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, 1998
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:
WESTERN RESOURCES, INC.
EMPLOYEES' 401(K) 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
<PAGE>
EIN: 48-0290150
PN: 004
WESTERN RESOURCES, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE>
Report of Independent Public Accountants
To the Investment and Benefits Committee of
Western Resources, Inc. Employees' 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN, as of
December 31, 1998 and 1997, 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 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, 1998 and 1997, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed 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 and of loans or fixed income obligations as of
December 31, 1998, 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 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 25, 1999
<PAGE>
<TABLE>
EIN: 48-0290150
PN: 004
<CAPTION>
WESTERN RESOURCES, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
1998 1997
<S> <C> <C>
ASSETS
INVESTMENTS:
Western Resources, Inc. Investment
Contract Fund $ 53,513,047 $ 62,810,650
Vanguard Windsor Fund 75,724,206 115,488,510
Vanguard Prime Money Market Fund 7,101,463 8,419,646
Western Resources, Inc. Common
Stock Fund 44,988,590 68,105,025
Loan Fund 10,930,989 16,912,202
Vanguard Wellington Fund 14,279,277 16,854,010
Vanguard 500 Index Fund 19,369,245 17,913,964
Vanguard PRIMECAP Fund 27,232,014 27,832,793
Fidelity Magellan Fund 40,652,666 34,871,118
Fixed Income Fund - 15,165,855
Vanguard International Growth Fund 2,056,595 1,876,580
Vanguard Total Bond Market
Index Fund 1,833,739 531,093
Total Investments 297,681,831 386,781,446
Interest and Dividends Receivable 712,136 864,846
CONTRIBUTIONS RECEIVABLE:
Participant - 259,676
Employer - 72,563
Total Assets 298,393,967 387,978,531
LIABILITIES
ACCOUNTS PAYABLE - 89,854
NET ASSETS AVAILABLE FOR BENEFITS $298,393,967 $387,888,677
The accompanying notes to financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
EIN: 48-0290150
PN: 004
<CAPTION>
WESTERN RESOURCES, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
1998 1997
<S> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year $387,888,677 $311,203,104
ADDITIONS:
INVESTMENT INCOME-
Net Appreciation in Fair Value
of Investments 709,357 35,762,049
Interest 5,427,406 5,931,485
Dividends 15,189,930 27,275,525
Total Investment Income 21,326,693 68,969,059
CONTRIBUTIONS:
Participant 10,839,602 15,282,172
Employer 3,154,108 4,463,372
Total Contributions 13,993,710 19,745,544
Total Additions 35,320,403 88,714,603
DEDUCTIONS:
Benefits Paid (15,672,209) (12,054,784)
Other (45,168) (84,920)
Total Deductions (15,717,377) (12,139,704)
TRANSFERS FROM (TO) OTHER PLANS (109,097,736) 110,674
NET INCREASE (DECREASE) (89,494,710) 76,685,573
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $298,393,967 $387,888,677
The accompanying notes to financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
WESTERN RESOURCES, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
(1) PLAN DESCRIPTION:
The following brief description of the Western Resources, Inc. (the Company)
Employees' 401(k) Savings 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, designed to
assist eligible employees in establishing a regular savings plan. The Plan
is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA), as amended.
(b) Contributions--Participants of the plan are allowed to make tax
deferred contributions of between 1 percent and 14 percent of earnings
subject to certain Internal Revenue Code limits. In addition to or
instead of pretax cash contributions, participants can elect to make
after-tax contributions of between 1 percent and 4 percent of earnings.
Cash contributions up to the first 6 percent of a participant's earnings
are matched 50 percent by the Company. Participants are fully vested in
all contributions and earnings thereon. The Plan allows rollover
contributions into the Plan.
Active participants were allowed to make additional contributions each
quarter to meet the maximum contribution percentage based on their
annual compensation. These contributions are considered in determining
matching employer contributions. Matching employer contributions are
suspended for a period of six months in the event that a participant
withdrew money from after-tax and/or company-match accounts.
Upon retirement, death, disability or termination of employment,
all vested balances are paid to the participant or the
participant's beneficiaries in accordance with plan terms.
(c) 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 interest, dividends, realized
and unrealized changes in investment gains and losses and plan
expenses are made when such amounts are earned or incurred.
