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SECURITIES AND EXCHANGE COMMISSION
Washington, DC
FORM U-6B-2
Certificate of Notification
Filed by a registered holding company or subsidiary
thereof pursuant to Rule U-20(d) [Reg. Section 250.20, P.
36,652] or U-47 [Reg. Section 250.47, P. 36,620] adopted
under the Public Utility Holding Company Act of 1935.
Certificate is filed by: Kansas City Power & Light Company,
a subsidiary of Great Plains Energy Incorporated, a
registered holding company.
This certificate is notice that the above named company
has issued, renewed or guaranteed the security or securities
described herein which issue, renewal or guaranty was
exempted from the provisions of Section 6(a) of the Act and
was neither the subject of a declaration or application on
Form U-1 nor included within the exemption provided by Rule
U-48 [Reg. Section 250.48, P. 36,621].
1. Type of securities ("draft", promissory note"):
The City of Burlington, Kansas, issued its
Environmental Improvement Revenue Refunding Bonds,
Series 1998A, 1998B, and 1998D on August 11, 1998 (the
"bonds"). The bonds were issued to refund prior
issuances of securities by the City of Burlington used
to finance the acquisition, construction, installation
and equipping of the undivided interest of Kansas City
Power & Light Company ("KCPL") in certain air and water
pollution control and solid waste disposal facilities
at the Wolf Creek Generating Station. KCPL has leased
its undivided interest in certain facilities at Wolf
Creek Generating Station to the City of Burlington, and
the City of Burlington has in turn subleased the
facilities to KCPL under instruments dated August 1,
1998. KCPL is required under the sublease to make
payments of subrentals in amounts which are sufficient
to pay when due the principal and premium, if any, and
interest on the bonds.
On August 30, 2002, the bonds were purchased in lieu of
redemption, and a reoffering of the bonds was
consummated. Concurrently with the reoffering, Kansas
City Power & Light Company ("KCPL") entered into three
interest rate swap agreements, effective August 30,
2002.
This Certificate of Notification is provided with
respect to the reoffering of the bonds only to the
extent that such reoffering may be deemed to be the
issuance by KCPL of a security within the meaning of
the Public Utility Holding Company Act, as amended, by
virtue of KCPL's obligations under the sublease with
the City of Burlington.
2. Issue, renewal or guaranty:
The bonds were a reoffering of such bonds. The
interest rate swap agreements entered into by KCPL are
initial issuances of those agreements.
3. Principal amount of each security:
Series 1998A: $56,500,000
Series 1998B: $50,000,000
Series 1998D: $40,000,000
The notional amounts of the three interest rate swap
agreements are $56,500,000, $50,000,000 and
$40,000,000, respectively.
4. Rate of interest per annum of each security:
The bonds were reoffered at an interest rate of 4.75%,
fixed for the period of August 30, 2002 to September
30, 2002. Thereafter, the method of determining
interest will be determined by KCPL in accordance with
the terms and conditions of the Indenture of Trust
dated as of August 1, 1998, by and between the City of
Burlington, Kansas and The Bank of New York.
The interest rate swap agreements provide that KCPL
will receive a fixed rate of 4.75% and will pay a
floating rate based on 3-month LIBOR plus 95.3 basis
points.
5. Date of issue, renewal or guaranty of each security:
August 30, 2002.
6. If renewal of security, give date of original issue:
The Series A, Series B and Series D bonds were
originally issued on August 11, 1998.
7. Date of maturity of each security:
The Series 1998A and 1998B bonds mature on September 1,
2015. The Series 1998D bonds mature on October 1,
2017. The bonds are subject to mandatory redemption or
mandatory purchase in lieu of redemption on October 1,
2007.
The interest rate swap agreements expire on October 1,
2007.
8. Name of the person to whom each security was issued,
renewed or guaranteed:
The Series 1998A bonds were reoffered by Banc One
Capital Markets, Inc.; the Series 1998B bonds were
reoffered by BNY Capital Markets, Inc.; and the Series
1998D bonds were reoffered by Salomon Smith Barney
Inc., each as a remarketing agent under remarketing
agreements with KCPL.
The interest rate swap agreements were entered into
with Bank One, NA ($56,500,000 notional amount), Bank
of New York ($50,000,000 notional amount) and Scotia
Capital (USA) Inc. ($40,000,000 notional amount).
9. Collateral given with each security:
KCPL has leased its undivided interest in certain
facilities at Wolf Creek Generating Station to the City
of Burlington, and the City of Burlington has subleased
the facilities to KCPL under instruments dated August
1, 1998. The City of Burlington has assigned to the
trustee all of its rights under the sublease. KCPL is
required under the sublease to make payments of
subrentals in amounts which are sufficient to pay when
due the principal and premium, if any, and interest on
the bonds.
10. Consideration given for each security:
100% of the principal amount of the bonds was received.
The consideration for the interest rate swap agreements
is the payments each party is obligated to make under
such agreements.
11. Application of proceeds of each security:
The proceeds of the August 30, 2002, reoffering were
used to purchase in lieu of redemption the bonds issued
on August 11, 1998. The proceeds of the interest rate
swap agreements will be used to finance the existing
business of KCPL.
12. Indicate by a check after the applicable statement
below whether the issue, renewal or guaranty of each
security was exempt from the provisions of Section 6(a)
because of:
a) the provisions contained in the first sentence of
Section 6(b) [ ]
b) the provisions contained in the fourth sentence of
Section 6(b) [ ]
c) the provisions contained in any rule of the Commission
other than Rule U-48 [x]
13. If the security or securities were exempt from the
provisions of Section 6(a) by virtue of the first
sentence of Section 6(b), give the figures which
indicate that the security or securities aggregate
(together with all other then outstanding notes and
drafts of a maturity of nine months or less, exclusive
of days of grace, as to which such company is primarily
or secondarily liable) not more than 5 percentum of the
principal amount and par value of the other securities
of such company then outstanding. [Demand notes,
regardless of how long they may have been outstanding,
shall be considered as maturing in not more than nine
months for purposes of the exemption from Section 6(a)
of the Act granted by the first sentence of Section
6(b)):
Not applicable.
14. If the security or securities are exempt from the
provisions of Section 6(a) because of the fourth
sentence of Section 6(b), name the security outstanding
on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been
issued:
Not applicable.
15. If the security or securities are exempt form the
provisions of Section 6(a) because of any rule of the
Commission other than Rule U-48, designate the rule
under which exemption is claimed.
Rule 52(a).
/s/ Andrea F. Bielsker
Andrea F. Bielsker
Senior Vice President-Finance,
Chief Financial Officer and Treasurer
Kansas City Power & Light Company
Dated: September 9, 2002