-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TRIYy92/HAE6anievFLkUA3osEuWHs9pDHvGPvhixRA6+kroy5yY91Qr9V5iCQkU TLRTmrFHQU0d8QPQZ2Jtqg== 0000054476-00-000013.txt : 20000320 0000054476-00-000013.hdr.sgml : 20000320 ACCESSION NUMBER: 0000054476-00-000013 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KANSAS CITY POWER & LIGHT CO CENTRAL INDEX KEY: 0000054476 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 440308720 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-17285 FILM NUMBER: 572195 BUSINESS ADDRESS: STREET 1: 1201 WALNUT STREET 2: P O BOX 418679 CITY: KANSAS CITY STATE: MO ZIP: 64106-2124 BUSINESS PHONE: 8165562200 MAIL ADDRESS: STREET 1: 1201 WALNUT STREET 2: PO BOX 418679 CITY: KANSAS CITY STATE: MO ZIP: 64106-2124 424B3 1 RULE 424(b)(3) File No. 333-17285 PRICING SUPPLEMENT NO. 1 DATED MARCH 15, 2000 (To Prospectus dated December 19, 1996) KANSAS CITY POWER & LIGHT COMPANY Unsecured Medium-Term Notes Due From Nine Months to Thirty Years From Date of Issue _______________________ Form of Offered Notes: Check blank opposite applicable sentence: x The Offered Notes will be in global book-entry form. _____ The Offered Notes will be in certificated form. Issue Price (as a percentage of Original Issue Principal Amount): 100 % Principal Amount: $200,000,000 Original Issue Date: March 20, 2000 Maturity Date: March 20, 2002 If Offered Notes have a Fixed Rate: Interest Rate: ____% Interest Payment Dates: ____ ____ Record Dates: ____ ____ If Offered Notes have a Floating Rate: Base Rate: LIBOR Initial Interest Rate: Determined as described below Maximum Interest Rate: N/A % Minimum Interest Rate: N/A % Interest Reset Dates: March 20, 2000, and thereafter the third Wednesday of March, June, September and December Interest Reset Period: Quarterly Interest Payment Dates: The third Wednesday of March, June, September and December, commencing June 21, 2000 Record Dates: 15 calendar days prior to the Interest Payment Dates Interest Payment Period: Quarterly Spread (+/-): + .15% Spread Multiplier: N/A Calculation Date: N/A LIBOR Interest Second London Banking Day preceding Determination Dates: Interest Reset Date Index Maturity: 3 months Redemption: N/A Check blank opposite applicable sentence: X The Offered Notes cannot be redeemed prior to maturity. _____ The Offered Notes may be redeemed prior to maturity. Terms of Redemption: Par Date: _________________ Initial Redemption Date: __________ Limitation Date: __________ Initial Percentage: ______________% Reduction Percentage: _____% Additional Terms: _________ 2 THE COMPANY Kansas City Power & Light Company (KCPL) is a publicly-held, regulated electric utility incorporated in Missouri in 1922 and headquartered in downtown Kansas City, Missouri. KCPL engages in the generation, transmission, distribution and sale of electricity to approximately 463,000 customers located in all or portions of 31 counties in western Missouri and eastern Kansas. About two-thirds of KCPL's retail sales are to Missouri customers and the remainder to Kansas customers. Customers include approximately 407,000 residences, 53,000 commercial firms, and 3,000 industrials, municipalities and other electric utilities. Retail electric revenues in Missouri and Kansas accounted for approximately 93% of KCPL's total electric revenues in 1999. Wholesale firm power, bulk power sales and miscellaneous electric revenues accounted for the remainder of utility revenues. KCPL also owns an unregulated subsidiary, KLT Inc., formed in 1992, KLT holds interests in telecommunications, oil and gas development and production, energy services and affordable housing limited partnerships. KCPL is proactively seeking to restructure the company in advance of retail access legislation into three separate businesses -- generation, transmission and distribution and unregulated activities. Retail access legislation is not expected to pass in the states of Missouri and Kansas in the year 2000. Thus, KCPL cannot predict the ultimate outcome of any such legislation. The address of the Company's principal executive office is 1201 Walnut, Kansas City, Missouri 64106 (Telephone: (816) 556-2200). SUMMARY FINANCIAL INFORMATION Income Statement Information Year Ended December 31, -------------------------- 1997 1998 1999 ---- ---- ---- (Thousands) Operating revenues $895,943 $938,941 $897,393 Operating income $162,722 $184,165 $143,949 Net Income $76,560 $120,722 $81,915 Ratios Year Ended December 31, ------------------------------ 1995 1996 1997 1998 1999 ---- ---- ---- ---- ---- Ratios of Earnings to Fixed 3.94 3.06 2.03 2.87 2.07 Charges Capitalization Summary December 31, 1999 ----------------- (Thousands) Long-term debt* $ 685,884 Company-obligated Mandatorily Redeemable 150,000 Preferred Securities Preferred stock 39,062 Common equity 864,644 ----------- Total $ 1,739,590 =========== *Excluding current maturities of long-term debt included in current liabilities. 