(d) Investment Funds--During 1998 and 1997, participants in the Plan
could elect to have their contributions and the Company's matching
contributions invested in the funds listed below, excluding the Loan
Fund. Allocations between the funds could be made in 10% increments.
Participants could also elect to transfer investments between funds.
The Western Resources, Inc. Investment Contract Fund is a fund which
invests in investment contracts issued by life insurance companies and
commercial banks, as well as other similar types of fixed principle
investments. Principal of these investments, and interest thereon, are
obligations of the issuing companies. Neither Vanguard, the Company, or
the Federal government guarantees either principal or interest in such
investments.
The Vanguard Windsor Fund is a diversified equity fund invested in
equity securities providing dividend and capital appreciation income.
The Vanguard Prime Money Market Fund is a money market fund invested
in high-quality money market obligations issued by financial institutions,
nonfinancial corporations, U.S. and other governmental agencies, and
repurchase agreements collateralized by such securities.
The Western Resources, Inc. Common Stock Fund 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.
The Loan Fund is a conduit for the distribution and repayment of loan
proceeds. The investments in the fund represent loans due from
participants.
The Vanguard Wellington Fund is 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.
The Vanguard 500 Index Fund is a growth and income fund which seeks to
provide long-term capital growth. The Vanguard 500 Index Fund 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.
The Vanguard 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.
The Fidelity Magellan Fund is invested entirely in the Fidelity Magellan
Fund, a diversified equity fund invested in equity securities providing
long-term capital appreciation.
Fixed Income Fund is invested in a Metropolitan Life Insurance Company
Investment Contract. No new monies are allowed to be deposited in this
fund after the transfer of its interest from the Kansas Gas Electric
401(k) Plan. In 1998, the monies in the Fixed Income Fund were
transferred to The Western Resources, Inc. Investment Contract Fund.
Vanguard International Growth Fund invests in the stocks of about
200 companies located in 30 countries around the world.
Vanguard Total Bond Market Index Fund invests in about 1,500 bonds
from a variety of industries in an attempt to match the performance and
risk characteristics of the unmanaged Lehman Brothers Aggregate Bond
Index. The investments range from short-term bonds that mature in a year to
long-term bonds that mature in 20 or 30 years, giving the Fund an
average maturity of nine years.
The above funds are managed by the Plan's trustee, Vanguard Fiduciary
Trust Company (Vanguard), except the Fidelity Magellan Fund which is
managed by Fidelity Investments Institutional Services Company. All
investments are stated at quoted market values, except as follows.
Investments in Western Resources, Inc. Investment Contract Fund and
Vanguard Prime Money Market Fund are stated at cost which approximates
market value as determined by Vanguard. Investments in the Loan Fund
are stated at face value.
(e) Loans to Participants--Participants are permitted to borrow a
specified portion of the balance in their individual account.
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 over 1 to 5 years for general purpose loans and up to 30
years for principle residence loans, provided the age criteria is
met.
(f) Income Taxes--The Plan obtained its latest determination letter on
May 15, 1996, 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 has been amended since receiving the
determination letter. The plan administrator believes 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 is included in these financial statements.
(g) Plan Termination--The Company is free to terminate the Plan at any
time. 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. Employer and employee contributions are
accrued as the employees' salaries are earned.
(b) Use of Estimates--The preparation of financial statements in
conformity with generally accepted accounting principles 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) 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.
(3) INVESTMENTS:
The following investments represent over 5% of net assets available for
benefits at December 31, 1998 and/or 1997:
1998 1997
Vanguard/Windsor Fund $ 75,724,206 $115,488,510
Western Resources, Inc.
Common Stock 44,549,846 67,941,677
Metropolitan Life Insurance
Company, investment contract
#12651/20105, general account 12,496,317 15,165,269
Fidelity Magellan Fund 40,652,666 34,871,118
Vanguard Prime Money Market Fund 11,956,387 18,398,231
Loan Fund 10,930,989 16,912,202
Vanguard PRIMECAP Fund 27,232,014 27,832,793
Vanguard/Wellington Fund 14,279,277 16,854,010
Vanguard 500 Index Fund 19,369,245 17,913,964
(4) PLAN AMENDMENTS:
Effective January 1, 1998, the definition of annual compensation was amended
to include merit recognition awards, incentive compensation program payments,
and commissions.
