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 Period of February 1, 1996 - March 31, 1996
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 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
<PAGE1>
EIN: 48-1123483
PN: 001
WESTAR SECURITY SERVICES, INC.
401(K) PROFIT SHARING PLAN
FINANCIAL STATEMENTS FOR THE PERIOD OF FEBRUARY 1, 1996 - MARCH 31, 1996
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE2>
Report of Independent Public Accountants
To the Investment and Benefits Committee of
Westar Security Services, Inc. 401(k) Profit Sharing Plan:
We have audited the accompanying statement of net assets available for
benefits of WESTAR SECURITY SERVICES, INC. 401(K) PROFIT SHARING PLAN as of
February 1, 1996 and March 31, 1996, the related statement of changes in net
assets available for benefits for the two months ended March 31, 1996, and the
schedules referred to below. These financial statements and the schedules 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 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
March 31, 1996, and the changes in net assets available for benefits for the
two months then ended 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 schedules of assets
held for investment purposes as of March 31, 1996 and reportable transactions
for the two months 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 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 7, 1996
<PAGE3>
EIN: 48-1123483
PN: 001
WESTAR SECURITY SERVICES, INC.
401(K) PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 1996
March 31, 1996 February 1, 1996
ASSETS
INVESTMENTS:
GIC Fund $ 94 $
Windsor Fund 24,161 -
Money Market Reserves 360 -
Western Resources, Inc. Common Stock Fund 34,921 -
Wellington Fund 10,610 -
Index Trust - 500 Portfolio Fund 12,384 -
PRIMECAP Fund 10,395 -
Magellan Fund 10,933 -
Total Investments 103,858 -
INTEREST AND DIVIDENDS RECEIVABLE 49 -
NET ASSETS AVAILABLE FOR BENEFITS $103,907 $ -
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE4>
EIN: 48-1123483
PN: 001
WESTAR SECURITY SERVICES, INC.
401(K) PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE TWO MONTHS ENDED MARCH 31, 1996
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year $ -
INVESTMENT INCOME:
Interest 49
Net Depreciation in Fair
Value of Investments (235)
Total Investment Income (186)
PARTICIPANT CONTRIBUTIONS 5,505
TRANSFERS FROM OTHER PLANS 98,588
NET INCREASE 103,907
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $103,907
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE5>
WESTAR SECURITY SERVICES, INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996
(1) PLAN DESCRIPTION:
The following brief description of the 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--The Plan is a defined contribution plan. The Plan was
established for employees of Westar Security Services, Inc. (the
Company).
All employees, except part-time 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% and 14% 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.
(c) Investment Funds--Participants may elect to have their
contributions and the Company's qualified non-elective
contributions invested in the 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.
The GIC Fund is invested primarily in the Vanguard Investment Contract
Trust, 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.
Windsor Fund is invested entirely in the Vanguard/Windsor Fund, a
diversified equity fund invested in equity securities providing dividend
and capital appreciation income.
<PAGE6>
Money Market Fund is invested entirely in the Vanguard Money Market
Reserves, Prime Portfolio, a money market fund invested in commercial
paper and certificates of deposit.
The Western Resources Common Stock Fund invests in Western Resources,
Inc. common stock to provide the possibility of long-term growth through
increases in the value of the stock and the reinvestment of its
dividends. A portion of the fund may also be invested in cash reserves,
such as money market instruments, to accommodate daily transactions.
Loan Fund is a conduit for the distribution and repayment of loan
proceeds. The investments in the fund represent loans due from
participants. No loans are currently outstanding.
Wellington Fund is invested entirely in the Vanguard/Wellington
Fund, a balanced fund which invests in stocks for potential
capital growth and dividend income and in bonds for current income
potential and conservation of principal.
Index Trust-500 Portfolio Fund is invested entirely in the Vanguard
Index Trust-500 Portfolio, a growth and income fund which seeks to
provide long-term capital growth. The Index Trust-500 Portfolio
attempts to provide investment results that correspond to the price and
yield performance of publicly traded stocks, in the aggregate, as
represented by the Standard & Poor's Composite Stock Price Index.
PRIMECAP Fund is invested entirely in the Vanguard/PRIMECAP Fund, a
growth fund seeking long-term growth of capital by investing principally
in a portfolio of common stocks.
Magellan Fund is invested entirely in the Fidelity Magellan Fund,
a diversified equity fund invested in equity securities providing
long-term capital appreciation.
The above funds are managed by Vanguard Fiduciary Trust Company except
the Magellan Fund which is managed by Fidelity Investments Institutional
Services Company. Investments in Investment Contract Trust and Money
Market Reserves are stated at cost which approximates market.
Investments in Windsor Fund, Wellington Fund, PRIMECAP Fund, Index
Trust-500 Portfolio, Magellan Fund, and Western Resources, Inc. Common
Stock Fund are stated at quoted market values. Investments in Loan Fund
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. Loans are evidenced by
promissory notes payable to the Plan. No loans are currently
outstanding.
(e) Income Taxes--The Plan has not yet obtained a determination letter
from the Internal Revenue Service. 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, no
provision for income taxes has been included in these financial
statements.
(f) Plan Termination--The Company is free to 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. Employee contributions are accrued as the
<PAGE7>
employees' salaries 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 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 Company contributions become fully vested. Forfeitures
are used to reduce future Company matching contributions.
(c) 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.
(3) 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.
