PROSPECTUS
WESTERN RESOURCES, INC.
DIRECT STOCK PURCHASE PLAN
The Direct 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 Par Value, ("Common Stock"), (2)
a means of purchasing additional shares of Common Stock with Optional Cash
Payments of up to $120,000 per year, (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 "Market Price" with respect to Plan purchases 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) 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. The
closing price of the Common Stock on February 7, 1997, as shown on the New
York Stock Exchange Consolidated Tape, was $30.50 per share. This prospectus
relates to 1,910,110 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
November 3, 1995
as supplemented and amended February 10, 1997
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
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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.
WESTERN RESOURCES, INC.
DIRECT STOCK PURCHASE PLAN
Summary of Features:
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 $120,000 per year.
Participants may acquire additional shares of Common Stock by making
Optional Cash Payments up to $120,000 per year.
Participants may make Automatic Electronic Investments through a monthly
electronic withdrawal from their bank account.
Dividends are calculated on all full and fractional shares of Common
Stock.
Certificate Safekeeping allows participants to deposit Common Stock
certificates they hold into their Plan Account.
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.
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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
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 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 hold Participant funds pending
investment and 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 Phone:
Shareholder Services Toll-free 1-800-527-2495
P.O. Box 750320 Local 913-575-6394
Topeka, Kansas 66675-0320 Fax 913-575-1796
Internet: http://www.wstnres.com
E-mail: [email protected]
(include E-mail return address)
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
Current shareholders of record 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. Current
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participants in the Western Resources Dividend Reinvestment and Stock Purchase
Plan will automatically continue as a participant in the new Plan without
sending in an Enrollment Form.
Persons not currently a shareholder of record, 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
$120,000 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 three
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 two 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.
Enrollment Forms with initial investments must be received by the
Company at least three business days prior to the Investment Date and are
subject to review by the Company. Payments received do not earn interest,
and do not earn dividends prior to investment. Therefore, it is to your
benefit to mail the payments so that they are received shortly, but not less
than three 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.
Generally, after terminating your Plan account, you may again become a
Participant at any time. However, the Company reserves the right to reject
any Authorization Form or payment from a previous Participant on grounds of
excessive joining and termination. Such reservation is intended to minimize
administrative expenses and to encourage use of the Plan as a long-term
investment service.
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
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to Shareholder Services, or by enrolling in the same manner as any other
eligible person described under Plan Enrollment. The minimum for initial
investments and Optional Cash Payments 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, and to choose a reinvestment option for participation in the Plan.
Any deductions will be used to purchase full and fractional shares of the
Company's Common Stock.
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 payroll deduction per pay period is $10. Payroll deductions will
be invested at the next Investment Period provided they are 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. A Participant may select one of
the following options:
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. Purchases with Optional Cash Payments may be made at
any time.
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
dividends not reinvested paid by check or through electronic direct
deposit. Purchases with Optional Cash Payments may be made at any time.
No Dividend Reinvestment -- Receive cash dividends on all sharescredited
to your account, certificated shares held by you and book-entry shares
held by the Plan for you. Purchases with Optional Cash Payments 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 enrollment. Dividend Record Dates are publicly
announced by
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the Company, and are generally the 2nd or 3rd business 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 Payment
Once enrolled in the Plan, you may purchase additional shares using the
Plan's Optional Cash Payment feature. Optional Cash Payments must be made in
amounts of not less than $50, nor more than $120,000 per year, inclusive of
your initial investment. Participants in the Plan prior to the date of this
Prospectus will be entitled to make Optional Cash Payments of at least $20
until April 15, 1997, after which date only payments of at least $50 will be
accepted. The Company will not waive these restrictions except as otherwise
provided herein. There is no obligation to make an Optional Cash Payment at
any time, and the amounts of individual payments may vary accordingly at the
option of the participant.
The Custodian will invest your payment on the next Investment Date,
provided it is received at least three business days prior to that Investment
Date. The Custodian will commingle all participant payments 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 Payments received and held for investment under
the Plan and payments do not earn dividends prior to investment. Therefore,
it is to your benefit to mail an Optional Cash Payment so that it is received
by the Custodian shortly, but not less than three business days, before an
Investment Date. To receive dividends, an Optional Cash Payment must be
received and invested on an Investment Date prior to the Record Date.
All Optional Cash Payments must be made by check for U.S. dollars or
money order, 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.
CASH OR THIRD PARTY CHECKS ARE NOT ALLOWED.
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Automatic Electronic Investment
Participants may make Optional Cash Payments by means of Automatic
Electronic Investments of not less than $35, nor more than the annual limit of
$120,000 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 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 date specified on the
authorization form (or, if that 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.