(5) ONEOK TRANSFER:
Effective November 30, 1997, the Company sold substantially all of its gas
operations to ONEOK, Inc., in exchange for a 45-percent ownership interest in
ONEOK, Inc. On November 30, 1997, employees who were participants in Western
Resources, Inc. Employees' 401(k) Savings Plan, as amended, became
participants in the ONEOK, Inc. KGS 401(k) Thrift Plan (the ONEOK Plan). At
July 31, 1998, the fair market value of those employees' accounts under the
Western Resources Inc. Employees' 401(k) Savings Plan, were transferred to the
ONEOK Plan. At July 31, 1998, the fair market value of the assets transferred
to the ONEOK Plan were $109,158,738.
<PAGE>
(6) SUBSEQUENT EVENTS:
Plan Amendment: Effective April 1, 1999, the Company has elected to make the
matching contribution in WRI company stock instead of cash.
(7) FUND INFORMATION:
The following tables present changes in net assets available for benefits in
fund detail:
<TABLE>
<CAPTION>
(7) Fund Information (continued):
Year Ended December 31, 1998
Prime Company
Investment Money Common
Contracts Windsor Market Stock Loan
<S> <C> <C> <C> <C> <C>
ADDITIONS
Investment Income:
Net appreciation
in fair value of
investments $ - $ (4,610,226) $ - $(13,837,978) $ -
Interest 3,153,704 - 422,944 15,583 1,013,815
Dividends - 6,908,232 - 2,373,395 -
3,153,704 2,298,006 422,944 (11,449,000) 1,013,815
Contributions:
Participant 1,308,741 3,141,574 247,770 1,102,983 -
Employer 392,316 912,248 77,258 326,086 -
1,701,057 4,053,822 325,028 1,429,069 -
Total additions (declines) 4,854,761 6,351,828 747,972 (10,019,931) 1,013,815
DEDUCTIONS
Benefits paid (4,182,165) (4,575,387) (1,046,233) (1,856,290) (242,255)
Other (8,210) (17,230) (7,774) (1,175) -
Total deductions (4,190,375) (4,592,617) (1,054,007) (1,857,465) (242,255)
Net increase (decrease)
prior to transfers 664,386 1,759,211 (306,035) (11,877,396) 771,560
TRANSFERS
Interfund transfers 11,462,323 (7,058,805) 1,755,327 1,967,888 (1,189,772)
Transfers-Other plans (21,424,312) (34,464,710) (2,767,475) (13,206,927) (5,563,001)
Total transfers (9,961,989) (41,523,515) (1,012,148) (11,239,039) (6,752,773)
Net increase (decrease) (9,297,603) (39,764,304) (1,318,183) (23,116,435) (5,981,213)
Net assets available
for benefits:
Beginning of year 62,810,650 115,488,510 8,419,646 68,105,025 16,912,202
End of year $ 53,513,047 $ 75,724,206 $ 7,101,463 $44,988,590 $10,930,989
</TABLE>
<PAGE>
<TABLE>
(continued)
<CAPTION>
(7) Fund Information (continued):
Year Ended December 31, 1998
500 Fixed
Wellington Index PRIMECAP Magellan Income
<S> <C> <C> <C> <C> <C>
ADDITIONS
Investment Income:
Net appreciation
in fair value of
investments $ 202,217 $ 4,562,909 $5,079,888 $ 9,032,373 $ -
Interest - - - - 821,360
Dividends 1,649,156 326,257 1,081,349 2,034,785 -
1,851,373 4,889,166 6,161,237 11,067,158 821,360
Contributions:
Participant 1,027,925 1,041,380 1,396,940 1,362,065 -
Employer 301,319 293,989 391,950 404,462 -
1,329,244 1,335,369 1,788,890 1,766,527 -
Total additions 3,180,617 6,224,535 7,950,127 12,833,685 821,360
DEDUCTIONS
Benefits paid (534,232) (395,462) (680,597) (1,315,470) (659,575)
Other (12,110) 2,334 (1,655) 109 -
Total deductions (546,342) (393,128) (682,252) (1,315,361) (659,575)
Net increase (decrease)
prior to transfers 2,634,275 5,831,407 7,267,875 11,518,324 161,785
TRANSFERS
Interfund transfers 856,977 2,864,179 1,721,805 724,890 (13,853,282)
Transfers-Other plans (6,065,985) (7,240,305) (9,590,459) (6,461,666) (1,474,358)
Total transfers (5,209,008) (4,376,126) (7,868,654) (5,736,776) (15,327,640)
Net increase (decrease) (2,574,733) 1,455,281 (600,779) 5,781,548 (15,165,855)
