Registration No. 33-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 0549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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WESTERN RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Kansas 48-0290150
State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
818 Kansas Avenue
Topeka, Kansas 66612
(913) 575-6300
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
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Steven L. Kitchen John K. Rosenberg
Executive Vice President and Executive Vice
Chief Financial Officer President and General
Western Resources, Inc. Counsel
Topeka, Kansas 66612 Western Resources, Inc.
(913) 575-6300 Topeka, Kansas 66612
(913) 575-6300
(Names, address, including zip codes, and telephone
numbers,including area codes, of agents for service)
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Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. Yes____ No____
If any of the securities being 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, check the following box. Yes X No____
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. Yes X No____
Registration No. 33-49505.
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
COVER CONTINUED ON NEXT PAGE
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list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
Yes X No____ Registration No. 33-49505.
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. Yes ____
No___
CALCULATION OF REGISTRATION FEE*
Title of each Proposed Proposed
class of secur- Amount to be maximum maximum Amount
ities to be registered offering aggregate regis-
registered price per offering tration
share** price** fee
Common Stock 2,500,000 $30.25 $75,625,000 $26,078
($% par value)
*Pursuant to Rule 429 under the Securities Act of 1933,
766,435 shares previously registered are being carried forward
and included in the combined Prospectus included in this
Registration Statement. A filing fee of $7,995 associated with
such shares was previously paid.
**Estimated solely for the purpose of calculating the
registration fee and based on the average of the high and low
prices reported on the consolidated reporting system of the New
York Stock Exchange on August 31, 1995.
Pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus included in this Registration Statement is a combined
Prospectus and also relates to Registration Statement No. 33-
49505. This Registration Statement also constitutes post-
effective amendment No. 1 to Registration No. 33-49505. Such
post-effective amendment shall hereafter become effective
concurrently with the effectiveness of this Registration
Statement in accordance with Section 8a of the Securities Act of
1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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PROSPECTUS
WESTERN RESOURCES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan ("PLAN")
of Western Resources, Inc. ("WESTERN RESOURCES" or "the COMPANY")
provides individual investors with a variety of options,
including (1) automatic reinvestment of dividends paid on shares
of Western Resources Common Stock, $5.00 par value, ("Common
Stock"), (2) a means of making optional cash purchases of Common
Stock of up to $60,000 per annum, (3) a free custodial service
for depositing Common Stock certificates with the Plan Custodian
for safekeeping, and (4) the ability to sell shares of Common
Stock through the Plan.
This Plan replaces the Company's Dividend Reinvestment and
Stock Purchase Plan and current participants in that plan will
automatically continue in the new Plan.
The price of shares of Common Stock purchased under the Plan
will be either (a) the average cost of all shares purchased for
the applicable Investment Date, if purchased on the open market
or by negotiated transaction, or (b) the average of the high and
low sales prices of the shares of Common Stock for the applicable
Investment Date, as reported on the New York Stock Exchange
Consolidated Tape, if purchased from the Company. The closing
price of the Common Stock on August 31, 1995, as shown on the New
York Stock Exchange Consolidated Tape, was $30.25 per share.
This prospectus relates to 3,266,435 shares of Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is ___________, 1995.
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AVAILABLE INFORMATION
Western Resources is subject to the informational
requirements of the Securities Exchange Act of 1934 (the
"Exchange Act") and, in accordance therewith, files reports,
proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy and
information statements and other information filed by the Company
with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission, 450 Fifth
Street, N.W., Washington D.C. 20549, and at the following
Regional Offices of the Commission: New York Regional Office, 75
Park Place, 14th Floor, New York, New York 10007; and Chicago
Regional Office, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can be obtained at
prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company's Common Stock is listed on the New York Stock
Exchange. Reports, proxy material and other information
concerning the Company may be inspected at the offices of The New
York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005.
The Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, on the request of
any such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits to such
documents, unless such exhibits are specifically incorporated by
reference in such documents). Written or telephone requests for
such copies should be directed: Western Resources, c/o
Shareholder Services, 818 Kansas Avenue, Topeka, Kansas 66612,
telephone (913) 575-6394.
