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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) November 8, 1999
(November 4, 1999)
WESTERN RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
KANSAS 1-3523 48-0290150
(State or Other Jurisdiction of (Commission (Employer
Incorporation or Organization) File Number) Identification No.)
818 KANSAS AVENUE, TOPEKA, KANSAS 66612
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number Including Area Code (785) 575-6300
WESTERN RESOURCES, INC.
Item 5. Other Events
On November 4, 1999, Western Resources, Inc. announced the receipt of
the final KCC order.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Press release dated as of November 4, 1999, issued by
Western Resources, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Western Resources, Inc.
Date November 8, 1999 By /s/ William B. Moore
William B. Moore, Executive Vice
President, Chief Financial
Officer and Treasurer
Date November 8, 1999 By /s/ Leroy P. Wages
Leroy P. Wages, Controller
EXHIBIT INDEX
Exhibit Number Description of Exhibit
99.1 Press release dated as of November 4,
1999, issued by Western Resources, Inc.
Exhibit 99.1
WESTERN RESOURCES RECEIVES FINAL KCC ORDER
TOPEKA, Kansas, November 4, 1999 -- Western Resources today said it had
cleared the last major regulatory hurdle with the clarification of the final
order of the Kansas Corporation Commission (KCC) giving approval for the
creation of Westar Energy through the merger of Western Resources (NYSE: WR)
and Kansas City Power & Light Company (NYSE: KLT).
Western Resources said the action of the KCC allows the company to
retain merger savings of more than $300 million over a minimum of four years
and allows a mechanism to be established for post-moratorium sharing of
savings between shareholders and customers.
"This order allows us an opportunity to retain all merger savings during
the moratorium and for the sharing of savings after the moratorium period,"
said David C. Wittig, Western Resources chairman, president and chief
executive officer. "The reason for our reconsideration petition had been to
clarify the accounting treatment of the KCC's position on post-moratorium
sharing of savings. We believe the conditions outlined in all of the merger
orders and settlements make it possible for Westar Energy to be financially
sound and should allow Westar Energy to support a targeted dividend of $0.72
per share as we previously outlined to shareholders."
Westar Energy, which upon closing of the KCPL transaction will combine
the electric operations of KCPL, KGE and KPL, will focus exclusively on
providing efficient, safe and reliable electric service. Western Resources
will own 80.1 percent of the new company, with the
remainder initially owned by KCPL shareholders. The shares will begin trading
on the New York Stock Exchange when the transaction closes under the symbol
WSR.
Other key provisions in the KCC order are:
- An electric rate moratorium of approximately four years;
- No rate reductions or rebates during the moratorium;
- A mechanism for sharing merger savings with both shareholders and
customers after the moratorium;
- An opportunity to seek carrying charges and recovery of new plant
investment costs;
- A method to establish reasonable service quality standards to
assure continued customer satisfaction and reliable electric
service.
"This final action by the KCC is important in realizing the overall
strategic vision of Western Resources," said Wittig. "It also means that our
customers can benefit from no rate increase for at least four years and
continue to enjoy electric rates well below the national average."
The company currently expects the receipt of a final Federal Energy
Regulatory Commission action around the end of the year. In addition, the KCC
order is subject to further requests for reconsideration and an appeal
process. The company indicated that the merger could be finalized in the first
quarter of 2000. The closing of the merger is subject to the satisfaction or
waiver of various regulatory and other conditions and certain rights of
termination as outlined in the merger agreement and the company's 10K.
Western Resources (NYSE: WR) is a consumer services company with
interests in monitored services and energy. The company has total assets of
more than $8 billion, including security company holdings through ownership of
Protection One (NYSE: POI), which has more
than 1.6 million security customers in 48 states and Europe. Its utilities,
KPL and KGE, provide electric service to approximately 614,000 customers in
Kansas. Through its ownership in ONEOK Inc. (NYSE: OKE), a Tulsa-based natural
gas company, Western Resources has a 45 percent interest in the eighth largest
natural gas distribution company in the nation, serving more than 1.4 million
customers. For more information about Western Resources and its operating
companies, visit us on the Internet at http://www.wr.com.
Forward-Looking Statements: Certain matters discussed in this news
release are "forward-looking statements." The Private Securities Litigation
Reform Act of 1995 has established that these statements qualify for safe
harbors from liability. Forward-looking statements may include words like we
"believe", "anticipate," "expect" or words of similar meaning. Forward-looking
statements describe our future plans, objectives, expectations, or goals. Such
statements address future events and conditions concerning capital
expenditures, earnings, litigation, rate and other regulatory matters, closing
of the KCPL transaction, successful integration of Western Resources' and
KCPL's businesses and achievement of anticipated cost savings, the outcome of
accounting issues being reviewed by the SEC staff, possible corporate
restructurings, mergers, acquisitions, dispositions, liquidity and capital
resources, interest and dividend rates, year 2000 issue, environmental
matters, changing weather, nuclear operations, ability to enter new markets
successfully and capitalize on growth opportunities in nonregulated
businesses, events in foreign markets in which investments have been made, and
accounting matters. Our actual results may differ materially from those
discussed here. See the company's and Protection One's 1998 Annual Report on
Form 10-K and 10K/A, quarterly reports on Forms 10-Q and current reports on
Form 8K for further discussion of factors affecting the company's and
Protection One's performance. Western Resources disclaims any obligation to
update any forward-looking statements as a result of developments occurring
after the date of this news release.
/CONTACT: Media: Michel' Philipp, news@wr.com, 785.575.1927, or fax:
785.575.6399, or Investors: Jim Martin, jim_martin@wr.com, 785.575.6549, or
fax: 785.575.8160, both of Western Resources/
/Web site:http://www.wr.com