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SECURITIES AND EXCHANGE COMMISSION
Washington, DC
In the matter of CERTIFICATE OF
Kansas City Power & Light Company, et al. NOTIFICATION
File No. 70-9861
Public Utility Holding Company Act of 1935
Kansas City Power & Light Company hereby submits on behalf
of itself and Great Plains Energy Incorporated, a Missouri
corporation and a registered holding company ("GPE"), and
certain of GPE's subsidiaries, the following pursuant to
Rule 24 of the Public Utility Holding Company Act of 1935
(the "Act") and the Commission's Order dated September 7,
2001, in the above docket (HCAR 27436) (the "Order"). This
Certificate reports activity for the calendar quarter ended
December 31, 2001. Capitalized terms not defined herein
have the meanings ascribed to them in the Order.
1. The sales of any Common Stock by GPE and the purchase
price per share and the market price per share at the date
of the agreement of sale:
N/A
2. The total number of shares of Common Stock issued or
issuable under options granted during the quarter under any
Stock Plan or otherwise:
N/A
3. If Common Stock has been transferred to a seller of
securities of a company being acquired, the number of shares
so issued, the value per share and whether the shares are
restricted to the acquirer:
N/A
4. The amount and terms of any long-term debt, Preferred
Stock, or other forms of preferred or equity-linked
securities issued directly or indirectly during the quarter
by GPE:
A. During the fourth quarter of 2001, KCP&L issued
$150 million fixed rate senior notes due November
15, 2001. The notes bear interest at 6.5%. (U-6B-
2 filed, see section 10 below.)
B. On October 1, 2001, in connection with the
reorganization into a holding
company structure, GPE exchanged, on a share-for-
share basis, the outstanding preferred stock of
KCPL with equivalent series of GPE preferred
stock. The shares issued in exchange are:
100,000 shares of 3.80% cumulative preferred stock
100,000 shares of 4.50% cumulative preferred stock
70,000 shares of 4.20% cumulative preferred stock
120,000 shares of 4.35% cumulative preferred stock
5. The amount and terms of any Short-term Debt issued by
GPE or KCPL during the quarter:
A. GPE entered into a short term, revolving loan facility
with Bank One for $110 million (increased to $129 million on
December 26, 2001) due 2-28-02. The revolving note bears
interest at the eurodollar rate plus 1%. Actual
outstandings under the facility at 12-31-01 was $124
million, with an average interest rate of 3%
B. Commercial paper issued through Bank One, Merrill
Lynch, and Citibank during the fourth quarter totaled
$21 million at an average interest rate of 2.12%.
6. The name of the guarantor and of the beneficiary of any
GPE Guarantee or Nonutility Subsidiary Guarantee issued
during the quarter, and the amount, terms and purposes of
the Guarantee:
TERM TERM
PARENT SUBSIDIARY AMOUNT START END PURPOSE
- ----------------- ------------------- ----------- -------- -------- --------
Great Plains R.S. Andrews $22,000,000 10/25/01 10/25/02 credit
Energy (Note 1) Enterprises, Inc. support
Great Plains KLT Investments $0 10/1/01 various credit
Energy (Note 2) Inc. support
Subsidiaries of R.S. Andrews $2,000,000 10/25/01 10/25/02 credit
R.S. Andrews Enterprises, Inc. support
Enterprises, Inc.
(Note 1)
KLT Inc. (Note 3) Strategic Energy $4,000,000 10/2/01 11/30/01 credit
L.L.C. support
KLT Inc. (Note 3) Strategic Energy $1,000,000 10/11/01 9/30/02 credit
L.L.C. support
KLT Inc. (Note 3) Strategic Energy $500,000 10/22/01 9/30/02 credit
L.L.C. support
KLT Inc. (Note 4) Strategic Energy $4,612,655 10/31/01 10/31/02 credit
L.L.C. support
KLT Inc. (Note 4) Strategic Energy $1,500,000 12/31/01 12/31/02 credit
L.L.C. support
KLT Inc. (Note 4) Strategic Energy $2,750,000 10/24/01 10/24/02 credit
L.L.C. support
KLT Inc. (Note 4) Strategic Energy $2,000,000 10/29/01 10/29/02 credit
L.L.C. support
KLT Inc. (Note 4) Strategic Energy $500,000 11/13/01 11/13/02 credit
L.L.C. support
KLT Inc. (Note 4) Strategic Energy $5,000,000 12/22/01 12/22/02 credit
L.L.C. support
KLT Inc. (Note 4) Strategic Energy $360,000 12/31/01 12/31/02 credit
L.L.C. support
KLT Inc. (Note 5) Strategic Energy $3,000,000 12/18/01 3/31/02 credit
L.L.C. support
Note 1: In connection with a Third Amendment to Credit
Agreement between R.S. Andrews Enterprises, Inc. ("RSAE")
and LaSalle Bank National Association, dated as of October
25, 2002, which, among other things, increased the maximum
available credit from $20 million to $22 million, GPE and
RSAE entered into a Support Agreement of even date. Under
the Support Agreement, GPE agreed, in the event RSA is
unable to make timely payment of interest or principal under
the Credit Agreement, to provide such funds to RSA either as
equity or a subordinated loan. The amount shown for this
GPE guaranty is the maximum available credit of $22 million
under the LaSalle Bank credit agreement.
