<PAGE>

                                   FORM 10-Q



                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                          OF THE SECURITIES ACT OF 1934



For Quarter Ended:  December 31, 1999

Commission File Number:  2-95465-S

                     WESTAR FINANCIAL SERVICES INCORPORATED
              (Exact name of registrant as specified in its charter)

              Washington                             91-1715252
    (State or other jurisdiction of     (IRS Employer Identification Number)
     Incorporation or organization)

            The Republic Building;  Olympia, WA               98501
          (Address of principal executive office)          (Zip Code)

Registrant's telephone number, including area code:  (360) 754-6227


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.

                       Yes:   X           No: ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:

             Common Stock                             2,293,720
                Class              Number of Shares Issued at December 31, 1999


<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Westar Financial Services Incorporated and Subsidiaries
Consolidated Balance Sheets
as of December 31, 1999 and March 31, 1999

<TABLE>
<CAPTION>
                                                                           December 31                 March 31
                                                                              (Unaudited)
                                                                           -------------------    -------------------
<S>                                                                        <C>                    <C>

Cash                                                                                 $800,596               $925,204
Accounts receivable, net of allowance
  for credit losses                                                                   375,350                253,697
Credit enhancement receivable, net of
  allowance for credit losses                                                       2,237,656              1,039,895
Net investment in direct finance leases, net of
  allowance for credit losses                                                                                102,539
Operating leases held for sale, net of allowance
  for credit losses                                                                   685,852              9,640,013
Deferred tax asset, net of valuation allowance
  Of $4,202,242 and $3,482,518, respectively
Other assets                                                                        1,128,948                533,937
                                                                           -------------------    -------------------

                                                                                   $5,228,402            $12,495,285
                                                                           ===================    ===================


Accounts payable                                                                   $1,980,875             $1,670,233
Notes payable to bank                                                               1,704,797              9,942,938
Notes payable affiliates                                                            7,584,130              6,438,359
Other liabilities                                                                   3,264,185              1,687,211
                                                                           -------------------    -------------------

                                                                                   14,533,987             19,738,741
                                                                           -------------------    -------------------


Redeemable preferred stock                                                          1,273,000              1,548,000
                                                                           -------------------    -------------------


Common stock, no par value                                                          3,666,895              3,239,795
Paid in capital - stock warrants                                                      371,495                371,495
Accumulated deficit                                                               (14,616,975)           (12,402,746)
                                                                           --------------------   --------------------

                                                                                  (10,578,585)            (8,791,456)
                                                                           --------------------   --------------------

                                                                                   $5,228,402            $12,495,285
                                                                           ===================    ===================
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>

Westar Financial Services Incorporated and Subsidiaries
Consolidated Statements of Operations
For the three months and nine months ended December 31, 1999 and 1998

<TABLE>
<CAPTION>

(Unaudited)                                                   Three Months Ended                       Nine Months Ended

                                                          1999                 1998                 1999               1998
                                                    -------------------  ------------------   -----------------  -----------------
<S>                                                <C>                  <C>                  <C>                <C>
Revenues:
Revenues from sales and securitizations                   $24,824,495          $25,464,480          $80,963,921        $53,720,095
Earned income on direct financing leases                                             6,474                  494            629,509
Revenues from operating leases                                423,284              436,590            1,247,318            633,951
Administrative fee income                                     460,110              258,624            1,397,374            554,636
Service fee income                                             98,463               39,510              242,254             90,323
Other income                                                   11,430               10,559              144,655             66,608
                                                    -------------------  ------------------   ------------------  -----------------

Gross revenues                                             25,817,782           26,216,237           83,996,016         55,695,122


Direct Costs:
Costs related to sales and securitizations                 24,507,661           24,484,960           80,467,319         52,431,776
Interest                                                       82,910              144,782              287,730            947,622
Depreciation expense on operating leases                      277,897              290,571              865,955            416,216
Provision for credit losses                                     7,500                                    58,000             56,300
Other                                                         133,966              125,704              463,971            304,139
                                                    -------------------  ------------------   ------------------  -----------------

Total direct costs                                         25,009,934           25,046,017           82,142,975         54,156,053
                                                    -------------------  ------------------   ------------------  -----------------

