e424b5
Filed
Pursuant to Rule 424(b)(5)
Registration Statement 333-133891
A filing fee of $7,728, calculated in accordance with
Rule 457(r), has been previously transmitted to the SEC in
connection with the shares of common stock offered by means of
this prospectus supplement and the accompanying prospectus from
Registration Statement
No. 333-133891
filed May 8, 2006. The proposed maximum aggregate offering
price has been calculated as 8,000,000 shares multiplied by
$24.58 per share, the average of the high and low prices of our
common stock as reported in the consolidated reporting system on
August 8, 2008. This paragraph shall be deemed to update
the Calculation of Registration Fee table in the
registration statement referred to above.
PROSPECTUS
SUPPLEMENT
(To Prospectus dated May 8, 2006)
Great
Plains Energy Incorporated
Common Stock
We may offer and sell up to 8,000,000 shares of our common
stock from time to time through BNY Mellon Capital Markets, LLC
(BNYMCM), as our agent under a sales agency
financing agreement.
These shares will be offered at market prices prevailing at the
time of sale. We will pay BNYMCM a commission equal to 1% of the
sales price of all shares sold through it as our agent.
Our common stock is listed on the New York Stock Exchange under
the ticker symbol GXP. The reported last sale price
of our common stock on August 13, 2008, as reported in the
consolidated reporting system, was $24.65 per share.
Investing in these securities involves risks. See
the section entitled Risk Factors on
page S-2
of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state
securities regulators or other regulatory bodies have approved
or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful
or complete. Any representation to the contrary is a criminal
offense.
BNY Mellon Capital Markets,
LLC
The date of this prospectus supplement is August 14, 2008
Table of
contents
Prospectus
supplement
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S-2
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S-2
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S-2
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S-4
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S-5
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S-6
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S-6
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S-7
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S-7
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Prospectus
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S-1
ABOUT
THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus
supplement, which describes the terms of the offering of our
shares of common stock. The second part is the accompanying
prospectus dated May 8, 2006, which we refer to as the
accompanying prospectus. The accompanying prospectus
contains a description of our common stock and gives more
general information, some of which may not apply to the common
stock.
You should rely only on the information contained or
incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not, and BNYMCM has not,
authorized anyone to provide you with different information. If
anyone provides you with different or inconsistent information,
you should not rely on it. We are not, and BNYMCM is not, making
an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the
information appearing in this prospectus supplement, the
accompanying prospectus and the documents incorporated by
reference is accurate only as of their respective dates. Our
business, financial condition, results of operations and
prospects may have changed materially since those dates.
Before you invest in our common stock, you should carefully read
the registration statement (including the exhibits thereto) of
which this prospectus supplement and the accompanying prospectus
form a part, this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference into this
prospectus supplement and accompanying prospectus. The
incorporated documents are described in this prospectus
supplement under Where You Can Find More Information.
Unless the context otherwise requires or as otherwise indicated,
when we refer to Great Plains Energy Incorporated,
we mean the corporation by that name, and when we refer to
Great Plains Energy, the Company,
we, us or our in this
prospectus supplement or when we otherwise refer to ourselves in
this prospectus supplement, we mean Great Plains Energy
Incorporated and its consolidated subsidiaries.
RISK
FACTORS
An investment in our common stock is subject to various risks.
In addition to the other information contained elsewhere or
incorporated by reference in this prospectus supplement and the
accompanying prospectus, you should carefully consider the
information contained in the Risk Factors and
Cautionary Statements Regarding Certain Forward-Looking
Information sections in our Annual Report on
Form 10-K
for the year ended December 31, 2007, as updated in our
Quarterly Reports on
Form 10-Q
for the quarters ended March 31, 2008 and June 30,
2008 (which may be further updated in our quarterly reports on
Form 10-Q
and current reports on
Form 8-K
filed subsequent to such reports and incorporated herein by
reference) before you decide to invest in our common stock.