The subsidiaries of RSA jointly issued a guaranty, dated as
of March 17, 2000, of RSAE's obligations under the Credit
Agreement, as amended, and reaffirmed that guaranty and the
Security Agreement by instrument dated as of October 25,
2001. The increase of $2 million in maximum available
credit is shown as the subsidiaries' issuance of credit
support in the fourth quarter of 2001. The subsidiaries on
the guaranty are: RSA Services Termite & Pest Control, Inc.,
Premier Service Systems, Inc., R.S. Andrews Enterprises of
Alabama, Inc., R.S. Andrews Enterprises of Charleston, Inc.,
R.S. Andrews Enterprises of Columbus, Inc., R.S. Andrews
Enterprises of Dallas, Inc., R.S. Andrews Enterprises of
Kansas, Inc., R.S. Andrews Enterprises of South Carolina,
Inc., R.S. Andrews Enterprises of Tennessee, Inc., R.S.
Andrews Enterprises of Topeka, Inc., R.S. Andrews
Enterprises of Virginia, Inc., R.S. Andrews of Chattanooga,
Inc., R.S. Andrews of DeSoto, Inc., R.S. Andrews of Fairfax,
Inc., R.S. Andrews of Florida, Inc., RSA Services of
Florida, Inc., R.S. Andrews of Grand Prairie, Inc., R.S.
Andrews of Grapevine, Inc., R.S. Andrews of Jonesboro, Inc.,
R.S. Andrews of Maryland, Inc., R.S. Andrews of Orlando,
Inc., R.S. Andrews of Palm Beach, Inc., R.S. Andrews of
Sacramento, Inc., R.S. Andrews Services, Inc., R.S. Andrews
Showcase of Atlanta, Inc., R.S. Andrews of Stuart I, Inc.,
R.S. Andrews of Stuart II, Inc., R.S. Andrews of Tidewater,
Inc., R.S. Andrews of Vero Beach, Inc., and R.S. Andrews of
Wilmington, Inc.
Note 2: In connection with the holding company
reorganization, certain agreements entered into between
Kansas City Power & Light Company ("KCPL") and KLT
Investments Inc., relating to various third-party loans
incurred by KLT Investments Inc. were as of October 1, 2001,
amended to, among other things, substitute GPE for KCPL in
such agreements. Such agreements prevent GPE from taking
certain actions, including merging KLT Investments,
dissolving or causing the dissolution of KLT Investments,
and withdrawing any amounts from KLT Investments if, after
such withdrawal, KLT Investments would not be in compliance
with certain minimum net worth and cash balance
requirements. KLT Investments may be required by the
lenders to repay loans in the event GPE ceases to own at
least 80% of the stock of KLT Investments, or in the event a
credit rating of GPE senior debt becomes less than
investment grade. GPE does not guaranty repayment of such
loans (aggregating approximately $31.1 million in
outstanding principal amount as of December 31, 2001), and
lists these agreements to the extent that GPE's agreement to
not take certain actions might be construed to constitute
guarantees.
Note 3: Letters of credit issued on behalf of Strategic
Energy, L.L.C. during the fourth quarter of 2001 guaranteed
by KLT Inc.
Note 4: Surety bonds issued on behalf of Strategic Energy,
L.L.C. during the fourth quarter of 2001 pursuant to a
General Agreement of Indemnity issued by KLT Inc. and
Strategic Energy, L.L.C., in favor of Federal Insurance
Company, dated as of February 21, 2001.
Note 5: Contract guarantee.
7. The amount and terms of any financings consummated by
any Nonutility Subsidiary during the quarter that are not
exempt under rule 52:
N/A
8. The notional amount and principal terms of any Interest
Rate Hedge entered into during the quarter and the identity
of the parties to the instruments:
N/A
9. The name, parent company, and amount invested in any
new Intermediate Subsidiary or Financing Subsidiary during
the quarter:
N/A
10. A list of Form U-6B-2 statements filed with the
Commission during the quarter, including the name of the
filing entity and the date of the filing:
U-6B-2 filed by GPE and R.S. Andrews Enterprises, Inc.,
dated November 5, 2001
U-6B-2 filed by KCPL, dated November 26, 2001
11. Consolidated balance sheets as of the end of the
quarter, and separate balance sheets as of the end of the
quarter for each company, including GPE, that has engaged in
any jurisdictional financing transactions during the
quarter:
The consolidated balance sheets of GPE and KCPL are
incorporated by reference to current report on form
10-K dated 2-26-02 in File No. 000-33207
Balance sheets for KLT Inc. and R.S. Andrews
Enterprises, Inc. are being filed confidentially
pursuant to Rule 104.
S I G N A T U R E
Pursuant to the requirements of the Act, the
undersigned company has duly caused this document to be
signed on its behalf by the undersigned thereunto duly authorized.
Date: March 29, 2002.
Kansas City Power & Light Company
By: /s/Neil Roadman
Neil Roadman
Controller