SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
GUARDIAN INTERNATIONAL, INC.
(Name of Issuer)
Class A Voting Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
401376 10 8
(CUSIP Number)
Marilyn K. Dalton
Secretary and Treasurer
Westar Capital, Inc.
818 Kansas Avenue
Topeka, Kansas 66612
(785) 575-8020
Copies to:
John K. Rosenberg, Esq.
818 Kansas Avenue
Topeka, Kansas 66612
(785) 575-6535
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 24, 1997
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
CUSIP NO. 401376 10 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westar Capital, Inc; 48-1092416
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
NA
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
7. SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,760,000
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
4,760,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,760,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.8%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 401376 10 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westar Security, Inc; 48-1169432
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
NA
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
7. SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,760,000
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
4,760,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,760,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.8%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 401376 10 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Protection One, Inc; 93-1063818
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
7. SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,760,000
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
4,760,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,760,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.8%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, Westar
Capital, Inc., a Kansas corporation ( the "Westar Capital"), hereby amends and
supplements its Statement on Schedule 13D originally filed by Westar Capital
on October 24, 1997, (the "Statement"), with respect to the Class A Voting
Common Stock, par value $.001 per share (the "Shares") of Guardian
International, Inc. (The "Issuer"). Unless otherwise indicated, each
capitalized term used but not defined herein shall have the meaning assigned
to such term in the Statement.
Item 1. Security and Issuer.
No material change.
Item 2. Identity and Background.
This Statement is hereby amended to add as reporting persons
Protection One, Inc., a Delaware corporation ("Protection One") and Protection
One's wholly owned subsidiary Westar Security, Inc., a Kansas corporation
("Westar Security"). As reported in Amendment No. 1 to the Statement, Westar
Capital owns more than 80% of the outstanding common stock of Protection One
and is a wholly owned subsidiary of WRI. As set forth in Items 3 and 4 below,
in connection with the Protection One Transaction, Westar Security was
contributed by Westar Capital to Protection One and the securities of the
Issuer previously held by Westar Capital that are reported in this Statement
were transferred to Westar Security.
Protection One is a holding company engaged through its direct and
indirect wholly owned subsidiaries, including Westar Security, in the business
of providing security alarm monitoring services and the sale, installation and
servicing of security alarm systems for residential and business subscribers.
The principal executive offices of Protection One are located at 6011 Bristol
Parkway, Culver City, California 90230; the principal executive offices of
Westar Security are located at 4421 W. John Carpenter Freeway, Irving, Texas
75063.
From and after the date hereof, Protection One, Westar Security,
Westar Capital and WRI are collectively referred to in this Statement as the
"Reporting Persons."
Each director and each executive officer of each of Protection One
and Westar Security is, to the knowledge of Protection One and Westar
Security, a citizen of the United States of America. The name, business
address and present principal occupation or employment (including the name,
principal business and address of any corporation or other organization in
which such employment is conducted) of each director and executive officer of
each of Protection One and Westar Security are set forth in Exhibit A to this
Statement, which is incorporated herein by reference.
<PAGE>
During the last five years, neither Protection One and Westar
Security nor, to the knowledge of Protection One and Westar Security, any of
their respective directors or executive officers has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which any of Protection One and
Westar Security or such director or executive officer was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On November 24, 1997, Protection One issued to Westar Capital an
aggregate of 68,673,402 shares of Protection One common stock, representing
approximately 82.4% of the shares of Protection One common stock outstanding
immediately after such issuance, in consideration of the contribution by
Westar Capital to Protection One of the stock of Westar Security and WestSec,
Inc. (which subsidiaries together owned and operated WRI's electronically
monitored security business) and an aggregate of $367.4 million in cash and
marketable securities, including 385,000 Shares. As a part of such
transaction, (i) Westar Capital transferred to Westar Security an additional
2,500,000 Shares and 1,875,000 shares of the Series A Convertible Cumulative
Preferred Stock, par value $.001 per share, of the Issuer (the "Preferred
Stock"), which preferred shares are convertible into Shares at the option of
the holder on a one-for-one basis; (ii) Westar Security was assigned all
rights of Westar Capital arising under, and assumed all obligations incurred
by Westar Capital pursuant to, the Stock Subscription Agreement dated as of
October 14, 1997, between the Issuer and Westar Capital (the "Stock
Subscription Agreement"), the Registration Rights Agreement dated October 21,
1997, between the Issuer and Westar Capital (the "Registration Rights
Agreement"), and the Stockholders Agreement dated as of October 21, 1997,
among the Issuer, Westar Capital and, Harold Ginsburg, Sheilah Ginsburg,
Richard Ginsburg and Rhonda Ginsburg (collectively, the "Ginsburgs" and such
agreement the "Stockholders Agreement"); and (iii) Protection One paid to
Westar Capital, from the funds contributed to Protection One by Westar
Capital, an aggregate of $8,451,500.00 in cash.
