SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Plan Year Ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ____ to _________________
Commission file number 1-3523
A. Full title of the Plan:
WESTAR COMMUNICATIONS, INC.
401(k) PROFIT SHARING PLAN
(formerly Westar Security Services, Inc.
401(k) Profit Sharing Plan)
B. Name of issuer of the securities held
pursuant to the plan and the address
of its principal executive office:
WESTERN RESOURCES, INC.
818 Kansas Avenue
Topeka, Kansas 66612
EIN: 48-1123483
PN: 001
WESTAR COMMUNICATIONS, INC. 401(k) PROFIT SHARING PLAN
(formerly Westar Security Services, Inc. 401(k) Profit Sharing Plan)
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
Report of Independent Public Accountants
To the Investment and Benefits Committee of
Westar Communications, Inc. 401(k) Profit Sharing Plan:
We have audited the accompanying statements of net assets available for
benefits of WESTAR COMMUNICATIONS, INC. 401(k) PROFIT SHARING PLAN (formerly
Westar Security Services, Inc. 401(k) Profit Sharing Plan) (the Plan) as of
December 31, 1999 and 1998, and the related statements of changes in net
assets available for benefits for the years ended December 31, 1999 and 1998.
These financial statements and the schedules referred to below are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998, and the changes in net assets available for
benefits for the years ended December 31, 1999 and 1998, in conformity with
accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes at end of year as of December 31, 1999 and
supplemental schedule of nonexempt transactions are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
Kansas City, Missouri,
June 16, 2000
EIN: 48-1123483
PN: 001
WESTAR COMMUNICATIONS, INC. 401(k) PROFIT SHARING PLAN
(formerly Westar Security Services, Inc. 401(k) Profit Sharing Plan)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
1999 1998
ASSETS
INVESTMENTS (See Note 3) $339,618 $561,654
CONTRIBUTIONS RECEIVABLE 1,339 -
DIVIDENDS RECEIVABLE 1,846 1,564
Total Assets 342,803 563,218
LIABILITIES
ACCOUNTS PAYABLE 1,151 -
NET ASSETS AVAILABLE FOR BENEFITS $341,652 $563,218
The accompanying notes to financial statements
are an integral part of these statements.
EIN: 48-1123483
PN: 001
WESTAR COMMUNICATIONS, INC. 401(k) PROFIT SHARING PLAN
(formerly Westar Security Services, Inc. 401(k) Profit Sharing Plan)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
ADDITIONS:
INVESTMENT INCOME-
Net Appreciation (Depreciation)in
Fair Value of Investments $ (9,209) $ 1,834
Interest & Dividends 29,331 28,351
Total Investment Income 20,122 30,185
CONTRIBUTIONS
Participant 43,622 37,108
Employer 3,823 -
Rollover - 153,918
Total Contributions 47,445 191,026
Total Additions 67,567 221,211
DEDUCTIONS:
Other 1,318 -
Benefits Paid 3,526 9,381
Total Deductions 4,844 9,381
ROLLOVER TO OTHER PLANS (284,289) -
NET INCREASE (DECREASE) (221,566) 211,830
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 563,218 351,388
End of period $341,652 $563,218
The accompanying notes to financial statements
are an integral part of these statements.
WESTAR COMMUNICATIONS, INC. 401(k) PROFIT SHARING PLAN
(formerly Westar Security Services, Inc. 401(k) Profit Sharing Plan)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
(1) PLAN DESCRIPTION:
The following brief description of the Westar Communications, Inc. 401(k)
Profit Sharing Plan (formerly Westar Security Services, Inc. 401(k) Profit
Sharing Plan)(the Plan) is provided for general information purposes only.
Participants should refer to the plan document for more complete information.
(a) General--In 1995, Western Resources, Inc. (WRI) acquired two
security service providers, Mobilfone Security of Topeka and
Communications & Signaling, Inc. (CSI), which together formed the WRI
subsidiary, Westar Security Services, Inc. (the Company). Westar
Communications was previously part of the Westar Security Services
subsidiary, but was retained as a wholly-owned operation of Western
Resources when security assets were combined with Protection One. This
defined contribution plan was established for employees of the Company
effective February 1, 1996.
