View:
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): June 10, 2002 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) (785)-575-6300 (Registrant's Telephone Number Including Area Code)
WESTERN RESOURCES, INC. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit 99.1 - Investor presentation dated June 10, 2002. Item 9. Regulation FD Disclosure On June 10, 2002, we posted on our web site an investor presentation containing information to be discussed at our 2002 annual meeting of shareholders on June 11, 2002. A copy of the presentation is attached to this report. We are furnishing the information contained in this report pursuant to Regulation FD promulgated by the Securities and Exchange Commission ("SEC"). This information is furnished pursuant to Item 9 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By filing this report on Form 8-K and furnishing this information, we make no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD or that the information includes material investor information that is not otherwise publicly available. The information contained in this report is summary information that is intended to be considered in the context of our SEC filings and other public announcements that we may make, by press release or otherwise, from time to time. We disclaim any current intention to revise or update the information contained in this report, although we may do so from time to time as our management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
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 June 10, 2002 By /s/ Paul R. Geist ------------- --------------------- Paul R. Geist, Senior Vice President and Chief Financial Officer
EXHIBIT INDEX Exhibit Number Description of Exhibit 99.1 Investor presentation dated June 10, 2002
Exhibit 99.1 [GRAPHIC] Western Resources(R)
[GRAPHIC] Westar Energy(TM) ------------------------------------ ------------------ June 10, 2002
Westar Energy Debt --------------------------------------------------------------- ------------------------------------------ Unconsolidated Consolidated ($ in millions) -------------- ------------- Long Term (less cash investments) $ 3,006 $ 3,254 Short Term $ 3 $ 3 -------------- ------------- Total $ 3,009 $ 3,257 ============== ============= Upcoming Maturities: Unconsolidated Consolidated - ------------------- -------------- ------------- Unsec. 6.25% P/C 8/03 $ 258 $ 242 Unsec. 6.875% 8/04 $ 317 $ 305 -------------- ------------- $ 575 $ 547 Total ============== ============= Revolver ($150 available) $0 Preferred Securities: - -------------------- QUIPS $220 Preferred Stock $22 Off-balance sheet: - ----------------- LaCygne Sale-Leaseback $271 Accounts Receivable $95 Railcar Leases $35 [GRAHPIC] Westar Energy(TM) 2
Westar Industries ---------------------------------------------------------- ------------------------------------- Cash on hand $81 million P-1 stock 85.3 million shares P-1 line-of-credit $187 million drawn of $205 million P-1 bonds $14 million of the 6.75%'s P-1 Europe $20 million of tangible book value OKE stock 4.7 million shares of common, 39.9 million equivalent shares of preferred WR stock 19.8 million shares WR bonds $16 million of the 6.25%'s and $12 million of the 6.875%'s [GRAPHIC] Westar Energy(TM) 3
Shares Outstanding ------------------------------------------------------------- -------------------------------------------- Fully Primary Diluted ------------- ---------------- Primary 71,523,113 91,839,754 Options 249,023 249,023 RSU's 1,799,835 1,799,835 ------------- ---------------- Total 73,571,971 93,888,612 ============= ================ Shareholders of note -------------------- Westar Industries 19,816,641 Weitz & Co. 6,578,100 GAMCO 3,618,300 Alliance Capital 3,237,731 WR Board/Exec. Officers 1,545,832 Protection One, Inc. 500,000 [GRAPHIC] Westar Energy(TM) 4
2002 Earnings Performance --------------------------------------------- ----------------------------------------- ($ in millions, except per share amounts) Q1 Q1 April & May April & May Q2 Full Year Actual Budget Actual Budget Budget Budget --------- ------- ----------- ----------- -------- ---------- Utility EBITDA $104.60 $100.60 $57.30 $66.50 $113.20 $525.00 Utility EBIT $56.60 $51.20 $24.70 $33.50 $63.60 $325.00 Security Segment EPS ($0.05) ($0.14) $0.00 ($0.08) ($0.12) ($0.50) Consolidated Operating EPS $0.36 $0.03 $0.07 $0.05 $0.18 $1.27 Note: Excludes effect of FAS 142/144 accounting change and one-time items. [GRAPHIC] Westar Energy(TM) 5
Forward-looking statements: The matters discussed here and elsewhere in this investor presentation 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, liquidity and capital resources, litigation, rate and other regulatory matters, possible corporate restructurings, mergers, acquisitions, dispositions, including the proposed separation of Westar Industries, Inc., from our electric utility businesses and the consummation of the acquisition of our electric operations by Public Service Company of New Mexico, compliance with debt covenants, changes in accounting requirements and other accounting matters, interest and dividends, Protection One's financial condition and its impact on our consolidated results, environmental matters, changing weather, nuclear operations, ability to enter new markets successfully and capitalize on growth opportunities in non-regulated businesses, events in foreign markets in which investments have been made, and the overall economy of our service area. What happens in each case could vary materially from what we expect because of such things as electric utility deregulation, ongoing municipal, state and federal activities, such as the Wichita municipalization efforts; future economic conditions; legislative and regulatory developments; competitive markets; and other circumstances affecting anticipated operations, sales and costs. Any forward-looking statement speaks only as of the date such statement was made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement was made.