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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) May 18, 2000
(May 18, 2000)
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)
Registrant's Telephone Number Including Area Code (785) 575-6300
WESTERN RESOURCES, INC.
Item 5. Other Events
On May 18, 2000, Western Resources announced that its board of directors
authorized management to explore a variety of strategic alternatives for its
electric utility operations.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Press release dated as of May 18, 2000 issued by
Western Resources, Inc.
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 May 18, 2000 By /s/ William B. Moore
William B. Moore, Executive Vice
President, Chief Financial
Officer and Treasurer
Date May 18, 2000 By /s/ Leroy P. Wages
Leroy P. Wages, Controller
EXHIBIT INDEX
Exhibit Number Description of Exhibit
99.1 Press release dated as of
May 18, 2000 issued by
Western Resources, Inc.
Exhibit 99.1
BOARD AUTHORIZES EXPLORATION
OF STRATEGIC OPTIONS FOR UTILITY
TOPEKA, Kansas, May 18, 2000 (7:30 a.m. CDT) -- Western Resources
announced today that its board of directors authorized management to explore a
variety of strategic alternatives for its electric utility operations which
consist of KPL and KGE.
Those options include seeking a merger partner for the utility
operations, forming a strategic alliance with other companies, partnering with
another electric or natural gas utility or the possible sale of the utility
operations.
The company said it has retained Salomon Smith Barney and Chase
Securities to assist in this process.
"This is the next logical step in our strategy to separate the regulated
and unregulated assets of Western Resources, which was announced in March,"
said David C. Wittig, Western Resources chairman of the board, president and
chief executive officer.
"We understand that growth is essential to be successful in a
deregulated electric environment. That has been our view for some time -- and
remains our view today. Our electric operations, while solid, are becoming
comparatively smaller as the industry consolidates. We look forward to
partnering with another energy company that offers compatibility, growth and
opportunity for our shareholders, customers and employees," Wittig said.
Wittig said that the separation strategy will continue whereby the
unregulated assets of Western Resources, including investments in the
monitored services segment comprised of Protection One, Protection One Europe,
Paradigm Direct and Guardian International; ONEOK; unregulated generation; and
other investments, will be separated and renamed Westar Capital.
"Ultimately, this decision is based upon our long held view that the
electric business must be significantly larger in order to prosper in a
deregulated environment," said Wittig. "We
need to prepare for coming deregulation and the competition that will
inevitably come to Kansas, and with it, rate equalization. While we have
extremely valuable assets, particularly on the generation side, these assets
need to be part of a larger business. In addition, our ability to serve our
employees, customers, and the communities in which we operate will be enhanced
if we initiate this process."
Western Resources (NYSE: WR) is a consumer services company with
interests in monitored services and energy. The company has total assets of
more than $8 billion, including security company holdings through ownership of
Protection One (NYSE: POI), which has more than 1.4 million security customers
in 48 states. Its utilities, KPL and KGE, provide electric service to
approximately 634,000 customers in Kansas. Through its ownership in ONEOK,
Inc. (NYSE: OKE), a Tulsa-based natural gas company, Western Resources has a
45 percent interest in the ninth largest natural gas distribution company in
the nation, serving more than 1.4 million customers.
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," "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, litigation, rate and other regulatory matters, the
outcome of Protection One accounting issues reviewed by the SEC staff as
disclosed in previous SEC filings, possible corporate restructurings, mergers,
acquisitions, dispositions, liquidity and capital resources, compliance with
debt covenants, interest and dividend rates, the impact of Protection One's
financial condition on our consolidated results, environmental matters,
changing weather, nuclear operations, ability to enter new markets
successfully and capitalize on growth opportunities in nonregulated
businesses, events in foreign markets in which investments have been made,
accounting matters, and the overall economy of our service area. Our actual
results may differ materially from those discussed here. See the company's
Annual Report on Form 10-K, quarterly reports on Form 10Q, and current reports
on Form 8K for further discussion of factors affecting the company's
performance. Western Resources disclaims any obligation to update any
forward-looking statements as a result of developments occurring after the
date of this news release.
This letter does not constitute an offer to sell or exchange any
securities. Any offer will be made pursuant to a registration statement to be
filed with the Securities and Exchange Commission. Western Resources
shareholders are urged to read the registration statement when it is available
because it will contain important information relating to the offer. A
prospectus relating to the offer will be disseminated to all Western Resources
shareholders. Shareholders will also be able to obtain the registration
statement and other filed documents for free at the Internet website
maintained by the Securities and Exchange Commission at http://www.sec.gov. In
addition, Western Resources will make the filed documents available for free
to Western Resources shareholders.
For more information about Western Resources and its operating
companies, visit us on the Internet at http://www.wr.com.
/CONTACT: Media: Michel' Philipp, news@wr.com, 785.575.1927, or fax:
785.575.6399, or Investors: Jim Martin, jim_martin@wr.com, 785.575.6549, Carl
Ricketts, carl_ricketts@wr.com, 785.575.8424, or fax: 785.575.8160, all of
Western Reaources/
/Web site: http://www.wr.com