<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1996
REGISTRATION NO. 333-
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
<TABLE>
<S> <C>
WESTERN RESOURCES CAPITAL I WESTERN RESOURCES, INC.
WESTERN RESOURCES CAPITAL II (Exact name of registrant as
(Exact name of registrants as specified in its charter)
specified in their Trust Agreements)
DELAWARE KANSAS
(State or other jurisdiction of incorporation or organization)
48-6343047 48-0290150
48-6343919
(I.R.S. Employer Identification Nos.)
</TABLE>
818 KANSAS AVENUE
TOPEKA, KANSAS 66612
(913) 575-6300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
<TABLE>
<S> <C>
JOHN K. ROSENBERG, ESQ. STEVEN L. KITCHEN
EXECUTIVE VICE PRESIDENT AND GENERAL EXECUTIVE VICE PRESIDENT AND CHIEF
COUNSEL FINANCIAL OFFICER
WESTERN RESOURCES, INC. WESTERN RESOURCES, INC.
TOPEKA, KANSAS 66612 TOPEKA, KANSAS 66612
(913) 575-6300 (913) 575-6300
</TABLE>
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after
the Registration Statement becomes effective, as determined by market conditions
and other factors.
------------------
If only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities beng registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ File No. 33-63505
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER UNIT(2) PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Western Resources Capital I
Western Resources Capital II
Cumulative Quarterly Income Preferred
Securities.................................
Western Resources, Inc.
Guarantees with respect to Preferred
Securities(3)..............................
Western Resources, Inc.
Deferrable Interest Subordinated
Debentures.................................
Total......................................... $ 20,000,000 100% $ 20,000,000 $ 6,897
<FN>
(1) There are being registered hereunder a presently indeterminate number of
Cumulative Quarterly Income Preferred Securities of Western Resources
Capital I and Western Resources Capital II with an aggregate initial public
offering price not to exceed $20,000,000, together with related Guarantees
and Deferrable Interest Subordinated Debentures of Western Resources, Inc.
for which no separate consideration will be received by any of the
Registrants.
(2) Pursuant to Rule 457(n) and (o), the registration fee is calculated on the
basis of the proposed maximum offering price of the Cumulative Quarterly
Income Preferred Securities.
(3) Includes the rights of holders of the Preferred Securities under the
Guarantee Agreements and certain back-up undertakings as described in the
Registration Statement.
</TABLE>
------------------
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-3 filed by Western Resources Capital I, Western Resources
Capital II and Western Resources, Inc. with the Securities and Exchange
Commission (File No. 33-63505) pursuant to the Securities Act of 1933, as
amended, and declared effective December 1, 1995 is incorporated by reference
into this Registration Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS.
All exhibits filed with or incorporated by reference in Registration
Statement No. 33-63505 are incorporated by reference into, and shall be deemed
part of, this registration statement, except for the following, which are filed
herewith.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- - ------------ ------------------------------------------------------------------------------------------------------
<C> <C> <S>
5(a) Opinion of John K. Rosenberg, Esq. relating to the legality of the Debentures of the
-- Guarantees, including consent
5(b) Opinion of Richards, Layton & Finger, special Delaware counsel, relating to the legality of
-- the Preferred Securities of Western Resources Capital I, including consent
5(c) Opinion of Richards, Layton & Finger, special Delaware counsel, relating to the legality of
-- the Preferred Securities of Western Resources Capital II, including consent
8 -- Opinion of Cahill Gordon & Reindel, as to tax matters, including consent
23(a) -- Consent of John K. Rosenberg, Esq. (contained in Exhibit 5(a))
23(b) -- Consent of Richards, Layton & Finger (contained in Exhibit 5(b) and 5(c))
23(c) -- Consent of Cahill Gordon & Reindel (contained in Exhibit 8)
23(d) -- Consent of Independent Public Accountants, Arthur Andersen LLP
23(e) -- Consent of Independent Auditors, Deloitte & Touche LLP
</TABLE>
(B) FINANCIAL STATEMENT SCHEDULES.
Not applicable.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Western
Resources, Inc., on behalf of the Registrants, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Topeka, State of
Kansas on the 3rd day of June, 1996.
WESTERN RESOURCES, INC.
By: /s/ JOHN E. HAYES, JR.
