
|
Description
of Exhibit
|
| |
|
|
|
1.1
|
+
|
Form
of Underwriting Agreement for debt securities.
|
|
|
|
|
|
1.2
|
+
|
Form
of Underwriting Agreement for common stock.
|
|
|
|
|
|
1.3
|
+
|
Form
of Underwriting Agreement for stock purchase units.
|
| |
|
|
|
1.4
|
+
|
Form
of Underwriting Agreement for warrants.
|
|
|
|
|
|
4.1
|
**
|
Articles
of Incorporation of Great Plains Energy Incorporated dated as of
February 26, 2001 (Exhibit 3.i to Form 8-K filed October 1,
2001).
|
|
|
|
|
|
4.2
|
**
|
By-laws
of Great Plains Energy Incorporated, as amended September 16, 2003
(Exhibit 3.1 to Form 10-Q for the period ended September 30,
2003).
|
| |
|
|
|
4.3
|
**
|
Indenture,
dated June 1, 2004, between Great Plains Energy Incorporated and
BNY
Midwest Trust Company, as trustee, for senior debt securities (Exhibit
4.4
to Form 8-A/A filed June 14, 2004).
|
|
|
|
|
|
4.4
|
+
|
Form
of supplemental indenture or other instrument establishing the
issuance of
one or more series of senior debt securities (including the form
of senior
debt security).
|
|
|
|
|
|
4.5
|
**
|
Form
of Indenture of Great Plains Energy Incorporated for subordinated
debt
securities (Exhibit 4.e to Form S-3 filed April 15,
2004).
|
|
|
|
|
|
4.6
|
+
|
Form
of supplemental indenture or other instrument establishing the
issuance of
one or more series of subordinated debt securities (including the
form of
subordinated debt security).
|
|
|
|
|
|
4.7
|
+
|
Form
of Stock Purchase Contract Agreement.
|
|
|
|
|
|
4.8
|
+
|
Form
of Pledge Agreement.
|
|
|
|
|
|
4.9
|
+
|
Form
of Warrant Agreement (including the form of warrant).
|
|
|
|
|
|
5
|
*
|
Opinion
of Mark English, General Counsel and Assistant Secretary of Great
Plains
Energy Incorporated, regarding the legality of the
securities.
|
|
|
|
|
II-13
|
12
|
**
|
Schedule
of computation of ratio of earnings to fixed charges for the three
months
ended March 31, 2006 and the years ended December 31, 2005, 2004,
2003,
2002, and 2001 (Exhibit 12.1 to Quarterly Report on Form 10-Q for
the
quarterly period ended March 31, 2006).
|
|
|
|
|
|
23.1
|
*
|
Consent
of Deloitte & Touche LLP.
|
|
|
|
|
|
23.2
|
*
|
Consent
of Mark English, General Counsel and Assistant Secretary of Great
Plains
Energy Incorporated (included in Exhibit 5).
|
|
|
|
|
|
24
|
*
|
Powers
of Attorney.
|
|
|
|
|
|
25.1
|
*
|
Form
T-1 statement of eligibility of the trustee for the senior debt
securities.
|
|
|
|
|
|
25.2
|
++
|
Form
T-1 statement of eligibility of the trustee for the subordinated
debt
securities.
|
______________________________________________
|
*
|
Filed
herewith.
|
|
**
|
Incorporated
by reference herein as indicated.
|
|
+
|
To
be filed by amendment or pursuant to a report to be filed pursuant
to
Section 13 or 15(d) of the Securities Exchange Act of 1934 if
applicable.
|
|
++
|
To
be filed by amendment or pursuant to Trust Indenture Act Section
305(b)(2), if applicable.