(4) INVESTMENTS:
The following investments represent over 5% of net assets available for
benefits at March 31, 1996:
March 31, 1996
Vanguard/Windsor Fund $ 24,161
Vanguard Money Market Reserves, Prime Portfolio 35,281
Vanguard/Wellington Fund 10,610
Vanguard Index Trust - 500 Portfolio 12,384
Vanguard/PrimeCap Fund 10,395
Magellan Fund 10,933
(5) FUND INFORMATION:
The following tables present changes in net assets available for benefits in
fund detail for March 31, 1996.
<PAGE8>
<TABLE>
(5) Fund Information (continued):
<CAPTION>
Period Ended March 31, 1996
Company
Money Common
GIC Windsor Market Stock Wellington
Fund Fund Reserves Fund Fund
<S> <C> <C> <C> <C> <C>
ADDITIONS
Investment Income:
Net appreciation
(depreciation) in fair
value of investments $ - $ 59 $ - $ 1 $ (77)
Interest - - - - -
- 59 - 1 (77)
Contributions:
Participant 94 988 138 1,870 496
Employer - - - - -
94 988 138 1,870 496
Total additions 94 1,047 138 1,871 419
Net increase (decrease)
prior to transfers 94 1,047 138 1,871 419
TRANSFERS
Transfers-other plans - 23,114 222 33,050 10,191
Total transfers - 23,114 222 33,050 10,191
Net increase (decrease) 94 24,161 360 34,921 10,610
Net assets available
for benefits:
Beginning of year - - - - -
End of year $ 94 $ 24,161 $ 360 $ 34,921 $ 10,610
(Continued)
</TABLE>
<PAGE9>
<TABLE>
(5) Fund Information (continued):
<CAPTION>
Period Ended March 31, 1996
Index
Trust-500 PRIMECAP
Portfolio Fund Magellan Other Total
<S> <C> <C> <C> <C> <C>
ADDITIONS
Investment Income:
Net appreciation
(depreciation) in fair
value of investments $ (129) $ (45) $ (44) $ - $ (235)
Interest - - - 49 49
(129) (45) (44) 49 (186)
Contributions:
Participant 744 599 576 - 5,505
Employer - - - - -
744 599 576 - 5,505
Total additions 615 554 532 49 5,319
Net increase (decrease)
prior to transfers 615 554 532 49 5,319
TRANSFERS
Transfers-other plans 11,769 9,841 10,401 - 98,588
Total transfers 11,769 9,841 10,401 - 98,588
Net increase (decrease) 12,384 10,395 10,933 49 103,907
Net assets available
for benefits:
Beginning of year - - - - -
End of year $ 12,384 $ 10,395 $ 10,933 $ 49 $ 103,907
</TABLE>
<PAGE10>
EIN: 48-1123483
PN: 001
PAGE 1 OF 1
WESTAR SECURITY SERVICES, INC.
401(K) PROFIT SHARING PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
MARCH 31, 1996
Number Current
Description of Units Cost Value
Vanguard/Windsor Fund 1,566.880 $ 24,102 $ 24,161
Vanguard Money Market Reserves,
Prime Portfolio 35,281.120 35,281 35,281
Vanguard/Wellington Fund 423.911 10,688 10,610
Vanguard Index Trust - 500 Portfolio 204.937 12,513 12,384
Vanguard/PrimeCap Fund 385.136 10,439 10,395
Fidelity Magellan Fund 124.934 10,976 10,933
Vanguard Investment Contract Trust 93.500 94 94
Total Investments $104,093 $103,858
<PAGE11>
<TABLE>
EIN: 48-1123483
PN: 001
WESTAR SECURITY SERVICES, INC.
401(K) PROFIT SHARING PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE TWO MONTHS ENDED MARCH 31, 1996
<CAPTION>
Type of Dollar Net Gain
Investment Transaction Number Value (Loss)
(1)
<S> <C> <C> <C> <C>
Magellan Fund Purchases 4 $ 11,043 $ -
Sales 1 66 (1)
Vanguard/Wellington Fund Purchases 5 10,688 -
Sales - - -
Vanguard/PrimeCap Fund Purchases 6 10,439 -
Sales - - -
Vanguard/Windsor Fund Purchases 5 24,102 -
Sales - - -
Vanguard Investment Contract Purchases 3 100 -
Trust Sales 1 6 -
Vanguard Money Market Reserves, Purchases 8 35,012 -
Prime Portfolio Sales - - -
Vanguard Index Trust 500 Purchases 5 12,513 -
Portfolio Sales 1 5 -
(1) Amount shown in this column is cost of purchases or proceeds from sales.
</TABLE>
<PAGE12>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Investment and Benefits Committee for the 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 SECURITY SERVICES, INC.
401(K) PROFIT SHARING PLAN
By:
Signature Title Date
S. L. Kitchen Chairman June 26, 1996
Ira W. McKee, Jr. Member June 26, 1996
John K. Rosenberg Member June 26, 1996
William B. Moore Member June 26, 1996
David E. Roth Member June 26, 1996
<PAGE13>
EXHIBIT INDEX
Exhibit
Number Description of Documents Page
23 Consent of Independent Public Accountants (filed
electronically)
<PAGE14>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of Western Resources, Inc.
to issue 5,000 shares of common stock, $5.00 par value for Westar Security
Services, Inc. 401(K) Profit Sharing Plan, of our reports dated January 26,
1996 incorporated by reference in Western Resources, Inc. Form 10-K for the
year ended December 31, 1995 and to all references to our Firm included in
this registration statement.
Arthur Andersen LLP
Kansas City, Missouri,
June 19, 1996
