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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

 

 

June 25, 2003 (June 25, 2003)

Date of Report (Date of earliest event reported)

 

 


 

 

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)  

(I.R.S. Employer

Identification No.)

 

 

818 South Kansas Avenue, Topeka, Kansas 66612

(Address of principal executive offices)

 

 

(785) 575-6300

(Registrant’s telephone number, including area code)

 

 



WESTAR ENERGY, INC.

 

 

Item 5.

   Other Events

 

On June 25, 2003, Mollie Hale Carter and Arthur B. Krause were appointed to our Board of Directors and Larry D. Irick resigned from our Board of Directors. Mr. Irick’s resignation is not because of a disagreement with us on any matter relating to our operations, policies or practices. A copy of our related press release is attached to this report.

 

Item 7.

   Financial Statements and Exhibits
     (c) Exhibits
     Exhibit 99.1– Press release dated June 25, 2003.


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: June 25, 2003

  By:  

/S/    MARK A. RUELLE


       

Mark A. Ruelle, Executive Vice President

and Chief Financial Officer


EXHIBIT INDEX

 

 

Exhibit Number

   Description of Exhibit

99.1

   Press Release dated June 25, 2003


[LOGO OF WESTAR ENERGY (R)]                         Media contact:
                                                    Karla Olsen,
                                                    sr. 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 ANNOUNCES APPOINTMENT OF TWO NEW DIRECTORS

     TOPEKA, Kan., June 25, 2003-- Westar Energy today announced the appointment
of two new directors to its board. They are Mollie Hale Carter and Arthur B.
Krause.

     "I am pleased to welcome Mollie and Art as directors," said Charles Q.
Chandler, IV, Westar Energy chairman of the board. "Their relevant experience
complements that of our other board members and expands our board's strengths
and diversity."

         Since 1996, Carter has been on the board of directors of Archer Daniels
Midland (ADM), where she chairs both the nominating and corporate governance
committees and serves on the audit committee. She chairs the board of Sunflower
Banks, Inc. of Salina, Kansas, and is Vice President of Star A, Inc., a company
with Kansas agricultural and other investment interests held by her family. She
was formerly Senior Investment Officer of John Hancock Mutual Life Insurance
Company, in which capacity she directed lending services to agribusinesses. She
has a master of business administration degree from Harvard Business School and
graduated from Dartmouth College with a bachelor's degree in economics. Carter,
her husband and two children reside in Shawnee Mission, Kansas.

                                   -- more --



Westar Energy appoints two new board members, page 2


     Krause retired from Sprint in June 2002, where he served as Executive Vice
President and Chief Financial Officer for 14 years. In addition to his
responsibilities for finance and accounting, and large-scale transactions, he
directed real estate portfolios and supply chain functions, and at various
times, information technology and human resources. He had responsibility for up
to 5,000 employees. During his 31-year career with Sprint and its predecessor
companies, Krause served in several other executive positions: President of
United Telephone, Eastern Group; Senior Vice President of Administration for the
United Telephone system; and Vice President of Finance of United Telephone,
Ohio. He currently serves on two other boards: Inergy, a Kansas City-based,
publicly held firm in the retail propane business; and Call-Net Enterprises, a
publicly held Canadian company affiliated with Sprint. He graduated from
Marquette University with a bachelor of science degree in accounting. Krause and
his wife reside in Leawood, Kansas.

     Larry Irick, Vice President and General Counsel for Westar Energy, has
resigned as a member of the board of directors. Westar Energy had previously
reported that Irick would resign upon the appointment of additional outside
directors. Irick continues in his position as Vice President and General
Counsel. Jim Haines, President and Chief Executive Officer, is the sole member
of management serving on the board of directors.

                                      -30-

     Westar Energy, Inc. (NYSE: WR) is the largest electric utility in Kansas
and owns interests in monitored security and other investments. Westar Energy
provides electric service to about 653,000 customers in the state. Westar Energy
has nearly 6,000 megawatts of electric generation capacity and operates and
coordinates more than 36,600 miles of electric distribution and transmission
lines. The company has total assets of approximately $6.6 billion, including
security company holdings through ownership of Protection One, Inc. (NYSE: POI)
and Protection One Europe. Through its ownership in ONEOK, Inc. (NYSE: OKE), a
Tulsa, Okla.- based natural gas company, Westar Energy has a 27.5 percent
interest in one of the largest natural gas distribution companies in the nation,
serving more than 1.9 million customers.



Westar Energy appoints two new board members, page 3

     For more information about Westar Energy, visit us on the Internet at
http://www.wr.com.

     Forward-looking statements: Certain matters discussed in 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" 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; accounting matters; possible corporate restructurings,
mergers, acquisitions and dispositions; the sale of assets proposed in our Debt
Reduction and Restructuring Plan filed with the Kansas Corporation Commission on
Feb. 6, 2003; compliance with debt and other restrictive covenants; interest and
dividends; environmental matters; nuclear operations; 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 or
re-regulation; regulated and competitive markets; ongoing municipal, state and
federal activities; economic conditions; changes in accounting requirements and
other accounting matters; changing weather; rate and other regulatory matters,
including the impact of the Nov. 8, 2002, and Dec. 23, 2002, orders issued by
the Kansas Corporation Commission requiring debt reduction; amendments or
revisions to our Debt Reduction and Restructuring Plan filed with the Kansas
Corporation Commission; the impact of changes and downturns in the energy
industry and the market for trading wholesale electricity; the sale of our
interests in ONEOK, Inc., the proposed sales of our interest in Protection One,
Inc. and Protection One Europe; the federal grand jury subpoena by the United
States Attorney's Office requesting certain information; the Securities and
Exchange Commission's review of our consolidated financial statements; the
subpoena received from the Federal Energy Regulatory Commission seeking
information on power trades with Cleco Corporation and its affiliates and on
other power marketing transactions; political, legislative and regulatory
developments; regulatory, legislative and judicial actions; the impact of the
purported shareholder and employee class action lawsuits filed against Westar
Energy, Inc.; the impact of changes in interest rates generally and
specifically, changes in the London Interbank offer rate (LIBOR) on the fair
value of our swap transactions; changes in the expected tax benefits resulting
from expected losses on the sale of our monitored security businesses and
expected gains from the sale of our remaining investment in ONEOK, Inc.;
homeland security considerations; coal, natural gas and oil prices; and other
circumstances affecting anticipated operations, sales and costs.

     These lists are not all-inclusive because it is not possible to predict all
possible factors. 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.