SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) August 3, 1998 (July 17, 1998)
WESTERN RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
KANSAS 1-3523 48-0290150
(State or Other Jurisdiction of (Commission (Employer
Incorporation or Organization) File Number) Identification No.)
818 KANSAS AVENUE, TOPEKA, KANSAS 66612
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number Including Area Code (785) 575-6300
<PAGE>
WESTERN RESOURCES, INC.
Item 5. Other Events
On July 17, 1998, Western Resources, Inc. issued $30 million in 6.8% Senior
Notes Due 2018.
Western Resources herein files the following:
Exhibit 12 - Computations of Ratio of Earnings to Fixed Charges and
Computations of Ratio of Earnings to Combined Fixed Charges and
Preferred and Preference Dividend Requirements.
Exhibit 99.1 - Press release reporting second quarter earnings issued July 30,
1998.
Exhibit 99.2 - Press release announcing approval by shareholders of Kansas
City Power & Light Company merger agreement issued July 30, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Western Resources, Inc.
Date August 3, 1998 By /s/ Jerry D. Courington
Jerry D. Courington,
Controller
<TABLE>
Exhibit 12
WESTERN RESOURCES, INC.
Computations of Ratio of Earnings to Fixed Charges and
Computations of Ratio of Earnings to Combined Fixed Charges
and Preferred and Preference Dividend Requirements
(Dollars in Thousands)
<CAPTION>
Unaudited
Twelve
Months
Ended
June 30, Year Ended December 31,
1998 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>
Net Income . . . . . . . . . . . $ 494,012 $ 494,094 $168,950 $181,676 $187,447 $177,370
Taxes on Income. . . . . . . . . 376,091 378,645 86,102 83,392 99,951 78,755
Net Income Plus Taxes. . . . 870,103 872,739 255,052 265,068 287,398 256,125
Fixed Charges:
Interest on Long-Term Debt . . 140,701 119,389 105,741 95,962 98,483 123,551
Interest on Other Indebtedness 38,831 55,761 34,685 27,487 20,139 19,255
Interest on Other Mandatorily
Redeemable Securities. . . . 18,075 18,075 12,125 372 - -
Interest on Corporate-owned
Life Insurance Borrowings. . 39,551 36,167 35,151 32,325 26,932 16,252
Interest Applicable to
Rentals. . . . . . . . . . . 34,275 34,514 32,965 31,650 29,003 28,827
Total Fixed Charges. . . . 271,433 263,906 220,667 187,796 174,557 187,885
Preferred and Preference Dividend
Requirements:
Preferred and Preference
Dividends. . . . . . . . . . 5,486 4,919 14,839 13,419 13,418 13,506
Income Tax Required. . . . . . 4,176 3,770 7,562 6,160 7,155 5,997
Total Preferred and
Preference Dividend
Requirements . . . . . . 9,662 8,689 22,401 19,579 20,573 19,503
Total Fixed Charges and Preferred
and Preference Dividend
Requirements. . . . . . . . . 281,095 272,595 243,068 207,375 195,130 207,388
Earnings (1) . . . . . . . . . . $1,141,536 $1,136,645 $475,719 $452,864 $461,955 $444,010
Ratio of Earnings to Fixed
Charges . . . . . . . . . . . . 4.21 4.31 2.16 2.41 2.65 2.36
Ratio of Earnings to Combined Fixed
Charges and Preferred and Preference
Dividend Requirements. . . . . 4.06 4.17 1.96 2.18 2.37 2.14
(1) Earnings are deemed to consist of net income to which has been added income taxes (including net
deferred investment tax credit) and fixed charges. Fixed charges consist of all interest on
indebtedness, amortization of debt discount and expense, and the portion of rental expense which
represents an interest factor. Preferred and preference dividend requirements consist of an
amount equal to the pre-tax earnings which would be required to meet dividend requirements on
preferred and preference stock.
</TABLE>
Exhibit 99.1
July 30, 1998
WESTERN RESOURCES REPORTS
STRONG SECOND-QUARTER EARNINGS
Western Resources (NYSE:WR) announced today second-quarter earnings that were
39 percent higher than second-quarter 1997.
Earnings per common share were $0.50 for 1998's second quarter, compared with
$0.36 per share in the same quarter of 1997. Eliminating an $0.11 per share
gain from the sale of an investment, earnings were $0.25 for second quarter
1997.
Increased earnings were attributable to strong results from the company's
investments in monitored security and natural gas, as well as warmer than
normal weather for the company's electric operations.
