UNITED STATES
SECURITIS AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
RESPONSE USA, INC.
(Name of Issuer)
Common Stock, Par Value $.008 Per Share
(Title of Class of Securities)
761235 50 6
(CUSIP Number)
Rita A. Sharpe
President
Westar Capital, Inc.
818 Kansas Avenue
Topeka, Kansas 66612
(785)575-8357
copies to:
Richard D. Terrill, Esq. Renee T. Kingsley, Esq.
818 Kansas Avenue 6225 N. State Highway 161, 4th Floor
Topeka, Kansas 66612 Irving, Texas 75063
(785)575-6322 (972)916-6142
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 11, 1998
(Date of Event which Requires Filing of this Statement)
If the 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 |_|.
Check the following box if a fee is being paid with the statement |_|.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746(9-88)
<PAGE>
SCHEDULE 13D
CUSIP No. 761235 50 6 Page 2 of 14 Pages
1 NAME OF REPORTING PERSON Westar Capital, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 48-1092416
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
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
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 877,192
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER 877,192
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,192
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.88%
14 TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 761235 50 6 Page 3 of 14 Pages
1 NAME OF REPORTING PERSON Westar Security, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 48-1169432
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
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
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 877,192
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER 877,192
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,192
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.88%
14 TYPE OF REPORTING PERSON CO
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 761235 50 6 Page 4 of 14 Pages
1 NAME OF REPORTING PERSON Protection One, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 93-1063818
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 877,192
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 877,192
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 877,192
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.88%
14 TYPE OF REPORTING PERSON CO
- ----------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 761235 50 6 Page 5 of 14 Pages
1 NAME OF REPORTING PERSON Western Resources, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 48-0290150
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
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
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 877,192
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER 877,192
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,192
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.88%
14 TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------
<PAGE>
Page 6 of 14 Pages
Item 1. Security and Issuer.
This statement on Schedule 13D ("Statement") relates to the Common Stock, par
value $.008 per share ("Common Stock") of Response USA, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are at
11-H Princess Road, Lawrenceville, New Jersey 08648.
Item 2. Identity and Background.
This Statement is filed on behalf of Westar Security, Inc., a Kansas
corporation, Protection One, Inc., a Delaware corporation, Westar Capital, Inc.,
a Kansas corporation, and Western Resources, Inc., a Kansas corporation
(collectively referred to herein as the "Reporting Persons"). The Reporting
Persons are affiliated companies and have entered into a Joint Filing Agreement
which is attached hereto as Exhibit A.
Westar Security, Inc., the entity directly acquiring the shares of Issuer common
stock, is engaged in the business of providing security alarm monitoring
services and the sale, installation, and servicing of security alarm systems for
residential and business subscribers, and is a holding company for other
security companies. Westar Security, Inc. is a wholly owned subsidiary of
Protection One, Inc. The principal executive offices of Westar Security, Inc.
are located at 6225 N. State Highway 161, 4th Floor, Irving, Texas 75063.
Protection One, Inc. is a holding company engaged through its direct and
indirect wholly owned subsidiaries 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, Inc. are located at 6011 Bristol Parkway, Culver
City, California 90230. More than 80% of the voting stock of Protection One,
Inc. is held by Westar Capital, Inc.
Westar Capital, Inc. is a holding company that has investments in the
energy-related and monitored security industries, and is a wholly owned
subsidiary of Western Resources, Inc. The principal executive offices of
Westar Capital, Inc. are located at 818 S. Kansas Ave., Topeka, Kansas 66612.
Western Resources, Inc. is engaged in the production, purchase, transmission,
distribution and sale of electricity, and, through its subsidiaries and
investments, the delivery and sale of natural gas, energy-related products, and
the provision of electronically monitored security services. The principal
executive offices of Western Resources, Inc. are located at 818 S. Kansas Ave.,
Topeka, Kansas 66612.
Each director and each executive officer of each of the Reporting Persons is, to
the knowledge of the Reporting Persons, a citizen of the United States of
America. The name, business address, present principal occupation or employment
(including the name and principal business address of any corporation or other
organization in which such employment is conducted) of each director and
executive officer of each of the Reporting Persons are set forth in Exhibit B to
this Schedule 13D, and which is incorporated herein by reference.
