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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) October 15, 1999
(October 15, 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 October 15, 1999, Western Resources, Inc. announced Western Resources
Previews Third-Quarter Results; Utility Operations Expected to Report Strong
Results
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Press release dated as of October 15, 1999, issued by
Western Resources, Inc.
Exhibit 99.2 - Attachment to press release
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 October 15, 1999 By /s/ William B. Moore
William B. Moore, Executive Vice
President, Chief Financial
Officer and Treasurer
Date October 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 October 15,
1999, issued by Western Resources, Inc.
99.2 Attachment to press release
Exhibit 99.1
Media contact:
Michel' J. Philipp
Phone: 785.575.1927
FAX: 785.575.6399
news@wr.com
Investor contact:
Jim Martin
Phone: 785.575.6549
FAX: 785.575.8160
jim_martin@wr.com
WESTERN RESOURCES PREVIEWS THIRD-QUARTER RESULTS
UTILITY OPERATIONS EXPECTED
TO REPORT STRONG RESULTS
TOPEKA, Kansas, October 15, 1999 (8 a.m. CDT) -- Western Resources
(NYSE:WR) today released preliminary third-quarter earnings from its
operations excluding monitored services. The company announced this
preliminary third-quarter information today in anticipation of discussions at
the Edison Electric Institute financial conference next week.
Western Resources estimated third-quarter earnings from its operations,
excluding monitored services, increased 21% to approximately $1.30 per share
for 1999 versus $1.07 per share for these operations in third quarter 1998.
These earnings exclude non-recurring charges.
"In 1998 we announced we would make sound investments to enhance
reliability in our utility business. Those investments bore results primarily
due to the increased power plant availability during hot weather, when demand
was high," said David C. Wittig, Western Resources chairman of the board,
president and chief executive officer. "We are pleased with these results."
Preliminary results for the lines of business for which figures are
available are as follows:
p. 2 - 3QPREVIEW
Electric Operations
Electric operations are expected to contribute operating income of
approximately $1.28 per share in the 1999 third quarter versus $1.08 per share
a year earlier. The increase in operating income occurred primarily as a
result of wholesale market activity.
Retail sales for the quarter were down almost three percent from last
year's totals because of weather. In June, the company implemented the final
$10 million electric rate reduction, ordered in January 1997, which also
contributed to lower electric retail revenues for the quarter as compared to
last year.
During the quarter, the company's proposed merger with Kansas City Power
& Light (NYSE:KLT) received approval from the Missouri Public Service
Commission and a settlement was reached with the Federal Energy Regulatory
Commission staff. The company received an order from the Kansas Corporation
Commission and has filed a petition for reconsideration seeking clarification
on certain issues. Assuming timely receipt of regulatory orders with
acceptable conditions and satisfaction of all closing conditions, the company
anticipates the merger could close before the end of the year.
Natural Gas Holdings
The natural gas business, represented by Western Resources' 45%
ownership in ONEOK (NYSE:OKE), is expected to contribute approximately $0.12
in earnings in the 1999 third quarter compared with $0.10 per share of
earnings in the 1998 third quarter. The slight earnings increase is
attributable to improved equity earnings and dividends from the investment.
p. 3 - 3QPREVIEW
Other Operations
Other operations, net of unallocated debt, are expected to result in an
estimated $0.10 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.
Paradigm Direct, a marketing company of which Western Resources owns 40
percent, is expected to contribute $0.01 per share for the third quarter.
In addition to operating earnings, Western Resources expects to incur an
approximate $0.02 per share loss from corporate-owned life insurance in the
third quarter 1999 compared to a $0.01 gain in the third-quarter 1998. Western
Resources also expects to recognize an approximate $0.02 per share non-
recurring loss primarily related to its other investments, which was
consistent with 1998 third-quarter results.
The per share line of business results reported herein, while determined
on a consistent basis compared to prior year, do not include certain
consolidating adjustments, which will be made when final consolidated line of
business earnings are reported. Actual total reported earnings for Western
Resources will be released by November 15.
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, 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 10-K/A, quarterly reports on Forms 10-Q and current reports on
Form 8-K for further discussion of factors affecting the company's and
Protection Ones' performance. Western Resources disclaims any obligation to
update any forward-looking statements as a result of developments occurring
after the date of this news release.
Exhibit 99.2
PRELIMINARY
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THIRD QUARTER PER SHARE RESULTS(1)
WESTERN RESOURCES, INC.
Earnings(2) Adj. Earnings(3) Cash Flow(4)
Quarter Ended September 30, 1999 1998 1999 1998 1999 1998
Utility(5) $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
Other (Net of Interest on
Unallocated Debt) (0.10) (0.11) (0.10) (0.11) (0.10) (0.11)
Earnings Before Non-Operating
COLI and Non-Recurring Events $1.30 $1.07 $1.38 $1.15 $1.92 $1.68
Non-Operating COLI (0.02) 0.01 (0.02) 0.01 (0.02) 0.01
Non-Recurring Events -
Western Resources (0.02) (0.02) (0.02) (0.02) (0.02) (0.02)
Total Earnings per Share $1.26 $1.06 $1.34 $1.14 $1.88 $1.67
(1) All third quarter 1999 information is estimated and does not include any financial results
from Protection One. The per share line of business results reported herein, while
determined on a consistent basis compared to prior year, do not include certain consolidating
adjustments, which will be made when final consolidated line of business earnings are
reported.
(2) Line of business reporting does not reflect intercompany eliminations.
(3) Earnings + goodwill amortization.
(4) Earnings + depreciation and amortization.
(5) Interest expense is allocated on $1.9 billion of debt.