CAUTIONARY
STATEMENTS REGARDING CERTAIN FORWARD-LOOKING
INFORMATION
This prospectus supplement, the accompanying prospectus and the
documents incorporated or deemed incorporated by reference as
described under the heading Where You Can Find More
Information in this prospectus supplement contain
forward-looking statements that are not based on historical
facts. Forward-looking statements include, but are not limited
to, statements regarding projected delivered volumes and
margins, the outcome of regulatory proceedings, cost estimates
of the Comprehensive Energy Plan and other matters affecting
future operations. You can typically identify forward-looking
statements by the use of forward-looking words, such as
expect, anticipate,
estimate, project, may,
intend, will, could,
believe, continue,
potential, plan, forecast
and other similar words. 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 supplement and in
our other filings with the Securities and Exchange Commission
(SEC). 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
supplement. Some of the factors that may cause actual results,
developments
S-2
and business decisions to differ materially from those
contemplated by these forward-looking statements include the
following:
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future economic conditions in the regional, national and
international markets, including, but not limited to, regional
and national wholesale electricity markets
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market perception of the energy industry, Great Plains Energy
and our subsidiaries, Kansas City Power & Light
Company (KCP&L) and Aquila, Inc., which is
doing business as KCP&L Greater Missouri Operations Company
(KCP&L GMO)
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changes in business strategy, operations or development plans
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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
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decisions of regulators regarding rates KCP&L and
KCP&L GMO can charge for electricity
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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
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financial market conditions and performance including, but not
limited to, changes in interest rates and credit spreads and in
availability and cost of capital and the effects on pension plan
assets and costs
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credit ratings
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inflation rates
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effectiveness of risk management policies and procedures and the
ability of counterparties to satisfy their contractual
commitments
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impact of terrorist acts
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increased competition including, but not limited to, retail
choice in the electric utility industry and the entry of new
competitors
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ability to carry out marketing and sales plans
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weather conditions including weather-related damage
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cost, availability, quality and deliverability of fuel
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ability to achieve generation planning goals and the occurrence
and duration of planned and unplanned generation outages
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delays in the anticipated in-service dates and cost increases of
additional generating capacity and environmental projects
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nuclear operations
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workforce risks, including retirement compensation and benefits
costs
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the ability to successfully integrate KCP&L and KCP&L
GMO operations and the timing and amount of resulting synergy
savings)
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other risks and uncertainties
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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 supplement and in
our other SEC filings. We undertake no obligation to publicly
update or revise any forward-looking statement, whether as a
result of new information, future events or otherwise.
S-3
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, and proxy
statements and other information with the SEC through the
SECs Electronic Data Gathering, Analysis and Retrieval
system and these filings are publicly available through the
SECs website
(http://www.sec.gov).
You may read and copy such material at the SECs 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.
The SEC allows us to incorporate by reference into
this prospectus supplement the information we file with it. 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 supplement
and should be read with the same care. We are incorporating by
reference into this prospectus supplement 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
supplement is completed (documents subsequently
furnished but not filed with the SEC are
not included for this purpose):
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Our Annual Report on
Form 10-K
for the year ended December 31, 2007, filed with the SEC on
February 28, 2008;
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Our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2008, filed with the SEC on
May 9, 2008;
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Our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2008, filed with the SEC on
August 8, 2008; and
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Our Current Reports on
Form 8-K
dated:
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January 31, 2008 and filed with the SEC on January 31,
2008;
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February 5, 2008 and filed with the SEC on
February 11, 2008;
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February 20, 2008 and filed with the SEC on
February 21, 2008;
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February 25, 2008 and filed with the SEC on
February 26, 2008 (but only Item 8.01 of such report);
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March 7, 2008 and filed with the SEC on March 11, 2008;
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March 18, 2008 and filed with the SEC on March 24,
2008 (but only Item 5.02 of such report);
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April 2, 2008 and filed with the SEC on April 2, 2008;
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April 1, 2008 and filed with the SEC on April 7, 2008;
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April 29, 2008 and filed with the SEC on April 30,
2008;
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May 7, 2008 and filed with the SEC on May 8, 2008 (but
only Item 8.01 of such report);
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May 16, 2008 and filed with the SEC on May 22, 2008;
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June 2, 2008 and filed with the SEC on June 6, 2008;
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June 13, 2008 and filed with the SEC on June 19, 2008;
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June 27, 2008 and filed with the SEC on June 27, 2008;
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July 1, 2008 and filed with the SEC on July 1, 2008
(but only Item 8.01 of such report);
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July 9, 2008 and filed with the SEC on July 10, 2008;
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July 14, 2008 and filed with the SEC on July 18, 2008
(as amended by our Current Report on
Form 8-K/A
filed with the SEC on August 14, 2008); and
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August 8, 2008 and filed with the SEC on August 8,
2008.