|
11-14
Unassociated Document
Exhibit
5
May
8,
2006
|
Great
Plains Energy Incorporated
1201
Walnut Street
Kansas
City, Missouri 64106
|
|
| |
Re:
|
Great
Plains Energy Incorporated|
Registration
Statement on Form S-3
|
Ladies
and Gentlemen:
I
refer
to the Registration Statement on Form S-3 (the “Registration Statement”) being
filed by Great Plains Energy Incorporated, a Missouri corporation (the
“Company”), with the Securities and Exchange Commission (the “SEC”) under the
Securities Act of 1933, as amended (the “Securities Act”), relating to: (i) debt
securities of the Company (the “Debt Securities”), which may be unsecured senior
debt securities (“Senior Debt Securities”) and/or unsecured subordinated debt
securities (“Subordinated Debt Securities”); (ii) shares of the Company’s common
stock, no par value (“Common Stock”); (iii) warrants to purchase Common Stock,
in each case as may be designated by the Company at the time of an offering
(“Warrants”); (iv) stock purchase contracts (“Stock Purchase Contracts”); and
(v) stock purchase units (“Stock Purchase Units” and, together with the Debt
Securities, Common Stock, Warrants and Stock Purchase Contracts, the
“Securities”); in each case in amounts, at prices and on terms to be determined
at the time of an offering.
Unless
otherwise specified in the applicable prospectus supplement, Senior Debt
Securities will be issued under the Indenture (the “Senior Indenture”) dated
June 1, 2004 between the Company and BNY Midwest Trust Company, as Trustee
(the
“Senior Trustee”), and the Subordinated Debt Securities will be issued under one
or more indentures (the “Subordinated Indenture”), between the Company and a
trustee (the “Subordinated Trustee”), substantially in the form incorporated by
reference as an exhibit to the Registration Statement.
In
rendering the opinions expressed below, I have examined and relied upon a copy
of the Registration Statement and the exhibits filed therewith. I have also
examined originals, or copies of originals certified to my satisfaction, of
such
agreements, documents, certificates and statements of government officials
and
other instruments, and have examined such questions of law and have satisfied
myself as to such matters of fact, as I have considered relevant and necessary
as a basis for this opinion letter. I have assumed the authenticity of all
documents submitted to me as originals, the genuineness of all signatures,
the
legal capacity of all persons and the conformity with the original documents
of
any copies thereof submitted to me for examination. I have also assumed that
the
Senior Indenture is the valid and legally binding
obligation
of the Senior Trustee and that the Subordinated Indenture, at the time of any
issuance of Subordinated Debt Securities, will be the valid and binding
obligation of the Subordinated Trustee.
Based
on
the foregoing, and subject to the qualifications and limitations hereinafter
set
forth, I am of the opinion that:
1. With
respect to an offering of shares of Common Stock, such shares of Common Stock
will be legally issued, fully paid and nonassessable when: (i) the Registration
Statement, as finally amended (including any necessary post-effective
amendments), shall have become effective under the Securities Act; (ii) a
prospectus supplement with respect to the sale of such shares of Common Stock
shall have been filed with the SEC in compliance with the Securities Act and
the
rules and regulations thereunder; (iii) the Company’s Board of Directors or a
duly authorized committee thereof (the “Company Board”) shall have duly adopted
final resolutions in conformity with the Articles of Incorporation of the
Company authorizing the issuance and sale of such shares of Common Stock; and
(iv) certificates representing such shares of Common Stock shall have been
duly
executed, countersigned and registered and duly delivered in accordance with
the
applicable definitive purchase, underwriting or similar agreement upon payment
of the consideration therefor provided for therein.
2. If
shares
of Common Stock are issuable upon conversion, exercise or exchange of Warrants
or Stock Purchase Contracts, as applicable, the shares of Common Stock issuable
upon conversion, exchange or exercise will be legally issued, fully paid and
nonassessable, when certificates representing such shares of Common Stock shall
have been duly executed, countersigned and registered and duly delivered in
accordance with the applicable Warrant or Stock Purchase Contract, as
applicable, upon receipt of the consideration therefor provided for therein,
assuming: (i) that the conversion, exercise or exchange of the Warrant or Stock
Purchase Contract, as applicable, is in accordance with its terms, for the
consideration approved by the Company Board; and (ii) that a sufficient number
of shares of Common Stock is authorized and reserved and available for
issuance.
