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Table of Contents
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT
Director (age), year first became a director: Description
Directors (Class I) - Term Expiring in 2003
Charles Q. Chandler, IV (47), 1999: Mr. Chandler
is Chairman of the Board, President, and Chief Executive Officer of INTRUST
Bank, N.A. (since February 1996) and President of INTRUST Financial Corporation.
Mr. Chandler was Executive Vice President and Vice Chairman of INTRUST
Bank, N.A. until 1996. Both companies are located in Wichita, Kansas.
Mr. Chandler is a director of INTRUST Financial Corporation, the First
National Bank of Pratt, Kansas, the Will Rogers Bank in Oklahoma City,
Oklahoma, and the Wesley Medical Center in Wichita, Kansas, and a trustee
for the Kansas State University Endowment Foundation.
John C. Dicus (67), 1990: Mr. Dicus is Chairman
of the Board and Chief Executive Officer of Capitol Federal Savings Bank.
Mr. Dicus is also Chairman of the Board and Chief Executive Officer of
Capitol Federal Financial and Capitol Federal Savings Bank MHC (since
March 1999). These companies are located in Topeka, Kansas. Mr. Dicus
is a director for Security Benefit Life Insurance Company and Columbian
National Title Company, and a trustee of the Menniger Foundation, Stormont-Vail
HealthCare, Inc. and the Kansas University Endowment Association.
Douglas T. Lake (50), 2000: Mr. Lake is Executive
Vice President and Chief Strategic Officer of the company (since September
1998). Prior to that Mr. Lake was Senior Managing Director at Bear, Stearns
& Co. Inc., an investment banking firm. Mr. Lake is also Chairman
of the Board of Protection One, Inc., and a director of ONEOK, Inc. and
Guardian International, Inc.
Owen F. Leonard (60), 2000: Mr. Leonard is President
of KL Industries, Saddle Brook, New Jersey. KL Industries is privately
held investment company which manufactures equipment for the electronics
industry. Mr. Leonard is a director for QuVIS, Inc., Fox Run Holdings,
Inc. and Waco Instruments, Inc.
Directors (Class II) - Term Expiring in 2001
Gene A. Budig (61), 1999: Dr. Budig is Senior Advisor
to the Commissioner of Baseball in New York, New York (since March 2000).
Prior to that time, Dr. Budig was President of the American League of
Professional Baseball Clubs. Dr. Budig is a director of the Harry S. Truman
Library Institute, the Ewing Marion Kauffman Foundation, the Major League
Baseball Hall of Fame and the Media Studies Center-Freedom Forum.
John C. Nettels, Jr. (44), 2000: Mr. Nettels is
a Partner with the law firm of Morrison & Hecker, L.L.P. in Wichita,
Kansas.
David C. Wittig (45), 1996: Mr. Wittig is Chairman
of the Board, President, and Chief Executive Officer of the Company (since
January 1999, March 1996, and July 1998, respectively). Prior to that
time, Mr. Wittig was Executive Vice President of Corporate Development.
Mr. Wittig is a director of Waco Instruments, Inc. and Fox Run Holdings,
Inc. Mr. Wittig is a trustee of the Kansas University Endowment Association
and Boys Harbor, Inc.
Directors (Class III) - Term Expiring in 2002
Frank J. Becker (65), 1992: Mr. Becker is President
of Becker Investments, Inc. in Lawrence, Kansas. Mr. Becker is a director
of the Douglas County Bank, Martin K. Eby Construction Company, and IMA
Insurance, Inc., and a trustee of the Kansas University Endowment Association.
Louis W. Smith (58), 1991: Mr. Smith is President
and Chief Executive Officer (since July 1997) of the Ewing Marion Kauffman
Foundation in Kansas City, Missouri. Mr. Smith is a director of the Ewing
Marion Kauffman Foundation, Sprint Corporation, H & R Block, Inc.,
and Midwest Research Institute.