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WESTERN RESOURCES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Summary of Features
Some of the features of the Plan which are described in this
Prospectus are:
* Participants may acquire additional shares of Common
Stock automatically by reinvesting all or a portion of
their cash dividends in additional shares of Common
Stock.
* Persons not presently owning shares of Common
Stock may become participants by making an initial
cash investment for the purchase of Common Stock of
not less than the amount specified in the Enrollment
Form and not more than $60,000 per year.
* Participants may acquire additional shares of Common
Stock by making optional cash payments in amounts not
less than $20 nor more than $60,000 per year.
* Dividends are calculated on all full and fractional
shares of Common Stock in the Plan.
* Participants may deposit their Common Stock
certificates, at no cost, with the Custodian for
safekeeping.
* Participants may direct the Company to transfer, at no
cost, all or a portion of their shares of Common
Stock in the Plan.
* Participants may sell shares held by the Plan.
* Personal record keeping is simplified by the Company's
issuance of statements indicating account activity.
THESE STATEMENTS SHOULD BE RETAINED FOR TAX PURPOSES.
TERMS AND CONDITIONS
Plan Administration
The Company, through its Shareholder Services Department,
administers the Plan, keeps records, sends statements of account
activity to participants, and performs clerical and ministerial
duties related to the Plan. The Company, in its discretion, will
select a Custodian for the Plan (which may be the Company) to
hold participant funds pending investment, purchase, sell, and
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hold all shares of Common Stock acquired under the Plan. If the
Custodian is the Company, an independent agent(s) selected by the
Company will hold Participant funds pending investment and have
full discretion as to all matters relating to purchases and sales
of shares. Subject to the objective of obtaining the best
over-all cost of shares purchased and sold, the Custodian will
have full discretion as to all matters relating to purchases and
sales of shares.
Each Plan Participant will have a separate account. Shares
of Common Stock purchased for the account of each Participant
will be registered in the name of the Custodian for Participants
in the Plan.
All inquiries and instructions concerning the Plan should be
directed to:
Western Resources
Shareholder Services
P.O. Box 750320
Topeka, Kansas 66675-0320
Telephone: (800) 527-2495
FAX: (913) 575-1796
You should include in all correspondence your shareholder
account number, taxpayer identification number (social security
number) and daytime telephone number where you may be contacted
during normal working hours to facilitate a prompt response.
Plan Enrollment
If you currently are a shareholder of record, you may enroll
in the Plan at any time by completing and returning an Enrollment
Form. Requests for such forms should be directed to the Company,
either by telephone or in writing.
If you are not a shareholder of record, you may join the
Plan by completing and returning an Enrollment Form together with
an initial payment of not less than the amount specified in the
Enrollment Form and not more than $60,000 per year, which will be
used to purchase Common Stock for your account.
Purchases of Common Stock for your account are made as soon
as practicable after receipt of your investment, and in no event
later than 35 days after receipt, provided that it is received by
the Company at least five business days prior to an Investment
Date. For months in which a dividend is paid, the dividend
payment date is an Investment Date. Other Investment Dates shall
be determined solely at the discretion of the Custodian, although
it is expected that the Custodian will make purchases on behalf
of Plan Participants at least five times during each month,
usually around the 1st and 15th of the month. Purchases may be
made over a period of several days in the case of open market
purchases. All such purchases will be aggregated for the
Investment Date.
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Enrollment Forms with initial investments must be received
by the Company at least five business days prior to the
Investment Date and are subject to review by the Company.
Interest is not paid on any payments received, and they do not
earn dividends prior to their investment. Therefore, it is to
your benefit to mail the payments so that they are received
shortly, but not less than five business days, before an
Investment Date.
All initial investments must be made by check for U.S.
dollars, drawn on a U.S. bank and payable to "Western Resources",
and are subject to collection by the Company for the full face
value in U.S. funds. As soon as practicable after completion of
your initial investment, the Company will mail to you a statement
notifying you of the establishment of your account and setting
forth the details of such investment. Receipt of such statement
serves as notification of your enrollment in the Plan.
Employee Enrollment
Any employee of the Company or any of its subsidiaries may
join the Plan at any time either by completing the Employee
Enrollment Form and returning it to Shareholder Services, or by
enrolling in the same manner as any other eligible person
described under Plan Enrollment. The $250 and $20 minimums for
initial investments and Optional Cash Purchases, respectively,
will not apply to payments made through payroll deductions.