3. Each
series of Debt Securities will be legally issued and binding obligations of
the
Company (subject to bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other laws of general applicability relating to or
affecting the enforcement of creditors’ rights generally and by the effect of
general principles of equity, regardless of whether considered in a proceeding
in equity or at law) when: (i) the Registration Statement, as finally amended
(including any necessary post-effective amendments), shall have become effective
under the Securities Act and, in the case of Subordinated Debt Securities,
the
Subordinated Indenture (including any necessary supplemental indenture) shall
have been qualified under the Trust Indenture Act of 1939, as amended; (ii)
a
prospectus supplement with respect to such series of Debt Securities shall
have
been filed with the SEC in compliance with the Securities Act and the rules
and
regulations thereunder; (iii) the Company Board shall have duly adopted final
resolutions authorizing the issuance and sale of such series of Debt Securities
and, in the case of Subordinated Debt Securities, the execution and delivery
of
the Subordinated Indenture; (iv) in the case of Subordinated Debt Securities,
the Subordinated Indenture shall have been executed and delivered by the Company
and the trustee thereunder; and (v) such Debt
Securities
shall have been duly executed and authenticated and issued as provided in the
Senior Indenture or Subordinated Indenture, as the case may be, and such
resolutions and shall have been duly delivered to the purchasers thereof against
payment of the agreed consideration therefor.
4. Each
issue of Warrants will be legally issued and binding obligations of the Company
(subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other laws of general applicability relating to or affecting the
enforcement of creditors’ rights generally and by the effect of general
principles of equity, regardless of whether considered in a proceeding in equity
or at law) when: (i) the Registration Statement, as finally amended (including
any necessary post-effective amendments), shall have become effective under
the
Securities Act; (ii) a prospectus supplement with respect to such issue of
Warrants shall have been filed with the SEC in compliance with the Securities
Act and the rules and regulations thereunder; (iii) a warrant agreement (the
“Warrant Agreement”) relating to such issue of Warrants shall have been duly
authorized, executed and delivered by the Company and duly executed and
delivered by the warrant agent and shall constitute a valid, binding and
enforceable agreement of the Company and the warrant agent; (iv) the Company
Board shall have duly adopted final resolutions in conformity with the Articles
of Incorporation of the Company authorizing the execution and delivery of the
Warrant Agreement and the issuance and sale of such issue of Warrants as
contemplated by the Registration Statement and such Warrant Agreement; and
(v)
such Warrants shall have been duly executed, countersigned and issued in
accordance with such Warrant Agreement and such resolutions and shall have
been
delivered to the purchasers thereof against payment of the agreed consideration
therefor.
5. The
Stock
Purchase Contracts and/or the Stock Purchase Units will be legally issued and
binding obligations of the Company (subject to bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other laws of general
applicability relating to or affecting the enforcement of creditors’ rights
generally and by the effect of general principles of equity, regardless of
whether enforceability is considered in a proceeding in equity or at law) when
(i) the Registration Statement, as finally amended (including any necessary
post-effective amendments), shall have become effective under the Securities
Act; (ii) a prospectus supplement with respect to such Stock Purchase Contracts
and/or Stock Purchase Units shall have been filed with the SEC in compliance
with the Securities Act and the rules and regulations thereunder; (iii) such
Stock Purchase Contracts and/or Stock Purchase Units shall have been duly
authorized, executed and delivered by the parties thereto and shall constitute
valid and binding agreements of such parties; (iv) the Company Board shall
have
duly adopted final resolutions in conformity with the Articles of Incorporation
of the Company (if applicable) authorizing the execution, delivery, issuance
and
sale of such Stock Purchase Contracts and/or Stock Purchase Units as
contemplated by the Registration Statement; (v) any Debt Securities and/or
debt
obligations of third parties issued as a security for the relevant Stock
Purchase Contract and/or as part of the relevant Stock Purchase Units are duly
authorized and validly issued; and (vi) certificates representing such Stock
Purchase Contracts and/or Stock Purchase Units shall have been duly executed,
countersigned and registered and shall have been delivered to the purchasers
thereof against payment of the agreed consideration therefor.
