UNITED STATES
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) April 15, 2005
WESTAR ENERGY, INC.
(Exact name of registrant as specified in its charter)
| KANSAS | 1-3523 | 48-0290150 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (IRS Employer Identification No.) |
| 818 South Kansas Avenue, Topeka, Kansas | 66612 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (785) 575-6300
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
WESTAR ENERGY, INC.
Section 8. Other Events
Item 8.01. Other Events.
On April 15, 2005, we announced that we reached an agreement in principle to settle pending shareholder securities class action and shareholder derivative lawsuits related to actions that occurred under former management. Under the terms of the settlement, we will make a payment of $1.25 million and our insurance carriers will make a payment of $31.25 million. A copy of the press release announcing the settlement is attached hereto and incorporated herein by this reference. The settlement is subject to various conditions, including the execution of definitive agreements and approval of the United States District Court in Topeka, Kansas.
Section 9. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1 Press Release dated April 15, 2005
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.
Forward-looking statements: Certain matters discussed in this Current Report on Form 8-K 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,” “likely,” “estimate,” “intend” or words of similar meaning. Forward-looking statements describe our future plans, objectives, expectations or goals. 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 except as required by applicable laws or regulations.
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: April 15, 2005 | By: | /S/ LARRY D. IRICK | ||
| Name: | Larry D. Irick | |||
| Title: | Vice President, General Counsel and Corporate Secretary | |||
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit | |
| Exhibit 99.1 | Press Release dated April 15, 2005 |
Exhibit 99.1
 |
Media contact: | |
| Karla Olsen, | ||
| senior manager, media relations | ||
| Phone: 888.613.0003 | ||
| FAX: 316.261.6769 | ||
| karla_olsen@wr.com | ||
|
Investor contact: | ||
| Bruce Burns, | ||
| director, investor relations | ||
| Phone: 785.575.8227 | ||
| bruce_burns@wr.com |
WESTAR ENERGY SETTLES SHAREHOLDER LAWSUITS
TOPEKA, Kan., April 15, 2005 — Westar Energy, Inc. (NYSE:WR) has reached an agreement in principle to settle pending shareholder securities class action and shareholder derivative lawsuits related to actions that occurred under former management. Under the terms of the settlement, the company will make a payment of $1.25 million and the company’s insurance carriers will make a payment of $31.25 million.
“This is one more matter dealing with actions under former management that we are relieved to have closed,” Jim Ludwig, vice president, public affairs, said.
The settlement amount, less legal fees for the plaintiffs’ counsel in amounts to be determined by the court, will be paid to the plaintiffs in the securities class action lawsuit. The settlement is subject to various conditions, including the execution of definitive agreements and approval of the United States District Court in Topeka, Kan. Also as part of the settlement, the company has agreed not to seek reimbursement from its insurance carriers for past or future legal costs related to these lawsuits or the criminal proceedings against certain of the company’s former executives. The settlement does not prevent the company from seeking reimbursement from those former executives of legal expenses advanced to them or on their behalf following the conclusion of relevant proceedings.
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| Wester Energy settles shareholder lawsuits | Page 2 of 2 |
Both the securities class action lawsuit and the shareholder derivative lawsuit were related to the matters covered by the report of the Special Committee of the Board of Directors released in May 2003.
The settlement does not include an admission of liability by the company or any of the individual defendants. The company entered into the settlement agreement to eliminate uncertainties related to these lawsuits and the burden and expense of further protracted litigation.
The settlement does not include the pending class action lawsuit related to the company’s 401(k) savings plan. This settlement does not prevent the company from pursuing its claims against certain of its former executives in arbitration and has no impact on the criminal prosecution of them by the United States Attorney’s Office.
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Westar Energy, Inc. (NYSE: WR), together with its wholly owned subsidiaries, is the largest electric utility in Kansas, providing electric service to more than 649,000 customers in the state. Westar Energy has nearly 6,000 megawatts of electric generation capacity and operates and coordinates more than 34,800 miles of electric distribution and transmission lines.
Forward looking statements: Certain matters discussed 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,” “target,” “expect,” “pro forma,” “estimate,” “intend” and words of similar meaning. Forward-looking statements describe our future plans, objectives, expectations or goals. Although we believe that the expectations and goals reflected in such forward-looking statements are based on reasonable assumptions, all forward-looking statements involve risk and uncertainty. Therefore, actual results could vary materially from what we expect. Please review our Annual Report on Form 10-K for the year ended December 31, 2004, for important risk factors that could cause results to differ materially from those in any such forward-looking statements.
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 except as required by applicable laws or regulations.