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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) April 1, 1999
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
Western Resources herein files the following:
Exhibit 99.1 -Press release issued on April 1, 1999: Western Resources Extends
Filing Period for 10-K
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 April 1, 1999 By /s/ William B. Moore
William B. Moore, Acting Executive
Vice President, Chief Financial
Officer and Treasurer
Exhibit 99.1
WESTERN RESOURCES EXTENDS FILING PERIOD FOR 10-K
TOPEKA, Kansas, April 1, 1999 -- Western Resources (NYSE:WR) today
announced it filed for a 15-day extension from the Securities and Exchange
Commission (SEC) for the filing of its 1998 Form 10-K. This extension is a
result of a Form 10-K filing delay announced by its 85 percent owned
subsidiary, Protection One (NYSE:POI).
The delay of Protection One's Form 10-K is based on its intent to
restate its 1997 and 1998 financial statements. As a result, Western Resources
will adjust its previously disclosed 1998 financial results to reflect the
adjustments made by Protection One. The adjustments are a result of a review
by the SEC staff of Protection One's financial statements in connection with
a registration statement relating to its acquisition of Lifeline Systems, Inc.
(Nasdaq:LIFE).
Based on the SEC staff's review of Protection One's financial
statements, Protection One has made a determination to revise certain
accounting items. The largest modification by Protection One provides for a
reversal of an approximate $12.3 million acquisition-related expense recorded
in 1997 related to a change in accounting treatment for the replacement of
yard signs using the Westar Security brand name, the former name of Western
Resources' security service subsidiary. This amount will be incurred in 1998.
Other 1998 adjustments include a provision for expensing yard signs previously
capitalized and an increase in bad debt expense.
As a result of these adjustments by Protection One, Western Resources'
net earnings per share for 1998 are expected to be approximately $0.67 per
common share as opposed to $0.84 per common share previously announced.
In addition, Protection One indicated that the SEC staff is reviewing
Protection One's amortization methodology used on customer accounts and the
timing of non-recurring gains relating to the settlement of certain financial
obligations.
Protection One currently amortizes customer acquisition costs on a
straight line accounting basis over a 10-year period. The SEC staff has
questioned the appropriateness of the current accounting method which
Protection One believes is consistent with industry practices. A significant
change in the amortization method would likely have a material effect on the
company's results of operations. Protection One indicated it will work with
the SEC staff to resolve the matter. Resolution of this issue is expected
prior to Protection One filing its first-quarter report on Form 10-Q for 1999
in mid-May.
Western Resources also indicated that in conjunction with the
acquisition of Lifeline by Protection One, it may acquire shares of Protection
One common stock in open market or privately negotiated transactions depending
upon market conditions. Any open market or private purchases will reduce or
eliminate the need for it to purchase shares through a private placement from
Protection One in order to maintain at least an 80% ownership stake in
Protection One.
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 1.5 million security customers
in 48 states. Its utilities, KPL and KGE, provide electric service to
approximately 614,000 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 eighth largest natural gas distribution company in the
nation, serving more than 1.4 million customers.
For more information about Western Resources and its operating
companies, visit us on the Internet at http://www.wstnres.com.
Forward-Looking Statements: Certain matters discussed in this news
release, including estimates and amounts of restatements and accounting
adjustments, are "forward-looking statements." These estimated amounts are
subject to completion and audit of the financial statements, as well as to
additional review by the SEC staff. 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,
possible corporate restructurings, mergers, acquisitions, dispositions,
liquidity and capital resources, interest and dividend rates, environmental
matters, changing weather, nuclear operations, and accounting matters. What
happens in each case could vary materially from what we expect because of such
things as electric utility deregulation, including ongoing state and federal
activities; future economic conditions; legislative developments; regulatory
and competitive markets; volatility in wholesale power markets, and other
circumstances affecting anticipated operations, revenues and costs. See the
company's Annual Report on Form 10-K/A for further discussion of factors
affecting the company's performance.