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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) November 15, 1999
(November 13, 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
On November 13, 1999, Western Resources, Inc. announced third-quarter
results and plans to purchase Protection One debt.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Press release dated as of November 13, 1999, issued by
Western Resources, Inc.
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 November 15, 1999 By /s/ William B. Moore
William B. Moore, Executive Vice
President, Chief Financial
Officer and Treasurer
Date November 15, 1999 By /s/ Leroy P. Wages
Leroy P. Wages, Controller
EXHIBIT INDEX
Exhibit Number Description of Exhibit
99.1 Press release dated as of November 13,
1999, issued by Western Resources, Inc.
Exhibit 99.1
WESTERN RESOURCES ANNOUNCES
THIRD-QUARTER RESULTS
ANNOUNCES PLANS TO PURCHASE
PROTECTION ONE DEBT
TOPEKA, Kansas, November 13, 1999 (8 a.m. CST) -- Western Resources
(NYSE:WR) today announced third-quarter operating earnings, excluding one-time
and non-operating charges, of $1.02 in 1999 versus $1.03 in the third quarter
of 1998. Earnings for the quarter were $0.72 per share for 1999 versus $1.08
per share for third quarter 1998. Business line results follow:
Electric Operations
Electric operations contributed operating income of $1.28 per share in
the 1999 third quarter versus $1.08 per share a year earlier.
Natural Gas Holdings
The natural gas business, represented by Western Resources' 45%
ownership in ONEOK (NYSE:OKE), contributed $0.12 in earnings in the 1999 third
quarter compared with $0.10 per share of earnings in the 1998 third quarter.
Monitored Services
Monitored services operations, represented by the company's 85 percent
ownership of Protection One (NYSE:POI), resulted in a $0.27 per share loss
from operations in Western Resources' third-quarter 1999 earnings.
The monitored services results for the third quarter were impacted by a
change in the accounting principle used to amortize customer accounts, a gain
recorded on the sale of the Mobile Services Division and other non-recurring
or non-operating items. The net impact of these items reduced third-quarter
earnings per share by an additional approximate $0.26.
Protection One has received an extension of the covenant waiver on its
revolving credit facility to December 3. Protection One continues to work
closely with the banks on additional waivers or amendments to its revolving
credit agreement.
Other
Other operations, net of unallocated debt, resulted in an $0.11 per
share loss for the company in the third quarter compared to an $0.11 per share
loss in the same category in the third quarter 1998.
In addition to operating earnings, Western Resources incurred a $0.02
per share loss from corporate-owned life insurance in the third quarter 1999
compared to a $0.01 gain in third-quarter 1998. Western Resources also
recognized $0.02 per share non-operating loss primarily related to its other
investments, which was consistent with 1998 third-quarter results.
Purchase of Protection One Debt
Western Resources also today announced that it may from time-to-time
repurchase Protection One non-convertible debt. Western Resources indicated
that it may spend up to $50 million for this purpose.
The timing and terms of purchases, and the amount of debt actually
purchased, will be determined by the company based on market conditions and
other factors. Purchases are expected to be made in the open market or through
negotiated transactions.
"We believe Protection One's debt is undervalued in the marketplace and
provides us an opportunity to purchase the debt at an attractive price," said
David C. Wittig, Western Resources chairman of the board, president and chief
executive officer.
This announcement is not a request nor an offer for tender of Protection
One debt to Western Resources or Protection One. Currently Protection One has
approximately $708 million principal amount of non-convertible debt
outstanding.
In a separate announcement today, Protection One announced third-quarter
1999 results, changes in its accounting methodology for customer accounts and
a restatement of its purchase price allocation for its Multifamily
acquisitions.
See Protection One's and Western Resources' Forms 10-K/A and 10-K, Forms
10-Q and current reports on Form 8-K for further information on the companies.
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 1.6 million security customers
in North America and Europe. 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.wr.com.
Forward-Looking Statements: Certain matters discussed in this 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," "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, closing of the KCPL transaction, successful
integration of Western Resources' and KCPL's businesses and achievement of
anticipated cost savings, the outcome of accounting issues being reviewed by
the SEC staff, possible corporate restructurings, mergers, acquisitions,
dispositions, liquidity and capital resources, compliance with debt
covenants, interest and dividend rates, year 2000 issue, environmental
matters, changing weather, nuclear operations, ability to enter new markets
successfully and capitalize on growth opportunities in nonregulated
businesses, events in foreign markets in which investments have been made, and
accounting matters. Our actual results may differ materially from those
discussed here. See the company's and Protection One's 1998 Annual Report on
Form 10-K and 10K/A, quarterly reports on Forms 10-Q and current reports on
Form 8K for further discussion of factors affecting the company's and
Protection One's performance.
/CONTACT: Media: Michel' Philipp, news@wr.com, 785.575.1927, or fax:
785.575.6399, or Investors: Jim Martin, jim_martin@wr.com, 785.575.6549, or
fax: 785.575.8160, both of Western Resources/
/Web site:http://www.wr.com
Attachment 1
THIRD QUARTER REPORT
WESTERN RESOURCES, INC.
Quarter Ended September 30 Nine Months Ended September 30
1999 1998 1999 1998
1. Sales $ 648,998,000 $ 701,402,000 $1,585,723,000 $1,547,046,000
2. Net Income $ 49,010,000 $ 71,421,000 $ 88,247,000 $ 132,242,000
3. Earnings Available
for Common Stock $ 48,728,000 $ 71,139,000 $ 87,400,000 $ 128,933,000
4. Average Common Shares
Outstanding 67,554,000 65,707,000 66,766,000 65,554,000
5. Basic Earnings per
Average Share
Outstanding $0.72 $1.08 $1.31 $1.97
6. EBITDA $ 273,839,000 $ 243,896,000 $ 640,306,000 $ 562,448,000
7. Net Utility Plant
(after depreciation) $3,668,673,000 $3,728,159,000
Attachment 2
THIRD QUARTER PER SHARE RESULTS
WESTERN RESOURCES, INC.
Earnings(1) Adj. Earnings(2) Cash Flow(3)
Quarter Ended September 30, 1999 1998 1999 1998 1999 1998
Utility(4) $1.28 $1.08 $1.36 $1.16 $1.90 $1.69
ONEOK 0.12 0.10 0.12 0.10 0.12 0.10
Protection One (0.27) (0.04) (0.18) 0.04 0.91 0.44
Other (Net of Interest on
Unallocated Debt) (0.11) (0.11) (0.11) (0.11) (0.10) (0.11)
Earnings Before Non-Operating
COLI and Non-Recurring Events $1.02 $1.03 $1.19 $1.19 $2.83 $2.12
Western Resources -
Non-Operating COLI (0.02) 0.01 (0.02) 0.01 (0.02) 0.01
Non-Recurring Events - (0.02) (0.02) (0.02) (0.02) (0.02) (0.02)
Protection One -
Increased Amortization Expense (0.32) 0.00 (0.32) 0.00 0.17 0.00
Non-Recurring Events 0.06 0.06 0.06 0.06 0.09 0.06
Total Earnings per Share $0.72 $1.08 $0.89 $1.24 $3.05 $2.17
(1) Line of business reporting does not reflect intercompany eliminations.
(2) Earnings + goodwill amortization.
(3) Earnings + depreciation and amortization.
(4) Interest expense is allocated on $1.9 billion of debt.