During the last five years, none of the Reporting Persons, nor, to the knowledge
of the Reporting Persons, any of their respective directors of executive
officers have 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 as a result of which
any of the Reporting Persons or such director or 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.
Westar Security, Inc. used $5,839,307.51 of its working capital as the cash
consideration required to acquire the shares of Common Stock.
Item 4. Purpose of Transaction.
The Reporting Persons acquired all of the Common Stock held by them in the
normal course of business. The Reporting Persons intend to continually review
their investment in the Issuer and, based on their evaluation of market and
economic conditions, applicable licensing and other regulatory requirements, the
Issuer's future results of operations, financial condition and prospects, the
Reporting Persons may from time to time determine to modify their investment in
the Issuer through any available means, including open market purchases or sales
or privately negotiated transactions or actions of the type enumerated in
clauses (a) through (j) of Item 4 of Schedule 13D.
<PAGE>
Page 7 of 14 Pages
Except as indicated in this Schedule, 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.
Item 5. Interest in Securities of the Issuer.
Based on the Issuer's Quarterly Report on Form 10-Q for its fiscal quarter ended
April 30, 1998, the Issuer had a total of 6,320,857 (six million three hundred
twenty thousand eight hundred fifty seven) shares of Common Stock outstanding as
of April 30, 1998. The Reporting Persons beneficially own 877,192 (eight hundred
seventy seven thousand one hundred ninety two) shares of Common Stock,
constituting approximately 13.88% (thirteen and eighty eight one hundredths
percent) of the Issuer's total outstanding Common Stock, as determined in
accordance with Rule13d-3 under the Securities Exchange Act of 1934, as amended
("Exchange Act"), have the shared power to vote or direct the vote of 877,192
shares of Common Stock, and have the shared power to dispose of 877,192 shares
of Common Stock.
Shares of Common Stock acquired in the past sixty days are listed below.
Shares Purchased Price Per Share Date of Purchase
2,500 $5.13 05/11/98
47,500 $5.25 05/11/98
2,500 $5.44 05/12/98
5,000 $5.50 05/12/98
2,500 $5.69 05/12/98
7,000 $5.75 05/12/98
5,000 $5.75 05/13/98
21,900 $5.88 05/13/98
20,600 $5.81 05/13/98
18,600 $5.88 05/14/98
35,000 $5.94 05/14/98
8,700 $6.03 05/15/98
4,500 $5.97 05/15/98
153,400 $6.00 05/15/98
6,500 $5.94 05/15/98
4,500 $5.88 05/15/98
3,100 $6.06 05/15/98
23,400 $6.13 05/15/98
3,500 $6.19 05/15/98
43,159 $6.25 05/15/98
1,000 $6.16 05/15/98
26,600 $6.13 05/18/98
25,000 $6.19 05/18/98
8,500 $6.31 05/18/98
40,000 $6.25 05/18/98
10,600 $6.38 05/19/98
3,000 $6.41 05/19/98
19,200 $6.50 05/19/98
33,200 $6.44 05/19/98
1,000 $6.50 05/20/98
5,000 $6.50 05/20/98
1,000 $6.50 05/20/98
2,500 $6.50 05/20/98
4,500 $6.50 05/20/98
500 $6.50 05/20/98
10,000 $6.50 05/20/98
3,000 $6.50 05/20/98
5,000 $6.50 05/20/98
500 $6.50 05/20/98
Except as set forth in this Statement, neither the Reporting Persons nor, to the
best of the Reporting Persons' knowledge, any executive officer or director of
the Reporting Persons beneficially owns any Common Stock or has engaged in any
transaction in any such shares during the sixty day period immediately preceding
the date hereof.
<PAGE>
Page 8 of 14 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Except as described in this Statement neither the Reporting Persons, nor, to the
best of the Reporting Persons' knowledge, any executive officer or director of
the Reporting Persons has any contract, arrangement, understanding or
relationship with one or more security holder of the Issuer or others, with
respect to the purchase, holding, voting or disposition of Common Shares or
other securities of the Issuer which are convertible or exercisable into Common
Shares. Each of such persons reserves the right to enter into any such contract,
arrangement, understanding or relations in the future.
