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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
WESTERN RESOURCES, INC.
(Exact name of issuer as specified in its charter)
Kansas 48-0290150
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
818 Kansas Avenue, Topeka, Kansas 66612
(Address of principal executive offices) (Zip Code)
WESTERN RESOURCES, INC. EMPLOYEES' 401(K) SAVINGS PLAN
(Full title of the plan)
S. L. Kitchen Richard D. Terrill
Executive Vice President, Corporate Secretary and
and Chief Financial Officer Associate General Counsel
818 Kansas Avenue 818 Kansas Avenue
Topeka, Kansas 66612 Topeka, Kansas 66612
(913) 575-6369 (913) 575-6322
(Names, addresses and telephone numbers,
including area code, of agents for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (2) Price (2) Fee
- ------------- ---------- -------------- --------- ------------
Participants
in the Plan (1)
Common Stock,
$5.00 Par
Value 3,000,000 $31.00 $93,000,000 $32,069
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plan(s) described herein.
(2) Estimated solely for purpose of calculating the registration fee
based upon the average of the high and low prices for the issuer's
common stock reported on the New York Stock Exchange Composite
Transactions on January 23, 1995 of $31.00 per share.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Western Resources, Inc. (the "Company") and the Western
Resources, Inc. Employees' 401(k) Savings Plan ("Plan") hereby
incorporate by reference the following documents previously filed with
the Securities and Exchange Commission:
(a) The Company's Annual Report on From 10-K for the fiscal year
ended December 31, 1993, filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act");
(b) The Plan's Annual Report for its fiscal year ended December
31, 1993, on From 11-K;
(c) The Company's current reports on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994, and September 30, 1994;
(d) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 10, filed May 5, 1949, as
updated by the description contained in Item 7 of the Company's Form
10-Q filed for the quarter ended March 31, 1979; and
(e) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
Company's annual report referenced in (a) above.
All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that
all securities offered hereunder have been sold or which deregisters
all securities then remaining unsold, shall be deemed to have been
incorporated herein by reference, and to be a part hereof from the
date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article XVIII of the Company's Restated Articles of
Incorporation, as amended, provides that a director of the Company
shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for paying a dividend or approving a stock
repurchase in violation of the Kansas General Corporation Code, or
(iv) for any transaction from which the director derived an improper
personal benefit. This provision is specifically authorized by
Section 17-6002(b)(8) of the Kansas General Corporation Code.
Section 17-6305 of the Kansas General Corporation Code (the
"Indemnification Statute") provides for indemnification by a
corporation of its corporate officers, directors, employees and
agents. The Indemnification Statute provides that a corporation may
indemnify such persons who have been, are, or may become a party to an
action, suit or proceeding due to his or her status as a director,
officer, employee or agent of the corporation. Further, the
Indemnification Statute grants authority to a corporation to implement
its own broader indemnification policy. Article XVIII of the
Company's Restated Articles of Incorporation, as amended, requires the
Company to indemnify its directors and officers to the fullest extent
provided by Kansas law. Further, as is provided for in Article XVIII,
the Company has entered into indemnification agreements with its
directors, which provide for indemnification which is broader than
that available under Article XVIII and the Indemnification Statute.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith, or incorporated herein
by reference:
EXHIBIT NO. EXHIBIT
23(a) Consent of Arthur Andersen LLP, filed herewith.
23(b) Consent of Deloitte & Touche LLP, filed herewith.
The registrant has submitted the Plan and will submit any
amendments thereto to the Internal Revenue Service in a timely manner
and will make all changes required by the IRS to maintain the Plan's
qualification.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales of the
securities registered hereby are being made, a post-effective
amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to the court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Topeka, and State of Kansas, on the 25th day of January, 1995.
Western Resources, Inc.
By JOHN E. HAYES, JR.
John E. Hayes, Jr.
Chairman of the Board, President,
and Chief Executive Officer
Pursuant to the requirement of the Securities Act of 1933, this
registration statement has been signed below by the following persons
in the capacities and on the date indicated.
SIGNATURE TITLE DATE
JOHN E. HAYES, JR. Chairman of the Board, January 25, 1995
John E. Hayes, Jr. President, and Chief
Executive Officer
(Principal Executive Officer)
STEVEN L. KITCHEN Executive Vice President January 25, 1995
Steven L. Kitchen and Chief Financial Officer
(Principal Financial and
Accounting Officer)
FRANK J. BECKER Director January 25, 1995
Frank J. Becker
GENE A. BUDIG Director January 25, 1995
Gene A. Budig
C. Q. CHANDLER Director January 25, 1995
C. Q. Chandler
THOMAS R. CLEVENGER Director January 25, 1995
Thomas R. Clevenger
JOHN C. DICUS Director January 25, 1995
John C. Dicus
DAVID H. HUGHES Director January 25, 1995
David H. Hughes
RUSSELL W. MEYER, JR. Director January 25, 1995
Russell W. Meyer, Jr.
JOHN H. ROBINSON Director January 25, 1995
John H. Robinson
MARJORIE I. SETTER Director January 25, 1995
Marjorie I. Setter
LOUIS W. SMITH Director January 25, 1995
Louis W. Smith
KENNETH J. WAGNON Director January 25, 1995
Kenneth J. Wagnon
The Plan. Pursuant to the requirements of the Securities Act of
1933, the administrative committee of the Plan has duly caused
this registration statement to be signed on the Plan's behalf by
the undersigned thereunto duly authorized, in the City of
Topeka, and State of Kansas, on the 25th day of January, 1995.
WESTERN RESOURCES, INC.
401(K) PLAN
By STEVEN L. KITCHEN
Steven L. Kitchen
Member of the Administrative Committee
EXHIBIT LIST
EXHIBIT NO. EXHIBIT
23(a) Consent of Arthur Andersen LLP, filed herewith.
23(b) Consent of Deloitte & Touche LLP, filed herewith.
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our reports dated
January 28, 1994 and April 15, 1994, included in and incorporated by reference
in Western Resources, Inc.'s Form 10-K and Form 11-K, respectively, for the year
ended December 31, 1993, and to all references to our firm included in this
Registration Statement on Form S-8.
ARTHUR ANDERSEN LLP
Kansas City, Missouri,
January 25, 1995
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Western Resources, Inc. on Form S-8 of our report dated January 29, 1993,
appearing in the Annual Report on Form 10-K of Western Resources, Inc. for the
year ended December 31, 1993.
DELOITTE & TOUCHE LLP
Kansas City, Missouri
January 25, 1995