For
the
purposes of this opinion letter, I have assumed that, at the time of the
issuance, sale and delivery of each issue of Common Stock, each series of Debt
Securities, each issue of Warrants and each issue of Stock Purchase Contracts
and/or Stock Purchase Units, as the case may be: (i) any Securities being
offered will be issued and sold as contemplated in the Registration Statement
or
the prospectus supplement relating thereto; (ii) the terms of any Security
(other than Common Stock) will not violate any applicable law or result in
a
default under or breach of any agreement or instrument binding upon the Company,
and will comply with any requirements or restrictions imposed by any court
or
governmental body having jurisdiction over the Company; (iii) the authorization
thereof by the Company will not have been modified or rescinded, and there
will
not have occurred any change in law affecting the validity, legally binding
character or enforceability thereof; (iv) in the case of the issue of the Debt
Securities, the Senior Indenture or the form of Subordinated Indenture will
not
have been modified or amended; (v) in the case of the issue of Warrants, the
terms and conditions of the Warrants and the related Warrant Agreement will
be
expressly as contemplated in the prospectus supplement relating thereto; and
(vi) the Articles of Incorporation of the Company, as currently in effect,
will
not have been modified or amended and will be in full force and effect. For
purposes of this opinion letter, I have further assumed that the Subordinated
Indenture, each Warrant Agreement and each Stock Purchase Contract and/or Stock
Purchase Unit will be governed by the laws of the State of New York. I am
licensed to practice law in the State of Missouri and the foregoing opinions
are
limited to the laws of the States of Missouri and New York.
I
hereby
consent to the filing of this opinion letter as an Exhibit to the Registration
Statement and to all references to me included in or made a part of the
Registration Statement.
Very
truly yours,
/s/
Mark
G. English
Mark
G.
English
General
Counsel and Assistant Secretary
Unassociated Document
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this Registration Statement on
Form
S-3 of our reports dated March 8, 2006, relating to the consolidated financial
statements and financial statement schedules of Great Plains Energy Incorporated
and subsidiaries (which report expresses an unqualified opinion and includes
an
explanatory paragraph regarding the adoption of a new accounting standard and
revisions made to the consolidated statements of cash flows for the years ended
December 31, 2004 and 2003) and management's report on the effectiveness of
internal control over financial reporting, appearing in the Annual Report on
Form 10-K of Great Plains Energy Incorporated for the year ended December 31,
2005, and to the reference to us under the heading “Experts” in the Prospectus,
which is part of this Registration Statement.
/s/Deloitte
& Touche LLP
Kansas
City, Missouri
May
5,
2006
Unassociated Document
Exhibit
24
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS:
That
the
undersigned, a Director of Great Plains Energy Incorporated, a Missouri
corporation, does hereby constitute and appoint Michael J. Chesser or Mark
G. English, his true and lawful attorney and agent, with full power and
authority to execute in the name and on behalf of the undersigned as such
director a Registration Statement on Form S-3 and all amendments thereto, hereby
granting unto such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that such attorney
and
agent may do or cause to be done by virtue of these presents.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 4th
day of
April 2006.
| |
/s/David
L. Bodde
|
| |
David
L. Bodde
|
|
STATE
OF MISSOURI
|
)
|
| |
) ss
|
|
COUNTY
OF JACKSON
|
)
|
On
this
4th day of April 2006, before me the undersigned, a Notary Public, personally
appeared David
L.
Bodde,
to be
known to be the person described in and who executed the foregoing instrument,
and who, being by me first duly sworn, acknowledged that he/she executed the
same as his/her free act and deed.
IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year last above written.
| |
/s/Jacquetta
L. Hartman
|
| |
Notary
Public
|
| |
|
|
My
Commission Expires:
|
|
|
April
8, 2008
|
|
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS:
That
the
undersigned, a Director of Great Plains Energy Incorporated, a Missouri
corporation, does hereby constitute and appoint Michael J. Chesser or Mark
G. English, his true and lawful attorney and agent, with full power and
authority to execute in the name and on behalf of the undersigned as such
director a Registration Statement on Form S-3 and all amendments thereto, hereby
granting unto such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that such attorney
and
agent may do or cause to be done by virtue of these presents.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 4th
day of
April 2006.
| |
/s/Mark
A. Ernst
|
| |
Mark
A. Ernst
|
|
STATE
OF MISSOURI
|
)
|
| |
) ss
|
|
COUNTY
OF JACKSON
|
)
|
On
this
4th day of April 2006, before me the undersigned, a Notary Public, personally
appeared Mark
A.
Ernst,
to be
known to be the person described in and who executed the foregoing instrument,
and who, being by me first duly sworn, acknowledged that he/she executed the
same as his/her free act and deed.
IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year last above written.
| |
/s/Jacquetta
L. Hartman
|
| |
Notary
Public
|
| |
|
|
My
Commission Expires:
|
|
|
April
8, 2008
|
|
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS:
That
the
undersigned, a Director of Great Plains Energy Incorporated, a Missouri
corporation, does hereby constitute and appoint Michael J. Chesser or Mark
G. English, his true and lawful attorney and agent, with full power and
authority to execute in the name and on behalf of the undersigned as such
director a Registration Statement on Form S-3 and all amendments thereto, hereby
granting unto such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that such attorney
and
agent may do or cause to be done by virtue of these presents.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 4th
day of
April 2006.
| |
/s/Randall
C. Ferguson, Jr.
|
| |
Randall
C. Ferguson, Jr.
|
|
STATE
OF MISSOURI
|
)
|
| |
) ss
|
|
COUNTY
OF JACKSON
|
)
|
On
this
4th day of April 2006, before me the undersigned, a Notary Public, personally
appeared Randall
C. Ferguson, Jr.,
to be
known to be the person described in and who executed the foregoing instrument,
and who, being by me first duly sworn, acknowledged that he/she executed the
same as his/her free act and deed.
IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year last above written.
| |
/s/Jacquetta
L. Hartman
|
| |
Notary
Public
|
| |
|
|
My
Commission Expires:
|
|
|
April
8, 2008
|
|
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS:
That
the
undersigned, a Director of Great Plains Energy Incorporated, a Missouri
corporation, does hereby constitute and appoint Michael J. Chesser or Mark
G. English, his true and lawful attorney and agent, with full power and
authority to execute in the name and on behalf of the undersigned as such
director a Registration Statement on Form S-3 and all amendments thereto, hereby
granting unto such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that such attorney
and
agent may do or cause to be done by virtue of these presents.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 4th
day of
April 2006.
| |
/s/William
K. Hall
|
| |
William
K. Hall
|
|
STATE
OF MISSOURI
|
)
|
| |
) ss
|
|
COUNTY
OF JACKSON
|
)
|
On
this
4th day of April 2006, before me the undersigned, a Notary Public, personally
appeared William K. Hall, to be known to be the person described in and who
executed the foregoing instrument, and who, being by me first duly sworn,
acknowledged that he/she executed the same as his/her free act and
deed.
IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year last above written.
| |
/s/Jacquetta
L. Hartman
|
| |
Notary
Public
|
| |
|
|
My
Commission Expires:
|
|
|
April
8, 2008
|
|
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS:
That
the
undersigned, a Director of Great Plains Energy Incorporated, a Missouri
corporation, does hereby constitute and appoint Michael J. Chesser or Mark
G. English, his true and lawful attorney and agent, with full power and
authority to execute in the name and on behalf of the undersigned as such
director a Registration Statement on Form S-3 and all amendments thereto, hereby
granting unto such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that such attorney
and
agent may do or cause to be done by virtue of these presents.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 4th
day of
April 2006.
| |
/s/Luis
A. Jimenez
|
| |
Luis
A. Jimenez
|
|
STATE
OF MISSOURI
|
)
|
| |
) ss
|
|
COUNTY
OF JACKSON
|
)
|
On
this
4th day of April 2006, before me the undersigned, a Notary Public, personally
appeared Luis
A.
