SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark One)
[ ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Plan year ended
OR
[x]TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from December 31, 1992 to October 31, 1993
Commission file number 1-3523
A. Full title of the Plan:
THE GAS SERVICE COMPANY
UNION EMPLOYEES' SAVINGS 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
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THE GAS SERVICE COMPANY
UNION EMPLOYEES' SAVINGS PLAN
FINANCIAL STATEMENTS AS OF OCTOBER 31, 1993 AND DECEMBER 30, 1992
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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Report of Independent Public Accountants
To the Investment and Benefits Committee
of The Gas Service Company Union
Employees' Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of THE GAS SERVICE COMPANY UNION EMPLOYEES' SAVINGS PLAN as of
October 31, 1993 and December 30, 1992, and the related statements of
changes in net assets available for benefits for the period ended
October 31, 1993 and for the year ended December 30, 1992 and the
schedule referred to below. These financial statements and the schedule
are the responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements and the schedule
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 October 31, 1993 and December 30, 1992, and the
changes in net assets available for benefits for the period ended
October 31, 1993 and the year ended December 30, 1992, in conformity
with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of
reportable transactions for the period ended October 31, 1993, is
presented for purposes of additional analysis and is not a required part
of the basic financial statements, but is 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 schedule has been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
As discussed further in Note 1, effective October 31, 1993, the Plan
merged into The Kansas Power and Light Company Employees' Savings Plan.
Kansas City, Missouri, ARTHUR ANDERSEN & CO.
April 15, 1994
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THE GAS SERVICE COMPANY
UNION EMPLOYEES' SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
OCTOBER 31, 1993 AND DECEMBER 30, 1992
1993 1992
ASSETS
INVESTMENTS:
Fund A $ - $15,075,580
Fund B - 4,065,252
Fund C - 1,644,111
Fund D - 1,148,270
Fund E - 1,217,294
Total Investmnts - 23,150,507
INTEREST AND DIVIDENDS RECEIVABLE - 118,450
CONTRIBUTIONS RECEIVABLE:
Employee - 73,169
Employer - 27,871
Total Assets - 23,369,997
LIABILITIES
ACCOUNTS PAYABLE - 2,903
Total Liabilities - 2,903
NET ASSETS AVAILABLE FOR BENEFITS $ - $23,367,094
The accompanying notes to financial statements
are an integral part of these statements.
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<TABLE>
THE GAS SERVICE COMPANY
UNION EMPLOYEES' SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE PERIOD ENDED OCTOBER 31, 1993 AND THE YEAR ENDED DECEMBER 30, 1992
<CAPTION>
1993 1992
<S> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of period $ 23,367,094 $20,329,136
INVESTMENT INCOME:
Interest Income:
Fund A 956,059 1,043,268
Fund C 35,147 55,113
Fund D 293 243
Fund E 79,328 79,677
1,070,827 1,178,301
Dividend Income:
Fund B 71,492 261,756
Fund D 85,882 71,744
157,374 333,500
Net Appreciation in Fair Value of Investments:
Fund B 793,225 301,850
Fund D 196,249 112,642
989,474 414,492
Total Investment Income 2,217,675 1,926,293
CONTRIBUTIONS:
Employee:
Fund A 1,309,985 1,854,535
Fund B 442,978 488,560
Fund C 133,490 199,265
Fund D 91,530 71,968
Employer:
Fund A 499,334 701,870
Fund B 155,629 176,543
Fund C 51,800 75,613
Fund D 32,852 26,928
Total Contributions 2,717,598 3,595,282
FORFEITURES (3,266) (3,495)
FEES (2,240) (900)
WITHDRAWALS (633,843) (2,094,430)
TRANSFERS:
Fund A (17,070,948) (177,249)
Fund B (5,778,746) (134,718)
Fund C (1,412,204) (26,643)
Fund D (1,828,513) (45,855)
Fund E (1,572,607) (327)
Total Transfers (27,663,018) (384,792)
NET INCREASE (23,367,094) 3,037,958
NET ASSETS AVAILABLE FOR
BENEFITS, end of period $ - $23,367,094
The accompanying notes to financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
THE GAS SERVICE COMPANY
UNION EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1993 AND DECEMBER 30, 1992
(1) PLAN DESCRIPTION:
The following brief description of The Gas Service Company Union
Employees' Savings Plan (the Plan) is provided for general information
purposes only. Participants should refer to the Plan agreement for more
complete information.
(a) General--The Plan is a defined contribution plan, established
January 1, 1985, to assist eligible employees of The Gas Service
Company who are covered by a collective bargaining agreement in
establishing a regular savings program. Effective October 31,
1993, the Plan merged into The Kansas Power and Light Company
Employees' Savings Plan (the KPL Plan). The KPL Plan was renamed
the Western Resources, Inc. Employees' 401(k) Savings Plan.
Participant account balances were transferred to the KPL Plan.
Participants are vested in amounts transferred to the KPL Plan to
the extent they were vested in their plan account immediately
prior to the transfer.