The Employee Enrollment Form allows participating employees
to decide the dollar amount, if any, to be deducted from their
paychecks for each pay period. Any deductions will be used to
purchase full and fractional shares of the Company's Common
Stock. The Employee Enrollment Form allows an employee to choose
a reinvestment option for participation in the Plan.
Payroll deduction authorizations will remain in effect until
canceled by the employee. The employee must specify the amount
to be withheld each month. The minimum deduction per pay period
is $10. Payroll deductions will be invested at the next
Investment Period provided it is received at least five business
days before the Investment Date.
Dividend Reinvestment Options
The Enrollment Form allows a Participant to choose a
reinvestment option for participation in the Plan. If not
specified otherwise, the account will be enrolled for full
dividend reinvestment. By choosing the appropriate box, a
Participant may select:
Full Dividend Reinvestment -- Reinvest all cash dividends on all
certificated shares held by you and on all book-entry shares
credited to your Plan account. Optional Cash Purchases may be
made at any time.
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Partial Dividend Reinvestment -- Receive cash dividends on a
specified number of your shares of Common Stock and reinvest the
cash dividends on the remainder of your shares. The shares
specified to receive cash dividends may be made up of a
combination of certificated and book-entry shares credited to
your account. Participants may elect to have cash dividend
payments not reinvested paid by check or through electronic
direct deposit. Optional Cash Purchases may be made at any time.
Optional Cash Purchases Only -- Receive cash dividends on all
shares credited to your account, certificated shares held by you
and book-entry shares held by the Plan for you. Optional Cash
Purchases may be made at any time.
If you participate in the Plan's dividend reinvestment
option, reinvestment will commence with the first dividend
payable after the dividend Record Date following your enrollment.
Dividend Record Dates are publicly announced by the Company, and
are generally the 2nd or 3rd day of March, June, September, and
December.
On each applicable Investment Date, the Company will
promptly, after deducting withholding taxes, if any, commingle
and pay over to the Custodian all cash dividends payable on
shares held by the Custodian for all Participants who are
reinvesting their dividends in the Plan. The Custodian will
apply the dividends to the purchase of shares of Common Stock,
which it will hold as Custodian. The Company will credit the
proportionate number of shares (computed to four decimal places
without rounding) purchased by the Custodian to each
Participant's account.
Optional Cash Purchase
Once you are enrolled in the Plan, you may purchase
additional shares using the Plan's Optional Cash Purchase
feature. Purchases must be made in amounts of not less than $20,
nor more than $60,000 per year, inclusive of your initial
investment. The Company will not waive these restrictions.
The Custodian will invest your payment on the next
Investment Date, provided it is received at least five business
days prior to that Investment Date. The Custodian will commingle
your payment with those of other Participants and apply them to
the purchase of additional shares of Common Stock, which it will
hold as Custodian.
As is the case with initial investments, the Company will
not pay interest on any Optional Cash Purchase payments received
and held for investment under the Plan and payments do not earn
dividends prior to their investment. Therefore, it is to your
benefit to mail an Optional Cash Purchase so that it is received
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by the Custodian shortly, but not less than five business days,
before an Investment Date. To receive dividends, an Optional
Cash Purchase must be received and invested on an Investment Date
prior to the Record Date.
All Optional Cash Purchases must be made by check for U.S.
dollars, drawn on a U.S. bank and payable to "Western Resources",
and are subject to collection by the Company for the full face
value in U.S. funds.
Refunds of Initial Investments and Optional Cash Purchases
Upon written request, the Company will refund your initial
investment or any Optional Cash Purchase payments, provided your
request is received by the Company at least two business days
prior to the Investment Date following receipt of your payment.
However, no refund will be made until the funds have been
actually received by the Company.
Returned Checks
In the event that any check is returned unpaid for any
reason, the Company will consider the request for investment of
such funds null and void. The Company shall be entitled to
remove from the Participant's account any shares purchased upon
the prior credit of such funds. The Company shall thereupon be
entitled to sell those shares to satisfy any uncollected amount.