Jimenez,
to be
known to be the person described in and who executed the foregoing instrument,
and who, being by me first duly sworn, acknowledged that he/she executed the
same as his/her free act and deed.
IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year last above written.
| |
/s/Jacquetta
L. Hartman
|
| |
Notary
Public
|
| |
|
|
My
Commission Expires:
|
|
|
April
8, 2008
|
|
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS:
That
the
undersigned, a Director of Great Plains Energy Incorporated, a Missouri
corporation, does hereby constitute and appoint Michael J. Chesser or Mark
G. English, his true and lawful attorney and agent, with full power and
authority to execute in the name and on behalf of the undersigned as such
director a Registration Statement on Form S-3 and all amendments thereto, hereby
granting unto such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that such attorney
and
agent may do or cause to be done by virtue of these presents.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 4th
day of
April 2006.
| |
/s/James
A. Mitchell
|
| |
James
A. Mitchell
|
|
STATE
OF MISSOURI
|
)
|
| |
) ss
|
|
COUNTY
OF JACKSON
|
)
|
On
this
4th day of April 2006, before me the undersigned, a Notary Public, personally
appeared James
A.
Mitchell,
to be
known to be the person described in and who executed the foregoing instrument,
and who, being by me first duly sworn, acknowledged that he/she executed the
same as his/her free act and deed.
IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year last above written.
| |
/s/Jacquetta
L. Hartman
|
| |
Notary
Public
|
| |
|
|
My
Commission Expires:
|
|
|
April
8, 2008
|
|
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS:
That
the
undersigned, a Director of Great Plains Energy Incorporated, a Missouri
corporation, does hereby constitute and appoint Michael J. Chesser or Mark
G. English, his true and lawful attorney and agent, with full power and
authority to execute in the name and on behalf of the undersigned as such
director a Registration Statement on Form S-3 and all amendments thereto, hereby
granting unto such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that such attorney
and
agent may do or cause to be done by virtue of these presents.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 4th
day of
April 2006.
| |
/s/William
C. Nelson
|
| |
William
C. Nelson
|
|
STATE
OF MISSOURI
|
)
|
| |
) ss
|
|
COUNTY
OF JACKSON
|
)
|
On
this
4th day of April 2006, before me the undersigned, a Notary Public, personally
appeared William
C. Nelson,
to be
known to be the person described in and who executed the foregoing instrument,
and who, being by me first duly sworn, acknowledged that he/she executed the
same as his/her free act and deed.
IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year last above written.
| |
/s/Jacquetta
L. Hartman
|
| |
Notary
Public
|
| |
|
|
My
Commission Expires:
|
|
|
April
8, 2008
|
|
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS:
That
the
undersigned, a Director of Great Plains Energy Incorporated, a Missouri
corporation, does hereby constitute and appoint Michael J. Chesser or Mark
G. English, his true and lawful attorney and agent, with full power and
authority to execute in the name and on behalf of the undersigned as such
director a Registration Statement on Form S-3 and all amendments thereto, hereby
granting unto such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that such attorney
and
agent may do or cause to be done by virtue of these presents.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 4th
day of
April 2006.
| |
/s/Linda
H. Talbott
|
| |
Linda
H. Talbott
|
|
STATE
OF MISSOURI
|
)
|
| |
) ss
|
|
COUNTY
OF JACKSON
|
)
|
On
this
4th day of April 2006, before me the undersigned, a Notary Public, personally
appeared Linda
H.
Talbott,
to be
known to be the person described in and who executed the foregoing instrument,
and who, being by me first duly sworn, acknowledged that he/she executed the
same as his/her free act and deed.
IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year last above written.
| |
/s/Jacquetta
L. Hartman
|
| |
Notary
Public
|
| |
|
|
My
Commission Expires:
|
|
|
April
8, 2008
|
|
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS:
That
the
undersigned, a Director of Great Plains Energy Incorporated, a Missouri
corporation, does hereby constitute and appoint Michael J. Chesser or Mark
G. English, his true and lawful attorney and agent, with full power and
authority to execute in the name and on behalf of the undersigned as such
director a Registration Statement on Form S-3 and all amendments thereto, hereby
granting unto such attorney and agent full power of substitution and revocation
in the premises; and hereby ratifying and confirming all that such attorney
and
agent may do or cause to be done by virtue of these presents.
IN
WITNESS WHEREOF, I have hereunto set my hand and seal this 4th
day of
April 2006.
| |
/s/Robert
H. West
|
| |
Robert
H. West
|
|
STATE
OF MISSOURI
|
)
|
| |
) ss
|
|
COUNTY
OF JACKSON
|
)
|
On
this
4th day of April 2006, before me the undersigned, a Notary Public, personally
appeared Robert
H.
West,
to be
known to be the person described in and who executed the foregoing instrument,
and who, being by me first duly sworn, acknowledged that he/she executed the
same as his/her free act and deed.
IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year last above written.
| |
/s/Jacquetta
L. Hartman
|
| |
Notary
Public
|
| |
|
|
My
Commission Expires:
|
|
|
April
8, 2008
|
|
Unassociated Document
Exhibit
25.1
=
= = = =
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
=
FORM
T-1
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
STATEMENT
OF ELIGIBILITY
UNDER
THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK
IF
AN APPLICATION TO DETERMINE
ELIGIBILITY
OF A TRUSTEE PURSUANT TO
SECTION
305(b)(2) |__|
___________________________
BNY
MIDWEST TRUST COMPANY
(formerly
known as CTC Illinois Trust Company)
(Exact
name of trustee as specified in its charter)
|
Illinois
(State
of incorporation
if
not a U.S. national bank)
|
36-3800435
(I.R.S.
employer
identification
no.)
|
|
2
North LaSalle Street
Suite
1020
Chicago,
Illinois
(Address
of principal executive offices)
|
60602
(Zip
code)
|
___________________________
GREAT
PLAINS ENERGY INCORPORATED
(Exact
name of obligor as specified in its charter)
|
Missouri
(State
or other jurisdiction of
incorporation
or organization)
|
43-1916803
(I.R.S.
employer
identification
no.)
|
|
1201
Walnut Street
Kansas
City, Missouri
(Address
of principal executive offices)
|
64106-2124
(Zip
code)
|
___________________________
Senior
Debt Securities
(Title
of
the indenture securities)
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1.
General
information. Furnish the following information as to the
Trustee:
(a)
Name
and address of each examining or supervising authority to which it is
subject.
|
Name
|
Address
|
|
Office
of Banks & Trust Companies of the State of Illinois
|
500
E. Monroe Street
Springfield,
Illinois 62701-1532
|
|
Federal
Reserve Bank of Chicago
|
230
S. LaSalle Street
Chicago,
Illinois 60603
|
(b)
Whether
it is authorized to exercise corporate trust powers.
Yes.
2.
Affiliations
with Obligor.
If
the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16.
List
of Exhibits.
Exhibits
identified in parentheses below, on file with the Commission, are incorporated
herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the
Trust
Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
|
1.
|
A
copy of Articles of Incorporation of BNY Midwest Trust Company (formerly
CTC Illinois Trust Company, formerly Continental Trust Company) as
now in
effect. (Exhibit 1 to Form T-1 filed with the Registration Statement
No.
333-47688.)
|
|
2,3.
|
A
copy of the Certificate of Authority of the Trustee as now in effect,
which contains the authority to commence business and a grant of
powers to
exercise corporate trust powers. (Exhibit 2 to Form T-1 filed with
the
Registration Statement No. 333-47688.)
|
|
4.
|
A
copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed
with the Registration Statement No. 333-47688.)
|
|
6.
|
The
consent of the Trustee required by Section 321(b) of the Act. (Exhibit
6
to Form T-1 filed with the Registration Statement No.
