<PAGE> 1
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, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to ___________________
Commission file number
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Westar Security Services 401(k) 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, KS 66612
PROTECTION ONE, INC.
6011 Bristol Parkway
Culver City, CA 90230
<PAGE> 2
WESTAR SECURITY SERVICES 401(k) PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Plan Benefits as of
December 31, 1997 2
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1997 3
NOTES TO FINANCIAL STATEMENTS 4 - 8
SUPPLEMENTAL SCHEDULES:
Schedule I - Item 27a - Supplemental Schedule of Assets Held for Investment
Purposes as of December 31, 1997 9
Schedule II - Item 27d - Supplemental Schedule of Reportable Transactions
for the Year Ended December 31, 1997 10-12
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 13
</TABLE>
<PAGE> 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants and Administrator of the
Westar Security Services 401(k) Plan:
We have audited the accompanying statement of net assets available for plan
benefits of Westar Security Services 401(k) Plan (the "Plan") as of December 31,
1997, and the related statement of changes in net assets available for plan
benefits for the year then ended. These financial statements, and the
supplemental 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 audit.
We conducted our audit 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 audit provides 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 plan benefits of the Plan as
of December 31, 1997, and the changes in net assets available for plan benefits
for the year 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, Item 27a -
Supplemental Schedule of Assets Held for Investment Purposes and Item 27d -
Supplemental Schedule of Reportable 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 Fund Information in the statement of
net assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for plan benefits and changes in net
assets available for plan benefits of each fund. The supplemental schedules and
Fund Information 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
Dallas, Texas,
June 26, 1998
<PAGE> 4
WESTAR SECURITY SERVICES 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------------------------------
VANGUARD
VANGUARD MONEY
BOND INDEX VANGUARD VANGUARD MARKET
FUND - TOTAL INDEX INTERNATIONAL RESERVES VANGUARD/ VANGUARD/
MARKET TRUST 500 GROWTH PRIME PRIMECAP WELLINGTON
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO FUND FUND
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments-
At fair value (Note 3)-
Registered investment companies-
Bond fund $ 85,238 $ -- $ -- $ -- $ -- $ --
Stock funds -- 543,498 137,536 -- 405,497 --
Stock and bond fund -- -- -- -- -- 307,288
Money market fund -- -- -- 206,717 -- --
Western Resources Common Stock -- -- -- -- -- --
Participant Loans -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ----------
Total investments 85,238 543,498 137,536 206,717 405,497 307,288
---------- ---------- ---------- ---------- ---------- ----------
Receivables-
Employer's contributions 7,876 45,985 11,724 12,762 34,029 25,383
Participants' contributions 6,469 41,281 10,948 10,590 31,877 22,715
---------- ---------- ---------- ---------- ---------- ----------
Total receivables 14,345 87,266 22,672 23,352 65,906 48,098
---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 99,583 $ 630,764 $ 160,208 $ 230,069 $ 471,403 $ 355,386
========== ========== ========== ========== ========== ==========
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------
WESTERN
RESOURCES
VANGUARD/ COMMON
WINDSOR STOCK PARTICIPANT
FUND FUND LOANS TOTAL
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
ASSETS:
Investments-
At fair value (Note 3)-
Registered investment companies-
Bond fund $ -- $ -- $ -- $ 85,238
Stock funds 490,589 -- -- 1,577,120
Stock and bond fund -- -- -- 307,288
Money market fund -- -- -- 206,717
Western Resources Common Stock -- 174,012 -- 174,012
Participant Loans -- -- 33,655 33,655
---------- ---------- ---------- ----------
Total investments 490,589 174,012 33,655 2,384,030
---------- ---------- ---------- ----------
Receivables-
Employer's contributions 44,306 11,768 -- 193,833
Participants' contributions 38,768 10,581 -- 173,229
---------- ---------- ---------- ----------
Total receivables 83,074 22,349 -- 367,062
---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 573,663 $ 196,361 $ 33,655 $2,751,092
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of this financial statement.
