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, 1993
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _________________ to _________________
Commission file number 1-7324
A. Full title of the Plan:
KANSAS GAS AND ELECTRIC COMPANY
401(K) PLAN
B. Name of issuer of the securities held
pursuant to the plan and the address
of its principal executive office:
KANSAS GAS AND ELECTRIC COMPANY
P.O. Box 208
Wichita, Kansas 67201
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EIN: 48-1093840
PIN: 003
KANSAS GAS AND ELECTRIC COMPANY
401(K) PLAN
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1993 AND 1992
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Investment and Benefits Committee of
Kansas Gas and Electric Company 401(k) Plan:
We have audited the accompanying statements of net assets available for
benefits of Kansas Gas and Electric Company 401(k) Plan as of December 31,
1993 and 1992, and the related statements of changes in net assets available
for benefits for the years then ended. 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
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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, 1993 and 1992, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes as of December 31, 1993, and reportable
transactions for the year then ended 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 audit 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.
Kansas City, Missouri, Arthur Andersen & Co.
June 3, 1994
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EIN: 48-1093840
PIN: 003
KANSAS GAS AND ELECTRIC COMPANY
401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1993 AND 1992
1993 1992
ASSETS
INVESTMENTS:
Fixed Income Fund $ 20,556,410 $19,497,064
Equity-Income Fund 6,462,104 4,531,374
Magellan Fund 15,008,747 10,624,535
Company Common Stock Fund 7,807,715 6,899,490
Participant Loans 2,549,039 1,854,116
Total Investments 52,384,015 43,406,579
INTEREST AND DIVIDENDS RECEIVABLE 210,372 210,231
CONTRIBUTIONS RECEIVABLE:
Participant 0 99,387
Employer 0 79,498
Total Assets 52,594,387 43,795,695
LIABILITIES
ACCOUNTS AND OTHER PAYABLES 13,166 103,847
Total Liabilities 13,166 103,847
NET ASSETS AVAILABLE FOR BENEFITS $ 52,581,221 $43,691,848
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE>
EIN: 48-1093840
PIN: 003
KANSAS GAS AND ELECTRIC COMPANY
401(K) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
1993 1992
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year $43,691,848 $35,997,510
INVESTMENT INCOME:
Interest 1,381,565 1,417,864
Dividends 2,029,188 1,933,691
Net Appreciation in Fair Value
of Investments 2,989,460 724,409
Total Investment Income 6,400,213 4,075,964
CONTRIBUTIONS:
Participant and Rollover 2,915,438 3,165,092
Employer 1,288,853 2,038,370
Total Contributions 4,204,291 5,203,462
OTHER (3,683) (1,267)
BENEFITS PAID (1,711,451) (1,583,821)
NET INCREASE 8,889,370 7,694,338
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $52,581,218 $43,691,848
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE>
KANSAS GAS AND ELECTRIC COMPANY
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
(1) PLAN DESCRIPTION:
The following brief description of the Kansas Gas and Electric Company 401(k)
Plan (the Plan) is provided for general information purposes only.
Participants should refer to the Plan document for more complete information.
(a) General--The Plan is a defined contribution plan, established
January 1, 1987, to assist eligible employees of Kansas Gas and Electric
Company (KG&E). KG&E became a wholly-owned subsidiary of Western
Resources, Inc. (the Company) effective March 31, 1992. The Plan has
continued to operate as a distinct and separate plan for those
participants who were employees of KG&E as of March 31, 1992. Employees
are eligible to participate after one year 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 tax deferred
contributions between 1% and 14% of earnings subject to certain Internal
Revenue Code limits. Prior to April 1, 1993, the Company matched
participant contributions at its discretion. Beginning April 1, 1993,
pretax contributions up to the first 6% of a participant's earnings are
matched 50% by the Company. The Plan allows rollover contributions.
