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) January 3, 2000
(January 3, 2000)
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
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WESTERN RESOURCES, INC.
Item 5. Other Events
On January 3, 2000, Western Resources announced that Kansas City Power &
Light Company (KCPL) has terminated the proposed merger with the company.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Press release dated as of January 3, 2000 issued by
Western Resources, Inc.
Exhibit 99.2 - Press release dated as of January 3, 2000 issued by
Kansas City Power & Light Company.
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SIGNATURE
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 January 3, 2000 By /s/ William B. Moore
William B. Moore, Executive Vice
President, Chief Financial
Officer and Treasurer
Date January 3, 2000 By /s/ Leroy P. Wages
Leroy P. Wages, Controller
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
99.1 Press release dated as of
January 3, 2000 issued by
Western Resources, Inc.
99.2 Press release dated as of
January 3, 2000 issued by
KCPL.
Exhibit 99.1
WESTERN RESOURCES DISAPPOINTED WITH KCPL ANNOUNCEMENT
TOPEKA, Kansas, January 3, 2000, Western Resources (NYSE:WR) today
announced that while it is disappointed that Kansas City Power & Light Company
(KCPL) has terminated the proposed merger with the company it will continue to
pursue its business plan.
"Merging the electric operations of KCPL and Western Resources made good
business sense for a variety of reasons, but it simply took too long to
complete the process," said David C. Wittig, Western Resources chairman of the
board, president and chief executive officer.
Wittig thanked employees for their hard work on the Western
Resources/KCPL merger. He noted the fact that their commitment to the process
stretched over many years.
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 1.6 million security customers
in 48 states and Europe. 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.wr.com.
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, the
outcome of accounting issues being reviewed by the SEC staff, possible
corporate restructurings, mergers, acquisitions, dispositions, liquidity and
capital resources, interest and dividend rates, year 2000 issue, environmental
matters, changing weather, nuclear operations, ability to enter new markets
successfully and capitalize on growth opportunities in nonregulated
businesses, events in foreign markets in which investments have been made, and
accounting matters. Our actual results may differ materially from those
discussed here. See the company's and Protection One's 1998 Annual Report on
Form 10-K and 10K/A, quarterly reports on Forms 10-Q and current reports on
Form 8K for further discussion of factors affecting the company's and
Protection One's performance. Western Resources disclaims any obligation to
update any forward-looking statements as a result of developments occurring
after the date of this news release.
/CONTACT: Media: Michel' Philipp, [email protected], 785.575.1927, or fax:
785.575.6399, or Investors: Jim Martin, [email protected], 785.575.6549, or
fax: 785.575.8160, both of Western Resources/
/Web site:http://www.wr.com
Exhibit 99.2
KCPL TERMINATES MERGER AGREEMENT WITH WESTERN RESOURCES
Kansas City, MO, January 3, 2000 - Kansas City Power & Light Company (NYSE:
KLT) announced today that its Board of Directors has unanimously voted to
terminate its Amended and Restated Agreement and Plan of Merger, dated as of
March 18, 1998, with Western Resources, Inc. (NYSE: WR) and certain affiliated
companies. KCPL stated that its Board acted pursuant to a provision of the
parties' Merger Agreement that permitted either party to terminate the Merger
Agreement if it was not consummated on or before December 31, 1999 and that
the termination was effective immediately.
In a letter to David Wittig, Western's Chief Executive Officer, A. Drue
Jennings, KCPL's Chief Executive Officer, cited the problems at Western's
Protection One subsidiary and their impact on Western as a whole as a key
factor in the KCPL Board's action. "These problems and the related dramatic
decline in Western's stock price since we signed the Merger Agreement in
March 1998 obviously have a direct bearing on the value of the contemplated
transaction to our shareholders, as well as the future prospects of Western
and its affiliated companies assuming such transaction was consummated."
KCPL noted that Western's common stock, which closed at $43.13 per share on
March 18, 1998, the date of the Merger Agreement, closed at $16.94 per share
on December 31, 1999.
The letter noted that: (1) KCPL's financial advisor, Merrill Lynch & Co., was
unable to provide an opinion that the contemplated transaction was fair to
KCPL shareholders from a financial point of view, (2) a key strategic
rationale for the transaction - affording KCPL shareholders an opportunity to
participate in the growth "expected to derive from diversification into
unregulated businesses, including Western Resources' investment in Protection
One" - no longer appeared to exist, and (3) numerous KCPL shareholders, both
institutions and individuals, had increasingly expressed opposition to
proceeding with the transaction.
Mr. Jennings concluded in his letter that "Both sides worked hard to bring
this transaction to a successful completion, and we obviously regret that
events have required us to take this action."
KCPL said that over the next several weeks, it will review the strategic
alternatives available to the Company, including, among other things,
separating its generation and distribution/ transmission assets into
subsidiaries and realizing the value of KCPL's high-potential unregulated
businesses. KCPL's unregulated businesses are involved in the delivery of
telecommunication services, gas production and development, energy management
and supply services, and home services such as heating and air conditioning.
Mr. Jennings said, "Maximizing shareholder value is, and always has been, our
number one priority."