See "Executive Officers of the Company" in "Item
1. Business," for the information relating to the company's Executive
Officers as required by Item 10 which is incorporated herein by reference.
Table of Contents
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 will be included in
an amendment to this Form 10-K to be filed by us with the SEC.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 will be included in
an amendment to this Form 10-K to be filed by us with the SEC.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K
The following financial statements are included herein.
FINANCIAL STATEMENTS
Report of Independent Public Accountants Consolidated Balance Sheets,
December 31, 2000 and 1999 Consolidated Statements of Income, for the
years ended December 31, 2000, 1999 and 1998
Consolidated Statements of Comprehensive Income, for the years ended December
31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows, for the years ended December 31,
2000, 1999 and 1998
Consolidated Statements of Shareholders' Equity, for the years ended December
31, 2000, 1999, and 1998
Notes to Consolidated Financial Statements
SCHEDULES
Schedule II - Valuation and Qualifying Accounts
Schedules omitted as not applicable or not required under
the Rules of regulation S-X: I, III, IV, and V
REPORTS ON FORM 8-K
|
Form 8-K filed November 17, 2000 - Announcement
of merger agreement between Public Service
|
| |
Company of New Mexico and Western Resources.
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Form 8-K filed November 27, 2000 - Press release
announcing that Western Resources and KGE filed
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separate requests with the KCC seeking recovery
of investments in new power plants and higher operating and maintenance
costs.
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EXHIBIT INDEX
All exhibits marked "I" are incorporated
herein by reference. All exhibits marked by an asterisk are management
contracts or compensatory plans or arrangements required to be identified
by Item 14(a)(3) of Form 10-K.
Description
|
2(a)
|
-Agreement and Plan of Restructuring and Merger, dated as
of November 8, 2000 among the company, Public Service Company
of New Mexio, HVOLT Enterprises, Inc., HVK, Inc. and HVNM,
Inc. (filed as Exhibit 99.1 to the November 17, 2000 Form
8-K)
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I
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3(a)
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-By-laws of the company, as amended March 16, 2000 (filed
as Exhibit 3(a) to December 1999 Form 10-K)
|
I |
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3(b)
|
-Restated Articles of Incorporation of the company, as amended
through May 25, 1988 (filed as Exhibit 4 to Registration Statement,
SEC File No. 33-23022)
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I
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3(c)
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-Certificate of Amendment to Restated Articles of Incorporation
of the company dated March 29, 1991.
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I
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3(d)
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-Certificate of Designations for Preference Stock, 8.5% Series,
without par value, dated March 31, 1991 (filed as exhibit
3(d) to December 1993 Form 10-K)
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I
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3(e)
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-Certificate of Correction to Restated Articles of Incorporation
of the company dated December 20, 1991 (filed as exhibit 3(b)
to December 1991 Form 10-K)
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I
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3(f)
|
-Certificate of Designations for Preference Stock, 7.58%
Series, without par value, dated April 8, 1992 (filed as exhibit
3(e) to December 1993 Form 10-K)
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I
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3(g)
|
-Certificate of Amendment to Restated Articles of Incorporation
of the company dated May 8, 1992 (filed as exhibit 3(c) to
December 31, 1994 Form 10-K)
|
I
|
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3(h)
|
-Certificate of Amendment to Restated Articles of Incorporation
of the company dated May 26, 1994 (filed as exhibit 3 to June
1994 Form 10-Q)
|
I
|
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3(i)
|
-Certificate of Amendment to Restated Articles of Incorporation
of the company dated May 14, 1996 (filed as exhibit 3(a) to
June 1996 Form 10-Q)
|
I
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|
3(j)
|
-Certificate of Amendment to Restated Articles of Incorporation
of the company dated May 12, 1998 (filed as exhibit 3 to March
1998 Form 10-Q)
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I
|
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3(k)
|
-Form of Certificate of Designations for 7.5% Convertible
Preference Stock (filed as Exhibit 99.4 to November 17, 2000
Form 8-K).
