UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
WESTERN RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Kansas 48-0290150
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
818 Kansas Avenue, Topeka, Kansas 66612
(Address of principal executive offices) (Zip Code)
THE WING GROUP EMPLOYEES' 401(K) SAVINGS PLAN
(Full title of the plan)
Richard D. Terrill S. L. Kitchen
Corporate Secretary and Executive Vice President,
Associate General Counsel and Chief Financial Officer
818 Kansas Avenue 818 Kansas Avenue
Topeka, Kansas 66612 Topeka, Kansas 66612
(913) 575-6322 (913) 575-6369
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(Names, addresses and telephone numbers, including area code, of agents for
service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price Fee
- ------------------------------------------------------------------------------
Participations
in the Plan (2)
Common Stock, 10,000 $31.125 $311,250 $107.33
$5.00 Par Value
(1) Estimated solely for purpose of calculating the registration fee based
upon the average of the high and low prices for the issuer's common stock
reported on the New York Stock Exchange Composite Transactions on January 22,
1997 of $31.125 per share.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan(s) described
herein.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Western Resources, Inc. (the "Company") and the Wing Group Employees'
401(k) Savings Plan ("Plan") hereby incorporate by reference the following
documents previously filed with the Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) The Company's Quarterly Reports filed on Form 10-Q for the periods
ending March 31, 1996, June 30, 1996, and September 30, 1996;
(c) The Company's Current Reports on Form 8-K dated April 14, 1996,
April 22, 1996, April 25, 1996, April 26, 1996, April 29, 1996, May 3, 1996,
May 6, 1996, May 10, 1996, May 24, 1996, June 17, 1996, July 23, 1996, July
26, 1996, October 24, 1996, and December 12, 1996;
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10, filed May 5, 1949, as updated by
the description contained in Item 7 of the Company's Form 10-Q filed for the
quarter ended March 31, 1979; and
(e) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Company's annual
report referenced in (a) above.
All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities then remaining
unsold, shall be deemed to have been incorporated herein by reference, and to
be a part hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The financial statements and schedules included in or incorporated by
reference in this Registration Statement to the extent and for the periods
indicated in their reports have been audited by Arthur Andersen LLP,
independent public accountants, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
Item 6. Indemnification of Directors and Officers.
Article XVIII of the Company's Restated Articles of Incorporation, as
amended, provides that a director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's duty of loyalty to the 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 Code, or (iv) for
any transaction from which the director derived an improper personal benefit.
This provision is specifically authorized by Section 17-6002(b)(8) of the
Kansas General Corporation Code
Section 17-6305 of the Kansas General Corporation Code (the
"Indemnification Statute") provides for indemnification by a corporation of
its corporate officers, directors, employees and agents. The Indemnification
Statute provides that a corporation may indemnify such persons who have been,
are, or may become a party to an action, suit or proceeding due to his or her
status as a director, officer, employee or agent of the corporation. Further,
the Indemnification Statute grants authority to a
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corporation to implement its own broader indemnification policy. Article
XVIII of the Company's Restated Articles of Incorporation, as amended,
requires the Company to indemnify its directors and officers to the fullest
extent provided by Kansas law. Further, as is provided for in Article XVIII,
the Company has entered into indemnification agreements with its directors,
which provide for indemnification which is broader than that available under
Article XVIII and the Indemnification Statute.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith, or incorporated herein by
reference:
EXHIBIT NO. EXHIBIT
23 Consent of Arthur Andersen LLP, filed herewith.
The registrant will submit or cause to be submitted the Plan and will
submit any amendments thereto to the Internal Revenue Service in a timely
manner and will make all changes required by the IRS to maintain the Plan's
qualification.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales of the
securities registered hereby 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 this 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 this registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this registration statement or any material change to
such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
<page3>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to the 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.
<page4>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Western
Resources, Inc., the Registrant, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunder duly authorized, in the City of Topeka, State of
Kansas on the 24th day of January, 1997.
WESTERN RESOURCES, INC.
(Registrant)
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-8 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 virtue
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.
SIGNATURE TITLE DATE
/s/ JOHN E. HAYES, JR.
John E. Hayes, Jr. Chairman of the Board and Chief January 24, 1997
Executive Officer (Principal Executive
Officer)
/s/ STEVEN L. KITCHEN
Steven L. Kitchen Executive Vice President and Chief January 24, 1997
Financial Officer (Principal Financial
and Accounting Officer)
/s/ FRANK J. BECKER
Frank J. Becker Director January 24, 1997
/s/ GENE A. BUDIG
Gene A. Budig Director January 24, 1997
/s/ C.Q. CHANDLER
C.Q. Chandler Director January 24, 1997
/s/ THOMAS R. CLEVENGER
Thomas R. Clevenger Director January 24, 1997
/s/ JOHN C. DICUS
John C. Dicus Director January 24, 1997
/s/ DAVID H. HUGHES
David H. Hughes Director January 24, 1997
/s/ RUSSELL W. MEYER, JR.
Russell W. Meyer, Jr. Director January 24, 1997
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/s/ JOHN H. ROBINSON
John H. Robinson Director January 24, 1997
/s/ LOUIS W. SMITH
Louis W. Smith Director January 24, 1997
/s/ SUSAN M. STANTON
Susan M. Stanton Director January 24, 1997
/s/ KENNETH J. WAGNON
Kenneth J. Wagnon Director January 24, 1997
/s/ DAVID C. WITTIG
David C. Wittig Director January 24, 1997
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the administrative committee of the Plan has duly caused this registration
statement to be signed on the Plan's behalf by the undersigned thereunto duly
authorized, in the city of Topeka, and State of Kansas, on the 24th day of
January, 1997.
THE WING GROUP EMPLOYEES' 401(K) SAVINGS PLAN.
By /s/ IRA W. MCKEE, JR.
Ira W. McKee, Jr.
Member of the Administrative
Committee
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Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 26, 1996
included in or incorporated by reference in Western Resources, Inc. Form 10-K
for the year ended December 31, 1995, and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Kansas City, Missouri
January 24, 1997