-----------------------------------
John E. Hayes, Jr.
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Each person whose signature appears below appoints John E. Hayes, Jr.,
Steven L. Kitchen, John K. Rosenberg and Richard D. Terrill and each of them,
any of whom may act without the joinder of the other, as his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-3 and to file the same,
with all exhibits thereto and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virture hereof.
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- - ------------------------------------------------------ ---------------------------------------- ---------------
<C> <S> <C>
/s/ JOHN E. HAYES, JR. Chairman of the Board and Chief
------------------------------------------- Executive Officer (Principal Executive June 3, 1996
John E. Hayes, Jr. Officer)
/s/ STEVEN L. KITCHEN Executive Vice President and Chief
------------------------------------------- Financial Officer (Principal Financial June 3, 1996
Steven L. Kitchen and Accounting Officer)
/s/ FRANK J. BECKER
------------------------------------------- Director June 3, 1996
Frank J. Becker
/s/ GENE A. BUDIG
------------------------------------------- Director June 3, 1996
Gene A. Budig
/s/ C.Q. CHANDLER
------------------------------------------- Director June 3, 1996
C.Q. Chandler
/s/ THOMAS R. CLEVENGER
------------------------------------------- Director June 3, 1996
Thomas R. Clevenger
/s/ JOHN C. DICUS
------------------------------------------- Director June 3, 1996
John C. Dicus
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- - ------------------------------------------------------ ---------------------------------------- ---------------
<C> <S> <C>
/s/ DAVID H. HUGHES
------------------------------------------- Director June 3, 1996
David H. Hughes
/s/ RUSSELL W. MEYER, JR.
------------------------------------------- Director June 3, 1996
Russell W. Meyer, Jr.
/s/ JOHN H. ROBINSON
------------------------------------------- Director June 3, 1996
John H. Robinson
/s/ LOUIS W. SMITH
------------------------------------------- Director June 3, 1996
Louis W. Smith
/s/ SUSAN M. STANTON
------------------------------------------- Director June 3, 1996
Susan M. Stanton
/s/ KENNETH J. WAGNON
------------------------------------------- Director June 3, 1996
Kenneth J. Wagnon
/s/ DAVID C. WITTIG
------------------------------------------- Director June 3, 1996
David C. Wittig
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, Western
Resources Capital I and Western Resources Capital II, the Registrants, certify
that they have reasonable grounds to believe that they meet all of the
requirements for filing on Form S-3 and have duly caused this Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized, in the City of Topeka, State of Kansas on the 3rd day of June, 1996.
WESTERN RESOURCES CAPITAL I
(Registrant)
By: Western Resources, Inc.,
as Depositor
By: /s/ STEVEN L. KITCHEN
--------------------------------------
Steven L. Kitchen
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
WESTERN RESOURCES CAPITAL II
(Registrant)
By: Western Resources, Inc.,
as Depositor
By: /s/ STEVEN L. KITCHEN
--------------------------------------
Steven L. Kitchen
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
II-3
<PAGE>
EXHIBIT INDEX
All exhibits filed with or incorporated by reference in Registration
Statement No. 33-63505 are incorporated by reference into, and shall be deemed
part of, this registration statement, except for the following, which are filed
herewith.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- - ------------ ---------------------------------------------------------------------------------------------- -----
<C> <C> <S> <C>
5(a) Opinion of John K. Rosenberg, Esq. relating to the legality of the Debentures of
-- the Guarantees, including consent
5(b) Opinion of Richards, Layton & Finger, special Delaware counsel, relating to the
legality of the Preferred Securities of Western Resources Capital I, including
-- consent
5(c) Opinion of Richards, Layton & Finger, special Delaware counsel, relating to the
legality of the Preferred Securities of Western Resources Capital II, including
-- consent
8 -- Opinion of Cahill Gordon & Reindel, as to tax matters, including consent
23(a) -- Consent of John K. Rosenberg, Esq. (contained in Exhibit 5(a))
23(b) -- Consent of Richards, Layton & Finger (contained in Exhibit 5(b) and 5(c))
23(c) -- Consent of Cahill Gordon & Reindel (contained in Exhibit 8)
23(d) -- Consent of Independent Public Accountants, Arthur Andersen LLP
23(e) -- Consent of Independent Auditors, Deloitte & Touche LLP
</TABLE>
<PAGE>
Exhibit 5(a)
June 3, 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 % Deferrable Interest Subordinated
Debentures in one or more series (each such series of Debentures being
hereinafter called the "Debentures") and one or more Guarantees with respect
