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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 26, 1996
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 (913) 575-6300
WESTERN RESOURCES, INC.
Item 5. Other Events
On July 26, 1996, Western Resources, Inc. issued the following Press
Release:
KCC STAFF, WESTERN RESOURCES REACH AGREEMENT IN RATE CASE
SETTLEMENT PROVIDES SOLID BASIS FOR KCPL MERGER
TOPEKA, Kansas, July 26 , 1996 -- Western Resources today announced
it has reached a settlement agreement with the Kansas Corporation
Commission (KCC) staff regarding rate decreases for its KPL and KGE
customers while it moves forward to merge with the Kansas City Power &
Light Company.
"We are pleased that together with the KCC staff we have struck the
balance of providing immediate savings for our customers while doing so
in a fiscally prudent manner," said John E. Hayes, Jr., Western
Resources chairman of the board and chief executive officer. "The
agreement reached today allows us to meet competitive forces in our
industry and continue with our business plans to be a national leader in
energy services and products."
Details of the settlement include a $37.3 million rate reduction for
KGE customers and an $8.7 million reduction for KPL customers upon KCC
approval. In January 1998, KGE customers will receive an additional $10
million rate reduction.
"Importantly, the KCC staff's initial rate reduction recommendation
has been touted by KCPL as a possible stumbling block in our offer to
merge with them," said Hayes. "We've been saying
p. 2 -- SETTLEMENT
all along the issue was a matter of timing and implementing rate
decreases in a sound, businesslike manner. Now, Western Resources has
been proved right."
The agreement reached today supports Western Resources' projected
earnings calculations for a Western Resources/KCPL merged company. KCPL
shareowners will receive $31 for every share of KCPL common stock, and a
projected dividend between $2.00 and $2.35 per share at the close of the
merger.*
With the reduction agreed upon today, KGE rates will fall to nine
percent below the national average. KPL rates, already 27 percent below
the national average, drop another two percent. Western Resources also
has agreed to keep retail electric rates stable for five years.
"We continue to believe our offer for KCPL is the most valuable for
shareowners," said Hayes. "Reaching this agreement validates our beliefs
and confirms the viability of our offer. Now that we have resolution of
this issue, we're continuing to make a Western Resources/KCPL
combination a reality."
Today's agreement will be presented to the KCC. Following KCC
approval, the rate reductions will be immediately implemented.
Western Resources (NYSE:WR) is a diversified energy company. Its
utilities, KPL and KGE, operating in Kansas and Oklahoma, provide
natural gas service to approximately 650,000 customers and electric
service to approximately 600,000 customers. Through its subsidiaries,
Westar Business Services, Westar Consumer Services, Westar Capital, and
The Wing Group, energy-related products and services are developed and
marketed in the continental U.S., and offshore.
For more information about Western Resources and its operating
companies, visit us on the Internet at http://www.wstnres.com.
This news release is neither an offer to exchange nor a solicitation
of an offer to exchange shares of common stock of KCPL. Such offer is
made solely by the Prospectus dated July 3, 1996, and the related Letter
of Transmittal, and is not being made to, nor will tenders be accepted
from or on behalf of, holders of shares of common stock of KCPL in any
jurisdiction in which the making of such offer or the acceptance thereof
would not be in compliance with the laws of such jurisdiction. In any
jurisdictions where securities, blue sky or other laws require such
offer to be made by a licensed broker or dealer, such offer shall be
deemed to be made on behalf of Western Resources, Inc. by Salomon
Brothers Inc or one or more registered brokers or dealers licensed under
the laws of such jurisdiction.
*Dividend per KCPL share is based upon Western Resources' projected
post-merger 1998 annual dividend rate of $2.14 per share of Western
Resources common stock and the exchange ratio in Western Resources'
offer. Price per KCPL share (payable in Western Resources common stock)
assumes that Western Resources' average share price is between $28.18
and $33.23 at the time of closing.
SIGNATURES
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 26, 1996 By /s/ Jerry D. Courington
Jerry D. Courington,
Controller