EXHIBIT 99.3
Media contact:
Corporate Communications
Phone: 785.575.8401
FAX: 785.575.6399
news@wr.com
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WESTAR ENERGY TO SELL SOME ONEOK PREFERRED SHARES TO ONEOK
AND TO EXCHANGE REMAINING PREFERRED SHARES
TOPEKA, Kan., January 9, 2003 -- Westar Energy, Inc. (NYSE:WR)
announced today that it and its wholly owned subsidiary Westar Industries, Inc.
have entered into an agreement with ONEOK, Inc. (NYSE:OKE) 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
future 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 and
other conditions, including the receipt by ONEOK of proceeds from future equity
or other financing transactions.
"All of the proceeds realized from selling the ONEOK stock will be used
to reduce Westar Energy's debt. This is a significant step toward achieving our
financial goals," said Jim Haines, Jr., Westar Energy, Inc. president and chief
executive officer. "We appreciate the opportunity to work with ONEOK and look
forward to the KCC's help in facilitating this transaction ."
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ONEOK has agreed to file a shelf registration statement, following
completion of the sale and the exchange, to register for resale to the public
all the Series D Convertible Preferred shares held by Westar Industries and 4.7
million shares of ONEOK common currently held by Westar Industries. The timing
of sales of the stock held by Westar Industries will be governed by a new
Registration Rights Agreement entered into among Westar Energy, Westar
Industries and ONEOK and to market and other conditions.
The Series D Convertible Preferred Stock will have substantially the
same terms as the Series A Convertible Preferred Stock, except that:
o The Series D Convertible Preferred Stock will have a fixed quarterly
cash dividend of 23.125 cents per share, as declared by ONEOK's board
of directors;
o The Series D Convertible Preferred Stock will be redeemable by ONEOK
at any time after August 1, 2006 in the event that the closing price
of ONEOK common stock exceeds $25 for 30 consecutive trading days
after such date; the per share redemption price will be $20;
o Each share of Series D Convertible Preferred Stock will be convertible
into one share of ONEOK common stock, subject to adjustment for stock
splits, stock dividends, reverse stock splits or any transaction with
comparable effects; and
o Westar Industries may not convert any shares of Series D convertible
Preferred Stock held by it unless the annual per share dividend for
the ONEOK common
stock for the previous year is greater than 92.5 cents per share and
such conversion would not subject Westar Energy, Westar Industries nor
ONEOK to the Public Utility Holding Company Act of 1935.
Westar Energy, Westar Industries and ONEOK have also agreed to amend the
terms of their existing Shareholder Agreement and Registration Rights Agreement.
The new agreements will not be effective until the sale and the exchange are
completed. Under the new agreements:
o Westar Industries will be prohibited from acquiring any additional
securities of ONEOK.
o Westar Industries may make private sales of shares as long as each
sale involves less than five percent of ONEOK's outstanding common
shares (assuming conversion of the Series D Convertible Preferred
Stock to be sold) and is made to an owner of less than five percent of
ONEOK's outstanding common shares. Westar Industries may make public
sales in any broad underwritten offering under the shelf registration
statement.
o Westar Industries will have the right to designate one ONEOK board
member.
o Westar Industries will not be obligated to sell into stock repurchases
by ONEOK.
o The new Shareholder Agreement will terminate if Westar Energy's or any
affiliate's beneficial ownership falls below 10 percent of ONEOK's
outstanding com-
mon shares (assuming conversion of the Series D
Convertible Preferred into ONEOK common stock).
o The top-up rights, dilutive issuance rights and buy/sell option
provided for in the previous Shareholder Agreement are eliminated in
the new agreement.
Westar Energy, Inc. (NYSE: WR) is a consumer services company with
interests in monitored services and energy. The company has total assets of
approximately $7 billion, including security company holdings through ownership
of Protection One, Inc. (NYSE: POI) and Protection One Europe, which have
approximately 1.2 million security customers. Westar Energy is the largest
electric utility in Kansas providing service to about 647,000 customers in the
state. Westar Energy has nearly 6,000 megawatts of electric generation capacity
and operates and coordinates more than 34,700 miles of electric distribution and
transmission lines. Through its ownership in ONEOK, Inc. (NYSE: OKE), a Tulsa,
Okla.- based natural gas company, Westar Energy has a 44.7 percent interest in
one of the largest natural gas distribution companies in the nation, serving
more than 1.4 million customers.
For more information about Westar Energy, visit us on the Internet at
http://www.wr.com.
Forward-looking statements: Certain matters discussed here and elsewhere in
this news release are "forward-looking statements." The Private Securities
Litigation Reform Act of 1995 has established that these statements qualify for
safe harbors from liability. Forward-looking statements may include words like
we "believe," "anticipate," "expect" or words of similar meaning.
Forward-looking statements describe our future plans, objectives, expectations
or goals. Such statements address future events and conditions concerning
capital expenditures, earnings, liquidity and capital resources, litigation,
rate and other regulatory matters, possible corporate restructurings, mergers,
acquisitions, dispositions, including the proposed separation of Westar
Industries, Inc. from our electric utility businesses and the possible sale of
our ONEOK, Inc. stock, compliance with debt and other restrictive covenants,
changes in accounting requirements and other accounting matters, interest and
dividends, Protection One's financial condition and its impact on our
consolidated results, environmental matters, changing weather, nuclear
operations, ability to enter new markets successfully and capitalize on growth
opportunities in non-regulated businesses, events in foreign markets in which
investments have been made and the overall economy of our service area. What
happens in each case could vary materially from what we expect because of such
things as electric utility deregulation or re-regulation; ongoing municipal,
state and federal activities; future economic conditions; political, legislative
and regulatory developments, including developments in the proceeding pending
before the Kansas Corporation Commission; regulated and competitive markets;
changes in the 10-year United States Treasury rates and the corresponding impact
on the fair value of our call option contract, and other circumstances affecting
anticipated operations, sales and costs. Any forward-looking statement speaks
only as of the date such statement was made, and we do not undertake any
obligation to update any forward-looking statement to reflect events or
circumstances after the date on which such statement was made.