If the net proceeds of such sale are insufficient to satisfy the
balance of such uncollected amount, the Company will, in addition
to any other rights the Company may have, be entitled to sell
such additional shares from the Participant's account as
necessary to satisfy the uncollected balance.
Purchase of Shares
The Custodian may purchase shares for the Plan from the
Company, to the extent the Company makes such shares available,
from any securities exchange where Common Stock is traded, in the
over-the-counter market, or by negotiated transactions, and may
make such purchases on such terms as to price, delivery and
otherwise, as the Custodian may determine.
The Custodian may commingle each Participant's funds with
those of other Participants for the purpose of executing
purchases. Neither the Company nor any affiliated purchasers
will exercise any direct or indirect control or influence over
the times when or prices at which the Custodian may purchase
Common Stock for the Plan, or the amounts of shares to be
purchased.
The price that you will pay for any shares purchased will be
either (a) the average cost of all shares purchased by the
Custodian for the applicable Investment Date, which cost includes
brokerage commissions of approximately $.05 per share, if
purchased on the open market or by negotiated transaction, or (b)
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the average of the high and low sales prices of the shares of
Common Stock for the applicable Investment Date, as reported on
the New York Stock Exchange Consolidated Tape, if the shares are
purchased from the Company.
Under the Plan, Participants do not have the ability to
order the purchase of a specific number of shares, the purchase
of shares at a specified price or a particular date of purchase,
as could be done with respect to purchases through a broker.
A statement will be mailed each quarter indicating, among
other things, the amount invested, the average cost per share,
and the number of shares purchased.
Automatic Electronic Investment
Participants may make Optional Cash Purchases by means of
Automatic Electronic Investments of not less than $20, nor more
than the annual limit of $60,000 by monthly electronic funds
transfers from a predesignated U.S. account. Automatic
Electronic Investments may be made from accounts at any bank,
savings association, credit union, and other financial
institution that is a member of the National Automated Clearing
House Association (NACHA).
To initiate Automatic Electronic Investments, the
Participant must complete and sign the Automatic Electronic
Investment Authorization found on the Enrollment Form and return
it to the Company together with a voided blank check or deposit
slip for the account from which funds are to be drawn. Forms
will be processed and will become effective as promptly as
practicable. To be effective with respect to a particular
Investment Date, however, the Automatic Electronic Investment
authorization must be received by the Company at least three
Business Days preceding the date for electronic transfer of
funds.
Once Automatic Electronic Investment is initiated, funds
will be drawn from the Participant's designated account on the
10th day of each month (or, if the 10th day is not a business
day, the first business day thereafter), and will be invested in
Common Stock during the next Investment Period following the date
of such draft.
Participants may change the amounts of their future
Automatic Electronic Investments by completing and submitting to
the Company a new Enrollment Form. Participants may terminate
their Automatic Electronic Investments by notifying the Company
in writing.
Electronic direct deposit of cash dividends that
Participants elect to receive also is available through the
Plan.
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Sale of Shares
You can sell all or part of your shares held by the
Custodian by furnishing the Company with written instructions,
signed by all registered holders. You may sell only whole
shares, not fractional shares, if the sale is for less than all
of the shares in your account. The Company cannot, however, sell
for you any certificated shares that you may be holding unless
they are first deposited with the Custodian pursuant to
Certificate Safekeeping.
Sales for Plan Participants are made as soon as practicable
after the Company receives written instructions from the
Participant. Requests to sell Plan shares will be aggregated and
processed at least once a week by the Custodian on the open
market at prevailing market prices.
When you sell your shares, the price per share that you will
receive is the average of the proceeds from all shares sold by
the Custodian, less your proportionate share of the brokerage
commission of approximately $.07 per share, transfer taxes, if
any, and withholding tax, if any.
With respect to the sale of fractional shares if your entire
plan account is terminated, the Company will pay cash to you in
an amount determined in the same manner as provided with respect
to the sale of full shares.
Stock Certificates
All shares purchased on your behalf through the Plan will be
held by the Custodian in book-entry form. You can, however, at
any time and without charge, obtain a certificate for all or part
of the full shares credited to your Plan account by making a
request in writing to the Company.