-2-
<PAGE> 5
WESTAR SECURITY SERVICES 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN
BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------------------------
VANGUARD
VANGUARD MONEY
BOND INDEX VANGUARD VANGUARD MARKET
FUND - TOTAL INDEX INTERNATIONAL RESERVES VANGUARD/
MARKET TRUST 500 GROWTH PRIME PRIMECAP
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO FUND
------------ --------- ------------- --------- --------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income-
Interest and dividend income $ 2,186 $ 8,969 $ 6,244 $ 4,699 $ 13,979
Interest income, participant loans -- -- -- -- --
Net realized/unrealized appreciation
(depreciation) of investments 1,643 26,527 (15,751) -- 2,770
--------- --------- --------- --------- ---------
3,829 35,496 (9,507) 4,699 16,749
--------- --------- --------- --------- ---------
Contributions-
Employer 29,176 164,834 45,900 63,847 120,186
Participant 79,971 463,692 144,290 174,284 351,674
Participant loan repayments 26 135 97 81 477
--------- --------- --------- --------- ---------
109,173 628,661 190,287 238,212 472,337
Total additions 113,002 664,157 180,780 242,911 489,086
--------- --------- --------- --------- ---------
DEDUCTIONS:
Payment of benefits (6,940) (28,000) (7,782) (16,680) (15,171)
Participant loan withdrawals (1,069) (5,860) (3,641) (2,162) (9,816)
--------- --------- --------- --------- ---------
Total deductions (8,009) (33,860) (11,423) (18,842) (24,987)
--------- --------- --------- --------- ---------
NET INCREASE PRIOR TO INTERFUND TRANSFERS 104,993 630,297 169,357 224,069 464,099
INTERFUND TRANSFERS (5,410) 467 (9,149) 6,000 7,304
--------- --------- --------- --------- ---------
NET INCREASE 99,583 630,764 160,208 230,069 471,403
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year -- -- -- -- --
--------- --------- --------- --------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $ 99,583 $ 630,764 $ 160,208 $ 230,069 $ 471,403
========= ========= ========= ========= =========
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------------------------
WESTERN
RESOURCES
VANGUARD/ VANGUARD/ COMMON
WELLINGTON WINDSOR STOCK PARTICIPANT
FUND FUND FUND LOANS TOTAL
---------- --------- --------- ----------- -----
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income-
Interest and dividend income $ 23,270 $ 76,856 $ 3,570 -- $ 139,773
Interest income, participant loans -- -- -- 279 279
Net realized/unrealized appreciation
(depreciation) of investments (4,779) (69,259) 35,146 -- (23,703)
--------- --------- --------- --------- -----------
18,491 7,597 38,716 279 116,349
--------- --------- --------- --------- -----------
Contributions-
Employer 95,708 155,601 45,440 -- 720,692
Participant 273,101 440,068 122,627 -- 2,049,707
Participant loan repayments 93 203 43 (1,155) --
--------- --------- --------- --------- -----------
368,902 595,872 168,110 (1,155) 2,770,399
Total additions 387,393 603,469 206,826 (876) 2,886,748
--------- --------- --------- --------- -----------
DEDUCTIONS:
Payment of benefits (28,351) (23,103) (9,629) -- (135,656)
Participant loan withdrawals (2,748) (6,579) (2,656) 34,531 --
--------- --------- --------- --------- -----------
Total deductions (31,099) (29,682) (12,285) 34,531 (135,656)
--------- --------- --------- --------- -----------
NET INCREASE PRIOR TO INTERFUND TRANSFERS 356,294 573,787 194,541 33,655 2,751,092
INTERFUND TRANSFERS (908) (124) 1,820 -- --
--------- --------- --------- --------- -----------
NET INCREASE 355,386 573,663 196,361 33,655 2,751,092
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year -- -- -- -- --
--------- --------- --------- --------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $ 355,386 $ 573,663 $ 196,361 $ 33,655 $ 2,751,092
========= ========= ========= ========= ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
-3-
<PAGE> 6
WESTAR SECURITY SERVICES 401(K) PLAN
NOTES TO FINANCIAL STATEMENT
DECEMBER 31, 1997
1. DESCRIPTION OF THE PLAN:
The following description of the Westar Security Services 401(k) Plan (the
"Plan") provides a summary of information. Participants should refer to the
Plan agreement for a more complete information of the Plan's provisions.
General
On January 1, 1997, Western Resources, Inc. (a publicly traded utility company
based in Topeka, Kansas) through its Western Resources Security Business (the
combined entities of WestSec, Inc. and Westar Security Holdings, Inc.) (the
"Employer") established the Plan to provide retirement, death, and disability
benefits for eligible participant employees and their beneficiaries. On
November 24, 1997, pursuant to the Contribution Agreement dated July 30, 1997,
between Protection One, Inc. and Western Resources, Inc., Protection One, Inc.
acquired the Employer. On January 1, 1997, the eligible employees were comprised
of all the employees of Westar Security Holdings, Inc. and all the former
employees of WestSec, Inc. On April 1, 1997, the former employees of Western
Resources Security Business became employees of Westar Security Services, Inc.