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 of between 1% and 10% of earnings subject to certain
Internal Revenue Code limits. These contributions effectively
reduce a participant's earnings because they are withheld from
earnings on a pre-tax basis. In addition to or instead of pre-tax
contributions, participants may elect to make after-tax
contributions of between 1% and 6% of earnings to the Plan.
Pre-tax cash contributions up to the first 6% of a participant's
earnings are matched 50% by the Company. The Plan allows
rollover contributions into the Plan.
Participants are fully vested in their contributions and earnings
thereon. Company matching contributions become fully vested after
three years. Once a participant retires under The Kansas Power
and Light Company Retirement Plan, all contributions become fully
vested.
(c) Investment Funds--Participants may elect to have their
contributions and the Company's matching contributions invested in
Fund A, Fund B, Fund C or Fund D. Allocations between Funds A, B,
C and D must be made in 10% increments. Participants may also
elect once per quarter to transfer their interests between funds.
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Fund A is invested entirely in the Western Resources Investment
Contract Fund, a fund which invests in investment contracts issued
by insurance companies that are viewed by Vanguard Fiduciary Trust
Company as being financially sound and are highly rated by the
major credit agencies. Principal of investments in the Fund, and
interest thereon, are obligations of the insurance companies.
Neither Vanguard nor the Company guarantees either principal or
interest in such investments.
Fund B is invested entirely in the Vanguard Windsor Fund, a
diversified equity fund invested in equity securities providing
dividend and capital appreciation income.
Fund C is invested entirely in the Vanguard Money Market Trust -
Prime Portfolio, a money market fund invested in commercial paper
and certificates of deposit.
Fund D, established October 1, 1988, with assets transferred from
The Kansas Power and Light Company Tax Reduction Act Stock
Ownership Plan (TRASOP) and Employee Stock Ownership Plan of The
Gas Service Company (ESOP) upon termination is invested primarily
in the Company's common stock. Dividends from stock held in the
fund are used to purchase additional shares of Company stock.
Fund E, established January 1, 1989, is a conduit for the
distribution and repayment of loan proceeds. The investments in
the fund represent loans due from participants.
All five funds are managed by the Plan's trustee, Vanguard
Fiduciary Trust Company. The investments in Funds A and C are
stated at cost plus accrued interest, which approximates market.
Investments in Funds B and D are stated at quoted market values.
Investments in Fund E are stated at face value.
(d) Loans to Participants--In accordance with Plan provisions
participants are permitted to borrow a specified portion of the
vested balances in their individual accounts. Loan interest rates
and terms are established by the Investment and Benefits Committee
and all loans must be approved by that Committee. Loans are
evidenced by promissory notes payable to the Plan and are listed
as Fund E on the 1993 and 1992 statements.
(e) Income Taxes--The Plan obtained its latest determination
letter on January 25, 1988, in which the Internal Revenue Service
stated that the Plan, as then designed, was in compliance with the
applicable requirements of the Internal Revenue Code. The Plan
has been restated and 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 and,
therefore, believes that the Plan was qualified and the related
trust was tax-exempt as of the financial statement date.
<PAGE>
(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' wages are earned.
Upon retirement, death, disability or termination of employment,
all vested balances are paid to the participant or his
beneficiaries in accordance with Plan terms.
(b) Participant Accounts--A separate account is maintained for
each participant. Allocations to participant accounts for
employer and employee contributions are made when the
contributions are received by the trustee. 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.
Forfeitures arise when participants leave the Plan before the
Company contributions become fully vested. Forfeitures are used
to reduce future Company matching contributions.
(c) Administrative Expenses--All administrative expenses of the
Plan were paid by the Company with the exception of loan
administrative charges which were paid by the participants. The
Company has no continuing obligation to pay these expenses.
(d) Reclassifications--Certain reclassifications have been made to
conform the 1992 presentation with the 1993 presentation.
<PAGE>
EIN: 48-0290150
PIN: 009
THE GAS SERVICE COMPANY
UNION EMPLOYEES' SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PERIOD ENDED OCTOBER 31, 1993
Type of Net Gain/
Investment Transaction Number Dollar Value (Loss)
(1)
Vanguard Windsor Fund Purchases 72 1,332,555 -
Sales 63 383,500 30,335
Western Resources, Inc. Purchases 105 3,670,164 -
Income Fund Sales 119 1,710,754 -
(1) Amount shown in this column is cost 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 Gas Service Company
Union Employees' Savings Plan has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
THE GAS SERVICE COMPANY
UNION EMPLOYEES' SAVINGS PLAN
By:
Signature Title Date
S. L. Kitchen
Chairman April 27, 1994
Ira W. McKee, Jr.
Member April 27, 1994
John K. Rosenberg
Member April 27, 1994
William B. Moore
Member April 27, 1994
Fred M. Bryan
Member April 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. 33-23023)
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 Gas
Service Company Union Employees' Savings Plan, into the Company's
previously filed Registration Statement File No. 33-23022.
ARTHUR ANDERSEN & CO.
Kansas City, Missouri,
April 27, 1994