Gross Margin                                                  807,848            1,170,220            1,853,041          1,539,069

General and administrative expenses                         1,163,327              768,141            3,416,466          2,097,029
                                                    -------------------  ------------------   ------------------  -----------------

Income (loss) before subordinated debt interest              (355,479)             402,079           (1,563,425)          (557,960)

Subordinated debt interest expense                           (190,575)            (155,870)            (553,411)          (427,948)
                                                    -------------------  -------------------  ------------------- ------------------

Income (loss) before federal income tax                      (546,054)             246,209           (2,116,836)          (985,908)
benefit

Income tax benefit                                  -------------------  ------------------   ------------------  -----------------
Net income (loss)                                            (546,054)             246,209           (2,116,836)          (985,908)


Dividends on redeemable preferred stock                       (29,437)             (35,797)             (97,393)          (116,713)
                                                    -------------------  -------------------  ------------------- ------------------

Net income (loss) applicable to common stock                 (575,491)             210,412           (2,214,229)        (1,102,621)
                                                    ===================  ==================   =================== ==================

Weighted average number of shares                           2,252,961            2,187,300            2,252,961          2,187,300
                                                    ===================  ==================   ==================  =================

Net income (loss) per common share                              $(.26)                $.09                $(.98)             $(.50)

                                                    ===================  ==================   =================== ==================
</TABLE>
See accompanying notes to consolidated financial statements.


<PAGE>

Westar Financial Services Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
For the nine months ended December 31, 1999 and 1998
(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>

                                                                                          1999                   1998
                                                                                   -------------------    -------------------
<S>                                                                               <C>                    <C>

Net cash provided by  operating activities                                                 $7,582,803            $18,463,220
                                                                                   -------------------    -------------------


Cash flows used in investing activities:
Other                                                                                        (643,308)              (144,518)
                                                                                   --------------------   --------------------

Net cash used in investing activities                                                        (643,308)              (144,518)
                                                                                   --------------------   --------------------


Cash flows from financing activities:
Proceeds from(redemption of) redeemable preferred stock                                        70,000             (2,525,000)
Proceeds from issuance of common stock
Additions to notes payable to banks                                                        68,614,535             32,194,313
Payments on notes payable to banks                                                        (76,852,677)           (50,448,073)
Additions to notes payable - subordinated debt                                              1,395,771              6,749,494
Payments on notes payable - subordinated debt                                                (291,732)            (3,159,473)
Dividends paid on preferred stock                                                                                   (115,793)
Origination costs                                                                                                    (97,831)
                                                                                   -------------------    --------------------

Net cash (used in) provided by financing
  activities                                                                               (7,064,103)           (17,402,363)
                                                                                   --------------------   --------------------

Net (decrease) increase in cash                                                              (124,608)               916,339

Cash:
Beginning of period                                                                           925,204                475,275
                                                                                   -------------------    -------------------

End of period                                                                                $800,596             $1,391,614
                                                                                   ===================    ===================

</TABLE>





See accompanying notes to consolidated financial statements.


<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BASIS OF PRESENTATION

The Company's consolidated annual financial statements presented in the 1999
Annual Report on Form 10-K of the Company includes a summary of significant
accounting policies and notes which should be read in conjunction with this Form
10-Q. The consolidated financial statements include the accounts of Westar Auto
Holding Co., Inc. ("WestAH"), a 100%-owned subsidiary of the Company, Westar
Auto Finance L.L.C. ("WestAF"), a limited liability company owned 99% by the
Company and 1% by WestAH, and Westar Lease Origination Trust, a Massachusetts
business trust registered in the state of Washington, beneficially owned by
WestAF. The statements for the three months and nine months ended December 31,
1999 and 1998, are unaudited, condensed and do not contain all information
required by generally accepted accounting principles to be included in a full
set of annual financial statements. In the opinion of Management, all
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the results of operations for such periods are included. All
significant inter-company accounts and transactions have been eliminated. The
results of operations for the three months and nine months ended December 31,
1999, are not necessarily indicative of the results of operations for the entire
year. This information included in this Form 10-Q should be read in conjunction
with Management's Discussion and Analysis and the consolidated financial
statements and notes thereto included in Westar Financial Services
Incorporated's ("WEST") 1999 Annual Report on Form 10-K.