<PAGE>
Page 9 of 14 Pages
Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement dated May 20, 1998 among
Westar Security, Inc., Protection One, Inc., Westar
Capital, Inc., and Western Resources, Inc.
Exhibit B: List of Executive Officers and Directors of the
Reporting Persons.
Signatures
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: /s/ Rita A. Sharpe
Rita A. Sharpe
President
Date: May 20, 1998
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: /s/ John W. Hesse
John W. Hesse
Secretary and Treasurer
Date: May 20, 1998
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: /s/ John W. Hesse
John W. Hesse
Vice President, Chief Financial
Officer, and Secretary
Date: May 20, 1998
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.
WESTERN RESOURCES, INC.
By: /s/ Richard D. Terrill
Richard D. Terrill
Secretary
Date: May 20, 1998
<PAGE>
Page 10 of 14 Pages
EXHIBIT A
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons 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 Common Stock, par value $.008 per share, of Response
USA, Inc., a Delaware 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 20th day of May, 1998.
WESTAR CAPITAL, INC.
By: /s/ Rita A. Sharpe
Rita A. Sharpe
President
Date: May 20, 1998
WESTAR SECURITY, INC.
By: /s/ John W. Hesse
John W. Hesse
Secretary and Treasurer
Date: May 20, 1998
PROTECTION ONE, INC.
By: /s/ John W. Hesse
John W. Hesse
Vice President, Chief Financial
Officer, and Secretary
Date: May 20, 1998
WESTERN RESOURCES, INC.
By: /s/ Richard D. Terrill
Richard D. Terrill
Secretary
Date: May 20, 1998
<PAGE>
Page 11 of 14 Pages
Exhibit B
Executive Officers and Directors of
Westar Security, Inc., Protection One, Inc.
Westar Capital, Inc. and Western Resources, Inc.
Name Title Address and Principal Occupation
Westar Security, Inc.
John W. Hesse Secretary/Treasurer and Executive Vice President, Chief
Director Financial Officer and Secretary
Protection One, Inc.
6225 N. State Highway 161, 4th Floor
Irving, TX 75063 USA
John E. Mack Director Executive Vice President,
Business Development
and Assistant Secretary
Protection One, Inc.
6011 Bristol Parkway
Culver City, CA 90230 USA
Steven A. Millstein President and Director Executive Vice President,
New Market Development
Protection One, Inc.
6225 N. State Highway 161, 4th Floor
Irving, TX 75063 USA
Thomas K. Rankin Vice President Executive Vice President,
Business Operations
Protection One, Inc.
6011 Bristol Parkway
Culver City, CA 90230 USA
Protection One, Inc.
James M. Mackenzie, Jr. President, Chief Executive 6011 Bristol Parkway
Officer, and Director Culver City, CA 90230 USA
Peter C. Brown Director President
AMC Entertainment, Inc.
106 W. 14th Street
Box 419615
Kansas City, MO 64141-6615
Robert M. Chefitz Director Managing Director
Patricof & Co. Ventures, Inc.
445 Park Ave., 11th Floor
New York, NY 10022
Howard A. Christensen Director President and Chief Executive Officer
Christensen & Associates
One McCormick Place
9735 N. 90th Place, Suite 200
Scottsdale, AZ 85258-5061
Ben M. Enis Director Professor of Marketing
University of California
4097 Robin Hill Rd.
La Canada, CA 91011
<PAGE>
Page 12 of 14 Pages
Exhibit B
Executive Officers and Directors of
Westar Security, Inc., Protection One, Inc.
Westar Capital, Inc. and Western Resources, Inc.
Name Title Address and Principal Occupation
Joseph J. Gardner Director President
Condev Properties
2487 Aloma Avenue
Winter Park, FL 32792
William J. Gremp Director Senior Vice President and
Managing Director
First Union Capital Markets Group
301 South College Street
Charlotte, NC 28288-0735
Steven L. Kitchen Director Executive Vice President and
Chief Financial Officer
Western Resources, Inc.
