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Filed pursuant to rule 424(b)(3)
Registration No. 33-49467
PROSPECTUS
WESTERN RESOURCES, INC.
Western Resources
Customer Stock Purchase Plan
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2,500,000 Shares of Common Stock ($5 par value)
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Under the Western Resources Customer Stock Purchase Plan (the
"Plan") described in this Prospectus, retail electric and gas
customers and employees of Western Resources, Inc. (Western Resources)
and its subsidiaries, may purchase Common Stock of Western Resources,
$5.00 par value per share, through monthly installments. Subsidiaries
of Dominion Capital, Inc. administer the Plan on behalf of Western
Resources and will act as Western Resources' agents to the extent
necessary to comply with states' securities laws.
The Western Resources Common Stock issued under the Plan to
participants who complete their specified monthly installments will be
automatically deposited into the Dividend Reinvestment and Stock
Purchase Plan of Western Resources ("Dividend Reinvestment Plan") and
the owners of those shares will automatically become participants in
that Dividend Reinvestment Plan. See paragraph 6 of "How the Plan
Works" under "THE PLAN".
If you wish to enroll in the Plan, you must mail your enrollment
card (including Substitute Form W-9) to Western Resources on or before
June 15. However, for each subsequent investment period beginning in
1995, if you were a participant in the previous year you will be
automatically re-enrolled in the Plan for the next investment period
at your then current monthly installment pledge, unless you request
otherwise. You will elect, when you enroll, the amount of equal
monthly installments that you pledge (in multiples of $5, not less
than $20 nor more than $5,000, per month) and you will receive coupons
showing the amount of the monthly installments you have chosen. The
pledge is a monthly, accumulating minimum. Participants may invest
more than pledged in any or all months. By contributing more,
participants can increase their investments or skip some subsequent
installments.
Interest accrues on the installment payments for the investment
period. The annual rate of interest will be announced prior to each
enrollment period. Installment payments and interest will purchase
shares of Common Stock at the end of the investment period at a price
based upon the average high and low sales prices for the Common Stock
on the 20th day of each month during the investment period. Western
Resources will pay all administrative expenses and brokerage fees
associated with the Plan.
Your participation in the Plan cannot be assigned or transferred,
except by operation of law, and will be terminated if the accumulated
pledge is 40 days in arrears. In addition, you may discontinue
participation at any time upon written notice to Western Resources at
the post office box used for enrollment. See "ENROLLMENT IN THE PLAN".
In either case, the installment payments theretofore made will be
returned to you, but you will forfeit all accrued interest.
Customers interested in the purchase of Western Resources Common
Stock should compare the Plan with purchases through Western
Resources' Dividend Reinvestment Plan and with market purchases (see
"COMPARISON WITH DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN" and
"COMPARISON WITH MARKET PURCHASES").
It is suggested that this Prospectus be retained for future
reference. Participation in the Plan and shares of Common Stock
issued under the Plan are offered, and solicitations therefore are
made, only to retail customers who are residents of Kansas or
Oklahoma. Employees of Western Resources and its subsidiaries, and of
Wolf Creek Nuclear Operating Corporation, who are residents of those
states or of Missouri, Texas, Louisiana, or Mississippi are also
eligible to participate. A previous customer or employee of Western
Resources who is participating in the Plan but who is no longer a
customer or employee can continue to participate for subsequent plan
years so long as that individual is a resident of a state in which
shares are lawfully sold through the distributor.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is February 14, 1994.
AVAILABLE INFORMATION
Western Resources is subject to the informational requirements of
the Securities Exchange Act of 1934 and in accordance therewith files
reports and other information with the Securities and Exchange
Commission. Reports, proxy and information statements, and other
information filed by Western Resources can be inspected and copied at
the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the
following Regional Offices: Chicago Regional Office, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; New York Regional
Office, 75 Park Place, 14th Floor, New York, New York 10007. Copies
of such material also can be obtained from the Public Reference
Section of the Commission, Washington, D.C. 20549, at prescribed
rates. Western Resources Common Stock is listed on the New York Stock
Exchange. Reports, proxy statements and other information concerning
Western Resources can be inspected at the office of the New York Stock
Exchange at Room 401, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities
and Exchange Commission ("SEC") pursuant to the Securities Exchange
Act of 1934 (the 1934 Act) are incorporated herein by reference as of
their respective dates of filing and shall be deemed to be a part
hereof:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1992, as filed with the SEC on March 30, 1993 (which
report includes the Annual Report on Form 10-K, as amended, of Kansas
Gas and Electric Company for the year ended December 31, 1992).
