UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 30, 2005
WESTAR ENERGY, INC.
(Exact name of registrant as specified in its charter)
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| KANSAS | | 1-3523 | | 48-0290150 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer 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
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
WESTAR ENERGY, INC.
Item 1.01. Entry into a Material Definitive Agreement.;
Item 1.02. Termination of a Material Definitive Agreement.; and
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On June 27, 2005, Westar Energy, Inc. (the “Company”) entered into an underwriting agreement to issue $400 million aggregate principal amount of Westar Energy, Inc. first mortgage bonds pursuant to a Thirty-Ninth Supplemental Indenture. The offering was priced on June 27, 2005 and consisted of $150 million of 5.875% first mortgage bonds maturing in 2036 and $250 million of 5.10% first mortgage bonds maturing in 2020. The bonds were offered pursuant to a shelf registration statement that was previously declared effective by the Securities and Exchange Commission. A prospectus supplement relating to this offering was filed with the Securities and Exchange Commission on June 29, 2005.
The offering closed on June 30, 2005. The net proceeds from the offering will be used to redeem the outstanding $365 million aggregate principal amount of its 7 7/8% First Mortgage Bonds due 2007, together with accrued interest and a call premium equal to approximately 6% of the outstanding 7 7/8% First Mortgage Bonds, and for general corporate purposes.
A redemption notice was delivered to holders of record of the 7 7/8% First Mortgage Bonds on June 27, 2005 stating that the outstanding $365 million aggregate principal amount of 7 7/8% First Mortgage Bonds will be redeemed on July 27, 2005 at a price equal to the greater of (1) 100% of the principal amount of the First Mortgage Bonds being redeemed and (2) the sum of the present values of the remaining scheduled payments of the principal of and interest on the First Mortgage Bonds being redeemed discounted to the redemption date on a semi-annual basis at a rate per annum equal to the sum of the Treasury Rate (as defined below) plus 50 basis points, plus, in either case, accrued interest from May 1, 2005 to, but excluding the redemption date.
“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such statistical release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to May 1, 2007; provided, however, that if the period from the redemption date to May 1, 2007 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year shall be used.
The foregoing summary is qualified in its entirety by reference to the text of the Underwriting Agreement dated as of June 27, 2005 between the Company and Barclays Capital and Citigroup Global Markets, Inc., as representatives of the several underwriters, and the Thirty-Ninth Supplemental Indenture, dated as of June 30, 2005 between the Company and BNY Midwest Trust Company, copies of which are filed as exhibits hereto and are incorporated herein by reference.
Section 8. Other Events
Item 8.01. Other Events.
In 1987, our wholly-owned subsidiary, Kansas Gas And Electric Company (“KGE”) entered into a sale and leaseback transaction, in which KGE sold to the Owner Trustee (as defined below), and leased back from the Owner Trustee, its 50% undivided interest in La Cygne Unit 2 (“Unit 2”), an electric generating plant located in Linn County, Kansas. On June 30, 2005, KGE caused the Owner Trustee to refinance the bonds issued in connection with that sale and leaseback transaction. In addition to the refinancing, KGE and the other parties to the transaction amended certain terms of the Lease (as defined below), including an amendment to extend the term of the Lease. The bonds outstanding prior to the refinancing were redeemed with the proceeds from the offering of a new series of bonds — the 5.647% Secured Facility Bonds, Series 2005, due 2021 (the “Bonds”), in the principal amount of $320,000,000. A portion of the proceeds from the offering of the Bonds was paid by the Owner Trustee, the issuer of such bonds, to Comcast MO Financial Services, Inc., the equity investor in, and beneficiary of, the owner trust of which the Owner Trustee acts as the trustee. The Bonds will be repaid through the rental and other payments made by KGE to the Owner Trustee, as the lessor, pursuant to the Lease. Neither the Company nor KGE are direct obligors, or guarantors, of the Bonds.