Certificate Safekeeping
The Plan's Certificate Safekeeping allows you to deposit
Common Stock certificates held by you with the Custodian for
safekeeping. The advantages of Certificate Safekeeping are:
* The risk associated with the loss of your stock
certificates is eliminated. If your certificates are
lost or stolen, you cannot sell or transfer them
without first obtaining replacement certificates.
This process could take several weeks and will result
in cost and paperwork, both for you and for the
Company.
* Certificates deposited with the Custodian are treated
in the same manner as shares purchased through the
Plan, and may be conveniently sold or transferred
through the Plan.
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To participate in Certificate Safekeeping, you must complete
and return an Enrollment Form along with Common Stock
certificates you wish to deposit. You can obtain an Enrollment
Form by calling or writing the Company's Shareholder Services
Department at the address shown on page 4. If you have lost any
of your certificates, they must be replaced before you can
participate in Certificate Safekeeping.
Transfer of Shares Held in the Plan
You may change the ownership of all or part of your Plan
shares through a gift, a private sale or otherwise by mailing to
the Company a properly executed Stock Assignment Form (which you
can obtain from the Company or a financial institution), a
signature guarantee, and a letter of instruction.
Unless instructed otherwise, the Custodian will retain the
shares, and enroll the transferee in 100% dividend reinvestment,
provided they are eligible to participate. The new Participant
will receive a statement showing the number of shares thus
transferred and now held in his or her Plan account.
Changing Your Plan Options
You can change the elections you have made under the Plan at
any time by providing written notice to the Company. The Company
will accept notice from only you or a person duly authorized by
you in writing to act on your behalf. Changes in elections will
be processed in the same manner and be effective as new
enrollments.
Plan Participants may cease the reinvestment of their
dividends and elect to receive them, instead, by check or
electronic direct deposit. You may continue to hold your shares
in book-entry and receive a cash dividend. Such Participants may
continue to buy shares with Optional Cash Payments or sell some,
or all, of their shares, as desired.
Your enrollment in the Plan may be automatically terminated
if you no longer hold any shares of record and your Plan shares
total less than one full share of Common Stock. Upon automatic
termination, you will receive a check for the proceeds from the
sale of the fractional share, less brokerage commission, transfer
taxes, if any, and withholding tax, if any.
With respect to the sale of fractional shares, the Company
will pay cash to you in an amount determined in the same manner
as provided with respect to the sale of full shares.
Stock certificates and/or checks will be forwarded to only
you or your legal representative made out the same as your
account registration.
Tax Consequences of Participation in the Plan
<PAGE13>
The amount of cash dividends paid by the Company is
considered taxable income, even though reinvested under the Plan.
The information return sent to you and the IRS at year-end will
show as dividend income the full amount of dividends reinvested
under the Plan, as well as cash dividends paid directly to you,
if any. For U.S. Federal income tax purposes, the cost basis of
shares of Common Stock acquired through the Plan on any given
Investment Date will be determined by dividing the total of the
dividends reinvested net of taxes withheld, if any, and your
Optional Cash Purchase, if any, by the number of shares of Common
Stock, including fractional shares, if any, acquired on your
behalf by the Custodian on that Investment Date. THESE
STATEMENTS ARE YOUR CONTINUING RECORD OF THE COST OF YOUR
PURCHASES AND SHOULD BE RETAINED FOR TAX PURPOSES.
In the case of shareholders whose dividends are subject to
U.S. Federal income tax withholding, or backup withholding, the
Custodian will reinvest dividends less the amount of tax required
to be withheld.
The sale of shares through the Plan will be reported to the
IRS and you on Form 1099-B.
You should consult with your tax advisor for advice
applicable to your particular situation.
Stock Splits, Stock Dividends and Rights Offerings
Any dividends in the form of shares of stock and any shares
resulting from a stock split on shares held of record by the
Custodian will be added proportionately to your account. In the
event that the Company makes available to its holders of Common
Stock rights to subscribe to additional shares, debentures or
other securities, the Custodian will sell the rights received on
shares held of record by it as Custodian and will invest the
proceeds from the sale in additional shares of Common Stock which
will be credited proportionately to your account. Participants
wishing to be in a position to exercise such rights may withdraw
shares credited to their Plan account as described under "Stock
Certificates".
