SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) March 1, 2000
(March 1, 2000)
WESTERN RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
KANSAS 1-3523 48-0290150
(State or Other Jurisdiction of (Commission (Employer
Incorporation or Organization) File Number) Identification No.)
818 KANSAS AVENUE, TOPEKA, KANSAS 66612
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number Including Area Code (785) 575-6300
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WESTERN RESOURCES, INC.
Item 5. Other Events
On March 1, 2000, Protection One and Westar Capital, an unregulated
subsidiary of Wester Resources, announced that Westar Capital has purchased
the Continental European and United Kingdom operations, and certain other
assets of Protection One.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Press release dated as of March 1, 2000 issued by
Western Resources, Inc.
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SIGNATURE
Pursuant to the requirements 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 March 1, 2000 By /s/ William B. Moore
William B. Moore, Executive Vice
President, Chief Financial
Officer and Treasurer
Date March 1, 2000 By /s/ Leroy P. Wages
Leroy P. Wages, Controller
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
99.1 Press release dated as of
March 1, 2000 issued by
Western Resources, Inc.
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Exhibit 99.1
Media contact: Media contact:
Michel' Philipp Robin J. Lampe
Phone: 785.575.1927 Phone: 785.575.6468
FAX: 785.575.6399 FAX: 785.575.6511
[email protected] [email protected]
Investor contact: Investor contact:
Jim Martin Craig Weingartner
Phone: 785.575.6549 Phone: 785.575.8168
FAX: 785.575.8160 FAX: 785.575.6511
PROTECTION ONE ANNOUNCES
SALE OF EUROPEAN OPERATIONS,
AMENDMENT TO CREDIT FACILITY
TOPEKA, Kansas, and CULVER CITY, California, March 1, 2000 (7:00 a.m.
CST) - Protection One (NYSE:POI) and Westar Capital, an unregulated subsidiary
of Western Resources (NYSE:WR), announced today that Westar Capital has
purchased the Continental European (CET) and United Kingdom operations,
collectively the "European operations," and certain other assets of Protection
One for $244 million.
Under the agreement, Westar Capital paid approximately $183 million in
cash and transferred to Protection One debt securities with a market value of
approximately $61 million. Cash proceeds from the transaction were used to
reduce the outstanding balance owed to Westar Capital on Protection One's
revolving credit facility.
In addition, the companies finalized an amendment to the credit facility
for Protection One which reduced the facility to $115 million, down from the
original amount of $250 million, with a maturity date of January 2, 2001. For
approved acquisitions, an additional $40 million could be made available under
the facility. As a result of the transaction, Protection One has
-more-
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p. 2 - SALE OF EUROPEAN OPERATIONS
approximately $60 million currently drawn under the facility. As of the
closing, Western Resources and its subsidiaries own no Protection One debt
securities outside of the credit facility.
Under the agreement, Westar Capital purchased the European operations,
as well as other miscellaneous Protection One investments. The purchase of the
European operations includes a provision under which Westar Capital is
obligated to pay to Protection One a portion of net gain, if any, on a
subsequent sale of the businesses on a declining basis over the four years
following the agreement.
The assets purchased have a book value of approximately $230 million and
EBITDA for the nine-months ended September 30, 1999 of approximately $36
million. The acquisition by Westar Capital included certain debt obligations
of the European operations in the amount of approximately $60 million as of
the closing date.
The transaction and the amendment to the credit facility were negotiated
by a special committee of the Protection One board and approved by the
independent members of the Protection One board. Warburg Dillon Read, LLC
acted as an advisor in delivering a fairness opinion to the special committee
with regard to the sale of the European operations.
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Western Resources (NYSE: WR) is a consumer services company with
interests in monitored services and energy. The company has total assets of
more than $8 billion, including security company holdings through ownership of
Protection One (NYSE: POI), which has approximately 1.6 million security
customers in North America and Europe. Its utilities, KPL and KGE, provide
electric service to approximately 614,000 customers in Kansas. Through its
ownership in ONEOK Inc. (NYSE: OKE), a Tulsa-based natural gas company,
Western Resources has a 45 percent interest in the eighth largest natural gas
distribution company in the nation, serving more than 1.4 million customers.
For more information about Western Resources and its operating companies,
visit us on the Internet at http://www.wr.com.
Protection One, one of the leading residential security alarm companies
in the United States, provides monitoring and related security services to
approximately 1.6 million residential and commercial subscribers in North
America and Europe.
Forward-Looking Statements: Certain matters discussed in this news
release are "forward-looking statements." The Private Securities Litigation
Reform Act of 1995 has established that these statements qualify for safe
harbors from liability. Forward-looking statements may include words like we
"believe", "anticipate," "expect" or words of similar meaning. Forward-looking
statements describe our future plans, objectives, expectations, or goals. Such
statements address future events and conditions concerning the consummation of
the possible asset sale and credit facility described in this press release,
capital expenditures, earnings, litigation, rate and other regulatory matters,
the outcome of accounting issues being reviewed by the SEC staff, possible
corporate restructurings, mergers, acquisitions, dispositions, liquidity and
capital resources, interest and dividend rates, year 2000 issue, environmental
matters, changing weather, nuclear operations, ability to enter new markets
successfully and capitalize on growth opportunities in nonregulated
businesses, events in foreign markets in which investments have been made, and
accounting matters. Our actual results may differ materially from those
discussed here. See the company's and Protection One's 1998 Annual Report on
Form 10-K and 10K/A, quarterly reports on Forms 10-Q and current reports on
Form 8K for further discussion of factors affecting the company's and
Protection One's performance. Western Resources disclaims any obligation to
update any forward-looking statements as a result of developments occurring
after the date of this news release. Other risks and uncertainties are
described in Protection One's 1998 Form 10-K/A filed with the Securities and
Exchange Commission on Dec. 27, 1999, and quarterly reports on Form 10-Q filed
on May 17, 1999, August 16, 1999 and November 12, 1999. Protection One
disclaims any obligation to update any forward-looking statements as a result
of developments occurring after the date of this press release.