FORWARD-LOOKING STATEMENTS

Although most of the information contained in this report is historical, certain
statements contain forward-looking information. To the extent these statements
involve, without limitation, product development and introduction plans, the
Company's expectations for growth, estimates of future revenues, expenses,
profit, cash flow, balance sheet items, forecasts of demand or market trends for
the Company's products and for the auto finance industry or any other guidance
on future periods, these statements are forward-looking and involve matters
which are subject to a number of risks and uncertainties that could cause actual
results to differ materially from those expressed in such forward-looking
statements. Readers of this report should consider, along with other relevant
information, the risks identified in this report, and other risks identified
from time to time in the Company's filings with the Securities and Exchange
Commission, press releases and other communications.

INTEREST PAID

The Company paid cash for interest of $221,609 and $226,269 for the three months
and $768,068 and $1,453,146 for the nine months ended December 31, 1999 and
1998, respectively. The change is due to decreased warehouse financing costs,
which is a result of reduced holding time of assets prior to securitization or
sale, a direct benefit of the Company's proprietary, multi-use Carlson Trust
structure.

EARNINGS (LOSS) PER SHARE

Earnings (loss) per share is computed using the weighted-average number of
common shares outstanding for the three months and nine months ended December
31, 1999 and 1998, respectively. Net loss used in the computation of earnings
per share has been increased to include the redeemable preferred stock
dividends. Earnings (loss) per share does not include common stock warrants or
common stock options as the effect is anti-dilutive.


<PAGE>

FEDERAL INCOME TAX

The Company provides a 100% valuation allowance against increases in the
deferred tax asset balance. Recording the initial valuation allowance resulted
in (non-cash) net income tax expense in that year as compared to tax benefits
recorded in prior years. Subsequent increases in the deferred tax asset
allowance offset the tax benefit related to the temporary differences creating
the deferred tax asset and result in no federal income tax expense for the
corresponding period. The deferred tax asset is available for an average of 13
years to offset future reported tax liabilities.

SUBORDINATED DEBT ISSUANCE

In December 1999, the Company extended a subordinated debt agreement with &
Capital, Partners, L.P., which is owned by one director and other unrelated
parties, dated August 31, 1998. The note is due March 10, 2000 and bears
interest at the rate of 9.5%. The note has a balance of $500,000 as of December
31, 1999.

In December 1999, the Company extended a convertible-subordinated debt agreement
with & Capital, Partners, L.P., which is owned by one director and other
unrelated parties, dated August 31, 1998. The note is due March 10, 2000 and
bears interest at the rate of 9%. The note has a balance of $1,500,000 as of
December 31, 1999.

In December 1999, the Company extended a subordinated debt agreement with a
director dated May 24, 1999. The note is due March 10, 2000 and bears interest
at the rate of 9%. The note has a balance of $250,000 as of December 31, 1999.

In December 1999, the Company extended a subordinated debt agreement with Puget
Sound Investors, which is owned by 5 Directors, dated June 1, 1999. The note is
due March 10, 2000 and bears a variable rate of interest of prime plus one
percent. The rate is currently 9.5%. The note has a balance of $600,000 as of
December 31, 1999.

In December 1999, the Company extended a line of credit agreement with Bank One
dated June 25, 1998. The note is due March 10, 2000. The note has a balance of
$500,000 as of December 31, 1999.

SECURITIZATION OR SBAS TRANSACTIONS

The Company completed three Securities Based Asset Sales ("SBASs") in the third
quarter of fiscal 2000 in an aggregate amount of $25 million. The Company's
proceeds were reduced by a credit enhancement of $309,400 and cash reserves in
the amount of $119,700, which is to be received over the life of the portfolio.
The Company continues to service the leases securitized.

The Company completed eight SBASs or Asset-Backed Securitizations ("ABSs") in
the nine months ended December 31, 1999 in an aggregate amount of $81
million. The Company's proceeds from the securitizations were reduced by a
credit enhancement in the amount of $877,000 and cash reserves in the amount
of $341,400, which is to be received over the life of the portfolio. The
Company continues to service the leases. The Company's proprietary
origination/issuer/titling securitization structure, Westar Lease Origination
Trust, has completed fifteen sales of automobile lease-backed securities in
private-placement offerings to date.