Net assets available
for benefits:
Beginning of year 16,854,010 17,913,964 27,832,793 34,871,118 15,165,855
End of year $14,279,277 $19,369,245 $27,232,014 $40,652,666 $ -
</TABLE>
<PAGE>
<TABLE>
(continued)
<CAPTION>
(7) Fund Information (continued):
Year Ended December 31, 1998
Total Bond
International Market
Growth Index Other Total
<S> <C> <C> <C> <C>
ADDITIONS
Investment Income:
Net appreciation in fair
value of investments $ 276,144 $ 4,030 $ - $ 709,357
Interest - - - 5,427,406
Dividends 39,358 65,262 712,136 15,189,930
315,502 69,292 712,136 21,326,693
Contributions:
Participant 150,329 59,895 - 10,839,602
Employer 41,388 13,092 - 3,154,108
191,717 72,987 - 13,993,710
Total additions 507,219 142,279 712,136 35,320,403
DEDUCTIONS
Benefits paid (72,241) (112,302) - (15,672,209)
Other 565 (22) - (45,168)
Total deductions (71,676) (112,324) - (15,717,377)
Net increase (decrease) prior to
transfers 435,543 29,955 712,136 19,603,026
TRANSFERS
Interfund transfers 277,448 1,578,253 (1,107,231) -
Transfers-Other plans (532,976) (305,562) - (109,097,736)
Total transfers (255,528) 1,272,691 (1,107,231) (109,097,736)
Net increase (decrease) 180,015 1,302,646 (395,095) (89,494,710)
Net assets available for benefits:
Beginning of year 1,876,580 531,093 1,107,231 387,888,677
End of year $2,056,595 $1,833,739 $ 712,136 $298,393,967
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(7) Fund Information (continued):
Year Ended December 31, 1997
Prime Company
Investment Money Common
Contracts Windsor Market Stock Loan
<S> <C> <C> <C> <C> <C>
ADDITIONS
Investment Income:
Net appreciation
in fair value of
investments $ - $ 1,973,881 $ - $19,238,996 $ -
Interest 3,753,286 - - 9,214 1,202,709
Dividends - 18,438,209 463,755 2,473,632 -
3,753,286 20,412,090 463,755 21,721,842 1,202,709
Contributions:
Participant 2,091,401 4,869,903 452,485 1,449,775 -
Employer 625,431 1,416,674 141,268 436,672 -
2,716,832 6,286,577 593,753 1,886,447 -
Total additions 6,470,118 26,698,667 1,057,508 23,608,289 1,202,709
DEDUCTIONS
Benefits paid (3,939,138) (2,496,502) (925,723) (1,899,849) (336,611)
Other 36,518 (14,964) (6,350) (486) -
Total deductions (3,902,620) (2,511,466) (932,073) (1,900,335) (336,611)
Net increase (decrease)
prior to transfers 2,567,498 24,187,201 125,435 21,707,954 866,098
TRANSFERS
Interfund transfers (4,238,039) 661,562 165,623 (4,632,238) (182,352)
Transfers-Other plans 5,901 23,311 - 76 -
Total transfers (4,232,138) 684,873 165,623 (4,632,162) (182,352)
Net increase (decrease) (1,664,640) 24,872,074 291,058 17,075,792 683,746
Net assets available
for benefits:
Beginning of year 64,475,290 90,616,436 8,128,588 51,029,233 16,228,456
End of year $62,810,650 $115,488,510 $ 8,419,646 $68,105,025 $16,912,202
</TABLE>
<PAGE>
<TABLE>
(continued)
<CAPTION>
(7) Fund Information (continued):
Year Ended December 31, 1997
500 Fixed
Wellington Index PRIMECAP Magellan Income
<S> <C> <C> <C> <C> <C>
ADDITIONS
Investment Income:
Net appreciation
in fair value of
investments $1,509,046 $ 3,351,041 $4,657,162 $ 5,077,353 $ -
Interest - - - - 930,544
Dividends 1,398,675 350,412 983,300 2,236,461 -
2,907,721 3,701,453 5,640,462 7,313,814 930,544
Contributions:
Participant 1,455,343 1,258,957 1,733,889 1,545,792 -
Employer 426,645 357,047 482,807 462,662 -
1,881,988 1,616,004 2,216,696 2,008,454 -
Total additions 4,789,709 5,317,457 7,857,158 9,322,268 930,544
DEDUCTIONS
Benefits paid (365,656) (283,550) (472,983) (543,749) (773,229)
Other (10,430) (500) (735) (1,472) 4,093
Total deductions (376,086) (284,050) (473,718) (545,221) (769,136)
Net increase (decrease)
prior to transfers 4,413,623 5,033,407 7,383,440 8,777,047 161,408