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S-4
Any statement contained in a document incorporated or deemed to
be incorporated by reference in or deemed to be a part of this
prospectus supplement shall be deemed to be modified or
superseded for purposes of this prospectus supplement to the
extent that a statement contained in any other subsequently
filed document which also is or is deemed to be incorporated by
reference or deemed to be part of this prospectus supplement
modifies or replaces such statement. Any statement contained in
a document that is deemed to be incorporated by reference or
deemed to be part of this prospectus supplement after the most
recent effective date may modify or replace existing statements
contained herein. Any such statement so modified shall not be
deemed in its unmodified form to constitute a part of this
prospectus supplement for purposes of the Securities Act of
1933. Any statement so superseded shall not be deemed to
constitute a part of this prospectus supplement for purposes of
the Securities Act of 1933.
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 of
1934 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 the following address: Great Plains
Energy Incorporated, 1201 Walnut Street, Kansas City, Missouri
64106-2124
(Telephone No.:
816-556-2200),
Attention: Corporate Secretary, or by contacting us on our
website.
THE
COMPANY
Great
Plains Energy Incorporated
Great Plains Energy Incorporated is a public utility holding
company and does not own or operate any significant assets other
than the stock of our subsidiaries. Our principal active
subsidiaries are:
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Kansas City Power & Light Company
(KCP&L), which provides regulated electric
utility service to customers primarily in the Kansas City
metropolitan area in Missouri and Kansas. KCP&L is a direct
wholly-owned subsidiary of Great Plains Energy Incorporated.
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Aquila, Inc. (Aquila), which provides regulated
electric service to customers in Missouri. Aquila is a direct
wholly-owned subsidiary of Great Plains Energy Incorporated.
Aquila currently does business as, and its corporate name will
be changed to, KCP&L Greater Missouri Operations Company.
We sometimes refer to Aquila as KCP&L GMO in
this prospectus supplement.
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We also indirectly hold investments in affordable housing
limited partnerships and in certain other non-regulated
subsidiaries that are either inactive or have insignificant
operations. Finally, our direct wholly-owned subsidiary, Great
Plains Energy Services Incorporated, provides services at cost
to us and our subsidiaries, including KCP&L and KCP&L
GMO.
We were incorporated in 2001 as a Missouri corporation and
became the holding company for KCP&L that year as a result
of a corporate reorganization. Our principal executive offices
are located at 1201 Walnut Street, Kansas City, Missouri
64106-2124,
and our telephone number is
(816) 556-2200.
Acquisition
of Aquila
On July 14, 2008, we completed our acquisition of Aquila.
Under the terms of the agreement, Aquila shareholders received
$1.80 in cash plus 0.0856 of a share of our common stock for
each share of Aquila common stock. The total purchase price of
the acquisition was approximately $1.7 billion. Immediately
prior to our acquisition of Aquila, Black Hills Corporation
acquired Aquilas electric utility assets in Colorado and
its gas utility assets in Colorado, Kansas, Nebraska and Iowa.
Following the closing of the transactions, we own Aquila,
including its Missouri-based utility operations consisting of
the Missouri Public Service and St. Joseph Light &
Power divisions.
S-5
USE OF
PROCEEDS
We intend to use the net proceeds of this offering to make
contributions of capital to KCP&L and KCP&L GMO for
general corporate purposes, including the repayment of all or a
portion of KCP&Ls outstanding commercial paper and
the funding of construction expenditures, among other corporate
purposes. Pending any specific application, we may invest the
net proceeds from the offering in short-term marketable
securities.
PLAN OF
DISTRIBUTION
The information in this section adds to the information in the
Plan of Distribution section beginning on
page 20 of the accompanying prospectus. Please read these
two sections together.
