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                                                                   EXHIBIT 3.5


                            ARTICLES OF INCORPORATION

                                       OF

                                  WestSec, Inc.


         The undersigned sole incorporator hereby undertakes to form and
establish a corporation FOR PROFIT under the laws of the State of Kansas.

         FIRST: The name of the Corporation is WestSec, Inc.

         SECOND: The location of its registered office in this state is 818
Kansas Avenue, Topeka, Shawnee County, Kansas, 66612.

         THIRD: The name and address of its resident agent in this state is
Stacy F. Kramer, 818 Kansas Avenue, Topeka, Shawnee County, Kansas 66612.

         FOURTH: This Corporation is organized FOR PROFIT and the nature of its
business is to engage in any lawful act or activity for which corporations may
be organized under the Kansas General Corporation Code. Provided however, this
Corporation may not engage in the business of an electric or retail natural gas
utility.

         FIFTH: The Corporation is authorized to issue only one class of common
stock. The total number of shares of stock which the Corporation shall have
authority to issue shall be ONE THOUSAND (1,000) Shares of NO PAR VALUE COMMON
STOCK. Such shares may be issued for such consideration as is determined from
time to time by the Board of Directors of the Corporation.

         SIXTH: The business and affairs of the Corporation shall be managed by
its Board of Directors. The powers of the Incorporator are to terminate upon the
filing of the ARTICLES OF INCORPORATION with the Secretary of State. The name
and mailing address of the person who is to serve as sole Director until the



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first meeting of Stockholders or until his successor is duly elected and
qualified is:

                                 Mark A. Ruelle
                             818 South Kansas Avenue
                              Topeka, Kansas 66601

         The number of Directors, if more than one, shall be fixed by, or in the
manner provided in, the BYLAWS of the Corporation. Directors need not be
Stockholders of the Corporation.

         SEVENTH: The name and mailing address of the sole incorporator is:

                               Richard D. Terrill
                             818 South Kansas Avenue
                              Topeka, Kansas 66601

         EIGHTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and its Directors and Stockholders, it is
further provided:

         a. In furtherance, and not in limitation of the powers conferred by the
laws of the State of Kansas, the Board of Directors is expressly authorized and
empowered:

         (1) To make, alter, amend or repeal the Bylaws in any manner not
inconsistent with the laws of the State of Kansas or these Articles of
Incorporation, subject to the power of the Stockholders to amend, alter or
repeal the Bylaws made by the Board of Directors or to limit or restrict the
power of the Board of Directors so to make, alter, amend or repeal the Bylaws;

         (2) Without the assent or vote of the Stockholders, to authorize and
issue obligations of the Corporation, secured or unsecured, to include therein
such provisions as to redeemability, convertibility or otherwise, as the Board
of Directors in its sole discretion may determine, and to authorize 



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the mortgaging or pledging, as security therefor, of any property of the
Corporation, real or personal, including after-acquired property;

         (3) To determine the manner in which the votes of Stockholders for the
election of Directors shall be evidenced, which need not be by written ballot.

         b. Any Director or any Officer elected or appointed by the Stockholders
or by the Board of Directors may be removed at any time in such manner as shall
be provided in the Bylaws of the Corporation.

         c. The holders of this Corporation's Common Stock shall not have
preemptive rights.

         d. Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them or between this Corporation
and its Stockholders or any class of them, any court of competent jurisdiction
within the State of Kansas, on the application in a summary way of this
Corporation or of any creditor or Stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under the provisions of
K.S.A. 17-6901 or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under the provisions of
K.S.A. 17-6808, may order a meeting of the creditors or class of creditors, or
of the Stockholders or class of Stockholders of this Corporation, as the case
may be, to be summoned in such manner as said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, or of the Stockholders or class of Stockholders of this Corporation,
as the case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as consequence of such compromise or
arrangement, said reorganization, if sanctioned by the court to which said
application has been made, shall be binding on all the creditors or class of
creditors, or on all the Stockholders or 



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class of Stockholders of this Corporation, as the case may be, and also on this 
Corporation.

         NINTH:

         1.       Elimination of Certain Liability of Directors.

         A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under the provisions of K.S.A. 17-6424 and amendments
thereto, or (iv) for any transaction from which the director derived an improper
personal benefit.

         2.       Indemnification and Insurance.

         (a) Right to Indemnification.

         Each person who was or is made a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer, of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Kansas General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide 



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broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and administrators:
provided, however, that, except as provided in paragraph (b) hereof, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section shall be
a contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition: provided, however, that, if the Kansas General corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise. The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.



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         (b) Right of Claimant to Bring Suit.

         If a claim under paragraph (a) of this Section is not paid in full by
the Corporation within thirty days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the Kansas
General Corporation Law for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Kansas General Corporation Law,
nor an actual determination by the Corporation (including its Board of
Directors, independent, legal counsel, or its stockholders) that the claimant
has not met such applicable standard or conduct, shall be a defense to the
action or create a presumption that the claimant has not met the applicable
standard of conduct.

         (c) Non-Exclusivity of Rights.

         The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Article shall not be exclusive of any other right which any person may have or
hereafter acquire under any statue, provision of the Articles of Incorporation,



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by-law, agreement, vote of stockholders or disinterested directors or otherwise
and the Corporation is specifically authorized to provide indemnification to its
directors and officers providing broader coverage than that afforded by the
Kansas General Corporation Law through indemnification agreements.

         (d)  Insurance.

         The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Kansas General Corporation Law.

         TENTH: To the extent permitted by the Kansas General Corporation Code,
any action which may be taken at any annual or special meeting of either
stockholders or directors may be taken without a meeting, without prior notice
and without a vote if a consent in writing, setting forth the action taken is
signed by (i) all of the holders of the Corporation's issued and outstanding
shares in the case of the Stockholders or (ii) all of the duly elected and
serving Directors, in the case of the Directors.

         IN WITNESS WHEREOF, I have hereunto subscribed my name as sole
incorporator this 13th day of December, 1996.


                               /s/ RICHARD D. TERRILL
                               ----------------------------------
                               Richard D. Terrill



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STATE OF KANSAS   )
                  ) ss:
COUNTY OF SHAWNEE )


         BE IT REMEMBERED, that on this 13th day of December, 1996, before me,
the undersigned, a Notary Public in and for the County and State aforesaid, came
Richard D. Terrill who personally is known to me to be the same person who
executed the foregoing ARTICLES OF INCORPORATION and duly acknowledged the
execution of the same as his free and voluntary act and deed.

         IN WITNESS WHEREOF, I have hereto set my hand affixed my notarial seal
the day and year last above written.

                                                 /s/ RITA J. PETTY
                                           -----------------------------------
                                                    Notary Public

My Appointment expires:



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