(c) Vesting--Participants are fully vested in their contributions and
earnings thereon. Participants who were eligible to participate in the
Plan prior to April 1, 1994, are also fully vested in the Company's
matching contributions. Employees who become eligible to participate in
the Plan after April 1, 1994, will have a nonforfeitable right to the
Company contributions after three years of service.
(d) Investment Funds--Participants may elect to have their contributions
and the Company's matching contributions invested in funds listed below,
excluding the Loan Fund. Allocations between the funds must be made in
10% increments. Participants may also elect once per quarter to
transfer their interests between funds.
Fixed Income Fund is invested in the Fidelity Employee Benefit U.S.
Government Reserves Portfolio, Fidelity Managed Income Portfolio of the
Fidelity Group Trust for Employee Benefit Plans and also various other
contracts which purchase high-quality, short- and long-term guaranteed
investment contracts (GICs), bank investment contracts (BICs), and
short-term money market instruments.
<PAGE>
Equity-Income Fund is invested entirely in the Fidelity Equity-Income
Fund. The fund invests primarily in income-producing equity securities
which offer a combination of share price appreciation and income
earnings.
Magellan Fund is invested entirely in the Fidelity Magellan Fund, a
diversified equity fund invested in equity securities providing long-
term capital appreciation.
Commpany Common Stock Fund is invested in the Company's common stock.
Dividends from stock held in the fund are used to purchase additional
shares of Company stock.
Loan Fund is a conduit for the distribution and repayment of loan
proceeds. The investments in the fund represent loans due from
participants.
The investments in Fixed Income Fund are valued at contract value. The
investments in Equity-Income Fund, Magellan Fund and Company Common
Stock Fund are stated at quoted market values. Investments in Loan Fund
are stated at face value.
(e) Loans to Participants--After participating in the Plan for 18
months, participants are permitted to borrow a specified portion of the
vested balances in their individual accounts in accordance with the Plan
provisions. Loan interest rates and terms are established by the
Investment and Benefits Committee and all loans must be approved by that
Committee.
(f) Withdrawals While Employed--Participants may withdraw all or a
portion of their pre-tax employee contributions once they have attained
the age of 59 1/2 or in the case of a financial hardship. Financial
hardship is defined as an immediate and heavy financial need resulting
from medical expenses, payment of tuition for post-secondary education,
the purchase of a principal residence, or to prevent eviction from a
principal residence.
(g) Termination Payments--Upon retirement, death, disability or
termination of employment, all balances are paid to the participant or
his beneficiaries in accordance with Plan terms.
(h) Participant Accounts--A separate account is maintained for each
participant. Employer and employee contributions are remitted to the
Trustee and the funds are subsequently transferred to various investment
agents to purchase units of the funds detailed in Note 1(d) above
according to the participant's election. Allocations to participant
accounts for the net of investment income, realized and unrealized
changes in investment market value and Plan expenses are made when such
amounts are earned or incurred.
(i) Income Taxes--The Plan obtained its latest determination letter on
October 21, 1987, in which the Internal Revenue Service stated that the
Plan, as then designed, was in compliance with the applicable
<PAGE>
requirements of the Internal Revenue Code. The Plan has been amended
since receiving the determination letter. However, the Plan
Administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
(j) Plan Termination--The Company may terminate the Plan at any time.
(2) SIGNIFICANT ACCOUNTING POLICIES:
(a) Basis of Accounting--The Plan's financial statements are maintained
on the accrual basis. Employer and employee contributions are accrued
as the employees' salaries are earned.
(b) Administrative expenses--Administrative expenses of the Plan were
paid by the Plan sponsor during the years ended December 31, 1993 and
1992.
(c) Reclassifications--Certain amounts in prior years have been
reclassified to conform with classifications used in the current year.
(3) PLAN AMENDMENTS:
The Plan was amended and restated effective March 31, 1992. Effective
January 1, 1993 the Plan was amended to allow catch-up contributions.
