UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
WESTERN RESOURCES, INC.
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(Name of Issuer)
Common Stock, par value $5.00 per share
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(Title of Class of Securities)
959425109
(CUSIP Number)
Paul R. Geist
President and Chief Executive Officer
Westar Industries, Inc.
818 South Kansas Avenue
Topeka, Kansas 66612
(785) 575-6507
Copies to:
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Richard D. Terrill, Esq.
818 South Kansas Avenue
Topeka, Kansas 66612
(785) 575-6322
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 28, 2001
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [_]
SCHEDULE 13D
CUSIP No. 959425109 Page 2 of 8
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Westar Industries, Inc. 48-1092416
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Kansas
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SOLE VOTING POWER
7
NUMBER OF 0 (pursuant to Kansas law, as a majority owned
subsidiary of the Issuer, Westar Industries is not
entitled to vote securities of the Issuer)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
14,368,996
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
14,368,996
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.4%*
13
* The percent is calculated pursuant to Section 13(d)(4) of the Securities
Exchange Act which excludes shares held by the issuer or any subsidiary
from outstanding shares. The percent is 16.9% including the shares held by
Westar Industries, a subsidiary of the Issuer in outstanding shares.
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TYPE OF REPORTING PERSON (See Instructions)
14
CO
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SCHEDULE 13D
CUSIP No. 959425109 Page 3 of 8
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Western Resources, Inc. 48-0290150
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
AF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Kansas
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SOLE VOTING POWER
7
NUMBER OF 0 (pursuant to Kansas law, the Company is not
entitled to vote its securities held by it or its
majority owned subsidiaries)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
14,368,996
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
14,368,996
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.4%*
13
* The percent is calculated pursuant to Section 13(d)(4) of the Securities
Exchange Act which excludes shares held by the issuer or any subsidiary
from outstanding shares. The percent is 16.9% including the shares held by
Westar Industries, a subsidiary of the Issuer, in outstanding shares.
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TYPE OF REPORTING PERSON (See Instructions)
14
CO
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CUSIP No. 959425109 SCHEDULE 13D
Page 4 of 8
_________________________________________________________________
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $5.00 per share, of
Western Resources, Inc. (the "Company" or the "Issuer"). The address of the
principal executive offices of the Company is 818 South Kansas Avenue, Topeka,
Kansas 66612.
Item 2. Identity and Background
This statement is filed on behalf of Westar Industries, Inc., a Kansas
corporation ("Westar"), and the Company. Westar is a wholly owned subsidiary of
the Company. Westar and the Company together are sometimes referred to herein
as the "Reporting Persons."
Westar has investments in the monitored security and energy-related
industries. The principal business address and the principal office address of
Westar are located at 818 South Kansas Avenue, Topeka, Kansas 66612.
The Company is engaged in the production, purchase, transmission,
distribution and sale of electricity, and, through its subsidiaries and
investments, the delivery and sale of energy-related products and the provision
of monitored security services. The principal business address and the principal
office address of Western are located at 818 South Kansas Avenue, Topeka, Kansas
66612.
Each director and each executive officer of each of the Reporting Persons
is, to the knowledge of the Reporting Persons, a citizen of the United States of
America. The name, business address, present principal occupation or employment
(including the name and principal business address of any corporation or other
organization in which such employment is conducted) of each director and
executive officer of each of the Reporting Persons are set forth in Exhibit 1 to
this Schedule 13D, which is incorporated herein by reference.
During the last five years none of the Reporting Persons or, to the
knowledge of the Reporting Persons, any of their directors or executive officers
has been convicted of a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any of the
Reporting Persons or any of such directors or officers was or is subject to a
judgment, decree or final order enjoining future violations of or prohibiting or
mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
CUSIP No. 959425109 SCHEDULE 13D
Page 5 of 8
Westar acquired shares of the Company's common stock through the conversion
of $350 million of a receivable owed to Westar by the Company pursuant to an
Asset Allocation and Separation Agreement dated November 8, 2000 between the
Company and Westar (the "Asset Allocation Agreement"), a copy of which is
attached hereto as Exhibit 2 and incorporated by reference herein. The shares of
common stock acquired by Westar are original issue shares of the Company and the
transfer of these shares is restricted under applicable securities laws.