("Westar") and thus were eligible to participate in the plan upon their
respective dates of employment with Westar. The 401(k) account balances accrued
prior to employment with Westar remain in the previous employers' 401(k) plans.
No account balances were transferred into the Plan. The Plan is a defined
contribution plan under Sections 401(k) and 401(a) of the Internal Revenue Code.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
The Employer has the right, under the plan agreement, to terminate the Plan,
although the Employer currently has no intention to do so. Upon normal
retirement, death, total and permanent disability, or plan termination, all
participants would become 100% vested in their account balances and all benefits
would be distributed to participants or their beneficiaries.
Eligibility
Any employee, as noted below, regardless of age or length of service, who has
completed one year of continuous service during which the employee is credited
with 1,000 or more hours of service, as defined, is eligible to participate on
the first day of any successive calendar quarter. All participants may make
pretax-deferred basic contributions of up to 15% of their compensation, not to
exceed $9,500 in 1997. A participant may also elect to make after-tax
contributions to the Plan for a Plan year in an amount up to 5% of their
compensation.
Discretionary contributions may be made by the Employer each plan year to each
active participant in an amount determined by the Employer. At the Employer's
discretion, additional matching contributions may be provided at a rate of 50%
of the participant's contribution up to 6% of the participant's compensation.
The Employer made matching contributions in the amount of $720,692 in 1997.
-4-
<PAGE> 7
Vesting and Forfeitures
All participants are fully vested in their participant contribution account plus
earnings thereon. All Employer matching contributions to the Plan, as well as
all earnings on these contributions, are vested according to the following
vesting schedule:
<TABLE>
<CAPTION>
Years of Service Vesting Percentage
---------------- ------------------
<S> <C>
Less than 1 0%
1 20
2 40
3 60
4 80
5 or more 100
</TABLE>
Upon a participant's termination from the Plan, only the amount in which the
participant is vested is distributed to the participant. Forfeitures of
terminated participants' nonvested accounts are used to reduce future Employer
contributions. In 1997, total forfeitures were $11,304.
Loans
Participants may borrow against their participant contribution account and the
vested portion of their Employer matching contribution account. The total amount
of any such loan, when added to the outstanding balance of all other loans to
the participant from the Plan, shall not exceed the lesser of: (a) 50% of the
total vested accrued benefits of the participant under the Plan as of the date
of the loan; or (b) $50,000 reduced by the excess (if any) of the highest
outstanding balance of all loans to the participant from the Plan during the
one-year period ending on the day before the loan was made over the outstanding
balance of all loans to the participant from the Plan on the date on which the
loan was made. Interest rates on the loans are determined by the plan
administrator and should be commensurate with the prevailing interest rates
charged by professional lenders for similarly secured personal loans. Loan
repayments of principal and interest are made not less than quarterly, over the
term of the loan. Loans are required to be repaid within five years or an
agreed-upon term between the participant and administration for the purchase of
a primary residence. Interest rates on participant loans were 9.5% throughout
1997.
Administration
All funds in the Plan are held with the asset custodian, Vanguard Fiduciary
Trust Company ("VFTC"). The plan administrator is the Employer and is
responsible for administration of the Plan, including the costs of administering
the Plan. Records are maintained in the form of individual accounts, and credits
and charges are made to such accounts. When appropriate, a participant shall
have two separate accounts, an Employer matching contribution account and a
participant contribution account. Each participant's account is credited with
the participant's contribution, the Employer's matching contribution, and an
allocation of Plan earnings based on account balances. The benefit to which a
participant is entitled is the vested benefit that can be provided from the
participant's account. Certain administrative expenses of the Plan are paid by
the Employer. Certain investment advisory fees are deducted from investment fund
income and therefore will not be reflected in the statement of changes in net
assets available for Plan benefits. The fees for the Bond Index Fund, Index
Trust - 500 Portfolio, and Money Market Reserves - Prime Portfolio are paid to
the Vanguard Group, an affiliate of VFTC, and range from 2.1% - 21.4% of
Vanguard's capitalization. The fees for the PRIMECAP Fund, International Growth
Portfolio, Wellington Fund, and Windsor Fund are paid to various investment
management firms and range from .04% to .24% of fund average net assets.
