SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2 to
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ONSITE ENERGY CORPORATION
(Name of Issuer)
Class A Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
68284P 10 8
(CUSIP Number)
Rita A. Sharpe
President
Westar Capital, Inc.
818 Kansas Avenue
Topeka, Kansas 66612
(785) 575-8020
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
Richard D. Terrill
818 S. Kansas Avenue
Topeka, Kansas 66612
(785) 575-6322
August 3, 1998
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box |_|.
Page 1 of 4
Amendment No. 2 to
SCHEDULE 13D
CUSIP NO. 68284P 10
- ----------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westar Capital, Inc. 48-1092416
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
(B) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Kansas
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 6,590,900
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
6,590,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,590,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.46%
14 TYPE OF REPORTING PERSON
CO
Page 2 of 4<PAGE>
Amendment No. 2 to
SCHEDULE 13D
CUSIP NO. 68284P 10
- ----------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Western Resources, Inc. 48-0290150
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
(B) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Kansas
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 6,590,900
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
6,590,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,590,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.46%
14 TYPE OF REPORTING PERSON
CO
Page 3 of 4
Item 1. Security and Issuer.
This Statement on Schedule 13D ("Statement") relates to the Class A Common
Stock, par value $.001 per share ("Common Stock"), of Onsite Energy
Corporation ("Company"). The principal executive offices of the Company are
at 701 Palomar Airport Road, Suite 200, Carlsbad, California 92009.
Item 2. Identity and Background.
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price for the 200,000 shares of Series C Convertible
Preferred Stock acquired from the Issuer since the filing of Amendment No. 1
to the Statement was $1,000,000. Such shares were acquired with general
capital funds of the Reporting Person. 5,075 shares of Series C Preferred
Stock were received by the Reporting Person from the Company as a dividend.
Item 4. Purpose of Transaction.
On July 31, 1998 the Reporting Person acquired at the election of the Company,
in accordance with the Plan and Agreement of Reorganization, dated as of
October 28, 1997, by and between Westar Energy, Inc., Westar Business
Services, Inc. and the Company, 200,000 shares of Series C Preferred Stock.
The Series C Preferred Stock is convertible into Shares on a five-for-one
basis at the election of the Reporting Person. Preferred Shares in the amount
of 5,075 were received by the Reporting Person from the Company in the form of
a stock dividend.
Item 5. Interest in Securities of the Issuer.
To the best knowledge and belief of the Reporting Person, there were
20,234,640 shares of Common Stock outstanding as of July 31, 1998. As a
result of the acquisition of 200,000 shares of Series C Convertible Preferred
Stock on July 31, 1998, and receipt by way of dividend of 5,075 shares of
Series C Convertible Preferred Stock since April 10, 1998, the Reporting
Person beneficially owns 6,590,900 shares of Common Stock, constituting 33.46%
of the Company's total outstanding Common Stock, as determined in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934, as amended
("Exchange Act"), has the shared power to vote or direct the vote of 6,590,900
shares of Common Stock, and has shared power to dispose of 6,590,900 shares of
Common Stock.
Except as set forth in this Statement, neither the Reporting Person, WRI nor,
to the best of the Reporting Persons' knowledge, any executive officer or
director of the Reporting Person or WRI beneficially owns any Common Stock or
has engaged in any transaction in any such shares during the sixty day period
immediately preceding the date hereof.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
No material change.
Item 7. Material to Be Filed as Exhibits.
No material change.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
WESTAR CAPITAL, INC.
By: /s/ Rita A. Sharpe
Rita A. Sharpe
President
Dated: August 3, 1998
Page 4 of 4