TRANSFERS
Interfund transfers 1,034,591 4,057,226 6,618,374 (2,761,029) (1,596,725)
Transfers-Other plans 1,249 19,143 14,308 45,495 -
Total transfers 1,035,840 4,076,369 6,632,682 (2,715,534) (1,596,725)
Net increase (decrease) 5,449,463 9,109,776 14,016,122 6,061,513 (1,435,317)
Net assets available
for benefits:
Beginning of year 11,404,547 8,804,188 13,816,671 28,809,605 16,601,172
End of year $16,854,010 $17,913,964 $27,832,793 $34,871,118 $15,165,855
</TABLE>
<PAGE>
<TABLE>
(continued)
<CAPTION>
(7) Fund Information (continued):
Year Ended December 31, 1997
Total Bond
International Market
Growth Index Other Total
<S> <C> <C> <C> <C>
ADDITIONS
Investment Income:
Net appreciation in fair
value of investments $ (59,374) $ 13,944 $ - $35,762,049
Interest - - 35,732 5,931,485
Dividends 81,931 20,036 829,114 27,275,525
22,557 33,980 864,846 68,969,059
Contributions:
Participant 140,064 24,888 259,675 15,282,172
Employer 35,863 5,739 72,564 4,463,372
175,927 30,627 332,239 19,745,544
Total additions 198,484 64,607 1,197,085 88,714,603
DEDUCTIONS
Benefits paid (17,746) (48) - (12,054,784)
Other (740) - (89,854) (84,920)
Total deductions (18,486) (48) (89,854) (12,139,704)
Net increase prior to transfers 179,998 64,559 1,107,231 76,574,899
TRANSFERS
Interfund transfers 1,695,391 466,534 (1,288,918) -
Transfers-Other plans 1,191 - - 110,674
Total transfers 1,696,582 466,534 (1,288,918) 110,674
Net increase (decrease) 1,876,580 531,093 (181,687) 76,685,573
Net assets available for benefits:
Beginning of year - - 1,288,918 311,203,104
End of year $1,876,580 $531,093 $1,107,231 $387,888,677
</TABLE>
<PAGE>
<TABLE>
EIN: 48-0290150
PN: 004
PAGE 1 OF 2
<CAPTION>
WESTERN RESOURCES, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
Number Current
Description Of Units Cost Value
<S> <C> <C> <C>
AIG Life, investment
contract #944 2,967,532 $2,967,532 $2,967,532
Deutsche Bank, investment
contract #1 general account 3,121,899 3,121,899 3,121,899
Deutsche Bank, investment
contract #2, general account 4,697,918 4,697,918 4,697,918
John Hancock Mutual Life
Insurance Company, investment
contract #7307, general
account 1,670,938 1,670,938 1,670,938
Life of Virginia, investment
GS3115 contract #GS3115 3,430,709 3,430,709 3,430,709
Morgan Guaranty, investment
contract #96-17, general
account 1,503,680 1,503,680 1,503,680
Morgan Guaranty, investment
contract #96-18, general
account 1,485,582 1,485,582 1,485,582
NatWest Markets Sam, investment
contract #185A 6,638,802 6,638,802 6,638,802
New York Life Insurance Company,
investment contract #30309 3,020,681 3,020,681 3,020,681
Principal Mutual Life Insurance
Company, investment contract
#418026 3,380,563 3,380,563 3,380,563
Union Bank of Switzerland,
investment contract #2127 4,682,246 4,682,246 4,682,246
Metropolitan Life Insurance
Company, investment contract
#20105, general account 12,496,317 12,496,317 12,496,317
*Vanguard Prime Money
Market Fund 11,956,387 11,956,387 11,956,387
*Vanguard/Windsor Fund 4,863,469 74,468,799 75,724,206
</TABLE>
<PAGE>
<TABLE>
EIN: 48-0290150
PN: 004
PAGE 2 OF 2
<CAPTION>
WESTERN RESOURCES, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<S> <C> <C> <C>
Number Current
Description Of Units Cost Value
*Vanguard/PRIMECAP Fund 571,381 $ 19,059,666 $27,232,014
*Vanguard 500 Index Fund
Portfolio Fund 169,980 13,256,348 19,369,245
*Vanguard/Wellington Fund 486,517 12,816,256 14,279,277
*Fidelity Magellan Fund 336,473 27,078,805 40,652,666
*Vanguard International Growth
Fund 109,568 1,913,362 2,056,595
*Vanguard Total Bond
Market Index Fund 178,553 1,820,003 1,833,739
*Western Resources, Inc.