All employees are eligible to participate in the Plan after ninety days
of service. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA), as amended.
(b) Contributions--Participants are allowed to make elective deferral
contributions of between 1 percent and 14 percent of taxable wages
subject to certain Internal Revenue Code limits. These contributions
effectively reduce a participant's taxable wages because they are
withheld from earnings on a pre-tax basis. An employee may transfer a
qualifying rollover distribution to the trustee under the Plan subject
to terms and conditions of the Plan.
The Company may make qualified nonelective employer contributions or
regular employer contributions at its discretion. In order to share in
either employer contribution, the eligible employee must be an employee
of the Company on the last day of the plan year and must have completed
1,000 hours of service during the plan year.
Participants are fully vested in elective deferral contributions,
qualified nonelective employer contributions, and amounts representing
qualifying rollover distributions. Participants vest in regular
employer contributions on a five-year graded schedule. Upon retirement,
death, disability or termination of employment, all vested balances are
paid to the participant or his beneficiaries in accordance with plan
terms.
(c) Loans to Participants--In accordance with plan provisions,
participants are permitted to borrow a specified portion of the vested
balances in their individual accounts. Loans are evidenced by
promissory notes payable to the Plan.
(d) Tax Status--The Plan obtained a determination letter on March 27,
1998, in which the Internal Revenue Service stated the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The plan administrator believes the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code and, therefore, no provision
for income taxes has been included in these financial statements.
(e) Plan Termination--Although it has not expressed an intent to do so,
the Company is free to terminate the Plan at any time subject to the
provisions of ERISA. Upon termination, all participant accounts remain
fully vested.
(2) SIGNIFICANT ACCOUNTING POLICIES:
(a) Basis of Accounting--The Plan's financial statements are maintained
on the accrual basis. Employee contributions are accrued as the
employees' salaries are earned.
(b) Use of Estimates--The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
(c) Participant Accounts--A separate account is maintained for each
participant. Allocations to participant accounts for employee
contributions are made when the contributions are received by the
trustee. Allocations to participant accounts for the net of interest
dividends, realized and unrealized changes in investment market value
and plan expenses are made when such amounts are earned or incurred.
Forfeitures arise when participants leave the Plan before any
discretionary regular employer contributions become fully vested.
Forfeitures are reallocated to the accounts of all participants entitled
to share in the employer contribution.
(d) Administrative Expenses--All administrative expenses of the Plan are
paid by the Company with the exception of loan administrative charges
which will be paid by the participants. The Company has no continuing
obligation to pay these expenses.
(e) Investment Valuation--the Plan's investments are stated at fair
value. Quoted market prices are used to value investments. Shares of
mutual funds are valued at the net asset value of shares held by the
Plan at year end.
(3) INVESTMENTS:
The following investments represent over 5% of net assets available for
benefits at December 31:
1999 1998
Vanguard Windsor Fund $49,782 $114,278
Western Resources, Inc.
Common Stock Fund 57,391 97,675
Fidelity Magellan Fund 43,132 97,381
Vanguard PRIMECAP Fund 63,682 105,159
Vanguard 500 Index Fund 13,014 49,921
Vanguard Wellington Fund 32,927 31,325
Vanguard International
Growth Fund 18,290 20,968
Loan Fund 43,052 16,962
The net change in realized and unrealized appreciation (depreciation) in fair
value of investments included in the statement of changes in net assets
available for plan benefits for the year ended December 31, 1999, consisted of
the following:
Vanguard Total Bond Market
Index Fund $ (102)
Fidelity Magellan Fund 9,122
Vanguard Index 500 Fund 5,432
Vanguard Windsor Fund 5,299
Vanguard Wellington Fund (155)
Vanguard PRIMECAP Fund 17,351
Vanguard International Growth Fund 4,449
Western Resources, Inc.