Pursuant to Amendment No. 4 dated as of June 30, 2005 to the Lease Agreement dated as of September 1, 1987 as subsequently amended by Amendment No. 1 dated as of October 1, 1987, Amendment No. 2 dated as of August 1, 1989, and Amendment No. 3 dated as of September 18, 1992, between U.S. Bank National Association (as successor in interest to The Connecticut National Bank), as owner trustee (the “Owner Trustee”), and KGE, as lessee (as so amended, the “Lease”), the term of the Lease was extended for a term expiring on September 29, 2029. Additionally, KGE now has the right to exercise the option to buy back the 50% interest in Unit 2 on September 19th of 2015, 2020 or 2025. KGE has also obtained an additional right to request the Owner Trustee to effect a refinancing of the Bonds in the future.
In connection with the amendment to the Lease, KGE entered into the Second Supplemental Indenture dated as of June 30, 2005 to the Trust Indenture, Security Agreement and Mortgage, dated as of September 1, 1987, as supplemented by the First Supplemental Indenture, dated as of September 29, 1992, among the Owner Trustee (not in its individual capacity except to the extent set forth therein but solely as owner trustee under the Trust Agreement dated as of September 1, 1987, as supplemented, between Comcast MO Financial Services, Inc. (formerly named U S West Financial Services, Inc.), as Owner Participant, and the Owner Trustee, KGE and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company)), as Indenture trustee, governing the terms of the Bonds. The Bonds were issued in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. The Bonds were sold pursuant to a purchase agreement dated June 21, 2005 among KGE, the Owner Trustee and certain initial purchasers named therein. The Bonds bear interest at the rate of 5.647% per annum, payable semi-annually on March 29 and September 29, beginning September 29, 2005 and will mature on March 29, 2021. At any time from June 30, 2005 to, but not including September 29, 2015, the Bonds may be redeemed at a redemption price equal to the greater of (i) 100% of the principal amount or (ii) the sum of the present values of the remaining scheduled payments of the principal amount of the Bonds then outstanding and interest thereon (exclusive of interest to the redemption date) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 25 basis points. On and after September 29, 2015, the Bonds may be redeemed at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, and additional interest, if any, to the redemption date.
KGE also entered into a registration rights agreement, dated June 30, 2005, with the certain initial purchasers named therein (the “Registration Rights Agreement”) in connection with the issuance of the Bonds. Pursuant to the Registration Rights Agreement, KGE has agreed to file an exchange offer registration statement or, under certain circumstances, a shelf registration statement, relating to the Bonds with the Securities and Exchange Commission. If KGE fails to comply with certain of its obligations under the Registration Rights Agreement, it will be required to pay additional interest to holders of the Bonds.
The Bonds have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Bonds.
The Company and KGE maintain ordinary banking and trust relationships with the indenture trustee, Deutsche Bank Trust Company Americas and its affiliates.
The descriptions of the provisions of the agreements set forth above are qualified in their entirety by reference to the full and complete terms contained in such agreements, which are filed as exhibits to the Form 8-K filed by KGE with the SEC on the date hereof.
Section 9. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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| Exhibit 1.1 | | Underwriting Agreement between Westar Energy, Inc. and Barclays Capital and Citigroup Global Markets, Inc., as representatives of the several underwriters, dated June 27, 2005 |
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| Exhibit 4.1 | | Thirty-Ninth Supplemental Indenture dated as of June 30, 2005 between Westar Energy, Inc. and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank) to its Mortgage and Deed of Trust dated July 1, 1939 |
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 thereunto duly authorized.
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| | | Westar Energy, Inc. |
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| Date: July 1, 2005 | | By: | | /s/ Larry D. Irick
|
| | | Name: | | Larry D. Irick |
| | | Title: | | Vice President, General Counsel and Corporate Secretary |
EXHIBIT INDEX
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Exhibit
Number
| | Description of Exhibit
|
| Exhibit 1.1 | | Underwriting Agreement between Westar Energy, Inc. and Barclays Capital and Citigroup Global Markets, Inc., as representatives of the several underwriters, dated June 27, 2005 |
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| Exhibit 4.1 | | Thirty-Ninth Supplemental Indenture dated as of June 30, 2005 between Westar Energy, Inc. and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank) to its Mortgage and Deed of Trust dated July 1, 1939 |