Following is the complete text of the letter Mr. Jennings sent to Mr. Wittig:
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Dear David:
I am writing to inform you that the Board of Directors of Kansas City
Power & Light Company ("KCPL"), at a special meeting held on January 2, 2000,
unanimously voted to terminate the Amended and Restated Agreement and Plan of
Merger between our two companies, dated as of March 18, 1998 (the "Merger
Agreement"). The Board took this action pursuant to Section 11.1(c) of the
Merger Agreement, because the "KCPL Effective Time," as defined therein, did
not occur on or before December 31, 1999.
Accordingly, please be advised that KCPL hereby terminates the Merger
Agreement, effective immediately.
Our Board took this action reluctantly and only after giving extensive
consideration to all of the relevant facts and circumstances surrounding the
transaction. As you know, our Board has held a number of meetings during the
past several months to review and consider the status of the transaction.
These meetings included a special meeting on October 28, 1999, at which you
addressed the Board concerning the financial condition and future prospects
and business plan of Western Resources, Inc. ("Western"), and in particular,
the current problems facing your Protection One subsidiary. We also held a
meeting at your request with members of your and our Boards on December 14,
1999, less than three weeks ago, and you have met personally with our
financial advisors at Merrill Lynch & Co. ("Merrill Lynch") on numerous
occasions to discuss the financial aspects of the transaction.
At these meetings, as well as in other communications between our
respective companies and their representatives, we have expressed our deep
concern with the problems facing Protection One and their impact on Western as
a whole. These problems, and the related dramatic decline in Western's stock
price since we signed the Merger Agreement in March 1998, obviously have a
direct bearing on the value of the contemplated transaction to our
shareholders, as well as the future prospects of Western and its affiliated
companies assuming such transaction was consummated.
While we and our advisors have given careful consideration to the
information you conveyed to us in these meetings, I regret to say that our
Board has concluded that the transaction contemplated by the Merger Agreement
is no longer in the best interests of KCPL and its shareholders. Critical
among the Board's reasons for reaching this conclusion was the fact that
Merrill Lynch advised that it could not opine that the transaction is fair to
KCPL shareholders from a financial point of view. In addition, one of the
principal reasons that our Board recommended that KCPL shareholders approve
the transaction was that it would provide them with an opportunity to
participate, "through their ownership of Western Resources Common Stock, in
the growth of a larger, more diversified and strategically positioned holding
company," which growth was "expected to derive from diversification into
unregulated businesses, including Western Resources' investment in Protection
One. . . ." (Joint Proxy Statement of KCPL and Western dated June 9, 1998, at
page 42). In light of the continuing problems at Protection One, this
important strategic rationale for the proposed merger no longer appears to
exist. Finally, we have heard from numerous KCPL shareholders in recent
months - both large institutional holders and small individual holders - who,
in increasing numbers, have expressed their opposition to the transaction and
have strongly urged that we terminate the Merger Agreement.
In light of these factors, our directors simply did not see how,
consistent with their fiduciary duties to KCPL shareholders, they could
continue to pursue the contemplated
<PAGE>
transaction. Both sides worked hard to bring this transaction to a
successful completion, and we obviously regret that events have required us
to take this action.
Should you have any questions concerning KCPL's position, please do not
hesitate to phone me.
Very truly yours,
Drue Jennings
Chairman of the Board and
Chief Executive Officer
Kansas City Power & Light Company is a leading provider of energy and related
products and services to a growing and diversified service
territory encompassing metropolitan Kansas City and parts of eastern Kansas
and western Missouri. KLT Inc. and Home Service Solutions Inc., wholly-owned
subsidiaries of KCPL, pursue unregulated business ventures nationally,
capturing growth opportunities in markets outside the regulated utility
business. More information about KCPL is available at http://www.kcpl.com or
by calling our toll-free shareholder line: 1-800-245-5275.
CERTAIN FORWARD-LOOKING INFORMATION:
[Statements made in this release which are not based on historical facts are
forward-looking and, accordingly, involve risks and uncertainties that could
cause actual results to differ materially from those discussed. Any
forward-looking statements are intended to be as of the date on which such
statement is made. In connection with the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, we are providing a number of
important factors that could cause actual results to differ materially from
provided forward-looking information. These important factors include:
weather conditions; future economic conditions in the regional, national and
international markets; state, federal and foreign regulation and possible
additional reductions in regulated electric rates; financial market
conditions, including, but not limited to changes in interest rates;
inflation rates; increased competition, including, but not limited to, the
deregulation of the United States electric utility industry, and the entry of
new competitors; ability to carry out marketing and sales plans; ability to
achieve generation planning goals and the occurrence of unplanned generation
outages; nuclear operations; ability to enter new markets successfully and
capitalize on growth opportunities in nonregulated businesses; unforeseen
events that would prevent correcting internal or external information systems
for Year 2000 problems; adverse changes in applicable laws, regulations or
rules governing environmental (including air quality regulations), and tax or
accounting matters. This list of factors may not be all-inclusive since it is
not possible for us to predict all possible factors.]
Media Contacts: Investor Contact:
Phyllis Tilden Susan M. Johnson
816-556-2903 816-556-2312