2. The Company's Quarterly Reports on Form 10-Q for the quarter
ended March 31, 1993, June 30, 1993 and September 30, 1993 (which
reports include the Quarterly Reports on Form 10-Q of Kansas Gas and
Electric Company for the quarters ended March 31, 1993, June 30, 1993
and September 30, 1993, respectively).
3. The Company's Current Reports on Form 8-K dated February 2,
1993, March 8, 1993, June 3, 1993, June 23, 1993, July 14, 1993, July
20, 1993 and February 2, 1994.
4. The description of Western Resources' common stock contained
in item 7 of Western Resources' Form 10-Q, filed for the quarter
ending March 31, 1979.
All documents filed by Western Resources pursuant to Section
13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Prospectus and prior to the termination of the offering of the Common
Stock pursuant hereto shall be deemed to be incorporated in this
Prospectus by reference and to be a part hereof from the date of
filing of such documents. Western Resources expressly excludes from
such incorporation the Report of the Compensation Committee and the
Performance Graph contained in any proxy statement filed by Western
Resources pursuant to Section 14 of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the offering
of the Common Stock pursuant hereto. Any statement contained in a
document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent
that a statement herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Western Resources hereby undertakes to provide without charge to
each person to whom a copy of this Prospectus has been delivered, on
the written or oral request of any such person, a copy of any or all
of the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than exhibits to
such documents. Written or oral requests for such copies should be
directed to the Investor Relations, Western Resources, Inc., P.O. Box
889, Topeka, Kansas, 66601-0889, telephone (913) 575-6394.
THE COMPANY
Western Resources (formerly The Kansas Power and Light Company) is
a combination electric and natural gas operating public utility
engaged in the generation, transmission, distribution and sale of
electric energy in Kansas and the purchase, transmission,
transportation, distribution and sale of natural gas in Kansas and
Oklahoma. Western Resources' principal executive offices are located
at 818 Kansas Avenue, Topeka, KS 66612, telephone number (913) 575-
6300.
THE PLAN
The Plan provides electric and gas retail customers of Western
Resources, including those residing in master-metered dwellings, with
a method of purchasing shares of Western Resources Common Stock on an
installment basis. In addition, employees of Western Resources and its
subsidiaries and employees of Wolf Creek Nuclear Operating Corporation
are eligible to participate in the Plan. The outstanding shares of
Western Resources Common Stock are listed on the New York Stock
Exchange and the additional shares offered under the Plan will be so
listed upon issuance. The Plan is described below and is administered
by subsidiaries of Dominion Capital, Inc.
The price of common stock varies over time (see "COMMON STOCK
DIVIDENDS AND PRICE RANGE") and neither the price of Western Resources
Common Stock nor the dividends paid upon the Common Stock are
guaranteed by any governmental authority or otherwise.
How the Plan Works
1. If you wish to enroll in the Plan, you should complete and
sign the enrollment card (including Substitute Form W-9) to be
received by Western Resources no later than June 15. You should elect
the amount of the monthly installment that you pledge (in multiples of
$5, not less than $20 nor more than $5,000, per month). The pledge
amount may not be changed, but you may contribute more than pledged
during the investment period. The investment period is a 12-month
period from July of the current year through June of the following
year.
For each investment period beginning in 1995, the participants in
the previous year will be automatically re-enrolled in the Plan for
the next investment period at their then current monthly installment
pledge, unless they request otherwise. For each investment period the
first payment will be due in July of that year and the final payment
will be due in June of the following year. Western Resources
anticipates that it will issue the Plan shares on or before the
September dividend record date following the final installment.