818 Kansas Avenue
Topeka, KS 66612
Carl M. Koupal, Jr. Director Executive Vice President and
Chief Administrative Officer
Western Resources, Inc.
818 Kansas Avenue
Topeka, KS 66612
John C. Nettels, Jr. Director Partner
Morrison & Hecker L.L.P.
150 N. Main Street, Suite 600
Wichita, KS 67202-1320
Jane Dresner Sadaka Director Consultant
Kellner, DiLeo & Co.
895 Park Avenue, Apt. 6B
New York, NY 10021
James Q. Wilson Director 6011 Bristol Parkway
Culver City, CA 90230 USA
John W. Hesse Executive Vice President, 6225 N. State Highway 161,
Chief Financial Officer, and 4th Floor
Secretary Irving, TX 75063 USA
John E. Mack Executive Vice President, 6011 Bristol Parkway
Business Development Culver City, CA 90230 USA
Thomas K. Rankin Executive Vice President, 6011 Bristol Parkway
Business Operations Culver City, CA 90230 USA
George A. Weinstock Executive Vice President 6011 Bristol Parkway
Culver City, CA 90230 USA
Steven A. Millstein Executive Vice President, 6225 N. State Highway 161,
New Market Development 4th Floor
Irving, TX 75063 USA
<PAGE>
Page 13 of 14 Pages
Exhibit B
Executive Officers and Directors of
Westar Security, Inc., Protection One, Inc.
Westar Capital, Inc. and Western Resources, Inc.
Name Title Address and Principal Occupation
Westar Capital, Inc.
Rita A. Sharpe Director, Chairman and 818 Kansas Avenue
President Topeka, KS 66612 USA
Jerry D. Courington Director Controller
Western Resources, Inc.
818 Kansas Avenue
Topeka, KS 66612 USA
Steven L. Kitchen Director Executive Vice President
and Chief Executive Officer
Western Resources, Inc.
818 Kansas Avenue
Topeka, KS 66612 USA
Marilyn K. Dalton Secretary and Treasurer 818 Kansas Avenue
Topeka, KS 66612 USA
Western Resources, Inc.
Frank J. Becker Director Becker Investments, Inc.
4840 W. 15th, Suite 1011
Lawrence, KS 66049-3862
Charles Q. Chandler Director Chairman of the Board
Intrust Financial Corp.
105 N. Main Street
Wichita, KS 67202
Thomas R. Clevenger Director 818 Kansas Avenue
Topeka, KS 66612
John C. Dicus Director Chairman
Capitol Federal Savings
700 South Kansas Avenue
Topeka, KS 66603
John E. Hayes, Jr. Director, Chairman of the 818 Kansas Avenue
Board and Chief Executive Topeka, KS 66612
Officer
David H. Hughes Director 818 Kansas Avenue
Topeka, KS 66612
Russell W. Meyer, Jr. Director Chairman & Chief Executive Officer
Cessna Aircraft Company
One Cessna Blvd.
Wichita, KS 67215
Louis W. Smith Director President & Chief Executive Officer
Ewing Marion Kauffman Foundation
4900 Oak
Kansas City, MO 64112-2776
<PAGE>
Page 14 of 14 Pages
Exhibit B
Executive Officers and Directors of
Westar Security, Inc., Protection One, Inc.
Westar Capital, Inc. and Western Resources, Inc.
Name Title Address and Principal Occupation
David C. Wittig President and Director 818 Kansas Avenue
Topeka, KS 66612
Steven L. Kitchen Executive Vice President 818 Kansas Avenue
and Chief Financial Officer Topeka, KS 66612
Carl M. Koupal, Jr. Executive Vice President 818 Kansas Avenue
and Chief Administrative Topeka, KS 66612
Officer
John K. Rosenberg Executive Vice President 818 Kansas Avenue
and General Counsel Topeka, KS 66612
Jerry D. Courington Controller 818 Kansas Avenue
Topeka, KS 66612
Kenneth T. Wymore Senior Vice President, 818 Kansas Avenue
Electric Operations Topeka, KS 66612
<PAGE>