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I
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4(a)
|
-Deferrable Interest Subordinated Debentures dated November
29, 1995, between the company and Wilmington Trust Delaware,
Trustee. (filed as Exhibit 4(c) to Registration Statement
No. 33-63505)
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I
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4(b)
|
-Mortgage and Deed of Trust dated July 1, 1939 between the
Company and Harris Trust and Savings Bank, Trustee. (filed
as Exhibit 4(a) to Registration Statement No. 33-21739)
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I
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4(c)
|
-First through Fifteenth Supplemental Indentures dated July
1, 1939, April 1, 1949, July 20, 1949, October 1, 1949, December
1, 1949, October 4, 1951, December 1, 1951, May 1, 1952, October
1, 1954, September 1, 1961, April 1, 1969, September 1, 1970,
February 1, 1975, May 1, 1976 and April 1, 1977, respectively.
(filed as Exhibit 4(b) to Registration Statement No. 33-21739)
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I
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4(d)
|
-Sixteenth Supplemental Indenture dated June 1, 1977. (filed
as Exhibit 2-D to Registration Statement No. 2-60207)
|
I
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4(e)
|
-Seventeenth Supplemental Indenture dated February 1, 1978.
(filed as Exhibit 2-E to Registration Statement No. 2-61310)
|
I
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4(f)
|
-Eighteenth Supplemental Indenture dated January 1, 1979.
(filed as Exhibit (b) (1)-9 to Registration Statement No.
2-64231)
|
I
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4(g)
|
-Nineteenth Supplemental Indenture dated May 1, 1980. (filed
as Exhibit 4(f) to Registration Statement No. 33-21739)
|
I
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4(h)
|
-Twentieth Supplemental Indenture dated November 1, 1981.
(filed as Exhibit 4(g) to Registration Statement No. 33-21739)
|
I
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4(i)
|
-Twenty-First Supplemental Indenture dated April 1, 1982.
(filed as Exhibit 4(h) to Registration Statement No. 33-21739)
|
I
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4(j)
|
-Twenty-Second Supplemental Indenture dated February 1, 1983.
(filed as Exhibit 4(i) to Registration Statement No. 33-21739)
|
I
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4(k)
|
-Twenty-Third Supplemental Indenture dated July 2, 1986.
(filed as Exhibit 4(j) to Registration Statement No. 33-12054)
|
I
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4(l)
|
-Twenty-Fourth Supplemental Indenture dated March 1, 1987.
(filed as Exhibit 4(k) to Registration Statement No. 33-21739)
|
I
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4(m)
|
-Twenty-Fifth Supplemental Indenture dated October 15, 1988.
(filed as Exhibit 4 to the September 1988 Form 10-Q)
|
I
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4(n)
|
-Twenty-Sixth Supplemental Indenture dated February 15, 1990.
(filed as Exhibit 4(m) to the December 1989 Form 10-K)
|
I
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4(o)
|
-Twenty-Seventh Supplemental Indenture dated March 12, 1992.
(filed as exhibit 4(n) to the December 1991 Form 10-K)
|
I
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4(p)
|
-Twenty-Eighth Supplemental Indenture dated July 1, 1992.
(filed as exhibit 4(o) to the December 1992 Form 10-K)
|
I
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4(q)
|
-Twenty-Ninth Supplemental Indenture dated August 20, 1992.
(filed as exhibit 4(p) to the December 1992 Form 10-K)
|
I
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4(r)
|
-Thirtieth Supplemental Indenture dated February 1, 1993.
(filed as exhibit 4(q) to the December 1992 Form 10-K)
|
I
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4(s)
|
-Thirty-First Supplemental Indenture dated April 15, 1993.