Upon receipt by Western Resources of a properly completed and
signed enrollment card, Western Resources will send to you coupons
that show the amount of each monthly installment that you have chosen
and the date the installment is due. The pledge is a monthly,
accumulating minimum. Participants may invest more than pledged in any
or all months, subject to the limitations described below. By
contributing more, participants can increase their investments or skip
some subsequent installments. NO MORE THAN TWELVE PAYMENTS WILL BE
ACCEPTED. TO BE ACCEPTED, THE PAYMENTS MUST BE FOR AT LEAST THE
AMOUNT SHOWN ON THE COUPON. WESTERN RESOURCES RESERVES THE RIGHT TO
REFUSE AMOUNTS IN EXCESS OF TWICE THE AMOUNT SHOWN ON THE COUPON. ALL
PAYMENTS SHOULD BE MADE BY CHECK MADE PAYABLE TO WESTERN RESOURCES,
INC.
2. Interest accrues under the Plan on the installment payments
from the date of receipt at the Western Resources payment processing
center until the date of purchase. The rate at which interest accrues
under the Plan will not change during the Plan year. The interest
rate for each investment period and Plan year will be announced prior
to the beginning of that investment period. The installment payments,
plus accrued interest, will purchase shares of Western Resources
Common Stock after the expiration of the investment period. The
purchase price of the shares will be equal to the average of the high
and low sale prices for the Common Stock as found on the New York
Stock Exchange Composite Tape on the 20th day of each month during the
investment period (but if the Exchange is closed on any such date, the
purchase price for that month will be computed on the next business
day that the Exchange is open).
3. Western Resources will pay all administrative expenses
associated with the Plan. In the event the common stock is purchased
under the Plan on the open market, Western Resources will pay the
brokerage fees. Western Resources reserves the right to cancel or
amend the Plan for any reason. In case of cancellation, Western
Resources will return to the participants their respective installment
payments plus accrued interest or, in its sole discretion, it may
permit participants to apply such amounts to the purchase of Common
Stock, at a price to be established by Western Resources, on a basis
that it considers equitable.
4. Participation in the Plan will be terminated automatically if
payment of the accumulated pledge has not been made within 40 days of
the due date. In addition, a participant may, upon written notice,
discontinue participation in the Plan. In either case, the
installment payments theretofore made will be returned to the
participant, but all accrued interest will be forfeited.
5. A participant who remains in the Plan for the full investment
period will receive a detailed statement of the participant's Plan
account following the completion of the investment period. The
statement provided should be retained by the participant to determine
the tax cost basis for shares purchased. Western Resources is not
obligated to provide interim statements to participants, but it will
reply to any reasonable inquiries addressed to Western Resources,
Inc., Customer Stock Purchase Plan, P.O. Box 750260, Topeka, KS 66675-
0260.
6. The Common Stock issued under the Plan to participants who
complete their required monthly installments will be automatically
deposited for safekeeping in the Dividend Reinvestment Plan and the
owners of those shares will automatically become participants in the
Dividend Reinvestment Plan. Consequently, in order for participants to
sell their shares or opt out of the Dividend Reinvestment Plan, they
must do so in accordance with the withdrawal provisions of that plan
(as contained in that prospectus). In addition to the reinvestment of
dividends, the Dividend Reinvestment Plan provides the participant
protection against the loss, theft, or inadvertent destruction of
stock certificates. Moreover, the Dividend Reinvestment Plan provides
holders of small amounts of Common Stock a means of selling their
shares with a savings in brokerage fees. Participants whose shares
are deposited for safekeeping in the Dividend Reinvestment Plan also
have the ability to obtain at any time upon request, and in accordance
with the provisions of the Dividend Reinvestment Plan, a stock
certificate representing their whole shares. Western Resources will
furnish a Prospectus for the Dividend Reinvestment Plan with each
Prospectus for the new enrollments in the Customer Stock Purchase
Plan. See "COMPARISON WITH DIVIDEND REINVESTMENT AND STOCK PURCHASE
PLAN", below.
7. The chosen interest rate that will accrue on installment
payments under the Plan may or may not exceed the indicated dividend
yield on Western Resources Common Stock (indicated annual dividend
divided by market value), but participants in the Plan will have no
right to dividends and no other rights as holders of Western Resources
Common Stock until the shares are issued.
8. Since this Plan uses an average of purchase prices during the
investment period, a participant loses any advantage otherwise
available from being able to select the timing of his or her
purchases. See "COMPARISON WITH DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN" and "COMPARISON WITH MARKET PURCHASES", below.