The leases sold in the above transactions are operating leases and they are
accounted for in accordance with SFAS 13.


<PAGE>

ORIGINATION CHANNEL EXPANSION

INTERNET

The Company has formed a strategic alliance with DriveOff.com, a subsidiary of
Navidec, Inc. and Wells Fargo Bank, in which WEST is the exclusive financial
administrator for all of the financial transactions generated through the
Driveoff.com site. The Company began financing prime credit lease and loan
originations through Driveoff.com on September 28, 1999. Driveoff.com began its
service in the Rocky Mountain Region and plans to operate nationwide in the
first quarter of calendar 2000.

This 3rd generation Internet automobile acquisition channel is focused on
significantly increasing consumer satisfaction with the process while decreasing
prices to the consumer. The program empowers consumers, allowing them to
negotiate new car purchases and financing 100% online. Consumers are able to
select the vehicle at a firm price, arrange the financing and schedule an
appointment to accept delivery of the vehicle entirely online.

WEST has an agreement with First Union Capital Markets Group ("First Union"),
which provides for its support of the venture through a loan purchase
arrangement with WEST for up to $1 billion annually of loans originated through
DriveOff.com. WEST will retain for its own account the leases originated by the
venture.

INTRANET

The newly announced Intranet origination channel enables WEST in conjunction
with Driveoff.com to offer a bundled vehicle acquisition and financing solution
on a complete turnkey basis to unrelated affinity organizations. The Intranet
program allows each organization to customize its automotive Intranet site to
reflect proprietary or exclusive options. This service is expected to generate
both fee income and lease originations for WEST.

PRIVATE LABEL

The newly announced Private Label origination channel allows financial
institutions to offer competitive pricing and high quality service for auto
leases or loans through outsourcing. The Company's technologies are integrated
into a bank's origination process, which enables the financial institution to
give instant approvals, real time reviews and immediate access to the Company's
auto finance specialists. This service is expected to generate both fee income
and lease originations for WEST.

The diversification provided by four origination channels allows the Company
to build a sustainable competitive advantage by using its proprietary leading
edge decisioning and communications technologies and its proprietary lease
securitization capabilities.

WEST's proprietary, LASIR system, risk management techniques, innovative
technology and diversified funding strategy are designed to allow the Company
to price its products to yield an above-average return on investment while
offering the most credit worthy consumers lower effective finance rates.

COMMON STOCK

In August 1999, the Company converted 275 shares of preferred stock into
$275,000 of common stock.

In September 1999, the Board of Directors elected to receive common stock in
lieu of cash compensation for director's fees. Common stock was issued to the
directors in the amount of $82,100.


<PAGE>

SUBSEQUENT EVENTS

In January 2000, the Company entered into a debt agreement with Navidec Inc.
to borrow $1,200,000. The note is to be repaid no later than March 31, 2000.
The note bears interest at the rate of 6%.

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.


RESULTS OF OPERATIONS AND CHANGES IN FINANCIAL POSITION

Nine months ended December 31, 1999 compared to nine months ended
   December 31, 1998

--------------------------------------------------------------------------------

Westar Financial Services Incorporated ("WEST") and Subsidiaries provide prime
credit quality consumer automobile lease financing through franchised automobile
dealers in the western United States as well as through its Internet, Intranet
and Private Label origination channels. While the Company's statement of
operations reports net income (loss) of approximately $(546,000) and $246,000
for the three months and a net loss of $(2,117,000) and $(986,000) for the nine
months ended December 31, 1999 and 1998, respectively, it is management's
opinion that Dealer Direct Retail Leasing ("DDRL") and internet origination
channels are one of the most scalable, sophisticated and marketable retail
leasing programs currently available and a valuable investment in the Company's
future. WEST has designed and developed a number of financing, lease servicing
and risk management innovations. The Company has invested significant personnel,
time and resources towards its DDRL and new e-finance programs.