Common Stock Fund (50,604)
$(9,209)
(4) ASSET TRANSFERS:
The accounts of participants who change employment status and new employees
with assets in previous employers' qualified plans are transferred into the
Plan in accordance with plan provisions. Such changes are reflected as
rollovers into and out of the Plan in the accompanying Statement of Changes in
Net Assets Available for Benefits.
(5) PARTICIPANT-DIRECTED FUND INVESTMENTS:
The Accounting Standards Executive Committee issued Statement of Position 99-3
"Accounting For and Reporting of Certain Defined Contribution Plan Investments
and Other Disclosure Matters" (SOP) which eliminates the requirement for a
defined contribution plan to disclose participant-directed investment
programs. The SOP was adopted for the 1999 financial statements and as such,
the 1998 financial statements have been reclassified to eliminate participant
directed fund investment program disclosures.
(6) NONEXEMPT TRANSACTIONS:
The Company remitted to the plan on January 29, 1999 certain contributions in
the amount of approximately $1,580 with respect to December 1998
contributions. This remittance was later than the maximum allowable time for
transmitting participant contributions under regulations of the U.S.
Department of Labor and may have constituted a prohibited transaction under
the Employee Retirement Income Security Act of 1974, as amended, and Section
4975 of the Internal Revenue Code of 1986, as amended. The Employer is
collecting data and is considering what further steps should be taken, if any.
EIN: 48-1123483
PN: 001
WESTAR COMMUNICATIONS, INC. 401(k) PROFIT SHARING PLAN
(formerly Westar Security Services, Inc. 401(k) Profit Sharing Plan)
Part IV-Line 4i- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
Current
Description Value
Vanguard Windsor Fund $ 49,782
Vanguard Prime Money Market Fund 14,253
Vanguard Wellington Fund 32,927
Vanguard 500 Index Fund 13,014
Vanguard PRIMECAP Fund 63,682
Fidelity Magellan Fund 43,132
Vanguard International Growth Fund 18,290
Vanguard Total Bond Market Index Fund 1,324
Vanguard Investment Contract Trust 2,771
*Western Resources, Inc. Common
Stock Fund 57,391
* Participant Loans, at interest rates
of 7.75% to 8.5% 43,052
Total investments $339,618
*Investment with party-in-interest to the Plan.
EIN: 48-1123483
PN: 001
WESTAR COMMUNICATIONS, INC. 401(k) PROFIT SHARING PLAN
(formerly Westar Security Services, Inc. 401(k) Profit Sharing Plan)
SUPPLEMENTAL SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
Identity of Amount of Amount of
Party Involved Description of Transaction Loan Interest
Westar Deemed loan to the Company $1,580 $2
Communications, dated January 25, 1999,
Inc. maturity January 29, 1999,
interest rate 8%
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Investment and Benefits Committee for the Westar Communications, Inc. 401(k)
Profit Sharing Plan (formerly Westar Security Services, Inc. 401(k) Profit
Sharing Plan) has duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
WESTAR COMMUNICATIONS, INC.
401(k) PROFIT SHARING PLAN
By:
Signature Title Date
William B. Moore Chairman June 28, 2000
Bruce A. Akin Member June 28, 2000
Carl M. Koupal, Jr. Member June 28, 2000
Richard D. Terrill Member June 28, 2000
EXHIBIT INDEX
Exhibit
Number Description of Documents Page
23 Consent of Independent Public Accountants (filed
electronically)
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated June 16, 2000, included in the Form 11-K for the
Westar Communications, Inc. 401(k) Profit Sharing Plan (formerly Westar
Security Services, Inc. 401(k) Profit Sharing Plan), into the Western
Resources, Inc. previously filed Registration Statements File Nos. 333-06887
of Western Resources, Inc. on Form S-8.
Arthur Andersen
Kansas City, Missouri,
June 28, 2000