Common Stock 1,339,845 33,828,953 44,549,846
*Participant Loans, at interest
rates ranging from 14% to 5.7% 10,930,989 10,930,989
Total Investments $256,226,435 $297,681,831
*Investment with party-in-interest to the Plan.
</TABLE>
<PAGE>
<TABLE>
EIN: 48-0290150
PN: 004
<CAPTION>
WESTERN RESOURCES, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
LINE 27b - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
DECEMBER 31, 1998
Amount Received Unpaid
Original During Reporting Balance
Amount Year at End Amount Overdue
Identity and Address of Obligator of Loan Principal Interest of Year Principal Interest
<S> <C> <C> <C> <C> <C> <C> <C>
Hovious, Jimmy J. Loan 1 $10,000.00 $402.20 $98.15 $6,039.81 $1,586.90 $314.43
1310 13th Terrace Loan 2 5,400.00 359.01 59.74 3,658.94 1,415.79 175.46
Hutchinson, KS 67501
###-##-####
Detailed Description of Loan 1 - General purpose loan; dated 1/02/96; 7.5% interest rate; 120
successive semi-monthly installments. Loan 2 - General purpose loan; dated 1/27/97; 7.4%
interest rate; 72 successive semi-monthly installments.
Loans were defaulted in 1998 and were treated as 1998 distributions to the participant.
</TABLE>
<PAGE>
<TABLE>
EIN: 48-0290150
PN: 004
<CAPTION>
WESTERN RESOURCES, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
Type of Dollar Net Gain
Investment Transaction Number Value (1) (Loss)
<S> <C> <C> <C> <C>
The Vanguard Group Purchases 201 $10,184,207 $ -
Vanguard 500 Index Fund Sales 168 13,294,494 2,971,994
The Vanguard Group Purchases 186 9,589,166 -
Vanguard PRIMECAP Fund Sales 186 15,269,832 3,324,911
The Vanguard Group Purchases 192 15,893,597 -
Vanguard Windsor Fund Sales 235 51,047,674 6,012,203
The Vanguard Group
Western Resources IC Purchases 187 22,472,064 -
Fund Sales 210 31,733,652 -
Western Resources Inc. Purchases 181 9,695,549 -
Common Stock Fund* Sales 208 19,066,634 6,242,226
(1) Amounts shown in this column are costs of purchases or proceeds from
sales.
* This fund consists of two investments, Western Resources, Inc. Common
Stock and Vanguard Money Market Reserves, Prime Portfolio. The Trustee
is unable to split the transaction detail between the two investments.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Investment and Benefits Committee for the Western Resources Inc. Employees'
401(K) Savings Plan has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
WESTERN RESOURCES, INC.
EMPLOYEES' 401(K) SAVINGS PLAN
By:
Signature Title Date
/s/William B. Moore Chairman June 29, 1999
/s/Ira W. McKee, Jr. Member June 29, 1999
/s/Carl M. Koupal, Jr. Member June 29, 1999
/s/Richard D. Terrill Member June 29, 1999
<PAGE>
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 25, 1999, included in the Form 11-K for
the Western Resources, Inc. Employees' 401(k) Savings Plan, into the Company's
previously filed Registration Statements File Nos. 333-59673, 33-49467,
33-49553, 333-02023, 33-50069, 33-62375, and 333-26115 of
Western Resources, Inc. on Form S-3; Nos. 333-02711 and 333-56369 of Western
Resources, Inc. on Form S-4; Nos. 333-70891, 33-57435, 333-13229, 333-06887,
333-20393, 333-20413 and 333-75395 of Western Resources, Inc. on Form S-8; and
No. 33-50075 of Kansas Gas and Electric Company on Form S-3.
ARTHUR ANDERSEN LLP
Kansas City, Missouri,
June 25, 1999