Lease origination volumes increased from 568 automobile leases costing $16
million in the prior year to 817 automobile leases costing $24 million in the
current period. The credit quality of originated leases improved from average
FICO scores of 697 in the prior period to 709 in the current period. Lease
originations for the nine months increased from 1,260 leases costing $35 million
in the prior year to 2,545 leases costing $72 million in the current period. The
face value of leases serviced increased 123% from $74 million in the prior year
to $166 million for the third quarter of fiscal 2000.

Revenues for the quarter decreased by approximately $398,500 from $26.2 million
the comparable period of the prior year to $25.8 million. On a year to date
basis, revenues increased $28.3 million, from $55.7 million to $84.0 million.

The decrease in revenues from the prior year was due to assets securitized in
the third quarter fiscal 1999 which were originated in the prior quarter. This
resulted in a $640,000 decrease in proceeds from sales and securitizations.
Revenues from operating leases decreased $13,300 in the third quarter due to the
assets being held a reduced length of time prior to sale or securitization.
Increased volumes of lease originations resulted in a $201,500 increase in
administrative fee income and a $59,000 increase in service fee income.

The 51% year-to-date increase in revenues is primarily due to increased
volumes of lease originations, which lead to the completion of SBASs and ABSs
for approximately $81 million. The Company produced record lease
originations, an increase of 102% from the prior comparable period, and the
increase is reflected in the $842,700 increase in administrative income. The
change in asset classification to operating leases from direct financing
leases resulted in an increase of operating lease income of $613,400 and a
decrease of direct financing lease income of $629,000. The record lease
origination volumes caused servicing fee income to increase $151,900 and
other income to increase $78,000.

Direct costs decreased by $36,100 in the third quarter, from $25.05 million the
comparable quarter of fiscal 1999 to $25.01 million. On a year-to-date basis,
direct costs increased $28 million, from $54 million the prior fiscal year to
$82 million.


<PAGE>

The decrease in direct costs during the third quarter is due to a $61,900
decrease in interest costs due to a reduced length of time warehoused assets
were held prior to sale or securitization, a direct benefit of the Company's
proprietary, multi-use Carlson Trust structure. The reduced warehousing of
assets also contributed to a $75,200 increase in cost of securitizations which
is partially offset by a $41,000 decrease in securitization fees and a $12,700
decrease in depreciation expense. The increase in direct costs year-to-date is
due to the record volumes of lease originations with a cost of $72 million
compared to $35 million in the comparable quarter in the prior year.
Depreciation expense increased $449,700 due to the Company originating operating
leases and the increased volumes. These increases are partially offset by a
$659,900 decrease in direct interest costs.

Gross margins decreased $362,400 the third quarter of fiscal 2000, from
$1,170,200 to $807,800 as a result of the SBASs completed in the third quarter
of fiscal 1999 which included originations from the prior quarter.
Year-to-date, record lease origination volumes and the eight SBASs and ABSs
contributed to gross margins increasing $314,000, from $1,539,100 to $1,853,100
in fiscal 2000. Each of WEST's sales and securitizations in fiscal 2000 produced
positive cash flow.

General and administrative expense increased by approximately $395,200 in the
third quarter, from $768,100 the comparable quarter of fiscal 1999 to
$1,163,300. For the quarter, the increase in general and administrative expense
is a result of increases in: salaries and wages of $177,200, depreciation
expense of $53,200, dealer marketing expense of $38,900 and office equipment
rental expense of $29,800. On a year-to-date basis, general and administrative
expense increased $1,319,400, from $2,097,000 the prior fiscal year to
$3,416,500. For the nine months, the increase in general and administrative
expense is a result of increases in salaries and wages of $599,500,
depreciation expense of $141,500, dealer marketing expense of $88,400, office
equipment rental expense of $70,500 and telephone expense of $46,900.

The increase in salaries and wages expense are the result of increased personnel
in Finance, Operations, Risk Management and Human Resources recruited in
anticipation of greater lease origination volumes due to Internet, Intranet and
Private Label expansion and geographic expansion of the Company's DDRL
operations. The increase in dealer marketing expense reflects a promotional plan
based on increased volumes. In preparation of geographic and Internet expansion,
the Company purchased and leased additional fixed assets, which resulted in
increased depreciation expense and office equipment rental expense. The
increase in telephone expense is in preparation for the expansion in other
origination channels.