Voting Rights
A proxy card will be mailed to you representing the shares
of Common Stock held in your Plan account combined with any other
shares of Common Stock that you may own of record. Shares
credited to your account under the Plan on the record date for a
vote of shareholders will be voted in accordance with your
instructions.
Limitations on Liability
Neither the Company nor the Custodian or their agents,
employees, officers and directors shall be liable for any act
done in good faith or for any omission to act, including, without
limitation, any claims of liability (a) with respect to the
<PAGE14>
prices at which shares are purchased or sold for your account and
the times when such purchases or sales are made (provided,
however, that nothing herein shall be deemed to constitute a
waiver of any rights that you might have under the Securities Act
of 1933 or other applicable federal securities laws), or (b) for
any fluctuation in the market value before or after purchase or
sale of shares, or (c) any claim of liability arising out of
failure to terminate a Participant's account upon the
Participant's death prior to receipt of written evidence of such
death.
Changes to the Plan
The Company reserves the right to amend, modify, suspend or
terminate the Plan at any time. No such modification may,
however, make it possible for any assets held in the Plan
accounts to be used for any purpose other than the exclusive
benefit of the participants.
THE COMPANY
The Company is a combination electric and natural gas public
utility engaged in the generation, transmission, distribution,
and sale of electric energy in Kansas and the purchase,
transmission, distribution, transportation and sale of natural
gas in Kansas and Oklahoma. The Company's principal executive
offices are located at 818 Kansas Avenue, Topeka, Kansas 66612,
telephone number (913) 575-6300.
USE OF PROCEEDS
Since the requirements of Plan Participants may be satisfied
by either the issuance of new shares of Common Stock by the
Company, or purchases of shares of Common Stock by the Custodian
in the open market, the number of shares of Common Stock, if any,
that the Company ultimately will sell under the Plan, or the
prices at which shares will be sold is not known. If shares are
purchased by the Custodian in the open market the Company will
not receive any proceeds. If purchases of Common Stock are made
directly from the Company, the Company intends to use the net
proceeds for working capital, for retirement of debt and for
other general corporate purposes.
DOCUMENTS INCORPORATED BY REFERENCE
The documents listed below, filed by the Company with the
Securities and Exchange Commission (File No. 1-3523) pursuant to
Sections 13 and 15(d) of the Securities Exchange Act of 1934,
contain the most recently published corporate and financial data
regarding the Company and are incorporated by reference in this
Prospectus:
1. Annual Report for the fiscal year ended December 31,
<PAGE15>
1994, filed on Form 10-K.
2. Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1995, and June 30, 1995.
3. The description of the Company's Common Stock contained
in item 7 of the Company's Form 10-Q, filed for the quarter ended
March 31, 1979.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering
shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of
such documents. The Company expressly excludes from such
incorporation the Report of the Compensation Committee and the
Performance Graph contained in any proxy statement filed by the
Company pursuant to Section 14 of the Exchange Act subsequent to
the date of this Prospectus and prior to the termination of the
offering of the Common Stock pursuant hereto. Any statement
contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
EXPERTS
The financial statements and schedules included in or
incorporated by reference in the Company's 1994 Annual Report on
Form 10-K have been audited by Arthur Andersen LLP, independent
public accountants, as set forth in their reports. In those
reports, that firm states that with respect to Kansas Gas and
Electric Company (a wholly owned subsidiary of Western
Resources), its opinion is based on the report of other public
accountants, namely Deloitte & Touche LLP, as of and for the year
ended December 31, 1992. The financial statements and supporting
schedules referred to above have been incorporated herein in
reliance upon the authority of Arthur Andersen LLP as experts in
giving said reports.
The financial statements and related financial statement
schedules incorporated in this Prospectus by reference from
Kansas Gas and Electric Company's (a wholly owned subsidiary of
Western Resources) Annual Report on Form 10-K for the year ended
December 31, 1992 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
<PAGE16>
LEGAL OPINIONS
The statements as to matters of law and legal conclusions
set forth in this Prospectus and in the documents incorporated by
reference herein have been reviewed by John K. Rosenberg, Esq.
