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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) July 22, 1999
(July 19, 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 and employee update issued on July 19, 1999:
Western Resources, KCPL Reach Agreement in Missouri
Exhibit 99.2 - Press release and employee update issued on July 22, 1999:
Western Resources Announces Stock Repurchase Plan
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 July 22, 1999 By /s/ William B. Moore
William B. Moore, Executive Vice
President, Chief Financial
Officer and Treasurer
Exhibit 99.1
July 19, 1999
WESTERN RESOURCES, KCPL REACH AGREEMENT IN MISSOURI
Western Resources today announced a Settlement Agreement has been reached with
the Missouri Public Service Commission (MPSC) staff, the Office of Public
Counsel and other key parties in its merger with Kansas City Power & Light
(KCPL). The stipulation and agreement was filed today with the MPSC for its
review.
"We're extremely pleased to have reached an agreement on the complex issues
involved in this case," said David C. Wittig, Western Resources chairman of
the board, president and chief executive officer. "Today's agreement gives the
merger a big shot of momentum as we continue to work toward completing the
transaction by the end of this year."
Some of the terms of the Missouri settlement include:
- There will be an electric rate moratorium of three years beginning on
the date the transaction closes.
- Westar Energy the new name of the merged companies' electric
operations will make a one-time rate credit in the amount of $5
million to its Missouri retail customers at the beginning of the second
year of the merger.
- Westar Energy's executive headquarters will be in Kansas City.
Western Resources and KCPL believe the terms of this settlement constitute a
fair and reasonable resolution of issues arising from its merger filing and
that the merger is in the public's interest.
The next step will be a hearing before the MPSC beginning August 2 on the
terms of the stipulation and agreement.
Forward-Looking Statements: Certain matters discussed in this employee update
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, 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 for further discussion of factors affecting the company's
performance.
Exhibit 99.2
July 22, 1999
WESTERN RESOURCES ANNOUNCES STOCK REPURCHASE PLAN
Western Resources today announced a stock repurchase program for up to $25
million of its common stock.
The program authorizes Western Resources to make purchases of its common stock
in the open market. The timing and terms of purchases, and the number of
shares actually purchased, will be determined by management based on market
conditions and other factors. Purchases will be conducted in accordance with
applicable rules of the Securities and Exchange Commission (SEC).
"Given our current stock price, we believe that this is a prudent move for our
company and our shareholders," said David C. Wittig, Western Resources
chairman of the board, president and chief executive officer.
Wittig said that the company believed the uncertainty of the review by SEC of
Protection One's amortization of customer accounts and the pending Kansas City
Power & Light (KCPL) merger have put downward pressure on Western Resources'
common stock price.
While the SEC review of Protection One still is pending, the KCPL merger has
seen significant momentum with the recent settlement agreements reached with
the Kansas Corporation Commission and the Missouri Public Service Commission
staffs.
"We believe our common stock is undervalued in the marketplace and provides us
an opportunity to repurchase shares at an attractive price," said Wittig.
Wittig also said that the repurchase of shares will not begin until after the
company's second-quarter earnings are announced, which is expected around the
first week of August.
The purchased shares would be held in treasury and will be available for
general corporate purposes or resale at a future date, or will be retired. Any
purchases will be financed with short-term debt, or made from available funds.
The announcement is not a request nor an offer for tender of shares to the
company. The company currently has approximately 67.4 million shares
outstanding.
Forward-Looking Statements: Certain matters discussed in this employee update
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, 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 for the period ended Dec. 31, 1998 and Form 10-Q the
period ended March 31, 1999 filed with the SEC for further discussion of
factors affecting the company's performance.