Item 4. Purpose of Transaction.
The Shares and the Preferred Stock held by Westar Security were
acquired by Westar Security and Protection One as described in Item 3 hereof
as a result of negotiations between Protection One and WRI; such shares were
acquired and continue to be beneficially owned by Protection One and Westar
Security for investment purposes. By reason of the percentage of the Shares
owned or issuable upon the conversion of the Preferred Stock, Westar
Security's right pursuant to the Stockholders' Agreement to appoint directors
of the Issuer and certain additional rights granted to Westar Security under
the Stockholders Agreement and the Registration Rights Agreement (all as
described in Item 6 hereof), the Reporting Persons may be in a position to
influence whether the Issuer engages in certain corporate transactions,
including those transactions specified in clauses (a) though (j) of Item 4 of
Schedule 13D.
Protection One and Westar Security intend to continually review
their investment in the Issuer and, based upon their evaluation of market and
economic conditions, applicable licensing and other regulatory requirements,
Westar Security's contractual obligations under the Stock Subscription
Agreement, the Stockholders' Agreement and the Registration Rights Agreement,
the Issuer's future results of operations, financial condition and prospects
and other factors that Protection One and Westar Security may deem material to
their investment decision, Protection One and Westar Security may from time to
time determine to modify their investment in the Issuer through any available
means, including open market purchases or sales or private negotiated
transactions or actions of the type specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
Except as indicated in this Statement or as may result from the
terms of the Preferred Stock, the performance of the Stock Subscription
Agreement, the Stockholders Agreement or the Registration Rights Agreement or
the conversion of shares of Preferred Stock, the Reporting Persons have no
current plans or proposals that may result in any of the matters described in
clauses (a) through (j) of Item 4 of Schedule 13D.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Each of Protection One and Westar Security beneficially owns an
aggregate of 4,760,000 Shares. Based upon the number of Shares outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997, the Shares beneficially owned by Protection One and Westar
Security constitute approximately 43.8% of the Shares outstanding after giving
effect to the issuance of the 1,875,000 Shares issuable upon conversion of the
Preferred Stock owned by Protection One and Westar Security.
Of the 4,760,000 Shares reported herein, Westar Security holds of
record, and has direct beneficial ownership of the 2,885,000 Shares and the
1,875,000 shares of Preferred Stock reported herein. Protection One and
Westar Security share the power to vote and dispose of such Shares and
Preferred Stock.
Except as set forth in Item 3 hereof, neither Protection One nor
Westar Security has engaged in any transaction in the Shares during the past
60 days.
Except as set forth in this Statement, neither Protection One nor
Westar Security nor, to the knowledge of Protection One and Westar Security,
any executive officer or director of Protection One and Westar Security
beneficially owns any Shares or has engaged in any transaction in Shares
during the 60-day period immediately preceding the date hereof.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
As described in Item 3 to this Amendment, in connection with the
Protection One Transaction, Westar Security was assigned all rights, and
assumed all obligations, of Westar Capital under the Stock Subscription
Agreement, the Registration Rights Agreement and the Stockholders Agreement.
Accordingly, the rights and obligations of Westar Capital under such
agreements as described in the original filing of the Statement are now rights
and obligations of Westar Security.
Item 7. Material to be Filed as Exhibits.
Exhibit A: List of Officers and Directors of Protection One and Westar
Security.
Exhibit B: Joint Filing Agreement dated December 4, 1997, among Westar
Security, Protection One, Westar Capital, Inc. and WRI.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WESTAR CAPITAL, INC.
By: Marilyn K. Dalton
Marilyn K. Dalton
Secretary and Treasurer
Dated: December 4, 1997
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PROTECTION ONE, INC..
By: James M. MacKenzie, Jr.
James M. Mackenzie, Jr.
President
Dated: December 4, 1997
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WESTAR SECURITY, INC.
By: Marilyn K. Dalton
Marily K. Dalton
Secretary and Treasurer
Dated: December 4, 1997
<PAGE>
Exhibit A
DIRECTORS AND OFFICERS OF PROTECTION ONE, INC.
1. James M. Mackenzie, Jr.
Director, President and Chief Executive Officer
Protection One, Inc.
