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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 10, 2003 (January 9, 2003)
Date of Report (Date of earliest event reported)
WESTAR ENERGY, INC.
(Exact name of registrant as specified in its charter)
Kansas 1-3523 48-0290150
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
818 South Kansas Avenue, Topeka, Kansas 66612
(Address of principal executive offices)
(785) 575-6300
(Registrant's telephone number, including area code)
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WESTAR ENERGY, INC.
Item 5. Other Events
On January 9, 2003, we announced that we and our wholly owned subsidiary
Westar Industries, Inc. have entered into an agreement with ONEOK, Inc. to sell
ONEOK a portion of the shares of ONEOK Series A Convertible Preferred Stock held
by Westar Industries at the prevailing market price, less transaction costs, and
to exchange Westar Industries' remaining shares of Series A Convertible
Preferred Stock for new shares of ONEOK $0.925 Series D Non-Cumulative
Convertible Preferred Stock. ONEOK will use half of the net proceeds up to $250
million from planned financing transactions to pay Westar Industries for the
Series A Convertible Preferred Stock. The effectiveness of the sale and related
transactions is subject to approval by the Kansas Corporation Commission (KCC)
and other conditions, including ONEOK's receipt of the proceeds from its planned
financing transactions. In connection with this agreement, certain agreements
among Westar Energy, Westar Industries and ONEOK were amended subject to the
approval of the KCC. A copy of our press release issued January 9, 2003 is
attached to this report.
On January 10, 2003, Paul R. Geist, our Senior Vice President, Chief
Financial Officer and Treasurer resigned from his positions as Senior Vice
President and Chief Financial Officer. Mr. Geist continues in the position of
Treasurer. We expect to announce the appointment of a new chief financial
officer in the immediate future.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 10.1--Transaction Agreement dated as of January 9, 2003
Exhibit 10.2--Shareholder Agreement dated as of January 9, 2003
Exhibit 10.3--Registration Rights Agreement dated as of January 9, 2003
Exhibit 99.1--Form of Certificate of the Designations of $0.925 Series D
Non-Cumulative Convertible Preferred Stock
Exhibit 99.2--Form of Amended and Restated Rights Agreement
Exhibit 99.3--Press release dated January 9, 2003
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.
WESTAR ENERGY, INC.
Date: January 10, 2003 By: /s/ Larry D. Irick
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Larry D. Irick, Esq. Vice President
and Corporate Secretary
EXHIBIT INDEX
Exhibit Number Description of Exhibit
Exhibit 10.1--Transaction Agreement dated as of January 9, 2003
Exhibit 10.2--Shareholder Agreement dated as of January 9, 2003
Exhibit 10.3--Registration Rights Agreement dated as of January 9, 2003
Exhibit 99.1--Form of Certificate of the Designations of $0.925 Series D
Non-Cumulative Convertible Preferred Stock
Exhibit 99.2--Form of Amended and Restated Rights Agreement
Exhibit 99.3--Press release dated January 9, 2003