9. A participant who ceases to be a customer of a Western
Resources' division or subsidiary, (KPL or KG&E) may continue
enrollment for the remainder of the Plan year and for subsequent Plan
years (provided the participant is a resident of a state in which
shares are lawfully sold through the distributor), and should notify
Western Resources of any change in address. A participant who is not a
customer, and who ceases to be an employee of Western Resources, its
subsidiaries, or Wolf Creek Nuclear Operating Corporation also may
continue enrollment in the Plan provided the former employee is a
resident of a state in which shares are lawfully sold through the
distributor.
Information to Participants
Each active participant will receive a copy of the annual report
furnished to shareholders. A copy of Western Resources' Annual Report
to Shareholders will be provided to those customers who express an
interest in the Plan and who have not already received a copy as a
shareholder of Western Resources.
Responsibilities of Western Resources
Installment payments will be paid directly to Western Resources,
and Western Resources will be responsible for providing amounts due to
any participant who terminates participation in the Plan.
In acting under the terms and conditions of the Plan as described
in this Prospectus, neither Western Resources nor any of its agents or
subsidiaries shall be liable with respect to the price at which shares
are purchased for a participant's account or with respect to any
fluctuation in the market value before or after the purchase of
shares.
Western Resources has no responsibility to confirm receipt of the
monthly installment payments but, as described above, it will provide
participants with a detailed statement of their Plan accounts
following the completion of the investment period.
A participant's interest in and obligations under the Plan cannot
be transferred or assigned, except by operation of law. Upon receipt
by Western Resources of notice of death or adjudicated incompetency of
any participant, Western Resources will waive, for a reasonable period
of time until the participant's legal representative is appointed, the
provision of the Plan for automatic termination and forfeiture of any
accrued interest if any accumulated pledge is 40 days in arrears.
Until Western Resources receives proof, satisfactory to Western
Resources, of the legal representative's right to receive previous
installment payments, no refund of such payments will be made but
interest will continue to accrue.
Western Resources, its subsidiaries, and their officers,
employees, and agents shall not be liable for any claim or liability
arising out of any act done by any of them in good faith, or arising
out of any good faith omission by any of them to act.
All transactions in connection with the Plan will be governed by
the laws of the State of Kansas.
FEDERAL INCOME TAX CONSEQUENCES
The following federal income tax consequences are based on current
Internal Revenue Service rulings regarding similar customer stock
purchase plans.
1. Interest earned on monthly installments will not be taxable
before it becomes nonforfeitable. Consequently, such interest
ordinarily will be taxable in the year shares are issued.
2. A participant's cost basis of stock received under the Plan
will be the amount of installment payments plus interest earned.
3. A participant's holding period for stock purchased under the
Plan will begin on the day after the date Western Resources issues the
stock at the close of the Plan year. The date of such issuance will
be shown on a statement furnished to the participant. The statement
also will provide the participant with other information necessary to
calculate the taxable income resulting from participation in the Plan.
COMPARISON WITH DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Western Resources customers and employees who are interested in
the purchase of Common Stock of Western Resources should consider
whether the purchase of shares through the Dividend Reinvestment Plan
would be more advantageous. A holder of any number of shares of
Western Resources Common Stock may enroll in the plan (participants
who complete their required monthly installments in the Customer Stock
Purchase Plan will be automatically enrolled). Under the Dividend
Reinvestment Plan, dividends on the shares registered in the name of
the shareholder may be automatically reinvested in whole or in part in
Western Resources Common Stock or, at the election of the registered
shareholder, may be paid to him in whole or part. The shareholder may
also make additional cash payments for the purchase of Common Stock in
any month. Participants pay no brokerage fees on shares purchased
directly from Western Resources, but participants will pay the
brokerage fees on any shares of Western Resources common stock
purchased in the open market. The Dividend Reinvestment Plan is not
a systematic plan requiring monthly payments; a participant may vary
the amount of his investment or make no payment in any month, with no
penalty for failing to invest. All expenses of participation in the
Dividend Reinvestment Plan are borne by Western Resources, except
brokerage commissions on purchases and sales in the open market and a
termination fee.
After completion of each Plan Year for the Customer Stock Purchase
Plan, Western Resources will deposit each participant's Common Stock
shares issued under the Plan for safekeeping in the Dividend
Reinvestment Plan and enroll participants in the Dividend Reinvestment
Plan. See paragraph 6 of How the Plan Works, above.