-5-
<PAGE> 8
Investment Options
During the period ended December 31, 1997, participants were able to allocate
their contributions among the following investment options:
Vanguard Bond Index Fund - Total Bond Market Portfolio: Seeks to provide a high
level of interest income by attempting to match the performance of the unmanaged
Lehman Brothers Aggregate Bond Index, a widely recognized measure of the entire
taxable U.S. bond market.
Vanguard Index Trust - 500 Portfolio: Seeks to provide long-term growth of
capital and income from dividends by holding all of the 500 stocks that make up
the unmanaged Standard & Poor's 500 Composite Stock Price Index, a widely
recognized benchmark of U.S. stock market performance.
Vanguard International Growth Portfolio: Seeks to provide long-term growth of
capital by investing in stocks of high-quality, seasoned companies based outside
the United States. Stocks are selected from more than 15 countries.
Vanguard Money Market Reserves - Prime Portfolio: Seeks to provide high income
and a stable share price of $1 by investing in short-term, high-quality money
market instruments issued by financial institutions, nonfinancial corporations,
the U.S. government, and federal agencies.
Vanguard/PRIMECAP Fund: Seeks long-term growth of capital by investing in stocks
of companies with above-average prospects for continued earnings growth, strong
industry positions, and skilled management teams.
Vanguard/Wellington Fund: Seeks to provide income and long-term growth of
capital, without undue risk to capital, by investing about 65% of its assets in
stocks and the remaining 35% in bonds.
Vanguard/Windsor Fund: Seeks to provide long-term growth of capital and income
by investing in stocks believed to be undervalued by the market. It focuses on
stocks selling at prices that seem low in relation to such factors as past
earnings, potential growth, and dividend payments.
Western Resources Common Stock Fund: Seeks to provide the potential for
long-term growth through increases in the value of the Employer's stock and
reinvestment of its dividends.
2. SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
This financial statement of the Plan has been prepared on the accrual basis of
accounting.
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.
Payment of Benefits
Benefits are recorded when paid. In the case of normal retirement (age 65),
retirement due to total and permanent disability, or termination of employment,
participants may elect to receive the value of their accounts, in accordance
with the provisions of the Plan, in a lump-sum distribution or in an alternative
-6-
<PAGE> 9
manner mutually agreed upon by the participant and the plan administrator. In
the event that a participant dies before retirement, the account becomes 100%
vested and the participant's beneficiary is entitled to the vested amounts in
the participant's account, which shall be determined after payment of any
pre-retirement survivor annuity, as defined in the Plan document.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of registered investment
companies are valued at quoted market prices, which represent the net asset
value of shares held by the Plan at year-end. The Western Resources Common Stock
Fund is valued at its year-end unit closing price (comprised of year-end market
price plus uninvested cash position). Participant loans are valued at cost which
approximates fair value.
Purchases and sales of investments are recorded on a trade-date basis. Interest
income is accrued when earned. Dividend income is recorded on the ex-dividend
date. Capital gain distributions are included in dividend income in the
accompanying statement of changes in net assets.
3. INVESTMENTS:
As of December 31, 1997, investments in excess of 5% of net assets at the end of
the year consisted of the following:
<TABLE>
<S> <C>
Vanguard Index Trust - 500 Portfolio $543,498
Vanguard Money Market Reserves - Prime Portfolio 206,717
Vanguard/PRIMECAP Fund 405,497
Vanguard/Wellington Fund 307,288
Vanguard/Windsor Fund 490,589
Western Resources Common Stock Fund 174,012
</TABLE>
The average unit values for each of the registered investment companies as of
December 31, 1997, are as follows:
<TABLE>
<CAPTION>
December 31, 1997
-----------------------
Total Units Unit Value
----------- ----------
<S> <C> <C>
Vanguard Bond Index Fund - Total Bond 8,448 $ 10.09
Market Portfolio
Vanguard Index Trust - 500 Portfolio 6,034 90.07
Vanguard International Growth Portfolio 8,391 16.39
Vanguard Money Market Reserves- Prime Portfolio 206,717 1.00
Vanguard/PRIMECAP Fund 10,248 39.57
Vanguard/Wellington Fund 10,434 29.45
Vanguard/Windsor Fund 28,892 16.98
</TABLE>
-7-
<PAGE> 10
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, 1997, consisted of
the following:
<TABLE>
<S> <C>
Registered investment companies-
Bond fund $ 1,643
Stock funds (55,714)
Stock/bond fund (4,778)
Money market fund --
Western Resources common stock 35,146
--------
Net appreciation (depreciation) in fair value of investments $(23,703)
========
</TABLE>
4. TAX STATUS:
In September 1994, the Plan's fiduciary received an opinion from the Internal
Revenue Service (IRS) stating that the form of the prototype plan adopted by the
Plan and currently in use meets the applicable requirements of the Internal
Revenue Code (the "Code").