to preferred securities issued from time to time by one or more issuer
trusts to whom a series of Debentures is issued (each such Guarantee being
hereinafter called a "Guarantee"), with respect to which the Company is
filing a Registration Statement on Form S-3 with the Securities and
Exchange Commission under the Securities Act of 1933 (hereinafter called
the "Securities Act"), 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. Each series of Debentures is to be issued under an
Indenture among the Company and the Trustee thereunder (hereinafter
called the "Indenture") to be further supplemented by a Supplemental
Indenture creating each such series of Debentures (each such Supplemental
Indenture being hereinafter called a "Supplemental Indenture"), forms of which
are filed as exhibits to the Registration Statement. Upon (a) the
Registration Statement becoming effective under the Securities Act, (b) the
authorization of the Indenture and the Supplemental Indenture and the
issuance, sale and delivery of the Debentures by the Board of Directors of
the Company and the execution of the Indenture and the Supplemental
Indenture by the Company and the Trustee thereunder, acting by their
proper officers, respectively, and the delivery thereof, and (c) the
execution of the Debentures by the proper officers of the Company and
the authentication thereof by the Trustee in accordance with the
<PAGE>
provisions of the Indenture and the Supplemental Indenture and the full
payment therefor, the Indenture and each Supplemental Indenture will be
a valid instrument legally binding upon the Company and the Debentures
will be duly authorized and issued and will constitute the legal, valid
and binding obligations of the Company subject, as to enforcement to
bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect relating
to creditors' rights generally.
3. Each Guarantee is to be issued under a Guarantee
Agreement between the Company and the Trustee thereunder (hereinafter
called the "Guarantee Agreement"), a form of which is filed as an exhibit
to the Registration Statement. Upon (a) the Registration Statement becoming
effective under the Securities Act, (b) the authorization of the
Guarantee Agreement and the issuance, sale and delivery of the Guarantee
by the Board of Directors of the Company and the execution of the
Guarantee Agreement by the Company and the Trustee thereunder, acting
by their proper officers, respectively, and the delivery thereof, the
Guarantee Agreement will be a valid instrument legally binding upon
the Company and the Guarantee will be duly authorized and issued and
will constitute the legal, valid and binding obligation of the Company
subject, as to enforcement to bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws now or
hereafter in effect relating to creditors' rights generally.
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
<PAGE>
[Letterhead of Richards, Layton & Finger]
June 3, 1996
Western Resources Capital I
c/o Western Resources, Inc.
818 Kansas Avenue
Topeka, Kansas 66612
Re: Western Resources Capital I
Ladies and Gentlemen:
We have acted as special Delaware counsel for Western
Resources, Inc., a Kansas corporation ("Western Resources"), and
Western Resources Capital I, a Delaware business trust (the "Trust"), in
connection with the matters set forth herein. At your request, this
opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals
or copies of the following:
(a) The Certificate of Trust of the Trust, dated as of
October 12, 1995 (the "Certificate"), as filed in the office of the
Secretary of State of the State of Delaware (the "Secretary of State")
on October 12, 1995;
(b) The Trust Agreement of the Trust, dated as of October 12,
1995, between Western Resources and the trustees of the Trust named
therein;
(c) The registration statement (the "Registration Statement")
on Form S-3, as proposed to be filed by Western Resources, the Trust and
others as set forth therein with the Securities and Exchange Commission on
or about June 3, 1996, pursuant to Rule 462(b) under the Securities Act of
1933, as amended, which incorporates by reference a prospectus,
as supplemented by a preliminary prospectus supplement (as supplemented,
the "Prospectus"), contained in a registration statement (File No. 33-63505)
on Form S-3 which became effective on December 1, 1995, relating to the
% Cumulative Quarterly Income Preferred Securities of the Trust
representing preferred undivided beneficial interests in the assets of the
Trust (each, a "Preferred Security" and collectively, the "Preferred
Securities");
(d) The Amended and Restated Trust Agreement of the Trust, dated
as of December 14, 1995, among Western Resources, the trustees of the Trust
named therein, and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust (including Exhibits C and E thereto)
(the "Trust Agreement"); and
(e) A Certificate of Good Standing for the Trust, dated
June 3, 1996, obtained from the Secretary of State.
