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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WESTERN RESOURCES CAPITAL II
(Exact name of registrant, as specified in
Trust Agreements)
Kansas 48-6343919
(State or incorporation (IRS Employer
or organization) Identification Number)
c/o Western Resources, Inc.
818 Kansas Avenue
Topeka, Kansas 66612
(Address of principal executive offices) (Zip Code)
WESTERN RESOURCES, INC.
(Exact name of registrant as specified in its
certificate of incorporation)
Kansas 48-0290150
(State of incorporation (IRS Employer
or organization) Identification Number)
818 Kansas Avenue
Topeka, Kansas 66612
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to securities and is to become
General Instruction A(c)(1), please effective simultaneously with the
check the following box. ( ) effectiveness of a concurrent
registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2), please
check the following box. ( )
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which each
to be so registered class is to be registered
Western Resources Capital II New York Stock Exchange
__% Cumulative Quarterly Income
Preferred Securities, Series B
(and the Guarantee by Western
Resources, Inc. with respect
thereto)
-2-
Item 1. Description of Registrant's Securities to be Registered.
The __% Cumulative Quarterly Income Preferred Securities, Series B
("Series B Preferred Securities"), of Western Resources Capital II ("Capital"),
a Delaware statutory business trust created under the laws of Delaware,
registered hereby represent undivided beneficial interests in the assets of
Capital and are guaranteed by Western Resources, Inc. ("Western Resources"), a
Kansas corporation, to the extent set forth in the form of Guarantee by Western
Resources and Wilmington Trust Company, as Guarantee Trustee (the "Guarantee"),
which is incorporated herein by reference to Exhibit 4(e) to the Registration
Statement on Form S-3 (the "Registration Statement") of Western Resources and
Capital (File No. 333-5123) (which incorporated by reference the information in
the Registration Statement on Form S-3 of Western Resources and Capital
(File No. 33-63505)), filed with the Securities and Exchange Commission (the
"Commission"). The particular terms of the Preferred Securities and the
Guarantee are described in the prospectus supplement and the prospectus
(collectively, the "Prospectus") which forms a part of the Registration
Statement. The Prospectus and the form of Guarantee are incorporated by
reference herein as set forth in Item 2 below. Such Prospectus as may
hereafter be amended and filed as part of an amendment to the Registration
Statement or otherwise pursuant to Rule 424(b) is hereby incorporated by
reference.
Item 2. Exhibits.
Filed herewith:
Prospectus Supplement pertaining to the offer and sale of the Preferred
Securities, which forms a part of, and is incorporated by reference to,
the Registration Statement.
Certificate of Trust of Western Resources Capital II (Incorporated by
reference to Exhibit 4(g) to the Registration Statement).
Trust Agreement of Western Resources Capital II (Incorporated by
reference to Exhibit 4(i) to the Registration Statement).
Form of Amended and Restated Trust Agreement (Incorporated by reference
to Exhibit 4(j) to the Registration Statement).
Form of Series B Preferred Security (Incorporated by reference to
Exhibit 4(a) to the Registration Statement).
Form of Guarantee between Western Resources, as Guarantor and Wilmington
Trust Company, as Guarantee Trustee (Incorporated by reference to
Exhibit 4(e) to the Registration Statement).
Form of Indenture between Western Resources and Wilmington Trust
Company, as Debenture Trustee (Incorporated by reference to Exhibit 4(c)
to the Registration Statement).
Form of Supplemental Indenture between Western Resources and Wilmington
Trust Company, as Debenture Trustee (Incorporated by reference to
Exhibit 4(d) to the Registration Statement).
Form of Series B Debenture (Incorporated by reference to Exhibit 4(b) to
the Registration Statement).
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, Western Resources, Inc. has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
WESTERN RESOURCES, INC.
Date: July 25, 1996 By:/s/ RICHARD D. TERRILL
---------------------------- --------------------------
Name: Richard D. Terrill
Title: Secretary and
Associate General
Counsel
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, Western Resources Capital II has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
WESTERN RESOURCES CAPITAL II
By: Western Resources, Inc.,
as Depositor
Date: July 25, 1995 By:/s/ RICHARD D. TERRILL
--------------------------- -------------------------
Name: Richard D. Terrill
Title: Secretary and
Associate
General Counsel