The Employer is in the process of applying for a determination letter from the
IRS stating that the Plan, as designed, is qualified under Section 401(a) of the
Code and the related trust is exempt from federal income tax under the Code
Section 501(a). The Employer expects to complete its application and receive a
favorable determination letter in 1998. Therefore, no provision for income taxes
has been included in the Plan's financial statements.
5. RELATED-PARTY TRANSACTIONS:
The Plan invests in shares of mutual funds managed by an affiliate of VFTC. VFTC
acts as trustee for only those investments as defined by the Plan. Transactions
in such investments qualify as party-in-interest transactions which are exempt
from the prohibited transaction rules.
6. PLAN AMENDMENTS:
In September 1997, the Board of Directors of WestSec, Inc. approved an amendment
to the Plan document. This amendment changed the name of the Plan from "WestSec,
Inc. 401(k) Savings Plan" to "Westar Security Services 401(k) Plan." In
addition, it excluded from participation in the Plan all employees not employed
by WestSec, Inc. or any other employer that has adopted the Plan, any leased
employee, and any individual who is classified by the Employer as an independent
contractor. The amendment also limits employee pre-tax basic contributions to
the Plan to up to 15% of compensation otherwise payable to the participant.
7. PLAN TERMINATION:
In December 1997, the Employer enacted a strategic decision to replace the sales
force with a dealer program. This resulted in a reduction in the sales force of
approximately 20% over the period of December 1997 through May 1998. If it is
determined by the Employer that a partial plan termination occurred, then the
account balances of these employees would become 100% vested as of the date of
their termination. As these terminated employees made contributions through
December 1997, a partial plan termination would not materially impact the
financial statements for the year ended December 31, 1997.
8. SUBSEQUENT EVENTS:
In November 1997, the Employer initiated a plan to merge the Plan with the
Protection One Employee Savings Plan. The effect of the merger, expected to be
consummated in 1998, will create without interruption a single qualified profit
sharing plan, to be known as the Protection One 401(k) Plan, for the continuing
benefit of the current participants of the Protection One Employee Savings Plan
and the Plan.
-8-
<PAGE> 11
SCHEDULE I
WESTAR SECURITY SERVICES 401(k) PLAN
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
EIN: 75-2683068
PLAN #: 001
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Identity of Current
Issuer Asset Description Cost Value
- ----------- -------------------------- --------------------------------------- ------------- -------------
<S> <C> <C> <C> <C>
* Vanguard Fiduciary Vanguard Bond Index Fund -
Trust Company Total Bond Market Portfolio
($.001 par value) $ 83,783 $ 85,238
* Vanguard Fiduciary Vanguard Index Trust -
Trust Company 500 Portfolio
(no par value) 518,631 543,498
* Vanguard Fiduciary Vanguard International Growth
Trust Company Portfolio
($.001 par value) 152,156 137,536
* Vanguard Fiduciary Vanguard Money Market Reserves -
Trust Company Prime Portfolio
($.001 par value) 206,717 206,717
* Vanguard Fiduciary Vanguard/PRIMECAP Fund
Trust Company ($.001 par value) 404,884 405,497
* Vanguard Fiduciary Vanguard/Wellington Fund
Trust Company ($1.00 par value) 312,934 307,288
* Vanguard Fiduciary Vanguard/Windsor Fund
Trust Company ($.01 par value) 559,857 490,589
* Western Resources, Inc. Western Resources Common
Stock Fund
(no par value) 139,798 174,012
* Participant Loans Loans to Participants; interest rates
(9.5% throughout 1997) -- 33,655
------------ ------------
Total assets held for investment purposes $ 2,378,760 $ 2,384,030
============ ============
</TABLE>
*Category (a) indicates each identified person/entity known to be a
party-in-interest.
This supplemental schedule lists assets held for investment purposes at December
31, 1997, as required by the Department of Labor Rules and Regulations for
Reporting and Disclosure.
