Current Report Filing (8-k)
August 22 2016 - 5:05PM
Edgar (US Regulatory)
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) August 22, 2016
WESTAR ENERGY, INC.
(Exact name of registrant as specified in its charter)
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KANSAS
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1-3523
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48-0290150
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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818 South Kansas Avenue, Topeka, Kansas
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66612
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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WESTAR ENERGY, INC.
Item 7.01.
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Regulation FD Disclosure
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On August 19, 2016, Westar Energy, Inc. released an investor
presentation. A copy of that investor presentation is attached hereto as Exhibit 99.1. This information is available to the public on our website, http://www.WestarEnergy.com. The information furnished pursuant to this Item 7.01, except for the
portions included in Item 8.01 and Exhibit 99.2 as set forth below, will not be incorporated by reference into any registration statement filed by us under the Securities Act of 1933, as amended, unless specifically identified therein as being
incorporated by reference.
The portions of the investor presentation that relate to the pending
merger between Westar Energy, Inc. and Great Plains Energy Incorporated are being filed herewith as Exhibit 99.2 in compliance with Rule 425 of the Securities Act of 1933, as amended.
Item 9.01.
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Financial Statements and Exhibits
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Exhibit 99.1
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Investor Update August 2016
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Exhibit 99.2
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Merger Excerpts from Investor Update August 2016
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Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or
approval. In connection with the proposed transaction between Westar Energy, Inc. (Westar Energy) and Great Plains Energy Incorporated (Great Plains) on July 14, 2016, Great Plains filed with the Securities and Exchange
Commission (SEC) a registration statement on Form S-4 that included a preliminary joint proxy statement of Great Plains and Westar Energy that also constitutes a prospectus of Great Plains. The registration statement was declared
effective by the SEC on August 19, 2016, and Great Plains and Westar Energy commenced mailing the definitive joint proxy statement/prospectus to their respective shareholders on or about August 25, 2016. This material is not a substitute for the
joint proxy statement/prospectus or registration statement or for any other document that Great Plains or Westar Energy may file with the SEC and send to Great Plains and/or Westar Energys shareholders in connection with the proposed
transactions. INVESTORS AND SECURITY HOLDERS OF GREAT PLAINS AND WESTAR ENERGY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by Great Plains or Westar Energy through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by Great Plains will be available free of charge on Great Plains website at www.greatplains.com, in the Investor Relations tab near the bottom of the page, or by
contacting Great Plains Investor Relations Department at 1-800-245-5275. Copies of the documents filed with the SEC by Westar Energy will be available free of charge on Westar Energys website at www.westarenergy.com or by contacting
Westar Energys Investor Relations Department at 785-575-8227.
Great Plains and Westar Energy and their respective directors and
certain of their respective executive officers may be considered participants in the solicitation of proxies with respect to the proposed transactions under the rules of the SEC. Information about the directors and executive officers of Great Plains
may be found in its 2015 Annual Report on Form 10-K filed with the SEC on February 24, 2016, and definitive proxy statement relating to its 2016 Annual Meeting of Shareholders filed with the SEC on March 24, 2016. Information about the directors and
executive officers of Westar Energy may be found in its 2015 Annual Report on Form 10-K filed with the SEC on February 24, 2016, and definitive proxy statement relating to its 2016 Annual Meeting of Shareholders filed with the SEC on April 1, 2016.
These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or
otherwise, will also be included in any proxy statement and other relevant materials to be filed with the SEC when they become available.
Forward
Looking Statements
This communication contains certain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 in connection with the proposed merger of Great Plains and Westar Energy. These statements include statements regarding describe nature of future statements, e.g. the anticipated closing date of the transaction or
anticipated future results. Forward-looking statements may include words like believe, anticipate, target, expect, pro forma,
estimate, intend, guidance or words of similar meaning. Forward-looking statements describe future plans, objectives, expectations or goals. Although Great Plains and Westar Energy believes that these
statements are based on reasonable assumptions, all forward-looking statements involve risk and uncertainty. The factors that could cause actual results to differ materially from these forward-looking statements include those discussed herein
as well as, without limitation, delays in completing the merger, including as a result of delays in obtaining regulatory approval or shareholder approval, changes in general economic conditions and regulatory and legislative changes that adversely
affect the business in which Great Plains and Westar Energy are engaged. These forward looking statements speak only as of the date of this communication, and Great Plains and Westar Energy expressly disclaim any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Great Plains or Westar Energys expectations with regard thereto or any change in events, conditions or circumstances on which
any such statement is based. Please refer to the publicly filed documents of Great Plains and Westar Energy, including the most recent Forms 10-K and 10-Q, for additional information about Great Plains and Westar Energy and about the risks and
uncertainties related to the business of each of Great Plains and Westar Energy which may affect the statements made in this communication.
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 hereunto duly authorized.
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WESTAR ENERGY, INC.
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Date: August 22, 2016
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By:
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/s/ Larry D. Irick
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Name:
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Larry D. Irick
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Title:
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Vice President, General Counsel and Corporate Secretary
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EXHIBIT INDEX
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Exhibit
Number
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Description of Exhibit
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Exhibit 99.1
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Investor Update August 2016
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Exhibit 99.2
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Merger Excerpts from Investor Update August 2016
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