SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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For the Plan year ended December 31, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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For the Transition Period from _________________ to _________________
Commission file number 1-3523
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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
EIN: 48-0290150
PN: 004
WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN
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FINANCIAL STATEMENTS AS OF DECEMBER 31, 2000 AND 1999
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TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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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 (the Plan), as of
December 31, 2000 and 1999, 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 auditing standards generally accepted
in the United States. 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, 2000 and 1999, and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States.
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 at end of year) as of December 31, 2000, and of 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 15, 2001
EIN: 48-0290150
PN: 004
WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN
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STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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DECEMBER 31, 2000 AND 1999
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2000 1999
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ASSETS
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Investments (See Note 3) $336,722,613 $311,056,169
Interest and Dividends Receivable 707,475 1,048,352
Accounts Receivable 60,632 -
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Total Assets $337,490,720 $312,104,521
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LIABILITIES
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Accounts Payable $ - $ 165,122
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NET ASSETS AVAILABLE FOR BENEFITS $337,490,720 $311,939,399
============ ============
The accompanying notes to financial statements
are an integral part of these statements.
EIN: 48-0290150
PN: 004
WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN
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STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
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2000 1999
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ADDITIONS:
INVESTMENT INCOME-
Net Appreciation (Depreciation) in
Fair Value of Investments $ 7,892,113 $ (9,483,118)
Interest 3,750,356 3,879,234
Dividends 20,117,135 22,311,206
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Total Investment Income 31,759,604 16,707,322
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CONTRIBUTIONS:
Participant 11,390,331 10,619,755
Employer 3,190,073 2,991,283
Rollover 430,090 338,278
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Total Contributions 15,010,494 13,949,316
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Total Additions 46,770,098 30,656,638
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DEDUCTIONS:
Benefits Paid to Participants 21,190,472 17,083,036
Other 28,305 28,170
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Total Deductions 21,218,777 17,111,206
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NET INCREASE 25,551,321 13,545,432
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 311,939,399 298,393,967
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End of year $337,490,720 $311,939,399
============ ============
The accompanying notes to financial statements
are an integral part of these statements.
WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN
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NOTES TO FINANCIAL STATEMENTS
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DECEMBER 31, 2000 AND 1999
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(1) PLAN DESCRIPTION:
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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 retirement savings
plan. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA), as amended.
(b) Eligibility--An employee shall become eligible to participate in
the Plan as of the first day of the calendar month following
commencement of active full-time employment.
(c) 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.
Contributions up to the first 6 percent of a participant's earnings are
matched 50 percent by the Company. The matching Company contribution
may be made in either cash or in Western Resources, Inc. common stock,
generally at the option of the Company. If Company-matching
contributions are made in the form of Company stock, such contributions
may not be transferred to other investment funds. 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-matching 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.
(d) 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.
(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 one to five
years for general purpose loans and up to 30 years for principle
residence loans, provided the age criteria is met.
(f) Tax Status--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--Although it has not expressed an intent to do so,
the Company is free to terminate the Plan at any time subject to the
provisions of ERISA. Upon termination, all participant accounts remain
fully vested.
(2) SIGNIFICANT ACCOUNTING POLICIES:
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(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 accounting principles generally accepted in the United
States 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.
(d) Investment Valuation--The Plan's investments are stated at fair
value except for its investment contracts, which are valued at contract
value which approximates market as determined by the custodian. Quoted
market prices are used to value investments. Shares of mutual funds are
valued at the net asset value of shares held by the Plan at year-end.
(3) INVESTMENTS:
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The plan provides for investments that are exposed to various risks. It is
possible that changes in the values of investments will occur in the near-term
and could materially affect the amounts reported in the statements of net assets
available for benefits.
The following investments represent over 5 percent of net assets available for
benefits at December 31:
2000 1999
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Vanguard Windsor Fund $74,916,725 $72,956,350
Western Resources, Inc.
Common Stock Fund* 56,875,808* 35,261,477*
Fidelity Magellan Fund 44,259,525 50,206,306
Vanguard PRIMECAP Fund 52,001,403 40,840,917
Vanguard 500 Index Fund 23,202,331 24,950,306
*Includes both participant and nonparticipant-directed funds
The net 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, 2000, consisted of the following:
Fidelity Magellan Fund $(6,393,306)
Vanguard 500 Index Fund (2,516,278)
Vanguard International Growth Fund (504,799)
Vanguard PRIMECAP Fund (2,403,279)
Vanguard Total Bond Market
Index Fund 53,841
Vanguard Wellington Fund 104,940
Vanguard Windsor Fund 1,007,596
Western Resources, Inc.
Common Stock Fund 18,543,398
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Net Depreciation in Fair
Value of Investments $ 7,892,113
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(4) INVESTMENT CONTRACTS WITH INSURANCE COMPANIES:
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The Plan has entered into investment contracts with several insurance companies.