-9-
<PAGE> 12
SCHEDULE II
Page 1 of 3
WESTAR SECURITY SERVICES 401(K) PLAN
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
EIN: 75-2683068
PLAN #: 001
<TABLE>
<CAPTION>
(a) (b) (c) (d) (g) (h) (i)
Current
Value of Asset Net
Purchase Selling Cost of (On Date of Gain
Identity of Party Involved Description of Asset Price Price Asset Transaction) (Loss)
- -------------------------------- ------------------------------- -------- --------- ------- -------------- ------
<S> <C> <C> <C> <C> <C> <C>
INDIVIDUAL TRANSACTIONS:
Western Resources, Inc. Western Resources Common Stock $20,475 $ - $20,475 $20,475 $ -
Vanguard Fiduciary Trust Company Vanguard/Wellington Fund 39,364 - 39,364 39,364 -
Vanguard Fiduciary Trust Company Vanguard/Wellington Fund 26,098 - 26,098 26,098 -
Vanguard Fiduciary Trust Company Vanguard/Wellington Fund 25,644 - 25,644 25,644 -
Vanguard Fiduciary Trust Company Vanguard/Wellington Fund 25,168 - 25,168 25,168 -
Vanguard Fiduciary Trust Company Vanguard/Wellington Fund 24,788 - 24,788 24,788 -
Vanguard Fiduciary Trust Company Vanguard/Wellington Fund 42,446 - 42,446 42,446 -
Vanguard Fiduciary Trust Company Vanguard/Wellington Fund 32,044 - 32,044 32,044 -
Vanguard Fiduciary Trust Company Vanguard/Wellington Fund 23,945 - 23,945 23,945 -
Vanguard Fiduciary Trust Company Vanguard/Wellington Fund 27,879 - 27,879 27,879 -
Vanguard Fiduciary Trust Company Vanguard/Wellington Fund 22,909 - 22,909 22,909 -
Vanguard Fiduciary Trust Company Vanguard/Wellington Fund 23,347 - 23,347 23,347 -
Vanguard Fiduciary Trust Company Vanguard/Wellington Fund 20,665 - 20,665 20,665 -
Vanguard Fiduciary Trust Company Vanguard/Windsor Fund 69,692 - 69,692 69,692 -
Vanguard Fiduciary Trust Company Vanguard/Windsor Fund 41,795 - 41,795 41,795 -
Vanguard Fiduciary Trust Company Vanguard/Windsor Fund 40,500 - 40,500 40,500 -
Vanguard Fiduciary Trust Company Vanguard/Windsor Fund 40,714 - 40,714 40,714 -
Vanguard Fiduciary Trust Company Vanguard/Windsor Fund 39,033 - 39,033 39,033 -
Vanguard Fiduciary Trust Company Vanguard/Windsor Fund 66,612 - 66,612 66,612 -
Vanguard Fiduciary Trust Company Vanguard/Windsor Fund 48,169 - 48,169 48,169 -
Vanguard Fiduciary Trust Company Vanguard/Windsor Fund 37,771 - 37,771 37,771 -
Vanguard Fiduciary Trust Company Vanguard/Windsor Fund 44,683 - 44,683 44,683 -
Vanguard Fiduciary Trust Company Vanguard/Windsor Fund 37,583 - 37,583 37,583 -
Vanguard Fiduciary Trust Company Vanguard/Windsor Fund 39,630 - 39,630 39,630 -
Vanguard Fiduciary Trust Company Vanguard/Windsor Fund 74,401 - 74,401 74,401 -
</TABLE>
Columns (e) Lease Rental and (f) Transaction Expense are not applicable to this
Plan and, accordingly, have been omitted.
This supplemental schedule lists individual and series of transactions
in excess of 5% of the fair market value of Plan assets at the
beginning of the year as required by the Department of Labor
Rules and Regulations for Reporting and Disclosure.
