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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/x/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.142-12
WESTERN RESOURCES, INC.
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(Name of Registrant as Specified In Its Charter)
WESTERN RESOURCES, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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/x/ Filing fee paid with preliminary filing.
WESTERN RESOURCES, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 7, 1996
IMPORTANT
Dear Preferred Shareholder:
We have previously sent you proxy materials for the important Annual Meeting
of Shareholders to be held on May 7, 1996. According to our latest records,
we have not yet received your proxy.
Your Board of Directors has unanimously recommended that shareholders vote FOR
all proposals. Because Proposal 3, the amendment to the Articles of
Incorporation, requires the affirmative vote of two-thirds of all outstanding
preferred shares voting as a class, your vote is very important no matter how
many or how few shares you own.
Since time is short and your vote is extremely important, we have established
a method to enable you to vote by toll-free telephone. Please follow the
simple instructions below.
Thank you for your cooperation.
John E. Hayes, Jr.
Chairman of the Board and
Chief Executive Officer
WESTERN RESOURCES, INC.
PAGE 2
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY ARE
AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-800-437-7699 between 8:00 a.m. and 12:00 midnight
eastern time.
2. Tell the operator that you wish to send a collect Proxygram to ID No.
4172, Western Resources, Inc.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your control
number as shown below:
Name:
Broker:
Control number:
Number of shares: [SHARES]
If you need assistance in voting, call our solicitor, Georgeson & Company Inc.
at 1-800-223-2064.
WESTERN RESOURCES, INC.
Solicited by the Board of Directors for use at the Annual Meeting of
Shareholders of Western Resources, Inc. - May 7, 1996, at 11:00 a.m. in the
Maner Conference Centre (Kansas Expocentre) located at the southeast corner of
Seventeenth and Western, Topeka, Kansas.
The undersigned hereby appoints John E. Hayes, Jr., John K. Rosenberg,
and Richard D. Terrill and any one or more of them, attorneys and proxies,
with full power of substitution and revocation in each, for and on behalf of
the undersigned, and with all the powers the undersigned would possess if
personally present, including discretionary power upon other matters properly
coming before the meeting, to vote at the above Annual Meeting and any
adjournment(s) thereof all shares of Preferred Stock of Western Resources,
Inc. that the undersigned would be entitled to vote at such meeting. The
undersigned acknowledges receipt of the Notice and Proxy Statement dated March
27, 1996.
The shares represented by this proxy will be voted as directed by the
shareholder. If no direction is given when the duly executed proxy is
returned, such shares will be voted FOR all proposals.
PAGE 3
Preferred Western Resources, Inc.
Annual Meeting of Shareholders
May 7, 1996
The Board of Directors recommends a vote FOR all Nominees and proposals 2 & 3.
1. Election of the following nominees as Directors:
Frank J. Becker, Gene A. Budig, C. Q. Chandler, Thomas R. Clevenger,
David C. Wittig
( ) FOR all Nominees ( ) WITHHELD for all
Nominees
( ) WITHHELD for the following nominee(s) only, give that
nominee(s) name to the operator.
2. Adoption of 1996 Long Term Incentive and Share Award Plan.
( ) FOR ( ) AGAINST ( ) ABSTAIN
3. Amend the Articles of Incorporation relating to unsecured
indebtedness.
( ) FOR ( ) AGAINST ( ) ABSTAIN