8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

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): November 21, 2008 (November 18, 2008)

 

 

Westar Energy, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

  Kansas  
  (State or Other Jurisdiction of Incorporation)  
1-3523     48-0290150
(Commission File Number)     (IRS Employer Identification No.)

818 South Kansas Avenue

Topeka, Kansas

    66611
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s telephone number, including area code: (785) 575-6300

 

 

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-11 under the Exchange Act (17 CFR 240.14a-11)

 

¨ 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))

 

 

 


Section 8 – Other Events

 

Item 8.01 Other Events

Issuance of $300 million of First Mortgage Bonds

On November 25, 2008, Westar Energy, Inc. (the “Company”) expects to settle the issuance and sale of $300,000,000 aggregate principal amount of its First Mortgage Bonds, 8.625% Series due 2018 (the “Bonds”), pursuant to an underwriting agreement dated November 18, 2008 among the Company and J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. as representatives of the several underwriters listed therein. The Bonds will be a separate series of securities issued and secured by the Mortgage and Deed of Trust, dated as of July 1, 1939, between the Company and the Bank of New York Mellon Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as trustee (the “Mortgage”), as supplemented and amended by forty indentures supplemental thereto (together, the “Supplemental Indentures”), and will be further amended and supplemented by a forty-first supplemental indenture thereto (together with the Mortgage and the Supplemental Indentures, the “Amended Mortgage”), the form of which is filed as Exhibit 4.1 to this Current Report on Form 8-K.

The Company will pay interest on the Bonds on June 1 and December 1 of each year, beginning on June 1, 2009. The Bonds will bear interest at a rate of 8.625% per year and will mature on December 1, 2018. The Company will be able to redeem the Bonds at any time in whole, or from time to time in part, at a redemption price equal to the greater of: (a) 100% of the principal amount redeemed, plus accrued and unpaid interest on those Bonds to the redemption date, or (b) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Bonds to be redeemed (not including any portion of payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis at the adjusted treasury rate plus 50 basis points, plus accrued and unpaid interest on those Bonds to the redemption date. The Bonds will be secured equally with all other bonds outstanding or hereafter issued under the Mortgage. The Bonds will be issued in minimum denominations of $1,000 and in multiples of $1,000.

The Bonds will be issued pursuant to a registration statement on Form S-3ASR (File No. 333-141899) previously filed with the Securities and Exchange Commission on April 5, 2007 (the “Registration Statement”). The foregoing description of the Bonds and the Amended Mortgage is qualified by reference to the description of the Bonds presented under the caption “Description of Bonds” in the prospectus supplement dated November 18, 2008 and filed with the Securities and Exchange Commission on November 20, 2008 and under the caption “Description of First Mortgage Bonds” in the prospectus contained in the Registration Statement and the full text of the Amended Mortgage.


Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits.

 

Exhibit
Number

  

Description

  1.1    Underwriting Agreement among the Company and J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. as representatives of the several underwriters
  4.1    Form of Forty-First Supplemental Indenture, dated as of November 25, 2008, by and between the Company and the Bank of New York Mellon Trust Company, N.A., as successor to Harris Trust and Savings Bank
  5.1    Opinion of Larry D. Irick
23.1    Consent of Larry D. Irick (contained in Exhibit 5.1)


SIGNATURES

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 hereunto duly authorized.

 

  WESTAR ENERGY, INC.
Date: November 21, 2008   By:  

/s/ Larry D. Irick

  Name:   Larry D. Irick
  Title:   Vice President, General Counsel and Corporate Secretary


Index to Exhibits

 

Exhibit
Number

  

Description

  1.1    Underwriting Agreement among the Company and J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. as representatives of the several underwriters
  4.1    Form of Forty-First Supplemental Indenture, dated as of November 25, 2008, by and between the Company and the Bank of New York Mellon Trust Company, N.A., as successor to Harris Trust and Savings Bank
  5.1    Opinion of Larry D. Irick
23.1    Consent of Larry D. Irick (contained in Exhibit 5.1)