We have entered into a sales agency financing agreement, dated
as of August 14, 2008, with BNY Mellon Capital Markets,
LLC, or BNYMCM, under which we may issue and sell up to
8,000,000 shares of our common stock from time to time
through BNYMCM, as our agent for the offer and sale of the
shares. The sales, if any, of the shares of our common stock
under the sales agency financing agreement will be made in
at the market offerings as defined in Rule 415
of the Securities Act of 1933, including sales made directly on
the New York Stock Exchange, the principal existing trading
market for our common stock, sales made to or through a market
maker or through an electronic communications network, or if we
and BNYMCM agree in writing, in privately negotiated
transactions.
From time to time during the term of the sales agency financing
agreement, and subject to the terms and conditions set forth
therein, we may deliver an issuance notice to BNYMCM specifying:
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the length of the selling period, which may not exceed 20
consecutive trading days;
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the aggregate sales price of our common stock to be sold, which
may not exceed $50,000,000 during any selling period without
BNYMCMs prior written consent; and
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the minimum price below which sales may not be made.
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Upon receipt of an issuance notice from us, and subject to the
terms and conditions of the sales agency financing agreement,
BNYMCM has agreed to use its commercially reasonable efforts
consistent with its normal trading and sales practices to sell
such shares on such terms. We or BNYMCM may suspend the offering
of shares of our common stock at any time upon proper notice to
the other, and the selling period will immediately terminate.
The settlement between us and BNYMCM of sales of our common
stock will occur on the third business day following each
trading date on which the sales were made. The obligation of
BNYMCM under the sales agency financing agreement to sell shares
pursuant to any issuance notice is subject to a number of
conditions.
We will pay BNYMCM a commission equal to 1% of the sales price
of all shares sold through it as agent under the sales agency
financing agreement. We have also agreed to reimburse BNYMCM for
its reasonable documented out-of-pocket expenses, including fees
and expenses of counsel up to $100,000 in the aggregate, in
connection with the sales agency financing agreement. In
addition, we have agreed to pay, during the term of the sales
agency agreement, fees of the counsel to BNYMCM in connection
with its quarterly due diligence review, in an amount not to
exceed $5,000 per fiscal quarter.
In connection with the sale of our common stock hereunder,
BNYMCM may be deemed to be an underwriter within the
meaning of the Securities Act of 1933, and the compensation paid
to BNYMCM may be deemed to be underwriting commissions or
discounts. We have agreed to indemnify BNYMCM against certain
civil liabilities, including liabilities under the Securities
Act of 1933.
We intend to report at least quarterly the number of shares of
common stock sold through BNYMCM as agent in at-the-market
offerings, the net proceeds to us and the compensation paid by
us to BNYMCM in connection with such sales.
Sales of our common stock as contemplated in this prospectus
supplement will be settled through the facilities of The
Depository Trust Company or by such other means as we and
BNYMCM may agree upon.
The offering of our common stock pursuant to the sales agency
financing agreement will terminate upon the earliest of
(1) the sale of all shares of common stock subject to the
sales agency financing agreement, (2) the third
S-6
anniversary of the date of the sales agency financing agreement
and (3) any time upon 10 days notice. BNYMCM may
terminate the sales agency financing agreement upon one
days notice in certain circumstances, including bankruptcy
events relating to Great Plains Energy Incorporated or certain
significant subsidiaries, our failure to maintain the listing of
our common stock on the New York Stock Exchange or the
occurrence of an event which has had or would reasonably be
expected to have a material adverse effect on us.
We have agreed not to directly or indirectly sell, offer to
sell, contract to sell, grant any option to sell or otherwise
dispose of, shares of our common stock or securities convertible
into or exchangeable for shares of our common stock, warrants or
any rights to purchase or acquire our common stock for a period
beginning on the first trading day immediately prior to the
delivery of any issuance notice to BNYMCM and ending on the
first trading day immediately following the settlement date for
our common stock sold pursuant to the applicable issuance
notice, without the prior written consent of BNYMCM. BNYMCM may
give this consent at any time without public notice. The
restriction described in this paragraph does not apply to sales
of:
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shares of our common stock we offer or sell pursuant to the
sales agency financing agreement;
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shares of our common stock we issue in connection with
acquisitions of business, assets or securities of others;
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shares of our common stock we issue upon conversion of
securities, or the exercise of warrants, options or other rights
disclosed in our SEC filings; or
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shares of our common stock and options to purchase shares we
issue, in either case, pursuant to any employee or director
stock option, restricted stock unit or benefit plan (including
dividend reinvestment thereunder), any stock purchase or
ownership plan or our dividend reinvestment and direct stock
purchase plan (but not shares subject to a waiver to exceed plan
limits in its stock purchase plan).