Each insurance company maintains contributions in a general account. The
accounts are credited with earnings on the underlying investments and charged
for participant withdrawals and administrative expenses. The contracts are
included in the accompanying statements of net assets available for benefits at
contract value (which approximates fair value) as reported to the Plan by the
custodian. Contract value represents contributions made under the contract, plus
earnings, less participant withdrawals and administrative expenses. The
crediting interest rate of the investment contracts ranged from 5.47 percent to
7.56 percent as of December 31, 2000, and 5.5 percent and 7.2 percent as of
December 31, 1999.
(5) NONPARTICIPANT-DIRECTED INVESTMENTS:
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Information about the net assets and the significant components of the changes
in net assets related to the nonparticipant-directed investments is as follows
at December 31:
2000 1999
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Net Assets:
Western Resources, Inc.
Common Stock Fund $3,234,070 $742,519
========== ========
Changes in Net Assets Available for Benefits:
Net Appreciation(Depreciation) $ 948,313 (270,248)
Dividends 137,017 39,267
Contributions 1,481,087 983,288
Disbursements and Transfers to
participant-directed investments (74,866) (9,788)
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$2,491,551 $742,519
========== ========
EIN: 48-0290150
PN: 004
PAGE 1 OF 2
WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN
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Schedule H, line 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR)
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DECEMBER 31, 2000
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Number Carrying
Description Of Units Cost Value
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AIG Life, investment
contract #944, matures 8/15/01 1,678,818 $1,678,818 $1,678,818
AIG Life, investment
contract #1076, matures 8/15/01 2,052,473 2,052,473 2,052,473
Allstate Life Insurance Company,
investment contract #6148,
matures 10/31/03 3,029,549 3,029,549 3,029,549
Deutsche Bank, investment
contract #1, general account,
matures 6/30/01 3,582,908 3,582,908 3,582,908
Deutsche Bank, investment
contract #2, general account,
no maturity date 8,928,973 8,928,973 8,928,973
John Hancock Life Insurance,
investment contract #15073,
matures 1/31/05 3,034,257 3,034,257 3,034,257
Life of Virginia, investment
contract #GS3115,
matures 10/31/01 1,929,191 1,929,191 1,929,191
Massachusetts Mutual Life
Insurance, investment contract
#35034, matures 4/30/04 5,305,671 5,305,671 5,305,671
Natwest Markets Sam, investment
contract #185A, matures 6/30/02 7,569,097 7,569,097 7,569,097
New York Life Insurance Company,
investment contract #30309,
matures 10/31/02 3,027,423 3,027,423 3,027,423
Principal Mutual Life Insurance
Company, investment contract
#418026-2, matures 1/31/04 3,216,613 3,216,613 3,216,613
EIN: 48-0290150
PN: 004
PAGE 2 OF 2
WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN
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Schedule H, line 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR)
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DECEMBER 31, 2000
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Number Carrying
Description Of Units Cost Value
----------- ---------- ---------- ----------
*Vanguard Prime Money Market
Fund 12,627,309 $ 12,627,309 $ 12,627,309
*Vanguard Windsor Fund 4,899,720 74,441,813 74,916,725
*Vanguard PRIMECAP Fund 861,236 41,350,900 52,001,403
*Vanguard 500 Index Fund 190,402 18,063,912 23,202,331
*Vanguard Wellington Fund 515,199 13,888,558 14,533,752
Fidelity Magellan Fund 370,994 35,013,752 44,259,525
*Vanguard International Growth
Fund 150,557 2,907,230 2,841,006
*Vanguard Total Bond
Market Index Fund 159,341 1,564,938 1,587,032
*Western Resources, Inc.
Common Stock 2,292,224 52,907,359 56,875,808
*Participant loans, at interest
rates ranging from 5.7% to 14% 10,522,749 10,522,749
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Total Investments $306,643,493 $336,722,613
============ ============
*Investment with party-in-interest to the Plan.
EIN: 48-0290150
PN: 004
WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN
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Schedule H, line 4j- SCHEDULE OF REPORTABLE TRANSACTIONS
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FOR THE YEAR ENDED DECEMBER 31, 2000
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Investment/ Historical Carrying Value Historical
Description Type Price(1) Cost On Trans. Date Gain (Loss)
----------- ---- ------- ---- -------------- -----------
Western
Resources
Common Stock
Fund Purchases $12,262,482 $12,262,482
Sales 9,272,654 $10,549,519 9,272,654 ($1,276,865)
(1) Amounts shown in this column are costs of purchases or proceeds from
sales.
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
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/s/ James A. Martin Chairman June 27, 2001
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James A. Martin
/s/ Bruce A. Akin Member June 27, 2001
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Bruce A. Akin
/s/ Carl M. Koupal, Jr. Member June 27, 2001
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Carl M. Koupal, Jr.
/s/ Richard D. Terrill Member June 27, 2001
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Richard D. Terrill
EXHIBIT INDEX
Exhibit
Number Description of Documents Page
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23 Consent of Independent Public Accountants
(filed electronically)