"Growth strategies we've put in place are working to enhance the value of the
company," said David C. Wittig, president and chief executive officer of
Western Resources. "We continue to focus on improving margins, growing our
customer base, and restructuring our assets into separate business lines and
investments."
Monitored security investments, through Western Resources' majority ownership
of Protection One, contributed approximately $5 million of net income for the
period compared to a loss of $6.6 million in the second quarter of 1997.
During the second quarter of 1998, Protection One experienced continued growth
in its Dealer Program and substantial acquisition activity. The company
completed four sizable acquisitions, adding more than 140,000 subscribers, and
entered new markets in the United Kingdom and Canada.
Contributions from Western Resources' ONEOK natural gas investment accounted
for about $0.06 per share of second-quarter earnings, compared with about a
$0.01 per share loss for the same quarter of 1997. The company expects
improved cash flow to Western Resources of about $50 million this year as a
result of the ONEOK transaction.
Also during the second quarter, electric operations contributed approximately
$0.41 to earnings per share as a result of warmer than normal weather. This
compares with $0.32 per share contributed by electric operations in the second
quarter of 1997.
Second Quarter Report
Western Resources, Inc.
Quarter Ended June 30, 12 Months Ended June 30,
1998 1997 1998 1997
1. Sales:
$463,301,000; $454,006,000; $1,917,300,000; $2,135,285,000
2. Net Income:
$34,819,000; $24,335,000; $494,012,000; $160,783,000
3. Earnings Applicable to Common Stock:
$33,022,000; $23,106,000; $488,526,000; $150,194,000
4. Average Common Shares Outstanding:
65,542,815; 65,045,268; 65,400,416; 64,631,972
5. Earnings per Average Common Share Outstanding:
$0.50; $0.36; $7.47; $2.32
6. EBITDA:
$178,236,000; $146,178,000; $1,333,003,000; $649,033,000
7. Net Utility Plant (after depreciation):
$3,740,789,000; $4,362,786,000
Earnings per share by Business Segment
Including an allocation of corporate interest expense to each business segment
Quarter Ended June 30, Year-to-Year
1998 1997 Comparison
Electric: $0.41 $0.32 $0.09
Security: $0.00 $(0.10) $0.10
Gas: $0.06 $(0.01) $0.07
Other: $0.03 $0.15 $(0.12)
Totals: $0.50 $0.36 $0.14
Western Resources (NYSE:WR) is a consumer services company with interests in
monitored security and energy. The company has total assets of approximately
$7 billion, including security company holdings through ownership of
Protection One (NASDAQ: ALRM), which has more than 1 million security
customers in 48 states. Its utilities, KPL and KGE, provide electric service
to approximately 600,000 customers in Kansas. Through its ownership in ONEOK
Inc. (NYSE: OKE), a Tulsa-based natural gas company, Western Resources has a
45 percent interest in the eighth largest natural gas distribution company in
the nation, serving more than 1 million customers. Through its other
subsidiaries, Westar Capital and The Wing Group, the company participates in
energy-related investments in the continental United States and offshore.
For more information about Western Resources and its operating companies,
visit us on the Internet at http://www.wstnres.com.
Forward-Looking Statements: Certain matters discussed in this employee update
are "forward-looking statements." The Private Securities Litigation Reform Act
of 1995 has established that these statements qualify for safe harbors from
liability. Forward-looking statements may include words like we
"believe," "anticipate," "expect" or words of similar meaning.
Forward-looking statements describe our future plans, objectives,
expectations, or goals. Such statements address future events and conditions
concerning capital expenditures, earnings, litigation, rate and other
regulatory matters, possible corporate restructurings, mergers, acquisitions,
dispositions, liquidity and capital resources, interest and dividend rates,
environmental matters, changing weather, nuclear operations, and accounting
matters. What happens in each case could vary materially from what we expect
because of such things as electric utility deregulation, including ongoing
state and federal activities; future economic conditions; legislative
developments; regulatory and competitive markets; volatility in wholesale
power markets, and other circumstances affecting anticipated operations,
revenues and costs. See the company's Annual Report on Form 10-KA for further
discussion of factors affecting the company's performance.
Exhibit 99.2
JOINT NEWS RELEASE
SHAREOWNERS APPROVE MERGER AGREEMENT
TOPEKA, Kansas, and KANSAS CITY, Missouri, July 30, 1998 -- In
separate meetings today, shareowners of Western Resources (NYSE:WR) and Kansas
City Power & Light Company (NYSE:KLT) approved their merger agreement which
will result in the formation of Westar Energy, a new electric company.
