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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
Western Resources, Inc.
(Exact name of registrant as specified in its charter)
Kansas 48-0290150
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
818 Kansas Avenue, Topeka, Kansas 66612
(Address of principal executive offices) (Zip Code)
Western Resources, Inc. 1996 Long Term Incentive and Share Award Plan
(Full title of the plan)
Richard D. Terrill S.L. Kitchen
Corporate Secretary and Associate Executive Vice President and Chief
General Counsel Financial Officer
818 Kansas Avenue 818 Kansas Avenue
Topeka, Kansas 66612 Topeka, Kansas 66612
(913)575-63 (913)575-6369
______________________________________________________________________________
(Names, addresses and telephone numbers, including area code, of agents for
service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price (1) Fee
- ------------------------------------------------------------------------------
Common Stock,
$5.00 Par Value 3,000,000 $29.125 $87,375,000 $30,129.52
(1) Estimated solely for purpose of calculating the registration fee based
upon the average of the high and low prices for the issuer's common stock
reported on the New York Stock Exchange Composite Transactions on September
27, 1996 at $29.125 per share.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Western Resources, Inc. (the "Company") hereby incorporates by
reference the following documents previously filed with the Securities
Exchange Commission:
(a) The Company's annual report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) The Company's current reports on Form 10-Q for the quarters
ended March 31, 1996, and June 30, 1996;
(c) The Company's current reports on Form 8-K dated April 14,
1996, April 22, 1996, April 25, 1996, April 26, 1996, April
29, 1996, May 3, 1996, May 6, 1996, May 10, 1996, May 24,
1996, June 17, 1996, July 23, 1996, and July 26, 1996.
(d) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 10, filed May
5, 1949, as updated by the description contained in Item 7
of the Company's Form 10-Q filed for the quarter ended March
31, 1979; and
(e) All other reports filed pursuant to Section 13(a) or 15(d)
of the 1934 Act since the end of the fiscal year covered by
the Company's annual report referenced in (a) above.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to have been incorporated herein by reference, and to be a
part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The statements as to matters of law and legal conclusions set forth in
this Registration Statement and in the documents incorporated by reference
herein have been reviewed by John K. Rosenberg, Esq., Executive Vice
President and General Counsel of Western Resources, Inc., and are set forth or
incorporated by reference herein in reliance upon the opinion of Mr.
Rosenberg. At October 1, 1996, Mr. Rosenberg owned directly and/or
beneficially 2,900 shares of Common Stock and had been granted pursuant to and
subject to the terms of Western Resources, Inc.'s Long-Term Incentive Program
999 performance shares.
The financial statements and schedules included in or incorporated by
reference in this Registration Statement to the extent and for the periods
indicated in their reports have been audited by Arthur Andersen LLP,
independent public accountants, and are included herein in reliance upon
the authority of said firm as experts in giving said reports.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article XVIII of the Company's Restated Articles of Incorporation, as
amended, provides that a director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's duty of loyalty to the corporate or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for paying a dividend or approving a stock
repurchase in violation of the Kansas General Corporation Code, or (iv) for
any transaction from which the director derived an improper personal benefit.
This provision is specifically authorized by Section 17-6002(b)(8) of the
Kansas General Corporation Code.
Section 17-6305 of the Kansas General Corporation Code (the
"Indemnification Statute") provides for indemnification by a corporation of
its corporate officers, directors, employees and agents. The Indemnification
Statute provides that a corporation may indemnify such persons who have been,
are, or may become a party to an action, suit or proceeding due to his or her
status as a director, officer, employee or agent of the corporation. Further,
the Indemnification Statute grants authority to a corporation to implement its
own broader indemnification policy. Article XVIII of the Company's Restated
Articles of Incorporation, as amended, requires the Company to indemnify its
directors and officers to the fullest extent provided by Kansas law. Further,
as is provided for in Article XVIII, the Company has entered into
indemnification agreements with its directors, which provide for
indemnification which is broader than that available under Article XVIII and
the Indemnification Statute.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith, or incorporate herein by
reference:
Exhibit Number Exhibit Description
- --------------------- --------------------------
5 Legal Opinion of John K. Rosenberg, Esq.
23 Consent of Arthur Andersen LLP, filed herewith.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereto) which, individually or in the aggregate,
represents a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Company pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15[d] of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Western
Resources, Inc., the Registrant, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunder duly authorized, in the City of Topeka, State of
Kansas, on the 1st day of October, 1996.