(filed as exhibit 4(r) to Registration Statement No. 33-50069)
|
I
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4(t)
|
-Thirty-Second Supplemental Indenture dated April 15, 1994,
(filed as Exhibit 4(s) to the December 31, 1994 Form 10-K)
|
I
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4(v)
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-Thirty-Fourth Supplemental Indenture dated June 28, 2000
|
|
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4(w)
|
-Debt Securities Indenture dated August 1, 1998. (filed as
Exhibit 4.1 to the June 30, 1998 Form 10-Q)
|
I
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4(x)
|
-Form of Note for $400 million 6.25% Putable/Callable Notes
due August 15, 2018, Putable/Callable August 15, 2003 (filed
as Exhibit 4.2 to the June 30, 1998 Form 10-Q)
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I
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Instruments defining the rights of holders of other long-term
debt not required to be filed as exhibits will be furnished
to the Commission upon request.
|
|
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|
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10(a)
|
-Long-Term Incentive and Share Award Plan. (filed as Exhibit
10(a) to the June 1996 Form 10-Q)*
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I
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10(b)
|
-Form of Employment Agreements with Messers. Grennan, Koupal,
Lake, Terrill, Wittig and Ms. Sharpe.*
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I
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10(c)
|
-A Rail Transportation Agreement among Burlington Northern
Railroad Company, the Union Pacific Railroad Company and the
Company. (filed as Exhibit 10 to the June 1994 Form 10-Q)
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I
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10(d)
|
-Agreement between the Company and AMAX Coal West Inc. effective
March 31, 1993. (filed as Exhibit 10(a) to the December 31,
1993 Form 10-K)
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I
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10(e)
|
-Agreement between the Company and Williams Natural Gas Company
dated October 1, 1993. (filed as Exhibit 10(b) to the December
31, 1993 Form 10-K)
|
I
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10(f)
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-Deferred Compensation Plan (filed as Exhibit 10(i) to the
December 31, 1993 Form 10-K)*
|
I
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|
10(g)
|
-Short-term Incentive Plan (filed as Exhibit 10(k) to the
December 31, 1993 Form 10-K)*
|
I
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10(h)
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-Outside Directors' Deferred Compensation Plan (filed as
Exhibit 10(l) to the December 31, 1993 Form 10-K)*
|
I
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10(i)
|
-Executive Salary Continuation Plan of Western Resources,
Inc., as revised, effective September 22, 1995. (filed as
Exhibit 10(j) to the December 31, 1995 Form 10-K)*
|
I
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10(j)
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-Letter Agreement between the company and David C. Wittig,
dated April 27, 1995. (filed as Exhibit 10(m) to the December
31, 1995 Form 10-K)*
|
I
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10(k)
|
-Form of Shareholder Agreement between New ONEOK and the
company. (filed as Exhibit 99.3 to the December 12, 1997 Form
8-K)
|
I
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10(l)
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-Form of Split Dollar Insurance Agreement (filed as Exhibit
10.3 to the June 30, 1998 Form 10-Q)*
|
I
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10(m)
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-Amendment to Letter Agreement between the company and David
C. Wittig, dated April 27, 1995 (filed as Exhibit 10 to the
June 30, 1998 Form 10-Q/A)*
|
I
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10(n)
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-Letter Agreement between the company and Douglas T. Lake,
dated August 17, 1998.*
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I
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10(o)
|
-Form of Change of Control Agreement with officers of the
company*
|
|
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10(p)
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-Amendment to Outside Directors' Deferred Compensation Plan
dated May 17, 2001.*
|
|
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10(q)
|
-Asset Allocation and Separation Agreement, dated as of November
8, 2000, between the Company and Westar Industries, Inc. (filed
as Exhibit 99.2 to the November 17, 2000 Form 8-K)
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I
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12
|
-Computation of Ratio of Consolidated Earnings to Fixed Charges.
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21
|
-Subsidiaries of the Registrant.
