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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or
or Rule 14a-12
WESTERN RESOURCES, INC.
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(Name of Registrant as Specified In Its Charter)
WESTERN RESOURCES, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(I)(1), or 14a-6(I)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(I)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(I)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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/x/ Filing fee paid with preliminary filing.
The following letter was mailed to Western Resources shareowners on or about
July 14, 1998.
David C. Wittig
President and Chief
Executive Officer
July 13, 1998
Dear Shareowner,
We are nearing the July 30, 1998, vote to create Westar Energy, the new
company to be formed from the electric operations of Western Resources and
Kansas City Power & Light. As a result of the creation of Westar Energy,
Western Resources will enter a new phase in our history, a phase we believe
will give your investment tremendous opportunity for growth, strength and
flexibility.
In the proxy statement and the "Building the Best" brochure, we have
outlined how this transaction will work and why we strongly believe it
deserves your support.
The enthusiasm of both companies for this combination is apparent. We
worked very hard for more than two years to bring our relationship with KCPL
to this point.
You should also be aware that many people whose job it is to objectively
analyze our industry have praised this transaction and the strategic direction
of Western Resources.
I'd like to share some of these with you.
"We like WR for its aggressive and innovative management style as evidenced by
the creative agreement it entered into with KLT. This unique and creative
approach will give the electric operations of both companies a foundation for
success in the new competitive environment. We believe shareholders will reap
the benefits of the regulated utility assets of WR and KLT. Western has
proven time and again that it can meet the aggressive goals it has set for
itself in terms of gaining access to new customers while maintaining its
financial integrity."
- Edward J. Tirello
BT Alex Brown Inc.
June 18, 1998
"This new structure should allow management to continue the very successful
pursuit of other opportunities in the electric business. We think the merger
enhances the growth potential of both companies."
- Dennis Hudson
George K. Baum & Company
April 9, 1998
"We believe an expansion in the valuation will accompany Western Resources
progress in its competitive strategy to become a nationwide provider of
electric, gas and monitored security services and will materialize in
recognition of the successful execution of the company's acquisition program."
- Dan Rudakas
Everen Securities Inc.
June 23, 1998
The last three years have been an exciting time for Western Resources.
We have made significant progress in preparing your company for the changes in
the marketplace. Now, we need you to help us complete this transaction by
returning your proxy card right away.
There are three proposals on the card. Approval of all three proposals
is needed for Western Resources to complete this combination as planned. We
urge you to vote for this transaction, and to send in your proxy as soon as
possible for the July 30, 1998, meeting. If you already sent in your proxy
card you do not need to do so again. If you have any questions, please
contact our proxy solicitor, Georgeson & Company, at 1-800/223-2064.
Sincerely,
David C. Wittig
President and Chief Executive Officer
Western Resources
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, 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; our regulatory and competitive
markets; and other circumstances affecting anticipated operations, revenues
and costs. See the Company's annual report on Form 10K for the year ended
December 31, 1997 for a discussion of factors affecting the Company.