The foregoing is only a summary of the Dividend Reinvestment Plan.
Details are contained in the Prospectus relating to that Plan. A copy
of that Prospectus will be furnished to each Customer Stock Purchase
Plan participant when the Company mails the Customer Stock Purchase
Plan enrollment package. A copy can also be obtained by writing to
the Investor Relations Department, Western Resources, Inc., P.O. Box
889, Topeka, Kansas, 66601-0889.
COMPARISON WITH MARKET PURCHASES
On shares purchased through the Plan, the participant may lose any
advantage otherwise available from current dividend payments and from
being able to select the timing and the amount of purchases.
ENROLLMENT IN THE PLAN
If you wish to enroll in the Plan, complete and sign the enclosed
enrollment card and mail the card (including Substitute Form W-9) to
Western Resources no later than June 15. For each investment period
beginning in 1995, the previous year's participants are automatically
re-enrolled unless they elect not to do so.
All inquiries should be addressed to Western Resources, Inc.,
Customer Stock Purchase Plan, P.O. Box 750260, Topeka, KS 66675-0260,
and such inquiries will be forwarded to the plan administrator. When
corresponding with Western Resources, we suggest that you give your
daytime telephone number including the area code.
COMMON STOCK DIVIDENDS AND PRICE RANGE
Western Resources has paid cash dividends on its publicly held
Common Stock in each year since 1925. Such dividends were paid in the
following annual amounts per share for the last five years:
1989--$1.75; 1990--$1.79; 1991--$2.025; 1992--$1.89; and 1993--$1.93.
The 1991 dividend reflects a one-time special dividend of $0.18. In
January 1994, the Board increased the dividend to an indicated annual
rate of $1.98 per share.
The payment of dividends is subject to the restrictions contained
in Western Resources' Articles of Incorporation.
The following table shows the high and low sales prices of Western
Resources Common Stock as reported on the composite tape by The Wall
Street Journal.
Year High Low
1992
First quarter $29.500 $25.375
Second quarter $26.875 $25.750
Third quarter $30.500 $26.750
Fourth quarter $32.625 $28.500
1993
First quarter $35.750 $30.375
Second quarter $36.125 $32.750
Third quarter $37.250 $35.000
Fourth quarter $37.000 $32.750
1994
First quarter
(through
February 9, 1994) $34.875 $31.250
The last reported sale price of Common Stock on the New York Stock
Exchange on February 9, 1994 was $32.375 per share.
USE OF PROCEEDS
The proceeds to Western Resources from the issuance of Common
Stock pursuant to the Plan will be added to the general funds of
Western Resources and will be used to meet its capital requirements
and the capital requirements of its subsidiaries.
EXPERTS
The financial statements and schedules included in or incorporated
by reference in Western Resources' 1992 Annual Report on Form 10-K
have been audited by Arthur Andersen & Co., independent public
accountants, as set forth in their reports. In those reports, that
firm states that with respect to a certain subsidiary, its opinion is
based on the reports of other public accountants, namely Deloitte &
Touche. The financial statements and supporting schedules referred to
above have been incorporated herein in reliance upon the authority of
those firms as experts in giving said reports.
The financial statements and the related financial statement
schedules incorporated in this Prospectus by reference from Kansas Gas
and Electric Company's (a wholly-owned subsidiary of Western
Resources) Annual Report on Form 10-K for the year ended December 31,
1992 have been audited by Deloitte & Touche, independent auditors, as
stated in their report, which is incorporated herein by reference and
have been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
VALIDITY OF COMMON STOCK
The validity of the newly issued shares of Common Stock to be
purchased from Western Resources under the Plan has been passed upon
by John K. Rosenberg, Executive Vice President and General Counsel of
Western Resources.
NO OTHER REPRESENTATIONS
No persons have been authorized to give any information or to make
any representations other than those contained or incorporated in this
Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to
buy any securities other than those to which it relates, or an offer
or solicitation with respect to those securities to which it relates
to any persons in any jurisdiction where such offer or solicitation
would be unlawful. The delivery of this Prospectus at any time does
not imply that the information contained or incorporated herein at its
date is correct as of any time subsequent to its date.