Amendment No. 3 to Schedule 13D
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 3
ONSITE ENERGY CORPORATION
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(Name of Issuer)
Class A Common Stock, Par Value $.001 Per Share
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(Title of Class of Securities)
68284P 10 8
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(CUSIP Number)
Lee P. Wages
President
Westar Capital, Inc.
818 S. Kansas Avenue
Topeka, Kansas 66612
(785)575-6320
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(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
December 16, 1998
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisitions 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 |_|.
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Amendment No. 3 to Schedule 13D
CUSIP NO. 68284P 10
1. NAME OF REPORTING PERSON Westar Capital, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. 48-1092416
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF (A) |_|
A GROUP (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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
PERSON WITH:
7. SOLE VOTING POWER 0
8. SHARED VOTING POWER 6,641,270
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 6,641,270
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 6,641,270
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 32.28%
14. TYPE OF REPORTING PERSON CO
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Amendment No. 3 to Schedule 13D
CUSIP NO. 68284P 10
1. NAME OF REPORTING PERSON Western Resources,
Inc.
S.S. OR I.R.S. IDENTIFICATION NO. 48-0290150
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF (A) |_|
A GROUP (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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
PERSON WITH:
7. SOLE VOTING POWER 0
8. SHARED VOTING POWER 6,641,270
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 6,641,270
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 6,641,270
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 32.28%
14. TYPE OF REPORTING PERSON CO
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Amendment No. 3 to Schedule 13D
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.
On October 15, 1998, 10,074 shares of Series C Convertible Preferred Stock were
received by the Reporting Person from the Company as a dividend payment on
Common Stock.
Item 4. Purpose of Transaction.
As stated in the Schedule 13D filed by the Reporting Person on October 31, 1997,
and amended by this Statement, the Reporting Person has the right, due to its
stock ownership, to appoint directors to the Company's Board of Directors. Rita
A. Sharpe, Chairman and President of the Reporting Person was appointed as a
director to the Company on October 31, 1997. Lee P. Wages became Chairman and
President of the Reporting Person and replaced Ms. Sharpe as director of the
Company on October 5, 1998. On December 16, 1998, Mr. Wages resigned as a
director. No substitute for Mr. Wages on the Company's Board of Directors has
been proposed by the Reporting Person.
On December 16, 1998, the Reporting Person filed for a declaratory judgment
against the Company seeking an order finding that the Reporting Person is not
obligated to make a capital contribution to the Company pursuant to an equity
call by the Company under the Stock Subscription Agreement dated as of October
28, 1997.
On December 16, 1998, Western Resources, Inc. ("WRI") filed suit against Onsite
Business Services, Inc., a wholly owned subsidiary of the Company, seeking
recovery of amounts owed to WRI for services rendered to Onsite Business
Services, Inc.
The Reporting Person shall continually review its ownership in the Company and,
based on its evaluation of market and economic conditions, applicable regulatory
requirements, the Reporting Person's contractual obligations entered into in
connection with such investment, the Company's business prospects, and future
developments, it may from time to time determine to modify its investment in the
Company through any available means, including open market purchases or sales or
privately negotiated transactions or actions of the type enumerated in clauses
(a) through (j) or Item 4 of Schedule 13D.
Item 5. Interest in Securities of Issuer.
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Amendment No. 3 to Schedule 13D
Based upon the Company's Form 10-QSB filed with the Securities and Exchange
Commission on December 1, 1998, the Company had a total of 18,457,253 shares of
Common Stock outstanding as of November 13, 1998. As a result of the Common
Stock dividend payment by the Company on October 15, 1998 of 10,074 shares of
Class C Convertible Preferred Stock, the Reporting Person currently owns
4,524,500 shares of Class A Common Stock and 423,354 shares of Class C
Convertible Preferred Stock (which would be convertible to 2,116,770 shares of
Common Stock). Assuming the conversion of the Class C Convertible Preferred
Stock at a 5 to 1 ratio, the total outstanding Common Stock of the Company would
be 20,574,023 shares, of which the Reporting Person owns 32.28%.
Except of set forth in this Statement, neither the Reporting Person, WRI, nor,
to the best of the Reporting Person's 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. Materials to be Filed as Exhibits.
No material change.
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Amendment No. 3 to Schedule 13D
SIGNATURES
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/ Lee P. Wages
Lee P. Wages
President
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.
WESTERN RESOURCES, INC.
By: /s/ Richard D. Terrill
Richard D. Terrill
Vice President, Law and Secretary
Dated: December 30, 1998
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