Western Resources, Inc.
(Registrant)
By JOHN E. HAYES, JR.
JOHN E. HAYES, JR.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
JOHN E. HAYES, JR. Chairman of the Board and October 1, 1996
John E. Hayes, Jr. Chief Executive Officer
(Principal Executive Officer)
STEVEN L. KITCHEN Executive Vice President and October 1, 1996
Steven L. Kitchen Chief Financial Officer
(Principal Financial and Accounting Officer)
FRANK J. BECKER Director October 1, 1996
Frank J. Becker
GENE A. BUDIG Director October 1, 1996
Gene A. Budig
C.Q. CHANDLER Director October 1, 1996
C.Q. Chandler
THOMAS R. CLEVENGER Director October 1, 1996
Thomas R. Clevenger
JOHN C. DICUS Director October 1, 1996
John C. Dicus
DAVID H. HUGHES Director October 1, 1996
David H. Hughes
RUSSELL W. MEYER, JR. Director October 1, 1996
Russell W. Meyer, Jr.
JOHN H. ROBINSON Director October 1, 1996
John H. Robinson
LOUIS W. SMITH Director October 1, 1996
Louis W. Smith
SUSAN M. STANTON Director October 1, 1996
Susan M. Stanton
KENNETH J. WAGNON Director October 1, 1996
Kenneth J. Wagnon
DAVID C. WITTIG Director October 1, 1996
David C. Wittig
EXHIBITS
Exhibit Number Exhibit Description
5 Legal Opinion of John K. Rosenberg, Esq.
23 Consent of Arthur Andersen LLP, filed herewith.
Exhibit 5
October 1, 1996
Western Resources, Inc.
818 Kansas Avenue
Topeka, Kansas 66612
Dear Sirs:
As Executive Vice President and General Counsel of Western Resources,
Inc. (the "Company"), and in connection with the proposed issue and sale, from
time to time, of up to 3,000,000 shares of common stock, par value $5.00 per
share, of the Company (hereinafter called the "Common Stock"), pursuant to the
Western Resources, Inc. 1996 Long Term Incentive and Share Award Plan (the
"Plan") with respect to which the Company is filing a Registration Statement
on Form S-8 with the Securities and Exchange Commission under the Securities
Act of 1933 to which Registration Statement this opinion shall be filed as an
exhibit, I advise you that, in my opinion:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Kansas.
2. Upon (a) authorization of the issue and sale of the Common Stock by
regulatory commissions having jurisdiction, (b) the Registration Statement
becoming effective under the Securities Act of 1933, and (c) full payment
therefor in accordance with the Plan (assuming that the option price for which
such shares will be issued, in every case, be not less than the par value of
such shares), the Common Stock will be legally issued, validly outstanding,
fully paid and nonassessable and the holders thereof will be entitled to the
rights and privileges appertaining thereto, as set forth in the Company's
Restated Articles of Incorporation, as amended.
I hereby consent to the filing of a copy of this opinion as an exhibit
to said Registration Statement. I also consent to the use of my name and the
making of the statements with respect to myself in the Registration Statement
and the Prospectus constituting a part thereof.
Very truly yours,
JOHN K. ROSENBERG
John K. Rosenberg
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
January 26, 1996, incorporated by reference in Western Resources, Inc.'s Form
10-K for the year ended December 31, 1995, and to all references to our Form
included in this registration statement.
ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Kansas City, Missouri
September 30, 1996