-10-
<PAGE> 13
SCHEDULE II
Page 2 of 3
WESTAR SECURITY SERVICES 401(K) PLAN
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
EIN: 75-2683068
PLAN #: 001
<TABLE>
<CAPTION>
(a) (b) (c) (d) (g)
Purchase Selling Cost of
Identity of Party Involved Description of Asset Price Price Asset
- -------------------------------- ----------------------------------------------- -------- --------- -------
<S> <C> <C> <C> <C>
INDIVIDUAL TRANSACTIONS (CONTINUED):
Vanguard Fiduciary Trust Company Vanguard Money Market Reserves/Prime Portfolio $57,395 $ - $57,395
Vanguard Fiduciary Trust Company Vanguard Money Market Reserves/Prime Portfolio 35,865 - 35,865
Vanguard Fiduciary Trust Company Vanguard Money Market Reserves/Prime Portfolio 17,130 - 17,130
Vanguard Fiduciary Trust Company Vanguard Index Trust - 500 Portfolio 70,653 - 70,653
Vanguard Fiduciary Trust Company Vanguard Index Trust - 500 Portfolio 43,855 - 43,855
Vanguard Fiduciary Trust Company Vanguard Index Trust - 500 Portfolio 43,286 - 43,286
Vanguard Fiduciary Trust Company Vanguard Index Trust - 500 Portfolio 41,502 - 41,502
Vanguard Fiduciary Trust Company Vanguard Index Trust - 500 Portfolio 41,235 - 41,235
Vanguard Fiduciary Trust Company Vanguard Index Trust - 500 Portfolio 71,694 - 71,694
Vanguard Fiduciary Trust Company Vanguard Index Trust - 500 Portfolio 54,940 - 54,940
Vanguard Fiduciary Trust Company Vanguard Index Trust - 500 Portfolio 39,321 - 39,321
Vanguard Fiduciary Trust Company Vanguard Index Trust - 500 Portfolio 47,155 - 47,155
Vanguard Fiduciary Trust Company Vanguard Index Trust - 500 Portfolio 41,071 - 41,071
Vanguard Fiduciary Trust Company Vanguard Index Trust - 500 Portfolio 42,501 - 42,501
Vanguard Fiduciary Trust Company Vanguard/PRIMECAP Fund 52,546 - 52,546
Vanguard Fiduciary Trust Company Vanguard/PRIMECAP Fund 33,477 - 33,477
Vanguard Fiduciary Trust Company Vanguard/PRIMECAP Fund 32,505 - 32,505
Vanguard Fiduciary Trust Company Vanguard/PRIMECAP Fund 31,296 - 31,296
Vanguard Fiduciary Trust Company Vanguard/PRIMECAP Fund 30,761 - 30,761
Vanguard Fiduciary Trust Company Vanguard/PRIMECAP Fund 52,179 - 52,179
Vanguard Fiduciary Trust Company Vanguard/PRIMECAP Fund 40,001 - 40,001
Vanguard Fiduciary Trust Company Vanguard/PRIMECAP Fund 30,108 - 30,108
Vanguard Fiduciary Trust Company Vanguard/PRIMECAP Fund 33,978 - 33,978
Vanguard Fiduciary Trust Company Vanguard/PRIMECAP Fund 31,243 - 31,243
Vanguard Fiduciary Trust Company Vanguard/PRIMECAP Fund 32,329 - 32,329
Vanguard Fiduciary Trust Company Vanguard International Growth Portfolio 22,646 - 22,646
Vanguard Fiduciary Trust Company Vanguard International Growth Portfolio 21,145 - 21,145
Vanguard Fiduciary Trust Company Vanguard International Growth Portfolio 17,465 - 17,465
<CAPTION>
(a) (h) (i)
Current
Value of Asset Net
(On Date of Gain
Identity of Party Involved Transaction) (Loss)
- -------------------------------- -------------- ------
<S> <C> <C>
INDIVIDUAL TRANSACTIONS (CONTINUED):
Vanguard Fiduciary Trust Company $57,395 $ -
Vanguard Fiduciary Trust Company 35,865 -
Vanguard Fiduciary Trust Company 17,130 -
Vanguard Fiduciary Trust Company 70,653 -
Vanguard Fiduciary Trust Company 43,855 -
Vanguard Fiduciary Trust Company 43,286 -
Vanguard Fiduciary Trust Company 41,502 -
Vanguard Fiduciary Trust Company 41,235 -
Vanguard Fiduciary Trust Company 71,694 -
Vanguard Fiduciary Trust Company 54,940 -
Vanguard Fiduciary Trust Company 39,321 -
Vanguard Fiduciary Trust Company 47,155 -
Vanguard Fiduciary Trust Company 41,071 -
Vanguard Fiduciary Trust Company 42,501 -
Vanguard Fiduciary Trust Company 52,546 -
Vanguard Fiduciary Trust Company 33,477 -
Vanguard Fiduciary Trust Company 32,505 -
Vanguard Fiduciary Trust Company 31,296 -
Vanguard Fiduciary Trust Company 30,761 -
Vanguard Fiduciary Trust Company 52,179 -
Vanguard Fiduciary Trust Company 40,001 -
Vanguard Fiduciary Trust Company 30,108 -
Vanguard Fiduciary Trust Company 33,978 -
Vanguard Fiduciary Trust Company 31,243 -
Vanguard Fiduciary Trust Company 32,329 -
Vanguard Fiduciary Trust Company 22,646 -
Vanguard Fiduciary Trust Company 21,145 -
Vanguard Fiduciary Trust Company 17,465 -
</TABLE>
Columns (e) Lease Rental and (f) Transaction Expense are not applicable to this
Plan and, accordingly, have been omitted.
