SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) November 17, 2000
(November 8, 2000)
WESTERN RESOURCES INC.
(Exact Name of Registrant as Specified in Charter)
Kansas 1-3523 48-0290150
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
818 South Kansas Avenue, Topeka, Kansas 66612
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (785) 575-6300
Item 5. Other Events.
On November 8, 2000, Western Resources, Inc., a Kansas corporation (the
"Company"), Public Service Company of New Mexico, a New Mexico corporation
("PNM"), HVOLT Enterprises, Inc., a Delaware corporation ("Parent"), HVK, Inc.,
a Kansas corporation and a wholly owned subsidiary of Parent ("Merger Sub-1"),
and HVNM, Inc., a New Mexico corporation and a wholly owned subsidiary of Parent
("Merger Sub-2"), entered into an Agreement and Plan of Restructuring and
Merger, dated as of November 8, 2000 (the "Merger Agreement"), and related
agreements, including the Asset Allocation and Separation Agreement, dated as of
November 8, 2000 ("Allocation Agreement"), between the Company and Westar
Industries, Inc., a Kansas corporation and a wholly owned subsidiary of the
Company ("Westar"), providing for an integrated transaction (the "Transaction")
involving (a) delivery by the Company to its shareholders of its then ownership
interest in Westar, followed by (b) the merger of Merger Sub-1 into the Company
and the merger of Merger Sub-2 into Manzano Corporation, a New Mexico holding
company to be formed as a result of a pending PNM restructuring ("Manzano"),
pursuant to which each of Manzano, PNM and the Company will become wholly owned
subsidiaries of Parent and the shareholders of the Company (including Westar)
will receive a total of 55 million shares of Parent common stock, subject to
adjustment as provided in the Merger Agreement. The Merger Agreement, the
Allocation Agreement and the Form of Stockholder Agreement between Parent and
Westar, together with the forms of certain certificates of designations relating
to the Transaction are filed herewith and are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Agreement and Plan of Restructuring and Merger, dated as of
November 8, 2000 among Western Resources, Inc., Public Service
Company of New Mexico, HVOLT Enterprises, Inc., HVK, Inc. and
HVNM, Inc.
99.2 Asset Allocation and Separation Agreement, dated as of November
8, 2000, between Western Resources, Inc. and Westar Industries,
Inc.
99.3 Form of Stockholder Agreement between HVOLT Enterprises, Inc. and
Westar Industries, Inc.
99.4 Form of Western Resources, Inc. Certificate of Designations for a
Series of Preference Stock designated as "7.5% Convertible
Preference Stock."
99.5 Form of HVOLT Enterprises, Inc. Certificate of Designations for a
Series of Preferred Stock designated as "7.5% Convertible
Preferred Stock."
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 hereunto duly authorized.
WESTERN RESOURCES, INC.
Date: November 17, 2000 /s/ James A. Martin
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By: James A. Martin
Title: Senior Vice President
and Treasurer
Exhibit Index
Exhibit Description
99.1 Agreement and Plan of Restructuring and Merger, dated as of November 8,
2000 among Western Resources, Inc., Public Service Company of New Mexico,
HVOLT Enterprises, Inc., HVK, Inc. and HVNM, Inc.
99.2 Asset Allocation and Separation Agreement, dated as of November 8, 2000,
between Western Resources, Inc. and Westar Industries, Inc.
99.3 Form of Stockholder Agreement between HVOLT Enterprises, Inc. and Westar
Industries, Inc.
99.4 Form of Western Resources, Inc. Certificate of Designations for a Series of
Preference Stock designated as "7.5% Convertible Preference Stock."
99.5 Form of HVOLT Enterprises, Inc. Certificate of Designations for a Series of
Preferred Stock designated as "7.5% Convertible Preferred Stock."