LIQUIDITY AND CAPITAL RESOURCES

The Company requires substantial cash to implement its business strategy,
including cash to: (i) acquire vehicles; (ii) satisfy requirements for working
capital; (iii) pay operating expenses; (iv) satisfy debt service; (v) pay
preferred stock dividends; (vi) implement its geographic expansion; (vii) invest
in technology, systems and personnel; and, (viii) pay sales or securitization
costs. A substantial portion of the Company's revenues in any period results
from sales or securitizations of leases in such period. In a securitization
transaction, a portion of the cash underlying such revenues is received over the
life of the leases. The Company has historically been successful in meeting its
liquidity needs through internal cash flow, borrowings from financial
institutions, securitizations and SBASs, portfolio sales and sales of equity and
debt securities.

The Company is integrating three new financing origination channels--Internet,
Intranet and Private Label--with its current DDRL origination channel. The
development of each channel enables the Company to capitalize on its new
technologies and is intended to enhance leadership position in e-finance
industry. To diversify funding strategies, the Company is negotiating several
Asset Backed Commercial Paper ("ABCP"),


<PAGE>

SBASs and term securitization facilities with several investors and expanding
its ABS facilities. The diversification of funding strategies and origination
channels is intended to improve long-term business flexibility, strengthen the
Company's competitive position and build a sustainable competitive advantage.

WEST was the third Company in the nation to structure a free-standing lease
securitization and the first to originate multiple securitizations from within a
single bankruptcy remote structure and to originate a tax benefit transfer from
within an ABSs. As of December 31, 1999, the Company has completed fifteen SBASs
or securitizations. It retains the servicing of the portfolios and receives
servicing income through the life of the lease.

The Company entered into an agreement with Bank One, Columbus NA in July 1995
which initially created a warehouse facility with a $12 million limit. The
facility has been re-negotiated annually to meet the Company's interim financing
needs. This revolving credit warehouse facility is utilized as interim financing
for the acquisition of vehicle leases until sufficient volume is achieved to
sell such leases through an ABS or SBAS transaction. After repayment of the
related borrowings from Bank One, the net proceeds from the sales of originated
leases provide a source of cash for future originations of vehicle leases and
general and administrative expenses. The warehouse facility is currently set at
$15 million. At December 31, 1999 the unused portion of the warehouse line was
$13.8 million. The Company must comply with certain loan covenants. At
December 31, 1999, the Company was out of compliance with specific covenants and
the lender has waived this event through July 1, 2000.

The Company entered into an agreement with First Union in July 1999 whereas
First Union agreed to purchase up to $1 billion of prime credit auto loans
annually from WEST. The loans are generated through its Internet origination
channel. This is a three year commitment which can be renewed at June 30,
2002.

It is the opinion of Management that, as of December 31, 1999, the liquidity
sources discussed above in conjunction with subsequent events noted above are
sufficient to meet the Company's immediate cash flow needs for operations and
for the acquisition of leases in the normal course of business. The Company is
currently in negotiations to obtain additional capital through private
financings to provide for the Company's planned growth over the next several
years. There can be no assurance that such negotiations will be successful.


<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)  Index to Exhibits

              2. Plan of acquisition, reorganization, arrangement, liquidation
                  or succession

                  2.1  Plan and Agreement of Merger between Westar Financial
                       Services Incorporated and Republic Leasing Incorporated
                       incorporated by reference to the Exhibit to Form 10-K
                       dated June 11, 1996.

              3. Articles of Incorporation and Bylaws

                  3.1  The Articles of Incorporation of Westar Financial
                       Services Incorporated filed on February 13, 1996
                       incorporated by reference to the Exhibit to Form 10-K
                       dated June 11, 1996.

                  3.2  The Bylaws of Westar Financial Services Incorporated
                       adopted on February 21, 1996 incorporated by reference to
                       the Exhibit to Form 10-K dated June 11, 1996.

              4.  Instruments defining the rights of security holders, including
                  indentures.

                  4.1  Designation of Rights and Preferences of Republic Leasing
                       Incorporated Series 1 Preferred Stock incorporated by
                       reference to the Exhibit to Form 10-K dated June 11,
                       1996.