333-47688.)
|
|
7.
|
A
copy of the latest report of condition of the Trustee published pursuant
to law or to the requirements of its supervising or examining
authority.
|
-3-
SIGNATURE
Pursuant
to the requirements of the Act, the Trustee, BNY Midwest Trust Company, a
corporation organized and existing under the laws of the State of Illinois,
has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of Chicago, and State
of
Illinois, on the 14th
day of
April, 2006.
| |
BNY
Midwest Trust Company
|
| |
By:
|
/S/ J.
Bartolini
|
| |
|
Name: J.
Bartolini
|
| |
|
Title: Vice
President
|
-4-
Exhibit
7
DEPARTMENT
OF FINANCIAL AND PROFESSIONAL REGULATION
Division
of Banks and Real Estate
CONSOLIDATED
REPORT OF CONDITION
OF
BNY
Midwest Trust Company
2
North LaSalle Street
Suite
1020
Chicago,
Illinois 60602
Including
the institution’s domestic and foreign subsidiaries completed as of the close of
business on December 31, 2005, submitted in response to the call of the Illinois
Department of Financial and Professional Regulation.
|
ASSETS
|
Thousands
of Dollars
(000)
|
|
1.
|
Cash
and Due from Depository Institution
|
62,643
|
|
2.
|
U.S.
Treasury Securities
|
-
0
-
|
|
3.
|
Obligations
of States and Political Subdivisions
|
-
0
-
|
|
4.
|
Other
Bonds, Notes and Debentures
|
-
0
-
|
|
5.
|
Corporate
Stock
|
-
0
-
|
|
6.
|
Trust
Company Premises, Furniture, Fixtures and Other Assets Representing
Trust
Company Premises
|
515
|
|
7.
|
Accounts
Receivable
|
2,871
|
|
8.
|
Goodwill
|
86,816
|
|
9.
|
Intangibles
|
-0-
|
|
10.
|
Other
Assets
|
864
|
| |
(Itemize
amounts greater than 15% of Line 10)
Income
Taxes Receivable . . . . . . . . . . . . 766
|
|
|
11.
|
TOTAL
ASSETS
|
153,709
|
DEPARTMENT
OF FINANCIAL AND PROFESSIONAL REGULATION
Division
of Banks and Real Estate
CONSOLIDATED
REPORT OF CONDITION
OF
BNY
Midwest Trust Company
2
North LaSalle Street
Suite
1020
Chicago,
Illinois 60602
| |
LIABILITIES
|
Thousands
of Dollars
|
|
12.
|
Accounts
Payable
|
28
|
|
13.
|
Taxes
Payable
|
0
|
|
14.
|
Other
Liabilities for Borrowed Money
|
25,425
|
|
15.
|
Other
Liabilities
|
|
| |
(Itemize
amounts greater than 15% of Line 14)
Reserve
for Taxes . . . . . . . . . . . . 18,048
|
18,755
|
|
16.
|
TOTAL
LIABILITIES
|
44,208
|
| |
EQUITY
CAPITAL
|
|
|
17.
|
Preferred
Stock
|
-
0
-
|
|
18.
|
Common
Stock
|
2,000
|
|
19.
|
Surplus
|
67,130
|
|
20.
|
Reserve
for Operating Expenses
|
-
0
-
|
|
21.
|
Retained
Earnings (Loss)
|
40,371
|
|
22.
|
TOTAL
EQUITY CAPITAL
|
109,501
|
|
23.
|
TOTAL
LIABILITIES AND EQUITY CAPITAL
|
153,709
|
I, Robert
L. DePaola, Vice President
(Name
and
Title of Officer Authorized to Sign Report)
of
BNY
Midwest Trust Company certify that the information contained in this statement
is accurate to the best of my knowledge and belief. I understand that submission
of false information with the intention to deceive the Commissioner or his
Administrative officers is a felony.
| |
/s/ Robert
L. DePaola
(Signature
of Officer Authorized to Sign Report)
|