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An affiliate of BNYMCM is a lender under revolving credit
facilities entered into separately with Great Plains Energy
Incorporated and KCP&L in May 2006. BNYMCM and its
affiliates have provided and in the future may continue to
provide investment banking, commercial banking, corporate trust
and other financial services to Great Plains Energy Incorporated
and its affiliates in the ordinary course of business for which
they have received and will receive customary compensation.
LEGAL
MATTERS
Certain legal matters in connection with the offering of the
common stock will be passed upon for us by Mark English,
Assistant General Counsel and Assistant Secretary, and by
Dewey & LeBoeuf LLP, New York, New York. Pillsbury
Winthrop Shaw Pittman LLP, New York, New York will act as
counsel to BNYMCM.
At August 1, 2008, Mr. English owned beneficially
7,963 shares of our common stock, including restricted
stock, and 7,142 performance shares, which may be paid in shares
of our common stock at a later date based on our performance.
EXPERTS
The consolidated financial statements and the related financial
statement schedules, incorporated by reference in this
prospectus supplement by reference from the Companys
Current Report on
Form 8-K
of Great Plains Energy Incorporated and subsidiaries dated
August 8, 2008, for the year ended December 31, 2007,
and the effectiveness of Great Plains Energy Incorporateds
internal control over financial reporting, 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 new accounting standards SFAS No. 158,
Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans and FIN No. 48,
Accounting for Uncertainty in Income Taxes, and
(2) express an unqualified opinion on the Companys
internal control over financial reporting), which are
incorporated herein by reference. Such financial statements and
financial statement schedules have been so incorporated in
reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
S-7
The consolidated Aquila, Inc. financial statements as of
December 31, 2007 and 2006, and for each of the years in
the three-year period ended December 31, 2007, which report
appears in the
Form 8-K
of Great Plains Energy Incorporated dated August 13, 2008,
have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP,
independent registered public accounting firm, incorporated by
reference herein, and upon the authority of said firm as experts
in accounting and auditing. The audit report covering the
December 31, 2007, consolidated financial statements
contains an explanatory paragraph that states, as discussed in
note 3 to the consolidated financial statements, effective
January 1, 2007, the Company adopted Financial Accounting
Standards Board (FASB) Interpretation No. 48, Accounting
for Uncertainty in Income Taxes an interpretation of
FASB Statement No. 109, Accounting for Income Taxes,
and FASB Staff Position (FSP) AUG
AIR-1,
Accounting for Planned Major Maintenance Activities.
S-8
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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Where You Can Find More
Information
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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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Description of Common
Stock
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Description of Stock
Purchase Contracts and Stock Purchase Units or Warrants for Stock
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Book-Entry System
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Plan of Distribution
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Legal Matters
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Experts
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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:
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future economic conditions in the regional, national and
international markets, including, but not limited to, regional
and national wholesale electricity markets
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market perception of the energy industry and Great Plains
Energy
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changes in business strategy, operations or development
plans
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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
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decisions of regulators regarding rates our subsidiary,
Kansas City Power & Light Company, can charge for
electricity
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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
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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
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credit ratings
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inflation rates
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effectiveness of risk management policies and procedures and
the ability of counterparties to satisfy their contractual
commitments
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impact of terrorist acts
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increased competition including, but not limited to, retail
choice in the electric utility industry and the entry of new
competitors
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ability to carry out marketing and sales plans
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weather conditions including weather-related damage
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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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nuclear operations
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ability to enter new markets successfully and capitalize on
growth opportunities in non-regulated businesses and the effects
of competition
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application of critical accounting policies, including but
not limited to, those relating to derivatives and pension
liabilities
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workforce risks, including compensation and benefits costs
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performance of projects undertaken by non-regulated
businesses and the success of efforts to invest in and develop
new opportunities and
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other risks and uncertainties.