<PAGE>
Western Resources Capital I
June 3, 1996
Page 2
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed above, and we have assumed
that there exists no provision in any document that we have not reviewed
that bears upon or is inconsistent with the opinions stated herein. We
have conducted no independent factual investigation of our own but rather
have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or
assumed herein, all of which we have assumed to the true, complete and
accurate in all material respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic
originals, (ii) the conformity with the originals of all documents submitted
to us as copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust
Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respects to the
creation, operation and termination of the Trust, and that the Trust
Agreement and the Certificate are in full force and effect and have not
been amended, (ii) except to the extent provided in paragraph 1 below, the
due creation or due organization or due formation, as the case may be, and
valid existence in good standing of each party to the documents examined
by us under the laws of the jurisdiction governing its creation,
organization or formation, (iii) the legal capacity of natural persons who
are parties to the documents examined by us, (iv) that each of the parties
to the documents examined by us has the power and authority to execute and
deliver, and to perform its obligations under, such documents (v) the due
authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a
Preferred Security is to be issued by the Trust (collectively, the
"Preferred Security Holders") of a Preferred Security Certificate for such
Preferred Security and the payment for the Preferred Security acquired by
it, in accordance with the Trust Agreement and the Registration Statement,
and (vii) that the Preferred Securities are issued and sold to the Preferred
Security Holders in accordance with the Trust Agreement and the Registration
Statement. We have not participated in the preparation of the Registration
Statement and assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our
opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder which are currently in effect.
<PAGE>
Western Resources Capital I
June 3, 1996
Page 3
Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary
or appropriate, and subject to the assumptions, qualifications, limitations
and exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validity existing
in good standing as a business trust under the Delaware Business Trust
Act, 12 Del. C. Section 3801, et seq.
2. The Preferred Securities will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.
3. The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended
to stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred
Security Holders may be obligated to make payments as set forth in the Trust
Agreement.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition,
we hereby consent to the use of our name under the heading "Legal Matters" in
the Prospectus. In giving the foregoing consents, we do not thereby admit
that we come within the category of Persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder. Except as
stated above, without our prior written consent, this opinion may not be
furnished or quoted to, or relied upon by, and other Person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger
-----------------------------
<PAGE>
[Letterhead of Richards, Layton & Finger]
June 3, 1996
Western Resources Capital II
c/o Western Resources, Inc.
818 Kansas Avenue
Topeka, Kansas 66612
Re: Western Resources Capital II
Ladies and Gentlemen:
We have acted as special Delaware counsel for Western Resources, Inc., a
Kansas corporation ("Western Resources"), and Western Resources Capital II,
a Delaware business trust (the "Trust"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated as of October 12,
1995 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on October 12, 1995;
(b) The Trust Agreement of the Trust, dated as of October 12, 1995,
between Western Resources and the trustees of the Trust named therein;
(c) The registration statement (the "Registration Statement") on Form S-3,
as proposed to be filed by Western Resources, the Trust and others as set forth
therein with the Securities and Exchange Commission on or about June 3, 1996,
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which
incorporates by reference a preliminary prospectus, as supplemented by a
preliminary prospectus supplement (as supplemented, the "Prospectus"),
contained in a registration statement (File No. 33-63505) on Form S-3 which
became effective on December 1, 1995, relating to the __% Cumulative Quarterly
Income Preferred Securities of the Trust representing preferred undivided
beneficial interests in the assets of the Trust (each, a "Preferred Security"
and collectively, the "Preferred Securities");
(d) A form of Amended and Restated Trust Agreement of the Trust, to be
entered into among Western Resources, the trustees of the Trust named therein,
and the holders, from time to time, of undivided beneficial interests in the
assets of the Trust (including Exhibits C and E thereto) (the "Trust
Agreement"), attached as an exhibit to the Registration Statement; and
(e) A Certificate of Good Standing for the Trust, dated June 3,
1996, obtained from the Secretary of State.