(4) INVESTMENTS:
The following investments represent over 5% of net assets available for
benefits at December 31, 1993 and/or 1992:
1993 1992
Fidelity Management Trust Company -
Managed Income Portfolio $ 2,669,785 $ -
Equity-Income Fund 6,462,104 4,531,374
Magellan Fund 15,008,747 10,624,535
Western Resources, Inc. Common Stock 7,807,715 6,889,554
Metropolitan Insurance Company,
Group Annuity Contract #12651,
general account 15,695,725 15,559,512
(5) SUBSEQUENT EVENT:
Effective January 1, 1994, an additional fund option has been added to the
Plan. The Fidelity Balanced Fund (the Fund) invests in a broadly diversified
portfolio of high yielding securities, including common and preferred stocks
and bonds. The Fund seeks to obtain income as much as possible, consistent
with the preservation of capital.
<PAGE>
(6) FUND INFORMATION:
The following tables present changes in net assets available for benefits in
fund detail for 1993 and 1992.
<PAGE>
<TABLE>
EIN: 48-1093840
PIN: 003
<CAPTION>
Year Ended December 31, 1993
Fixed Equity Company
Income Income Magellan Stock Loan
Fund Fund Fund Fund Fund Other Total
ADDITIONS
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Net appreciation in fair
value of investment $ - $ 841,404 $ 1,399,695 $ 748,361 $ - $ - $2,989,460
Interest 1,106,573 - - - 174,192 100,800 1,381,565
Dividends - 228,448 1,377,567 313,601 - 109,572 2,029,188
1,106,573 1,069,852 2,777,262 1,061,962 174,192 210,372 6,400,213
Contributions:
Participant 1,295,844 463,996 1,000,146 85,066 - - 2,845,052
Employer 610,789 200,864 442,054 35,146 - - 1,288,853
Rollover 9,933 8,949 9,933 41,571 - - 70,386
1,916,566 673,809 1,452,133 161,783 - - 4,204,291
Total additions 3,023,139 1,743,661 4,229,395 1,223,745 174,192 210,372 10,604,504
DEDUCTIONS
Benefits paid (939,626) (147,534) (304,376) (283,692) (23,054) (13,166) (1,711,448)
Other (1,260) (1,565) (858) - - - (3,683)
Total deductions (940,886) (149,099) (305,234) (283,692) (23,054) (13,166) (1,715,131)
Net increase prior to
interfund transfers 2,082,253 1,594,562 3,924,161 940,053 151,138 197,206 8,889,373
Interfund transfers (1,114,180) 308,653 401,060 (139,318) 543,785 - -
Net increase 968,073 1,903,215 4,325,221 800,735 694,923 197,206 8,889,373
Net assets available for
benefits:
Beginning of year 19,393,217 4,531,374 10,624,535 6,904,852 1,854,116 383,754 43,691,848
End of year $20,361,290 $6,434,589 $14,949,756 $7,705,587 $2,549,039 $580,960 $52,581,221
</TABLE>
<PAGE>
<TABLE>
EIN: 48-1093840
PIN: 003
<CAPTION>
Year Ended December 31, 1992
Fixed Equity Company
Income Income Magellan Stock Loan
Fund Fund Fund Fund Fund Other Total
ADDITIONS
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Net appreciation
(depreciaton) in fair
value of investment $ - $ 357,956 $ (697,143) $ 1,063,596 $ - $ - $ 724,409
Interest 1,185,578 1,222 2,833 1,675 120,244 106,312 1,417,864
Dividends - 148,187 1,354,824 326,761 - 103,919 1,933,691
1,185,578 507,365 660,514 1,392,032 120,244 210,231 4,075,964
Contributions:
Participant 1,520,753 459,085 989,511 40,684 - 99,387 3,109,420
Employer 1,008,521 293,473 635,026 21,852 - 79,498 2,038,370
Rollover - - 13,665 42,007 - - 55,672
2,529,274 752,558 1,638,202 104,543 - 178,885 5,203,462
Total additions 3,714,852 1,259,923 2,298,716 1,496,575 120,244 389,116 9,279,426
DEDUCTIONS
