Prepared by R.R. Donnelley Financial -- FORM 8-K
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
August 29, 2002
Date of Report (Date of earliest event reported)
WESTAR ENERGY, INC.
(Exact name of
registrant as specified in its charter)
Kansas |
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1-3523 |
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48-0290150 |
(State or other jurisdiction of incorporation or organization) |
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(Commission file number) |
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(I.R.S. EmployerIdentification No.) |
818 South Kansas Avenue, Topeka,
Kansas 66612
(Address of principal executive offices)
(785) 575-6300
(Registrants telephone number, including area code)
WESTAR ENERGY, INC.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Press Release dated August 29, 2002.
Item
9. Regulation FD Disclosure
On August 29, 2002, our subsidiary, Westar Industries, Inc.,
announced that it intends to sell the common stock and preferred stock of ONEOK, Inc. owned by Westar Industries which represents an approximate 45% ownership interest in ONEOK. Westar Industries said that it currently plans to sell outright, or
sell an option to purchase, all or a portion of the ONEOK stock it owns in privately negotiated transactions, or sales into the public market. Under a Shareholder Agreement applicable to the stock, ONEOK had until August 28, 2002 to purchase the
stock from Westar Industries. ONEOK advised Westar Industries last week that ONEOK was not going to purchase the stock. Accordingly, Westar Industries is now free to pursue a sale of the stock and is free of certain restrictions (including
percentage limitations on sales) contained in that agreement. Under the Shareholder Agreement, ONEOK must also take all commercially reasonable steps to assist Westar Industries in securing such regulatory approvals as may be necessary to allow a
sale of the stock provided such approvals would not reasonably be expected to have a material adverse effect on ONEOK. The terms of the Shareholder Agreement allow Westar Industries until September 30, 2003 to complete a sale of the stock. Westar
has retained JPMorgan to advise it with respect to this matter. A copy of the press release 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.
Westar Energy, Inc.
Date August 29, 2002 |
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By /s/ Paul R. Geist |
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Paul R. Geist, Senior Vice President |
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and Chief Financial Officer |
EXHIBIT INDEX
Exhibit Number |
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Description of Exhibit |
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99.1 |
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Press Release dated August 29, 2002 |
Prepared by R.R. Donnelley Financial -- Press Release dated August 29, 2002
Exhibit 99.1
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Media contact: |
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Corporate Communications |
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Phone: 785.575.8401 |
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FAX: 785.575.6399 |
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news@wr.com |
WESTAR INDUSTRIES TO PURSUE SALE OF ITS ONEOK STOCK
TOPEKA, Kan., Aug. 29, 2002 Westar Industries, Inc., a subsidiary of Topeka, Kan.-based Westar Energy, Inc. (NYSE:WR), announced today that it intends to sell the common stock and preferred stock
of ONEOK (NYSE:OKE) owned by Westar Industries, which represents an approximate 45 percent ownership interest in ONEOK. Westar Industries said that it currently plans to sell outright, or sell an option to purchase, all or a portion of the ONEOK
stock it owns in privately negotiated transactions, or sales into the public market. Under a Shareholder Agreement applicable to the stock, ONEOK had until Aug. 28, 2002, to purchase the stock from Westar Industries. ONEOK advised Westar Industries
last week that ONEOK was not going to purchase the stock. Accordingly, Westar Industries is now free to pursue a sale of the stock and is free of certain restrictions (including percentage limitations on sales) contained in that agreement. Under the
Shareholder Agreement, ONEOK must also take all commercially reasonable steps to assist Westar Industries in securing such regulatory approvals as may be necessary to allow a sale of the stock provided such approvals would not reasonably be expected
to have a material adverse effect on ONEOK. The terms of the Shareholder Agreement allow Westar Industries until Sept. 30, 2003, to complete a sale of the stock. Westar has retained JPMorgan to advise it with respect to this matter.
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Westar Energy, Inc. (NYSE: WR) is a consumer services company with interests in
monitored services and energy. The company has total assets of approximately $7.0 billion, including security company holdings through ownership of Protection One, Inc. (NYSE: POI) and Protection One Europe, which have approximately 1.2 million
security customers. Westar Energy is the largest electric utility in Kansas providing service to about 645,000 customers in the state. Westar Energy has nearly 6,000 megawatts of electric generation capacity and operates and coordinates more than
34,700 miles of electric distribution and transmission lines. Through its ownership in ONEOK, Inc. (NYSE: OKE), a Tulsa-based natural gas company, Westar Energy has a 44.7 percent interest in one of the largest natural gas distribution companies in
the nation, serving more than 1.4 million customers.
For more information about Westar Energy, visit us on the
Internet at http://www.wr.com.
Forward-looking statements: Certain matters discussed here and elsewhere 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, 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 possible sale of our ONEOK, Inc. stock, compliance with debt and other restrictive covenants, changes in accounting requirements and other accounting matters, interest and dividends, Protection Ones
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 effort; 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.