Executive Vice President and General Counsel of the Company, and
are set forth or incorporated by reference herein in reliance
upon the opinion of Mr. Rosenberg. At August 31, 1995, Mr.
Rosenberg owned directly and/or beneficially 2,631 shares of
Common Stock and had been granted pursuant to and subject to the
terms of the Company's Long-Term Incentive Program 1,466
performance shares.
<PAGE17>
NO OTHER REPRESENTATIONS
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus,
and if given or made, such information or representation must not
be relied upon as having been authorized. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to
buy any securities other than the securities offered by this
Prospectus or an offer to sell or a solicitation of an offer to
buy such securities in any jurisdiction or to any person to whom
it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date hereof, or that the information herein
contained or incorporated by reference is correct as of any time
subsequent to the date hereof.
Table of Contents
Available Information. . . . . . . . . . . . . . . . . . . . . 2
Dividend Reinvestment and Stock Purchase Plan. . . . . . . . . 3
Summary of Features. . . . . . . . . . . . . . . . . . . . . . 3
Terms and Conditions . . . . . . . . . . . . . . . . . . . . . 3
Plan Administration. . . . . . . . . . . . . . . . . . . . . . 3
Plan Enrollment. . . . . . . . . . . . . . . . . . . . . . . . 4
Employee Enrollment. . . . . . . . . . . . . . . . . . . . . . 5
Dividend Reinvestment Options. . . . . . . . . . . . . . . . . 5
Optional Cash Purchase . . . . . . . . . . . . . . . . . . . . 6
Refunds of Initial Investments and Optional Cash Purchases . . 7
Returned Checks. . . . . . . . . . . . . . . . . . . . . . . . 7
Purchase of Shares . . . . . . . . . . . . . . . . . . . . . . 7
Automatic Electronic Investment. . . . . . . . . . . . . . . . 8
Sale of Shares . . . . . . . . . . . . . . . . . . . . . . . . 8
Stock Certificates . . . . . . . . . . . . . . . . . . . . . . 9
Certificate Safekeeping. . . . . . . . . . . . . . . . . . . . 9
Transfer of Shares Held in the Plan. . . . . . . . . . . . . . 10
Changing Your Plan Options . . . . . . . . . . . . . . . . . . 10
Tax Consequences of Participation in the Plan. . . . . . . . . 10
Stock Splits, Stock Dividends and Rights Offerings . . . . . . 11
<PAGE18>
Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . 11
Limitations on Liability . . . . . . . . . . . . . . . . . . . 11
Changes to the Plan. . . . . . . . . . . . . . . . . . . . . . 12
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . 12
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 12
Documents Incorporated by Reference. . . . . . . . . . . . . . 12
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . 13
<PAGE19>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
An estimate of expenses, other than underwriting discount,
follows:
Securities and Exchange Commission registration fee . . . $26,078
Fees of New York Stock Exchange for listing . . . . . . . 8,750
Printing (Brochure, Prospectus, etc.) . . . . . . . . . . 30,000
Postage . . . . . . . . . . . . . . . . . . . . . . . . . 208,000
Legal fees and expenses . . . . . . . . . . . . . . . . . 10,000
Blue sky expenses . . . . . . . . . . . . . . . . . . . . 10,000
Miscellaneous expenses. . . . . . . . . . . . . . . . . . $15,222
Total . . . . . . . . . . . . . . . $308,050
____________________
* All expenses, except the Securities and Exchange Commission
registration fee, are estimated for the life of the Plan.
Item 15. Indemnification of Directors and Officers.
Article XVIII of the Registrant's Restated Articles of
Incorporation, as amended, provides that a director of the
Registrant shall not be personally liable to the Registrant 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 corporation 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 Law, 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 Law.
Section 17-6305 of the Kansas General Corporation Law (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
<PAGE20>
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 indemnification broader than that available under
Article XVIII and the Indemnification Statute.
Item 16. Exhibits.
The Exhibits to this Registration Statement are listed in
the Exhibit Index on Page E-1 of this Registration Statement,
which Index is incorporated herein by reference.
Item 17. 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 thereof) which,
individually or in the aggregate, represent 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 paragraphs (1)(I) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment that contains a form of prospectus 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.