6011 Bristol Parkway
Culver City, CA 90230
2. Robert M. Chefitz
Managing Director
Patricof & Co. Ventures
445 Park Avenue, 11th Floor
New York, NY 10022
3. Ben Enis
Owner Enis Marketing Counsel/Communications
and prior to that Professor of Marketing at the
University of Southern California
4097 Robin Hill Road
La Canada, CA 91001
4. James Q. Wilson
Retired Professor of Management at the University of
California at Los Angeles
32910 Camino Buena Ventura
Malibu, CA 90265
5. Peter C. Brown
President and Chief Financial Officer and prior to that
Executive Vice President and Chief Financial Officer
AMC Entertainment, Inc.
104 W. 14th Street
Box 419615
Kansas City, MO 64141-6615
6. Howard A. Christensen
President and Chief Executive Officer
Christensen & Associates
9735 N. 90th Place, Suite 200
Scottsdale, AZ 85258
7. Joseph J. Gardner
President
Condev Properties
2487 Aloma Avenue
Winter Park, FL 32792
<PAGE>
8. William J. Gremp
Senior Vice President and Managing Director of the Utilities
and Strategic Finance Group First Union Corporation and prior to that
Managing Director in the Global Power Group at
Chase Manhattan Bank
301 South College Street
Charlotte, NC 28288-0735
9. Steven L. Kitchen
Executive Vice President and
Chief Financial Officer
Western Resources, Inc.
818 Kansas Avenue
Topeka, KS 66601
10. Carl M. Koupal, Jr.
Executive Vice President and
Chief Administrative Officer and prior to that
Executive Vice President Corporate
Communications, Marketing and Economic
Development
Western Resources, Inc.
818 Kansas Avenue
Topeka, KS 66601
11. John C. Nettels, Jr., Esq.
Partner
Morrison & Hecker L.L.P.
600 Commerce Bank Center
150 North Main
Wichita, KS 67202-1320
12. Jane Dresner Sadaka
Advisory Board Member and prior to that
Special Limited Partner
Kellner DiLeo Investments
895 Park Avenue, Apt. 6B
New York, NY 10021
13. John W. Hesse
Executive Vice President, Chief Financial Officer
and Secretary
4221 W. John Carpenter
Irving, TX 75063
<PAGE>
14. John E. Mack, III
Executive Vice President, Business Development
and Assistant Secretary
Protection One, Inc.
6011 Bristol Parkway
Culver City, CA 90230
15. Thomas K. Rankin
Executive Vice President, Branch Management
and Assistant Secretary
Protection One, Inc.
6011 Bristol Parkway
Culver City, CA 90230
16. George A. Weinstock
Executive Vice President and Assistant Secretary
Protection One, Inc.
6011 Bristol Parkway
Culver City, CA 90230
<PAGE> DIRECTORS AND OFFICERS OF WESTAR SECURITY, INC.
1. Steven L. Kitchen
Director,Westar Security, Inc.
Executive Vice President and
Chief Financial Officer Western Resources, Inc.
818 Kansas Avenue
Topeka, KS 66612
2. Steven A. Millstein
Director, President
Westar Security, Inc.
4221 W. John Carpenter Freeway
Irving, TX 75063
3. John K. Rosenberg
Director, Westar Security, Inc.
Executive Vice President and
General Counsel
Western Resources, Inc.
818 Kansas Avenue
Topeka, KS 66612
5. Hal L. Jensen
Vice President
Westar Security, Inc.
4221 W. John Carpenter Freeway
Irving, TX 75063
6. Marilyn K. Dalton
Secretary and Treasurer
Western Resources, Inc.
818 Kansas Avenue
Topeka, Kansas 66612
<PAGE>
Exhibit B
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, the person named below agree to the joint filing on behalf
of each of them of a statement on Schedule 13D (including amendments thereto)
with respect to the shares of Class A Voting Common Stock, par value $.001 per
share, of Guardian International, Inc., a Nevada corporation, and further agree
that this Joint Filing Agreement be included as an exhibit to such joint
filing.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing
Agreement as of the 4th day of December, 1997.
WESTAR SECURITY, INC.
By: Marilyn K. Dalton
Marilyn K. Dalton
Secretary and Treasurer
PROTECTION ONE, INC.
By: James M. Mackenzie, Jr.
James M. Mackenzie, Jr.
President
WESTAR CAPITAL, INC.
By: Marilyn K. Dalton
Marilyn K. Dalton
Secretary and Treasurer
<PAGE>
