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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
)
Application for Western Resources, Inc. on ) CERTIFICATE PURSUANT TO
Form U-1 (File No. 70-9867) ) RULE 24 UNDER THE
) PUBLIC UTILITY HOLDING
) COMPANY ACT OF 1935, AS
) AMENDED
- --------------------------------------------------------------------------------
Pursuant to the requirements of Rule 24 under the Public Utility Holding
Company Act of 1935, as amended, Western Resources, Inc. certifies that its
retention of its security holdings of Westar Generating, Inc. after completion
of construction of and initiation of commercial operation at a 2X1 F class
combined cycle generation facility at The Empire District Electric Company State
Line station near Joplin, Missouri, as proposed in the Application to the
Commission on Form U- 1 in File Number 70-9867, and authorized by order of the
Commission in Public Utility Holding Company Act Release No. 27411, dated May
30, 2001, has been carried out in accordance with the terms and conditions of
and for the purposes represented in the Application and of the Commission's
order with respect thereto.
SIGNATURE
Pursuant to the Public Utility Holding Company Act of 1935, the undersigned
company has caused this Certificate to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTERN RESOURCES, INC.
By: /s/ Richard D. Terrill
Name: Richard D. Terrill
Title: Executive Vice President and
General Counsel
June 29, 2001
EXHIBIT F-2
Letterhead of Richard D. Terrill
June 29, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Western Resources Inc.'s Acquisition of Securities of an
Electric Utility Company, File 70-9867
Dear Sir or Madam:
As Executive Vice President and General Counsel of Western Resources, Inc.
("WRI"), a Kansas corporation, I have acted as counsel to WRI with respect to
the application (the "Application") on Form U-1 to the Securities and Exchange
Commission ("Commission") in File No. 70-9867. I am furnishing this opinion to
you in connection with the Application and consent to its use as an exhibit to
the Application.
Westar Generating, Inc. ("Westar Generating"), a wholly owned subsidiary of
WRI, is a Kansas corporation that holds an undivided 40% ownership interest in a
2X1 F class combined cycle generation facility on which construction was
recently completed at The Empire District Electric Company State Line station
near Joplin, Missouri ("State Line"). In the Application, WRI sought authority
under the Public Utility Holding Company Act of 1935, as amended, ("1935 Act"),
to retain the securities of Westar Generating after construction of the State
Line facility had concluded. Westar Generating's consideration for its 40%
interest in State Line was its share of the construction costs, which was
financed through existing financing sources.
I am familiar with the nature and character of the transaction proposed in
the Application. I am a member of the bar of the State of Kansas, the state in
which WRI and Westar Generating are incorporated. I am not a member of the bar
of the State of Missouri and do not hold myself out as an expert in the laws of
the State of Missouri.
In connection with this opinion, I have examined or caused to be examined
the Application and the various exhibits thereto, the minutes of various
meetings of the Board of Directors of WRI, applicable state law, the articles of
incorporation and bylaws of WRI and Westar Generating and such other documents
as I deemed necessary for the purpose of this opinion. I have relied upon the
advice of outside counsel when appropriate. I assume that the Board of Directors
of WRI and the officers and other representatives of WRI took the corporate
action necessary to authorize the transaction proposed in the Application. I
also assume that the Commission validly issued Holding Co. Act Release No. 27411
(May 30, 2001), its order under the 1935 Act authorizing the transaction
proposed in the Application.
Based upon the foregoing and subject to the assumptions, qualifications,
limitations, conditions and exceptions set forth herein, I am of the opinion
that:
(a) all state laws applicable to the proposed transaction have been
complied with;
(b) WRI and Westar Generating, at the time of the proposed
transaction, were each duly formed or incorporated under the laws
of the State of Kansas;
(c) WRI legally acquired any securities or assets subject to this
Application;
(d) the consummation of the transaction proposed in the Application
did not violate the legal rights of the holder of any securities
issued by WRI or by any associate company thereof; and
(e) the transaction was carried out in accordance with the
application.
Very truly yours,
/s/ Richard D. Terrill
Richard D. Terrill
Executive Vice President and General Counsel