Item 4. Purpose of Transaction.
On November 8, 2000, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Public Service Company of New Mexico
("PNM") and certain of PNM's subsidiaries pursuant to which PNM (or a holding
company formed by PNM) will acquire the Company in a tax-free stock-for-stock
merger (the "Merger") and a portion of each outstanding share of Company common
stock will be converted into common stock of PNM or the holding company formed
by PNM, and the remainder will be exchanged for common stock of Westar held by
the Company. The Company and Westar entered into the Asset Allocation Agreement
at the same time as the Merger Agreement. Among other things, the Asset
Allocation Agreement permits a receivable owed by the Company to Westar to be
converted into certain securities of the Company. At the closing of the merger,
any of these securities then owned by Westar will be converted into securities
of PNM or the holding company formed by PNM.
Westar will continually review its ownership in the Company and may decide
to make additional purchases of common stock or other securities of the Company
in the future by converting the remaining balance of the receivable pursuant to
the terms of the Asset Allocation Agreement or by making purchases in the open
market, subject to its evaluation of the Company's business, prospects and
financial condition, the market for the common stock of the Company, other
opportunities available to Westar, general economic conditions, money and stock
market conditions and other future developments.
At any time, Westar may change its intention with respect to the
acquisition and/or retention of the shares of common stock of the Company, and
may increase, decrease or entirely dispose of its holdings of common stock of
the Company, although Westar currently has no intention to do so.
Westar does not currently have any specific plans or proposals with respect
to the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule
13D, but may take actions related to any such matters in the future.
Item 5. Interest in Securities of the Issuer.
CUSIP No. 959425109 SCHEDULE 13D
Page 6 of 8
(a) Based on information provided by the Company, the Company had
70,588,778 shares of common stock outstanding as of February 28, 2001, excluding
the shares issued to Westar as a result of conversion of the receivable. The
aggregate number of shares beneficially owned is 14,368,996, representing 20.4%
of the outstanding shares. The percent is calculated pursuant to Section
13(d)(4) of the Securities and Exchange Act which excludes shares held by the
issuer or any subsidiary from outstanding shares. The percent is 16.9% including
the shares held by Westar in outstanding shares.
As described in Item 6, Westar has the right to acquire additional
securities of the Company pursuant to the Asset Allocation Agreement.
(b)
1. Sole power to vote or to direct vote: 0
(pursuant to Kansas law, as a majority
owned subsidiary of the Issuer, Westar
is not entitled to vote securities of
the Issuer)
2. Shared power to vote or to direct vote: 0
3. Sole power to dispose or to direct the disposition: 14,368, 996
4. Shared power to dispose or to direct disposition: 0
(c) Except as described herein, no transactions were effected during the
past sixty days in shares of Issuer.
(d) No person other than a Reporting Person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the securities covered by this Statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
CUSIP No. 959425109 SCHEDULE 13D
Page 7 of 8
Westar and the Company are parties to the Asset Allocation Agreement, a
copy of which is attached as Exhibit 2, pursuant to which Westar may pay cash to
the Company as an increase in the amount of the receivable or as consideration
for the purchase of certain securities of the Company or Westar. Any remaining
outstanding balance of the receivable is required to be converted at the
effective time of the Merger into certain securities of the Company consistent
with the terms of the Merger Agreement. The maximum aggregate value of common
stock and convertible preference shares of the Company that may be purchased by
Westar pursuant to Section 3.2(a) of the Merger Agreement may not exceed
$641,000,000.
Item 7. Material to be Filed as Exhibits
Exhibit No. Description
1. Directors and Executive Officers of the Reporting Persons
2. Asset Allocation Agreement
3. Merger Agreement
4. Joint Filing Agreement
CUSIP No. 959425109 SCHEDULE 13D
Page 8 of 8
SIGNATURE
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.
Date: March 12, 2001 WESTAR INDUSTRIES, INC.
By: /s/ Greg A. Greenwood
Name: Greg A. Greenwood
Title: Secretary and Treasurer
Date: March 12, 2001 WESTERN RESOURCES, INC.
By: /s/ Larry D. Irick
Name: Larry D. Irick
Title: Corporate Secretary