This supplemental schedule lists individual and series of transactions
in excess of 5% of the fair market value of Plan assets at the
beginning of the year as required by the Department of Labor
Rules and Regulations for Reporting and Disclosure.
-11-
<PAGE> 14
SCHEDULE II
Page 3 of 3
WESTAR SECURITY SERVICES 401(K) PLAN
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
EIN: 75-2683068
PLAN #: 001
<TABLE>
<CAPTION>
(a) (b) (c) (d) (g)
Purchase Selling Cost of
Identity of Party Involved Description of Asset Price Price Asset
- -------------------------------- ----------------------------------------------------- -------- --------- -------
<S> <C> <C> <C> <C>
SERIES OF TRANSACTIONS:
Western Resources, Inc. Western Resources Common stock $152,015 $ -- $152,015
Vanguard Fiduciary Trust Company Vanguard/Wellington Fund 346,686 -- 346,686
Vanguard Fiduciary Trust Company Vanguard/Wellington Fund -- 34,618 33,752
Vanguard Fiduciary Trust Company Vanguard/Windsor Fund 593,417 -- 593,417
Vanguard Fiduciary Trust Company Vanguard/Windsor Fund -- 33,570 33,560
Vanguard Fiduciary Trust Company Vanguard Money Market Reserves - Prime Portfolio 232,324 -- 232,324
Vanguard Fiduciary Trust Company Vanguard Money Market Reserves - Prime Portfolio -- 25,606 25,606
Vanguard Fiduciary Trust Company Vanguard Index Trust - 500 Portfolio 555,665 -- 555,665
Vanguard Fiduciary Trust Company Vanguard Index Trust - 500 Portfolio -- 38,695 37,067
Vanguard Fiduciary Trust Company Vanguard/PRIMECAP Fund 430,270 -- 430,270
Vanguard Fiduciary Trust Company Vanguard/PRIMECAP Fund -- 27,542 25,386
Vanguard Fiduciary Trust Company Vanguard International Growth Portfolio 174,924 -- 174,924
Vanguard Fiduciary Trust Company Vanguard International Growth Portfolio -- 21,638 22,744
Vanguard Fiduciary Trust Company Vanguard Bond Index Fund - Total Bond Market Portfolio 97,015 -- 97,015
<CAPTION>
(a) (h) (i)
Current
Value of Asset Net
(On Date of Gain
Identity of Party Involved Transaction) (Loss)
- -------------------------------- -------------- ------
<S> <C> <C>
SERIES OF TRANSACTIONS:
Western Resources, Inc. $152,015 $ --
Vanguard Fiduciary Trust Company 346,686 --
Vanguard Fiduciary Trust Company 34,618 866
Vanguard Fiduciary Trust Company 593,417 --
Vanguard Fiduciary Trust Company 33,570 10
Vanguard Fiduciary Trust Company 232,324 --
Vanguard Fiduciary Trust Company 25,606 --
Vanguard Fiduciary Trust Company 555,665 --
Vanguard Fiduciary Trust Company 38,695 1,628
Vanguard Fiduciary Trust Company 430,270 --
Vanguard Fiduciary Trust Company 27,542 2,156
Vanguard Fiduciary Trust Company 174,924 --
Vanguard Fiduciary Trust Company 21,638 (1,106)
Vanguard Fiduciary Trust Company 97,015 --
</TABLE>
Columns (e) Lease Rental and (f) Transaction Expense are not applicable to this
Plan and, accordingly, have been omitted.
This supplemental schedule lists individual and series of transactions
in excess of 5% of the fair market value of Plan assets at the
beginning of the year as required by the Department of Labor
Rules and Regulations for Reporting and Disclosure.
-12-
<PAGE> 15
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
reports included in this Form 11-K, into the Company's previously filed S-8
Registration Statement File No. 333-20413.
ARTHUR ANDERSEN LLP
Dallas, Texas
June 26, 1998
-13-