3 LIBOR with respect to the Notes shall mean: (a) With respect to any LIBOR Interest Determination Date, LIBOR will be the rate determined on the basis of the offered rates for deposits of the Index Maturity specified in effect for three- month deposits in U.S. dollars, for use commencing on the second London Banking Day immediately following such Interest Determination date, that appears on Telerate Page 3750 as of 11:00 a.m., London time, on such Libor LIBOR Interest Determination Date. "Telerate Page 3750" means the display designated as page "3750 on Bridge Telerate, Inc." (or such other page as may replace the 3750 page on the service or such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits). If no rate appears on Telerate Page 3750, LIBOR in respect of such Interest Determination Date will be determined as if the parties had specified the rate described in (b) below. (b) With respect to an Interest Determination Date on which no rate appears on Telerate Page 3750, as described above, LIBOR will be determined on the basis of the arithmetic mean, as determined by the Calculation Agent, of the rates at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date at which three-month deposits in U.S. dollars are offered to prime banks in the London interbank market by three major banks in the London interbank market selected by the Calculation Agent commencing on the second London Banking Day immediately following such LIBOR Interest Determination Date and in a principal amount equal to an amount of not less than $1 million that in the Calculation Agents judgement is representative for a single transaction in such market at such time. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If fewer than two quotations are provided, LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on such LIBOR Interest Determination Date by three major banks in The City of New York, selected by the Calculation Agent for three- month loans in U.S. dollars to leading European banks, commencing on the second London Banking Day immediately following such LIBOR Interest Determination Date and in a principal amount equal to an amount of not less than $1 million that in the Calculation Agent's judgment is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR will be the LIBOR determined on the last preceding LIBOR Interest Determination Date. Agency Transaction ( )* or Principal Transaction (X)* __________________ If the Agency Transaction box is checked, the Offered Notes are being offered directly by the Company through an Agent, acting as Agent for the Company. If the Principal Transaction box is checked, however, the Offered Notes have been sold to an Agent as principal for resale to purchasers upon terms described in the Prospectus. If the Principal Transaction box is checked and the Offered Notes are being offered by an Agent as principal, the Offered Notes were purchased by an Agent from the Company at a price determined as provided in the Prospectus unless otherwise stated in the space which follows: 4 UNDERWRITING Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Banc of America Securities LLC (the "Underwriters"), are acting as principals in the sale of the Offered Notes. Subject to the terms and conditions set forth in a Terms Agreement dated March 15, 2000 (the "Terms Agreement"), between the Company and the Underwriters, and Distribution Agreements dated December 19, 1996, between the Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Morgan Grenfell, Inc. and Morgan Stanley & Co. Incorporated, and dated March 15, 2000 between the Company and Banc of America Securities LLC, the Company has agreed to sell to each of the Underwriters, and each of the Underwriters has severally agreed to purchase, the principal amount of Offered Notes set forth opposite its name below: Principal Amount Underwriter of the Offered Notes ----------- ----------- Merrill Lynch, Pierce, Fenner & Smith $67,000,000 Incorporated Morgan Stanley & Co. Incorporated 67,000,000 Banc of America Securities LLC 66,000,000 ------------ Total $200,000,000 Under the terms and conditions of the Terms Agreement, the Underwriters are committed to take and pay for all of the Offered Notes, if any are taken. The Underwriters may effect transactions by selling the Offered Notes to or through dealers, and such dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the Underwriters and/or the purchasers of the Offered Notes for whom they may act as agent. In connection with the sale of the Offered Notes, the Underwriters may be deemed to have received compensation from the Company in the form of underwriting discounts, and the Underwriters may also receive commissions from the purchasers of the Offered Notes for whom they may act as agent. The Underwriters and any dealers that participate with the Underwriters in the distribution of the Offered Notes may be deemed to be underwriters, and any discounts or commissions received by them and any profit on the resale of the Offered Notes by them may be deemed to be underwriting discounts or commissions. The Offered Notes are a new issue of securities with no established trading market. The Company currently has no intention to list the Offered Noted on any securities exchange. The Company has been advised by the Underwriters that they intend to make a market in the Offered Notes but are not obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Offered Notes. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. 5 -----END PRIVACY-ENHANCED MESSAGE-----