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23
|
-Consent of Independent Public Accountants, Arthur Andersen
LLP
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Table of Contents
WESTERN RESOURCES, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Dollars in Thousands)
|
Description
|
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
|
Charged to
Other
Accounts(a)
|
|
Deductions
|
|
|
Balance
at End
of Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Year ended December 31, 1998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowances deducted from assets for doubtful
accounts
|
$
|
8,391
|
$
|
24,726
|
|
$
|
2,289
|
$
|
(5,862
|
)
|
$
|
29,544
|
|
Monitored services special charge (a)
|
|
3,856
|
|
-
|
|
|
-
|
|
(2,831
|
)
|
|
1,025
|
|
Accrued exit fees, change in estimate, shut-down
and severance costs (b)
|
|
-
|
|
22,900
|
|
|
-
|
|
-
|
|
|
22,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 1999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowances deducted from assets for doubtful
accounts
|
|
29,544
|
|
24,302
|
|
|
-
|
|
(18,081
|
)
|
|
35,765
|
|
Monitored services special charge (a)
|
|
1,025
|
|
-
|
|
|
-
|
|
(1,025
|
)
|
|
-
|
|
Accrued exit fees, shut-down and severance
costs (b)
|
|
22,900
|
|
(5,632
|
) |
|
-
|
|
(16,888
|
)
|
|
380
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowances deducted from assets for doubtful
accounts
|
|
35,765
|
|
23,690
|
|
|
-
|
|
(13,639
|
)
|
|
45,816
|
|
Accrued exit fees, shut-down and severance
costs
|
|
380
|
|
-
|
|
|
-
|
|
-
|
|
|
380
|
|
(a)
|
Consists of costs to close duplicate facilities and severance
and compensation benefits.
|
|
(b)
|
See Note 17 of Notes to the Consolidated Financial Statements
for further information.
|
SIGNATURE
Pursuant to the requirements of Sections 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
WESTERN RESOURCES, INC.
|
Date April 2, 2001
|
|
By /s/ DAVID C. WITTIG
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|
|
|
| |
|
David C. Wittig, Chairman of the Board,
President and Chief Executive Officer
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Back to Top
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934 this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated:
|
Signature
|
Title
|
Date
|
|
|
|
|
DAVID C. WITTIG
|
Chairman of the Board,
|
April 2, 2001
|
|
President and Chief
|
|
|
(David C. Wittig)
|
Executive Officer
|
|
| |
(Principal Executive Officer)
|
|
| |
|
|
|
JAMES A. MARTIN
|
Senior Vice President
|
April 2, 2001
|
|
and Treasurer
|
|
|
(James A. Martin)
|
(Principal Financial and
|
|
| |
Accounting Officer)
|
|
| |
|
|
|
FRANK J. BECKER
|
Director
|
April 2, 2001
|
|
|
|
|
(Frank J. Becker)
|
|
|
| |
|
|
|
GENE A. BUDIG
|
Director
|
April 2, 2001
|
|
|
|
|
(Gene A. Budig)
|
|
|
| |
|
|
|
CHARLES Q. CHANDLER, IV
|
Director
|
April 2, 2001
|
|
|
|
|
(Charles Q. Chandler, IV)
|
|
|
| |
|
|
|
JOHN C. DICUS
|
Director
|
April 2, 2001
|
|
|
|
|
(John C. Dicus)
|
|
|
| |
|
|
|
DOUGLAS T. LAKE
|
Director
|
April 2, 2001
|
|
|
|
|
(Douglas T. Lake)
|
|
|
| |
|
|
|
OWEN F. LEONARD
|
Director
|
April 2, 2001
|
|
|
|
|
(Owen F. Leonard)
|
|
|
| |
|
|
|
JOHN C. NETTELS, JR.
|
Director
|
April 2, 2001
|
|
|
|
|
(John C. Nettels, Jr.)
|
|
|
| |
|
|
|
LOUIS W. SMITH
|
Director
|
April 2, 2001
|
|
|
|
|
(Louis W. Smith)
|
|
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Table of Contents
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