                  4.2  Designation of Rights and Preferences of Republic Leasing
                       Incorporated Series 2 Preferred Stock incorporated by
                       reference to the Exhibit to Form 10-K dated June 11,
                       1996.

                  4.3  Designation of Rights and Preferences of Republic Leasing
                       Incorporated Series 3 Preferred Stock incorporated by

<PAGE>

                       reference to the Exhibit to Form 10-K dated June 11,
                       1996.

                  4.4  Designation of Rights and Preferences of Republic Leasing
                       Incorporated Series 4 Preferred Stock incorporated by
                       reference to the Exhibit to Form 10-K dated June 11,
                       1996.

             10. Material Contracts.

                  10.1  Republic Leasing Incorporated 1994 Stock Option Plan
                        incorporated by reference to the Exhibit to Form 10-K
                        dated June 11, 1996.

                  10.2  The Letter Agreement between Republic Leasing
                        Incorporated and The Industrial Bank of Japan, Limited
                        dated March 3, 1995 incorporated by reference to the
                        Exhibit to Form 10-K dated June 11, 1996.

                  10.3  Revolving Credit Agreement among Westar Auto Finance,
                        L.L.C. as Borrower, Republic Leasing Incorporated as
                        Guarantor and Bank One, Columbus, N.A., as the lender
                        dated July 12, 1995 incorporated by reference to the
                        Exhibit to Form 10-K dated June 11, 1996.

                  10.4  Amendment, dated February 15, 1996, to the Revolving
                        Credit Agreement with Bank One, Columbus, N.A., dated
                        July 12, 1995 incorporated by reference to the Exhibit
                        to Form 10-K dated June 11, 1996.

                  10.5  The Promissory Note between Westar Financial Services
                        Incorporated and Mud Bay Holdings Ltd., as the lender
                        dated January 15, 1997 incorporated by reference to the
                        Exhibit to Form 10-K dated September 9, 1997.

                  10.6  The Promissory Note between Westar Financial Services
                        Incorporated and & Capital Inc., as the lender dated
                        April 15, 1997 incorporated by reference to the Exhibit
                        to Form 10-Q dated September 22, 1997.

                  10.7  The Amended and Restated Revolving Credit Loan agreement
                        between Westar Financial Services Incorporated and Bank
                        One, as the lender dated July 22, 1997 incorporated by
                        reference to the Exhibit to Form 10-Q dated November 14,
                        1997.

                  10.8  The Amended agreement between Westar Financial Services
                        Incorporated and & Capital, Partners, L.P., as the
                        lender dated October 20, 1997 incorporated by reference
                        to the Exhibit to Form 10-Q dated November 14, 1997.

                  10.9  The Amended agreement between Westar Financial Services
                        Incorporated and & Capital, Partners, L.P., as the
                        lender dated February 9, 1998 incorporated
                        by reference to the Exhibit to Form 10-Q
                        dated February 17, 1998.

                  10.10 The Amended agreement between Westar Financial Services
                        Incorporated and Bank One as the lender dated
                        October 27, 1997 incorporated by reference
                        to the Exhibit to Form 10-Q dated February
                        17, 1998.


<PAGE>

                  10.11 The Amended agreement between Westar Financial Services
                        Incorporated and Bank One, as the lender dated March 31,
                        1998 incorporated by reference to the Exhibit to Form
                        10-K dated February 17, 1999.

                  10.12 The Amended agreement between Westar Financial Services
                        Incorporated and Mud Bay, as the lender dated March 31,
                        1998 incorporated by reference to the Exhibit to Form
                        10-K dated February 17, 1999.

                  10.13 The Amended agreement between Westar Financial Services
                        Incorporated and Cathy Carlson, as the lender dated
                        April 30, 1998 incorporated by reference to the Exhibit
                        to Form 10-K dated February 17, 1999.

                  10.14 The Amended agreement between Westar Financial Services
                        Incorporated and & Capital, Inc., as the lender dated
                        April 30, 1998 incorporated by reference to the Exhibit
                        to Form 10-K dated February 17, 1999.