Participants in the Plan prior to the date of this Prospectus will be
entitled to continue to make Automatic Electronic Investments of less than $35
until April 15, 1997, after which date only Investments of at least $35 will
be accepted. You must complete and return an Enrollment Form changing the
amount of your monthly Investment to at least $35 by April 15, 1997, or your
participation in Automatic Electronic Investment will be terminated.
Electronic direct deposit of cash dividends that Participants elect to
receive also is available through the Plan.
Refunds of Initial Investments and Optional Cash Payments
Upon written request, the Company will refund your initial investment or
any Optional Cash 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.
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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 it
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, through 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 "Market Price" with respect to Plan purchases 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) 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 month following activity to the account,
indicating, among other things, the amount invested, the Market Price per
share and the number of shares purchased.
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 sell
for you any
<page8>
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.
The price per share received for sales will be the average of the
proceeds from all shares sold by the Custodian, less the 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.
Shares credited to your Plan account may not be pledged as collateral.
If you wish to pledge Plan shares held in your account, you must request that
a certificate be issued for the shares.
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.
To participate in Certificate Safekeeping, you must complete and return
an Enrollment Form along with Common Stock certificates you wish to deposit.
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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 written
instructions including a properly executed Stock Assignment Form (which you
can obtain from the Company or a financial institution), with all signatures
guaranteed by a financial institution (including most banks and brokerage
houses) which is a participant in a medallion signature guarantee program.
Any change of ownership must comply with normal requirements of security
transfer.
Unless instructed otherwise, the Custodian will retain the shares, and
enroll the transferee in full dividend reinvestment, provided they are
eligible to participate. The new Participant will receive a statement showing
the number of shares 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 purchases 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.
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Costs of Plan Participation
The Company will pay the administrative costs of the Plan. Brokerage
fees and commissions, and applicable transfer taxes will be paid by
participants, and are included in the price reported on the account statement.
Participants will be advised from time-to-time of any service fees
associated with Plan participation. At this time the only service fee to
participate is for reproducing historical Plan records. (see Appendix A)
The Company reserves the right to incorporate certain service fees for
participation in the Plan. Participants will be notified in writing ninety
days prior to implementation of any service fees.
Tax Consequences of Participation in the Plan
The amount of cash dividends paid by the Company is considered taxable
income, even though reinvested under the Plan. A Form 1099-DIV will be sent
to you and the IRS at year-end reporting as ordinary 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 equal to
the Market Price of the shares purchased on the relevant Investment Date as
reported on your statement. Shares purchased through the Plan will have a
holding period beginning on the day following the Investment Date. 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.
Participants should retain all year-end statements. These statements
provide cost basis information which is necessary for certain tax
calculations. Requests for duplicate copies may entail a service fee.
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
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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 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.
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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. The Company's Annual Report on Form 10-K for the year ended December
31, 1995.
2. Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 1996, and June 30, 1996, and September 30, 1996.
3. Interim Reports on Form 8-K dated October 24, 1996 and December 12,
1996.
4. 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.
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EXPERTS
The audited financial statements and schedules included in or
incorporated by reference in this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports
with respect thereto, and are included herein in reliance upon the authority
of said firm as experts in giving said reports.
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 December 31, 1996, Mr.
Rosenberg owned directly and/or beneficially 3,050 shares of Common Stock and
had been granted pursuant to and subject to the terms of the Company's
Long-Term Incentive Program 999 performance shares, and also stock options in
the amount of 5,500 shares.
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.
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Table of Contents
Page
Available Information 1
Summary of Features 2
Terms and Conditions 2
Plan Administration 2
Plan Enrollment 3
Employee Enrollment 4
Dividend Reinvestment Options 4
Optional Cash Payment 5
Automatic Electronic Investments 6
Refunds of Initial Investments and Optional Cash Payments 6
Returned Checks 7
Purchase of Shares 7
Sale of Shares 7
Stock Certificates 8
Certificate Safekeeping 8
Transfer of Shares Held in Plan 8
Changing Your Plan Options 9
Costs of Plan Participation 9
Tax Consequences of Participation 10
Stock Splits, Stock Dividends and Rights Offerings 10
Voting Rights 10
Limitations on Liability 10
Changes to the Plan 11
The Company 11
Use of Proceeds 11
Documents Incorporated by Reference 11
Experts 12
Legal Opinions 12
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Appendix A
Western Resources, Inc.
Direct Stock Purchase Plan
Service Fee Schedule
February 10, 1997
Item Fee
Sale of Shares $.0725 per Share - Broker commission
included in reported sales price
Replacement Documents
IRS Forms no charge
Account Statement:
Current year & prior year no charge
Two year prior $10.00 per request per account
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