Benefits paid (894,729) (168,103) (263,278) (252,349) - (5,362) (1,583,821)
Other (1,061) (109) (97) - - - (1,267)
Total deductions (895,790) (168,212) (263,375) (252,349) - (5,362) (1,585,088)
Net increase prior to
interfund transfers 2,819,062 1,091,711 2,035,341 1,244,226 120,244 383,754 7,694,338
Interfund transfers 3,308,672 715,284 1,887,079 (6,881,321) 970,286 - -
Net increase 6,127,734 1,806,995 3,922,420 (5,637,095) 1,090,530 383,754 7,694,338
Net assets available for
benefits:
Beginning of year 13,265,483 2,724,379 6,702,115 12,541,947 763,586 - 35,997,510
End of year $19,393,217 $4,531,374 $10,624,535 $ 6,904,852 $1,854,116 $383,754 $43,691,848
</TABLE>
<PAGE>
EIN: 48-1093840
PIN: 003
KANSAS GAS AND ELECTRIC COMPANY
401(K) PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
MARKET
DESCRIPTION SHARES COST VALUE
*Fidelity Employee Benefit
U.S. Government Reserves
Portfolio 617,933 $ 617,933 $ 617,933
*Fidelity Managed Income
Portfolio of the Fidelity
Group Trust for Employee
Benefit Plans 2,669,785 2,669,785 2,669,785
Metropolitan Life Insurance
Company, Group Annuity
Contract #12651, general
account 15,695,725 15,695,725 15,695,725
John Hancock Mutual Life
Insurance Company, Group
Annuity Contract #5647,
general account 1,572,967 1,572,967 1,572,967
*Fidelity Investments,
Fidelity Equity-Income Fund 190,961 5,247,711 6,462,104
*Fidelity Investments, Fidelity
Magellan Fund 211,838 14,154,953 15,008,747
*Western Resources, Inc.
Common Stock 223,877 5,651,197 7,807,715
*Participants Loans, at interest
rates ranging from 5.7%
to 14.0% - 2,549,039
Total Investments $47,610,271 $52,384,015
* Investment with party-in-interest to the plan.
<PAGE>
EIN: 48-1093840
PIN: 003
KANSAS GAS AND ELECTRIC COMPANY
401(K) PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
TYPE OF NUMBER OF NET GAIN
INVESTMENT TRANSACTION TRANSACTION DOLLAR VALUE (LOSS)
(1)
Fidelity Magellan Fund Purchases 127 4,215,819 -
Sales 46 1,231,301 64,307
Fidelity Managed Income Purchases 18 5,141,707 -
Portfolio of the Fidelity Sales 6 131,780 -
Group Trust for Employee
Benefit Plans
Fidelity Employee Benefit U.S. Purchases 114 4,947,453 -
Government Reserves Portfolio Sales 109 7,583,206 -
1) Amounts shown in this column are costs of purchases or proceeds from sales.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Investment and Benefits Committee for the Kansas Gas and Electric Company
401(k) Plan has duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
KANSAS GAS AND ELECTRIC COMPANY
401(K) PLAN
By:
Signature Title Date
S. L. Kitchen Chairman June 27, 1994
Ira W. McKee, Jr. Member June 27, 1994
John K. Rosenberg Member June 27, 1994
William B. Moore Member June 27, 1994
Fred M. Bryan Member June 27, 1994
<PAGE>
EXHIBIT INDEX
All exhibits marked "I" under the Page column are incorporated herein by
reference.
Exhibit
Number Description of Documents Page
23 Consent of Independent Public Accountants (filed
electronically)
99 Summary Plan Description for The Kansas Power and I
Light Company Employees' Savings Plan. (filed as
Exhibit 28 (a) to Registration Statement No. 33-47344).
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K for the Kansas Gas and Electric Company
401(k) Plan, into the Company's previously filed Registration Statement File
No. 33-47344.
Arthur Andersen & Co.
Kansas City, Missouri
June 27, 1994