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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
SECs Electronic Data Gathering, Analysis and Retrieval
system and these filings are publicly available through the
SECs website
(http://www.sec.gov).
You may read and copy such material at the SECs 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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Our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2005
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Our Report on
Form 8-K
dated February 1, 2006
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Our Report on
Form 8-K
dated February 10, 2006
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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 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.
3
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:
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Kansas City Power & Light Company
(KCP&L) is described below.
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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.
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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.
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Great Plains Energy Services Incorporated (Services)
provides services at cost to us and our subsidiaries, including
KCP&L.
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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&Ls
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&Ls total electric revenues averaged approximately
45% of our consolidated revenues over the last three years.
KCP&Ls 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.
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 Energys revenues averaged approximately 55% of
our consolidated revenues over the last three years. Strategic
Energys net income accounted for approximately 17%, 24%
and 21% of our consolidated income from continuing operations in
2005, 2004 and 2003, respectively.
4
Additional
Information
Our principal executive office is located at 1201 Walnut Street,
Kansas City, Missouri 64106. Our telephone number is
(816) 556-2200.
Investing in our securities involves risks. You should
carefully consider the information under the heading Risk
Factors in:
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any prospectus supplement relating to any securities we are
offering;
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our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2005, which is
incorporated by reference into this prospectus;
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our Quarterly Report on
Form 10-Q
for the quarterly period ended March 31, 2006, which is
incorporated by reference into this prospectus; and
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documents we file with the SEC after the date of this prospectus
and which are deemed incorporated by reference into this
prospectus.
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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:
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Repayment of short term debt;
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Repurchase, retirement or refinancing of other securities;
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Acquisitions; and
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Investments in subsidiaries.
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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.
5
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 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 Incorporateds 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 guarantees and
letters of credit outstanding from time to time in various
aggregate amounts, which amounts could be significant.
6
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:
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the title and any limitation on aggregate principal amount of
the debt securities;
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the original issue date of the debt securities;
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the date or dates on which the principal of any of the debt
securities is payable;
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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;
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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;
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the denominations in which such debt securities will be issuable;
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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;
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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;
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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
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the place or places where the principal of, and premium, if any,
and interest, if any, shall be payable;
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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;
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any restrictions on the declaration of dividends or the
requirement to maintain certain asset ratios or the creation and
maintenance of reserves;
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any remarketing features of the debt securities;
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any collateral, security, assurance, or guarantee for the debt
security;
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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;
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the securities exchange(s), if any, on which the debt securities
will be listed;
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the terms, if any, pursuant to which debt securities may be
converted into or exchanged for shares of our capital stock or
other securities;
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any interest deferral or extension provisions;
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7
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the applicability of or any change in the subordination
provisions for a series of debt securities;
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the terms of any warrants we may issue to purchase debt
securities; and
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any other terms of the debt securities not inconsistent with the
provisions of the applicable indenture.
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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:
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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,
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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
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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,
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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 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
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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
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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
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(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.
8
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.
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 persons 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.
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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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we have delivered to the trustees for such debt securities an
officers 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&Ls 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 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 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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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
trustees 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
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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.
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:
(1) 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
(2) 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.
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
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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 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&Ls secured and unsecured
debt, under seven separate indentures. One of BNY Midwests
affiliates, The Bank of New York, is also a lender under Great
Plains Energy Incorporateds 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.
14
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
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150,000,000 shares of Common Stock with no par value.
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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 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
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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.
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:
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the business combination shall have been approved by a majority
of the continuing directors; or
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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.
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Listing. The common stock of Great Plains
Energy Incorporated is listed on the New York Stock Exchange
under the symbol GXP.
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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:
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our senior debt securities or subordinated debt securities,
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debt obligations of third parties, including U.S. treasury
securities,
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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
holders 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
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.
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).
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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. (DTCs
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.
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 DTCs 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 DTCs 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; DTCs 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.
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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 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, DTCs 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
DTCs 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. DTCs practice is to credit direct
participants accounts upon DTCs 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 DTCs 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 DTCs
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.
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We may sell the securities:
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through underwriters or dealers;
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directly;
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through agents; or
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through any combination of the above.
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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 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
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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 firms 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.
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.
The consolidated financial statements, the related financial
statement schedules and managements 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 managements 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.
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