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UNITED STATES
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 registrant as specified in its charter)
Kansas 48-0290150
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
818 South 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)
Richard D. Terrill William B. Moore
Executive Vice President, General Executive Vice President,
Counsel and Corporate Secretary Chief Financial Officer and Treasurer
818 South Kansas Avenue 818 South Kansas Avenue
Topeka, Kansas 66612 Topeka, Kansas 66612
(785)575-6322 (785)575-6369
(Names, addresses and telephone numbers, including area code,
of agents for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Share (1) Offering Price Fee
Participations
in the Plan (2)
Common Stock,
$5.00 Par Value 2,500,000 $17.34375 $43,359,375 $11,446.88
(1) 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 December 20,
1999 of $17.34375 per share.
(2) 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.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual Information.*
* The information called for by Part I of Form S-8 is not being
filed with or included in this Form S-8 in accordance with Rule
428 under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Western Resources, Inc. (the "Company") hereby incorporates by
reference the registration statement filed on Form S-8 on January 1, 1995
with respect to securities issued under the Company's Employees' 401(k)
Savings Plan (the "Plan") (SEC File Number 033-57435).
The Company also hereby incorporates by reference the following
documents previously filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"):
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 (File No. 1-3523);
(b) The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1998 (File No. 1-3523);
(c) The Company's Quarterly Reports filed on Form 10-Q for the
periods ending March 31, 1999, June 30, 1999, and September 30, 1999 (File No.
1-3523);
(d) The Company's Current Reports on Form 8-K dated January 28,
1999, April 1, 1999, May 11, 1999, July 23, 1999, August 12, 1999, August 24,
1999, October 12, 1999, October 14, 1999, October 15, 1999, October 22, 1999,
November 8, 1999, November 15, 1999, December 3, 1999, December 8, 1999 and
December 20, 1999 (File No. 1-3523);
(e) 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
(f) 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.
The financial statements and schedules included in or incorporated by
reference in this Registration Statement to the extent and for the periods
indicated in their reports have been audited by Arthur Andersen LLP,
independent public accountants, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
Item 6. Indemnification of Directors and Officers.
No material change. Refer to the registration statement filed on
Form S-8 on January 1, 1995 (SEC File Number 033-57435).
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
5 Legal opinion of Richard D. Terrill, Esq.
23 Consent of Arthur Andersen 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.
No material change. Refer to the registration statement filed on
Form S-8 on January 1, 1995 (SEC File Number 033-57435).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Western
Resources, Inc., 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, thereunder duly authorized, in the City of Topeka, State of
Kansas on the 22nd day of December, 1999.
WESTERN RESOURCES, INC.
(Registrant)
By:/s/ DAVID C. WITTIG
David C. Wittig
Chairman of the Board, President and
Chief Executive Officer
Each person whose signature appears below appoints David C. Wittig,
William B. Moore, and Richard D. Terrill and each of them, any of whom may act
without the joinder of the other, as his or her true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities to
sign any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto and all other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ DAVID C. WITTIG
David C. Wittig. Chairman of the Board, President December 22, 1999
and Chief Executive Officer
(Principal Executive Officer)
/s/ WILLIAM B. MOORE
William B. Moore Executive Vice President and Chief December 22, 1999
Financial Officer (Principal Financial
and Accounting Officer)
/s/ FRANK J. BECKER
Frank J. Becker Director December 22, 1999
/s/ GENE A. BUDIG
Gene A. Budig Director December 22, 1999
/s/ THOMAS R. CLEVENGER
Thomas R. Clevenger Director December 22, 1999
/s/ JOHN C. DICUS
John C. Dicus Director December 22, 1999
/s/ DAVID H. HUGHES
David H. Hughes Director December 22, 1999
/s/ RUSSELL W. MEYER, JR.
Russell W. Meyer, Jr. Director December 22, 1999
/s/ JANE DRESNER SADAKA
Jane Dresner Sadaka Director December 22, 1999
/s/ LOUIS W. SMITH
Louis W. Smith Director December 22, 1999
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 22nd day of
December, 1999
THE WESTERN RESOURCES, INC. EMPLOYEES' 401K SAVINGS PLAN.
By /s/ BRUCE A. AKIN
Bruce A. Akin
Member of the Incentive and Benefits Committee
EXHIBIT LIST
EXHIBIT NO. EXHIBIT
5 Legal opinion of Richard D. Terrill, Esq.
23 Consent of Arthur Andersen LLP, filed herewith.
Exhibit 5
December 22, 1999
Western Resources, Inc.
818 South Kansas Avenue
Topeka, Kansas 66612
Dear Sirs:
As Executive Vice President, General Counsel and Corporate Secretary of
Western Resources, Inc. (the "Company"), and in connection with the proposed
issue and sale, from time to time, of up to 2,500,000 shares of Common Stock,
par value $5.00 per share, of the Company (hereinafter called the "Offered
Common Stock"), with respect to which the Company is filing a Registration
Statement on Form S-8 with the Securities and Exchange Commission under the
Securities Act of 1933 to which Registration Statement this opinion shall be
filed as an exhibit, I advise you that, in my opinion:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Kansas.
2. Upon (a) authorization of the issue and sale of the Offered Common
Stock by applicable regulatory commissions having jurisdiction, (b) the
Registration Statement becoming effective under the Securities Act of 1933,
(c) the authorization of the issuance, sale and delivery of the Offered Common
Stock by the Board of Directors of the Company, and (d) full payment therefor,
the Offered Common Stock will be legally issued, validly outstanding, fully
paid and nonassessable and the holders thereof will be entitled to the rights
and privileges appertaining thereto, as set forth in the Company's Restated
Articles of Incorporation, as amended.
I hereby consent to the filing of a copy of this opinion as an exhibit
to said Registration Statement. I also consent to the use of my name and the
making of the statements with respect to myself in the Registration Statement
and the Prospectus constituting a part thereof.
Very truly yours,
/s/ RICHARD D. TERRILL
Richard D. Terrill
Exhibit 23
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 27, 1999 (except with respect to the matter discussed in
Note 2, as to which the date is April 5, 1999) included in Western Resources,
Inc.'s Form 10-K for the year ended December 31, 1998, and to all references
to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Kansas City, Missouri
December 22, 1999