SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 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:
John K. Rosenberg
818 S. Kansas Avenue
Topeka, Kansas 66612
(785) 575-6535
April 10, 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. 1 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 5,524,500
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
5,524,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,524,500
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. 1 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 5,524,500
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
5,524,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,524,500
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.
Pursuant to a Plan and Agreement of Reorganization, dated as of October 28,
1997, by and between Westar Energy, Inc., Westar Business Services, Inc. and
the Company, 800,000 shares of Common Stock held in escrow for the Reporting
Person pending the completion of certain post-closing transactions were
distributed to the Reporting Person.
Item 4. Purpose of Transaction.
No material change.
Item 5. Interest in Securities of the Issuer.
Based on the Company's Form 10-QSB for the year ended December 31, 1997,
the Company had a total of 14,661,272 shares of Common Stock outstanding as of
December 31, 1997. As a result of the acquisition of 800,000 shares of Common
Stock on April 10, 1998 previously held in escrow, pursuant to the Plan and
Agreement of Reorganization, the right to acquire 1,000,000 shares of Common
Stock upon conversion of the Preferred Shares, and 10,000 shares of Common Stock
acquired by the Reporting Person since October 31, 1997, as described below,
the Reporting Person beneficially owns 5,524,500 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 sole power to vote or direct the vote
of 5,524,500 shares of Common Stock, and has sole power to dispose of 5,524,500
shares of Common Stock.
Since October 31, 1997, the Reporting Person has purchased 10,000 shares of
Common Stock of the Company in open market transactions. Set forth below is a
table identifying and describing all such transactions:
Common Shares Price Per Share Date of Purchase
10,000 .625 01/12/98
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/ Marilyn K. Dalton
Marilyn K. Dalton
Secretary
Dated: April 17, 1998
Page 4 of 4