<PAGE21>
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of Registrant's annual report pursuant to
Section 13(a) or 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 therein, 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
provisions described under Item 15 above, 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 that 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.
<PAGE22> 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-3 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 5th day of September, 1995.
WESTERN RESOURCES, INC.
(Registrant)
By: John E. Hayes, Jr.
John E. Hayes, Jr.
Chairman of the Board,
President, 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 dates indicated.
<PAGE23>
Signature Title Date
John E. Hayes, Jr.
John E. Hayes, Jr. Chairman of the September 5, 1995
Board, President
and Chief Executive
Officer (Principal
Executive Officer)
Steven L. Kitchen
Steven L. Kitchen Executive Vice September 5, 1995
President and
Chief Financial Officer
(Principal Financial
and Accounting Officer)
FRANK J. BECKER
Frank J. Becker Director September 5, 1995
GENE A. BUDIG
Gene A. Budig Director September 5, 1995
C. Q. CHANDLER
C. Q. Chandler Director September 5, 1995
THOMAS R. CLEVENGER
Thomas R. Clevenger Director September 5, 1995
JOHN C. DICUS
John C. Dicus Director September 5, 1995
DAVID H. HUGHES
David H. Hughes Director September 5, 1995
RUSSELL W. MEYER, JR.
Russell W. Meyer, Jr. Director September 5, 1995
JOHN H. ROBINSON
John H. Robinson Director September 5, 1995
LOUIS W. SMITH
Louis W. Smith Director September 5, 1995
SUSAN M. STANTON
Susan M. Stanton Director September 5, 1995
KENNETH J. WAGNON
Kenneth J. Wagnon Director September 5, 1995
<PAGE24>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
3(a) Restated Articles of Incorporation of Western
Resources, Inc. as amended through May 25, 1988
(filed as Exhibit 4 to Registration Statement, SEC
File No. 33-23022, incorporated by reference).
3(b) Certificate of Correction to Restated Articles of
Incorporation (filed as Exhibit 3(b) to December 1991
Form 10-K, incorporated by reference).
3(c) Amendment to the Restated Articles of Incorporation,
as amended May 5, 1992 (filed as Exhibit 3(c) to
December 31, 1994 10-K, incorporated by reference).
3(d) Amendments to the Restated Articles of Incorporation
of Company, as amended May 26, 1994 (filed as Exhibit
3 to the June 1994 Form 10-Q, incorporated by
reference).
3(e) Bylaws of Western Resources, as amended by July 15,
1987 (filed as Exhibit 3(d) to December 17, 1987 Form
10-K, incorporated by reference).
3(f) Certificate of Designation of Preference Stock, 8.50%
Series, without par value. (filed as Exhibit 3(d) to
the December 1993 Form 10-K, incorporated by
reference).
3(g) Certificate of Designation of Preference Stock, 7.58%
Series, without par value. (filed as Exhibit(e) to
the December 1993 Form 10-K, incorporated by
reference).
5 Opinion of John K. Rosenberg, Esq. (filed
electronically).
23(a) Consent of John K. Rosenberg, Esq. (contained in
Exhibit 5).
23(b) Consent of Arthur Andersen LLP (filed
electronically).
23(c) Consent of Deloitte & Touche LLP (filed
electronically).
E-1
Exhibit 5
September 5, 1995
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 2,500,000 shares of
additional common stock $5.00 par value (hereinafter called
"Additional Shares"), 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 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
Additional Shares by regulatory commissions having jurisdiction,
(b) the Registration Statement becoming effective under the
Securities Act of 1933, (c) issuance and sale of the Additional
Shares as contemplated by the Registration Statement and the
Prospectus contained therein, the Additional Shares will be legally
and validly issued and will be fully paid and nonassessable.
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
Exhibit 23(b)
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 2.5 million of common stock for the Dividend
Reinvestment and Stock Purchase Plan of our reports dated January
25, 1995, included in and incorporated by reference in Western
Resources, Inc.'s Form 10-K for the year ended December 31, 1994,
and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Kansas City, Missouri
September 5, 1995
Exhibit 23(c)
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 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Kansas City, Missouri
September 5, 1995