                  10.15 The Amended agreement between Westar Financial Services
                        Incorporated and & Capital, Inc., as the lender dated
                        April 30, 1998 incorporated by reference to the Exhibit
                        to Form 10-K dated February 17, 1999.

                  10.16 The promissory note between Westar Financial Services
                        Incorporated and Summit Capital as the lender dated May
                        1, 1998 incorporated by reference to the Exhibit to Form
                        10-K dated February 17, 1999.

                  10.17 The promissory note between Westar Financial Services
                        Incorporated and PLMC, LLC, as the lender dated April
                        30, 1998 incorporated by reference to the Exhibit to
                        Form 10-Q dated March 31, 1999.

                  10.18 The promissory note between Westar Financial Services
                        Incorporated and PLMC, LLC as the lender dated May 11,
                        1998 incorporated by reference to the Exhibit to Form
                        10-Q dated March 31, 1999.

                  10.19 The Amended agreement between Westar Financial Services
                        Incorporated and Bank One, as the lender dated June 25,
                        1998 incorporated by reference to the Exhibit to Form
                        10-Q dated March 31, 1999.

                  10.20 The Second Amended agreement between Westar Financial
                        Services Incorporated and Bank One, as the lender dated
                        July 22, 1998 incorporated by reference to the Exhibit
                        to Form 10-Q dated March 1, 1999.

                  10.21 The purchase/repurchase agreement between Westar
                        Financial Services Incorporated and T&W Financial
                        Services, as the lender dated July 23, 1998 incorporated
                        by reference to the Exhibit to Form 10-Q dated March 1,
                        1999.

                  10.22 The amended agreement for the Westar Financial Services
                        Incorporated 1994 Stock Option Plan dated April 26, 1999
                        incorporated by reference to the Exhibit to Form 10-K
                        dated June 25, 1999.


<PAGE>

                  10.23 The amended agreement between Westar Financial Services
                        Incorporated and Bank One, as the lender dated May 1,
                        1999 incorporated by reference to the Exhibit to Form
                        10-K dated June 25, 1999.

                  10.24 The amended agreement between Westar Financial Services
                        Incorporated and & Capital, Partners, L.P., as the
                        lender dated April 1, 1999 incorporated by reference to
                        the Exhibit to Form 10-K dated June 25, 1999.

                  10.25 The amended agreement between Westar Financial Services
                        Incorporated and & Capital, Partners, L.P., as the
                        lender dated April 1, 1999 incorporated by reference to
                        the Exhibit to Form 10-K dated June 25, 1999.

                  10.26 The amended agreement between Westar Financial Services
                        Incorporated and a director, as the lender dated May 24,
                        1999 incorporated by reference to the Exhibit to Form
                        10-K dated June 25, 1999.

                  10.27 The agreement between Westar Financial Services
                        Incorporated and Puget Sound Investors, as the lender
                        dated June 1, 1999 incorporated by reference to the
                        Exhibit to Form 10-K dated June 25, 1999.

                  10.28 The amended agreement between Westar Financial Services
                        Incorporated and & Capital, Partners, L.P., as the
                        lender dated December 1, 1999.

                  10.29 The amended agreement between Westar Financial Services
                        Incorporated and & Capital, Partners, L.P., as the
                        lender dated December 1, 1999.

                  10.30 The amended agreement between Westar Financial Services
                        Incorporated and a director, as the lender dated
                        December 1, 1999.

                  10.31 The amended agreement between Westar Financial Services
                        Incorporated and Puget Sound Investors, dated December
                        1, 1999.

                  10.32 The amended agreement between Westar Financial Services
                        Incorporated and Bank One, dated December 1, 1999.



             27. Financial Data Schedule

        14 (b) Reports ON FORM 8-K

                Form    8-K(A) with respect to change in and disagreements with
                        predecessor accountants was filed with the Securities
                        and Exchange Commission on May 25, 1999


<PAGE>

                                   SIGNATURES

Pursuant to the requirement 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 FINANCIAL SERVICES INCORPORATED




February 4, 2000                   /s/ R. W. Christensen, Jr., President
                                       (Signature)


February 4, 2000                   /s/ Cindy A. Kay, Vice President & Controller
                                       (Signature)