<PAGE>
Western Resources Capital II
June 3, 1996
Page 2
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any documents other than
the documents listed above, and we have assumed that there exists no provision
in any document that we have not reviewed that bears upon or is inconsistent
with the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.
With respect to all document examined by us, we have assumed (i)
the authenticity of all documents submitted to us as authentic originals, (ii)
the conformity with the originals of all document submitted to us as copies
or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust Agreement
constitutes the entire agreement among the parties thereto with respect to the
subject matter thereof, including with respect to the creation, operation and
termination of the Trust, and that the Trust Agreement and the Certificate are
in full force and effect and have not been amended, (ii) except to the extent
provided in paragraph 1 below, the due creation or due organization or due
formation, as the case may be, and valid existence in good standing of each
party to the documents examined by us under the laws of the jurisdiction
governing its creation, organization or formation, (iii) the legal capacity of
natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power
and authority to execute and deliver, and to perform its obligations under,
such documents, (v) the due authorization, execution and delivery by
all parties thereto of all document examined by us, (vi) the receipt by each
Person to whom a Preferred Security is to be issued by the Trust (collectively,
the "Preferred Security Holders") of a Preferred Security Certificate for such
Preferred Security and the payment for the Preferred Security acquired by it,
in accordance with the Trust Agreement and the Registration Statement, and
(vii) that the Preferred Securities are issued and sold to the Preferred
Security Holders in accordance with the Trust Agreement and the Registration
Statement. We have not participated in the preparation of the Registration
Statement and assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal
laws and rules and regulations relating thereto. Our opinions are rendered only
with respect to Delaware laws and rules, regulations and orders thereunder
which are currently in effect.
<PAGE>
Western Resources Capital II
June 3, 1996
Page 3
Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary
or appropriate, and the subject to the assumptions, qualifications, limitations
and exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good standing
as a business trust under the Delaware Business Trust Act,
12 Del. C. Section 3801, et seq.
2. The Preferred Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.
3. The Preferred Security Holders, as beneficial owners of the Trust, will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder. Except as stated above,
without our prior written consent, this opinion may not be furnished or
quoted to, or relied upon by, any other Person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger
-----------------------------
<PAGE>
Exhibit 8
June 3, 1996
WESTERN RESOURCES, INC.
818 Kansas Avenue
Topeka, Kansas 08543
Gentlemen:
We have acted as counsel to Western Resources, Inc.
("Western Resources") in connection with the proposed offering
by Western Resources Capital I and Western Resources Capital II
(the "Trusts") of their Cumulative Quarterly Income Preferred
Securities (the "Preferred Securities") as described in that
certain registration statement on Form S-3 (File No. 33-63505)
filed with the Securities and Exchange Commission ("SEC") on October 18, 1995
and as thereafter amended (such registration statement as amended
and declared effective on December 1,1995 is referred to herein as
the "Prior Registration Statement"), which is to be incorporated by
reference in the registration statement on Form S-3 to be filed by
Western Resources and the Trusts pursuant to Rule 462(b) on or about
June 3, 1996 (the "462(b) Registration Statement"). The 462(b)
Registration Statement together with the Prior Registration Statement
incorporated by reference herein is referred to herein as the
"Registration Statement".
We understand that our opinion will be attached as an
Exhibit to, and will be referred to under the heading "UNITED
STATES TAXATION" in, the Prospectus Supplement that is incorporated by
reference in the Registration Statement, and we hereby consent to such
use of our opinion.
All capitalized terms used herein without definition
shall have the same meaning as in the Registration Statement.
In rendering the opinions expressed herein, we have
examined such documents as we have deemed appropriate, includ-
ing (but not limited to) the Registration Statement and all
Exhibits thereto. In our examination of documents, we have
assumed, with your consent, that all documents submitted to us
are authentic originals, or if submitted as photocopies, that
they faithfully reproduce the originals thereof, that all such
documents have been or will be duly executed to the extent
required, that all representations and statements set forth in
such documents are true and correct, and that all obligations
imposed by any such documents on the parties thereto are
enforceable, and have been or will be performed or satisfied,
in accordance with their terms. In addition, we have relied,
with your consent, upon (i) the opinion of John K. Rosenberg,
<PAGE>
Esq. with respect to the validity of the Guarantee Agreement
and the Junior Subordinated Debentures to be issued by Western
Resources to the Trusts and (ii) the opinion of Richards,
Layton & Finger with respect to the validity of the Preferred
Securities.