Approval required a majority of Western Resources common shares
outstanding and 2/3rds of KCPL outstanding common shares.
98.3 percent of the Western Resources shares represented and voting
either in person or by proxy approved the transaction, representing 77.1
percent of all shares outstanding. 93.9 percent of the KCPL shares
represented and voting either in person or by proxy approved the transaction,
representing 74.4 percent of all outstanding KCPL shares.
Under the agreement, a new company - Westar Energy - will be
created from the KGE and KPL electric operations of Western Resources and the
electric operations of KCPL. Based on Western Resources' current stock price,
each KCPL shareowner would receive $23.50 worth of
p. 2 - SHAREOWNERS APPROVE
Western Resources common stock and one share of Westar Energy common stock,
anticipated to have an approximate value between $10 and $12 per share.* The
exchange for KCPL shareowners will take place at the close of the transaction.
"We are delighted with the support of our shareowners," said David
C. Wittig, Western Resources president and chief executive officer. "Today's
action allows us to continue our focus of growing the company for a successful
future for our shareowners, our customers, and our employees."
"We share Western Resources' enthusiasm for shareowner endorsement
of this transaction," said Drue Jennings, KCPL chairman of the board,
president, and chief executive officer. "We're looking forward to working
together to position Westar Energy as one of the preeminent energy companies
in the nation."
Regulatory filings for approval of the transaction have been made
with the Kansas Corporation Commission (KCC) and the Missouri Public Service
Commission (MPSC). Filings with the Federal Energy Regulatory Commission and
Nuclear Regulatory Commission are expected soon. The transaction is expected
to close in the first half of 1999 subject to receipt of necessary consents
and approvals.
On March 19, Western Resources and KCPL announced a restructuring
of their merger agreement. Westar Energy will continue to operate under the
brand names of KCPL, KGE, and KPL. The combined company will have more than
one million electric customers in Kansas and Missouri, $8.2 billion in assets
and more than 8,000 megawatts of electric generation resources.
p. 3 - SHAREOWNERS APPROVE
Western Resources (NYSE:WR) is a consumer services company with
interests in monitored security and energy. The company has total assets of
more than $7 billion, including security company holdings through ownership of
Protection One (NASDAQ:ALRM), which has more than 1 million security customers
in 48 states. Its utilities, KPL and KGE, provide electric service to
approximately 614,000 customers in Kansas. Through its ownership in ONEOK Inc.
(NYSE:OKE), a Tulsa-based natural gas company, Western Resources has a 45
percent interest in the eighth largest natural gas distribution company in the
nation, serving more than 1 million customers. Through its other subsidiaries,
Westar Capital and The Wing Group, the company participates in energy-related
investments in the continental United States and offshore.
For more information about Western Resources and its operating
companies, visit us on the Internet at http://www.wstnres.com.
Kansas City Power & Light Company (NYSE:KLT) provides electric
power to a growing and diversified service territory encompassing metropolitan
Kansas City, parts of eastern Kansas and western Missouri. KCPL is a low-cost
producer and leader in fuel procurement and plant technology. KLT Inc., a
wholly owned subsidiary of KCPL, pursues opportunities in nonregulated,
primarily energy-related ventures.
For more information about KCPL, visit http://www.kcpl.com.
*There can be no assurance as to the actual price at which Westar
Energy common stock will trade once listed on the NYSE.
Forward-Looking Statements: Certain matters discussed in this news
release are "forward-looking statements." The Private Securities Litigation
Reform Act of 1995 has established that these statements qualify for safe
harbors from liability. Forward-looking statements may include words like we
"believe", "anticipate," "expect" or words of similar meaning. Forward-looking
statements describe our future plans, objectives, expectations, or goals. Such
statements address future events and conditions concerning capital
expenditures, earnings, litigation, rate and other regulatory matters,
possible corporate restructurings, mergers, acquisitions, dispositions,
liquidity and capital resources, interest and dividend rates, environmental
matters, changing weather, nuclear operations, and accounting matters. What
happens in each case could vary materially from what we expect because of such
things as electric utility deregulation, including ongoing state and federal
activities; future economic conditions; legislative developments; our
regulatory and competitive markets; and other circumstances affecting
anticipated operations, revenues and costs.
See the companies' joint proxy statement/prospectus on form S-4
dated June 9, 1998 ( registration number 333-56369; 333-56369-01) for
additional discussion on factors affecting the transaction.
