Form 12b-25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 12b-25
NOTIFICATION OF LATE FILING COMMISSION FILE NUMBER 1-3523
(Check One):
[x] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ............................................
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:......................
.............................................................................
<PAGE>
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PART I. REGISTRANT INFORMATION
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Western Resources, Inc.
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(Full Name of Registrant)
Kansas 48-0290150
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(State or other jurisdiction (I.R.S. Employer Identification No.)
incorporation or organization)
818 Kansas Avenue
Topeka, Kansas 66612
(785) 575-6300
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(address and telephone number of Registrant's
principal executive offices)
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PART II. RULES 12B-25 (b) AND (c)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.
[ x ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[ x ] (b) The subject annual report on Form 10-K, Form 20-F, 11-K or Form N-
SAR, or portion thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereon will be filed on or before
the fifth calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12B-
25(c) has been attached if applicable.
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PART III. NARRATIVE
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State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
On April 1, 1999, Protection One, Inc. ("Protection One") , an approximate 85%
owned subsidiary of Western Resources, Inc. ("Western Resources"), announced
in a press release and in a report on Form 8-K filed on April 1, 1999, that as
a result
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of discussions with the staff of the Securities and Exchange Commission
("SEC"), which continued through March 31, 1999,Protection One will restate
its consolidated financial statements for the year ended December 31, 1997 and
the first three quarters of 1998. These discussions with the staff of the SEC
arose in connection with the staff's review of Protection One's preliminary
information statement on Schedule 14C and the related filings relating to the
proposed acquisition of Lifeline Systems, Inc.
Protection One will not timely file its annual report on Form 10-K for the
year ended December 31, 1998 because of the work that will be required to
prepare and audit the restated consolidated financial statements, as well as
to complete pending discussions with the staff of the SEC regarding certain
issues relating to the restatements of the historical financial statements of
Protection One.
As a result, Western Resources will adjust its previously disclosed 1998
financial results to reflect the adjustments made by Protection One.
The SEC staff is also reviewing Protection One's amortization methodology used
on customer accounts and the timing of non-recurring gains relating to the
settlement of certain financial obligations. Protection One is working with
the SEC staff to resolve these open issues.
Due to the timing of the discussions with the SEC staff, Protection One and
Western Resources could not eliminate these issues so as to timely file their
annual reports on Form 10-K without unreasonable effort or expense.
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PART IV. OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
William B. Moore (785) 575-6369
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(Name) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
[ x ] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof?
[ x ] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Based on the SEC staff's review of Protection One's financial statements,
Protection One has made a determination to revise certain accounting items.
The largest modification by Protection One provides for a reversal of an
approximate $12.3 million acquisition-related expense recorded in 1997 related
to a change in accounting treatment for the replacement of yard signs using
the Westar Security brand name, the former name of Western Resources' security
service subsidiary. This amount will be incurred in 1998. Other 1998
adjustments include a provision for expensing yard signs previously
capitalized and an increase in bad debt expense.
As a result of these adjustments by Protection One, Western Resources' net
earnings per share for 1998 are expected to be approximately $0.67 per common
share as opposed to $0.84 per common share previously announced.
Western Resources, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by its behalf by the
undersigned thereunto duly authorized.
Date: April 1, 1999 By: /s/ William B. Moore
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William B. Moore
Acting Executive Vice President,
Chief Financial Officer and
Treasurer
Instruction: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations. (See 18 U.S.C. 1001)
Exhibit 99.1 - Press release issued on April 1, 1999: Western Resources
Extends Filing period for 10-K
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Exhibit 99.1
WESTERN RESOURCES EXTENDS FILING PERIOD FOR 10-K
TOPEKA, Kansas, April 1, 1999 -- Western Resources (NYSE:WR) today
announced it filed for a 15-day extension from the Securities and Exchange
Commission (SEC) for the filing of its 1998 Form 10-K. This extension is a
result of a Form 10-K filing delay announced by its 85 percent owned
subsidiary, Protection One (NYSE:POI).
The delay of Protection One's Form 10-K is based on its intent to
restate its 1997 and 1998 financial statements. As a result, Western Resources
will adjust its previously disclosed 1998 financial results to reflect the
adjustments made by Protection One. The adjustments are a result of a review
by the SEC staff of Protection One's financial statements in connection with
a registration statement relating to its acquisition of Lifeline Systems, Inc.
(Nasdaq:LIFE).
Based on the SEC staff's review of Protection One's financial
statements, Protection One has made a determination to revise certain
accounting items. The largest modification by Protection One provides for a
reversal of an approximate $12.3 million acquisition-related expense recorded
in 1997 related to a change in accounting treatment for the replacement of
yard signs using the Westar Security brand name, the former name of Western
Resources' security service subsidiary. This amount will be incurred in 1998.
Other 1998 adjustments include a provision for expensing yard signs previously
capitalized and an increase in bad debt expense.
As a result of these adjustments by Protection One, Western Resources'
net earnings per share for 1998 are expected to be approximately $0.67 per
common share as opposed to $0.84 per common share previously announced.
In addition, Protection One indicated that the SEC staff is reviewing
Protection One's amortization methodology used on customer accounts and the
timing of non-recurring gains relating to the settlement of certain financial
obligations.
Protection One currently amortizes customer acquisition costs on a
straight line accounting basis over a 10-year period. The SEC staff has
questioned the appropriateness of the current accounting method which
Protection One believes is consistent with industry practices. A significant
change in the amortization method would likely have a material effect on the
company's results of operations. Protection One indicated it will work with
the SEC staff to resolve the matter. Resolution of this issue is expected
prior to Protection One filing its first-quarter report on Form 10-Q for 1999
in mid-May.
Western Resources also indicated that in conjunction with the
acquisition of Lifeline by Protection One, it may acquire shares of Protection
One common stock in open market or privately negotiated transactions depending
upon market conditions. Any open market or private purchases will reduce or
eliminate the need for it to purchase shares through a private placement from
Protection One in order to maintain at least an 80% ownership stake in
Protection One.
Western Resources (NYSE: WR) is a consumer services company with
interests in monitored services and energy. The company has total assets of
more than $8 billion, including security company holdings through ownership of
Protection One (NYSE: POI), which has more than 1.5 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 1.4 million customers.
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 news
release, including estimates and amounts of restatements and accounting
adjustments, are "forward-looking statements." These estimated amounts are
subject to completion and audit of the financial statements, as well as to
additional review by the SEC staff. 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-K/A for further discussion of factors
affecting the company's performance.