Based upon and subject to the foregoing, we are of
the following opinions.
(1) The Trusts will be treated as grantor trusts and
not as associations taxable as corporations for United States
federal income tax purposes.
(2) The discussion contained in the Registration
Statement under the heading "UNITED STATES TAXATION", insofar
as it relates to matters of law and legal conclusions, is cor-
rect in all material respects.
The opinions expressed herein are based upon the
United States Internal Revenue Code, the United States Treasury
Regulations promulgated thereunder, current administrative
positions of the United Sates Internal Revenue Service, and
existing judicial decisions, any of which could be changed at
any time, possibly on a retroactive basis. Any such changes
could adversely affect the opinions rendered herein and the tax
consequences to the Trusts and to the holders of the Preferred
Securities. In addition, our opinions cannot be relied upon if
any of the facts contained in the documents that we have exam-
ined, including the opinions of John K. Rosenberg, Esq. and
Richards, Layton & Finger, or if any of the assumptions that we
have made, is, or later becomes, inaccurate.
Finally, our opinion is limited to the tax matters
specifically covered thereby, and we have not been asked to
address, nor have we addressed, any other tax consequences
relating to the formation or operation of the Trusts or of an
investment in the Preferred Securities.
Sincerely yours,
/s/ Cahill Gordon & Reindel
---------------------------
<PAGE>
EXHIBIT 23(d)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-3 used to
register $20 million of the Cumulative Quarterly Income Preferred Securities,
of our reports dated January 25, 1995 and January 26, 1996, included in and
incorporated by reference in Western Resources, Inc.'s Forms 10-K for the years
ended December 31, 1994 and 1995, respectively, and to all references to our
Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Kansas City, Missouri
June 3, 1996
<PAGE>
EXHIBIT 23(e)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Western Resources, Inc. on Form S-3
of our report dated January 29, 1993 appearing in the Annual
Report on Form 10-K of Kansas Gas and Electric Company for the
year ended December 31, 1992 (which has been incorporated by reference
in the Registration Statement of Western Resources, Inc. on Form S-3,
as amended and declared effective on December 1, 1995) and to the reference
to us under the heading "Experts" in the Prospectus, which is part of the
December 1, 1995 Registration Statement.
DELOITTE & TOUCHE LLP
Kansas City, Missouri
Dated: June 3, 1996
<PAGE>
CERTIFICATE
------------
I, James A. Martin, Vice President-Finance of Western Resources, Inc.
(the "Company Registrant"), on behalf of the Company Registrant itself and in
its capacity as Depositor of Western Resources Capital I and Western Resources
Capital II (collectively, with the Company Registrant the "Registrants"), hereby
certify, as follows:
(1) The Registrants or their agent have instructed the Company
Registrant's bank or its wire transfer service to transmit to the
Securities and Exchange Commission (the "Commission") a filing fee in
the amount of $6,897 by wire transfer of such amount from the Company
Registrant's account or the Company Registrant's agent's account to
the Commission's account at Mellon Bank as soon as practicable, but no
later than the close of business today, such amount representing the
registration fee in respect of $20,000,000 gross proceeds of
Cumulative Quarterly Income Preferred Securities and related
Guarantees and Deferrable Interest Subordinated Debentures being
registered by the Registrants;
(2) Neither the Registrants nor their agent will revoke such instructions;
and
(3) The Registrants or their agent have sufficient funds in such account
to cover the amount of such filing fee.
IN WITNESS WHEREOF, I have executed this certificate as of June 3,
1996.
WESTERN RESOURCES, INC.
By: /s/ James A. Martin
-------------------------------
James A. Martin
Vice President-Finance
WESTERN RESOURCES CAPITAL I
By: Western Resources, Inc.,
as Depositor
By: /s/ James A. Martin
-------------------------------
James A. Martin
Vice President-Finance
<PAGE>
-2-
WESTERN RESOURCES CAPITAL II
By: Western Resources, Inc.,
as Depositor
By: /s/ James A. Martin
-------------------------------
James A. Martin
Vice President-Finance
