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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 7, 1996
Commission File Number: 0-24780 Commission File Number: 33-73002-01
PROTECTION ONE, INC. PROTECTION ONE ALARM MONITORING, INC.
6011 Bristol Parkway 6011 Bristol Parkway
Culver City, California 90230 Culver City, California 90230
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
Delaware Delaware
(State or other jurisdiction (State or other jurisdiction
of incorporation or organization) of incorporation or organization)
93-1063818 93-1064579
(I.R.S. employer identification no.) (I.R.S. employer identification no.)
6011 Bristol Parkway 6011 Bristol Parkway
Culver City, California 90230 Culver City, California 90230
(Address of principal executive (Address of principal executive
offices, including zip code) offices, including zip code)
(310) 338-6930 (310) 338-6930
(Registrant's telephone number, (Registrant's telephone number,
including area code) including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 28, 1996, One Alarm Monitoring, Inc., a Delaware corporation
("Monitoring"), acquired all of the outstanding capital stock of Metrol
Security Services, Inc., a Delaware corporation ("MSS"), from The Buckey Family
Trust and the other existing stockholders of MSS (collectively, the "Sellers"),
pursuant to an Agreement for Purchase and Sale of Stock dated as of May 23,
1996, as amended (the "Purchase Agreement"), among MSS, the Sellers, Monitoring
and Protection One, Inc. ("POI").
MSS and its subsidiaries (collectively, "Metrol") sell, install,
service and monitor security alarm systems and provide guard and patrol
services to residential and commercial subscribers in Arizona and New Mexico.
At the closing of the sale (the "Closing"), Monitoring paid to the
Sellers $9,103,591 in cash, subject to certain post-closing adjustments, and
delivered to the Sellers 417,885 shares of POI's Common Stock (the "POI
Shares") having an agreed upon value of $6 million. In addition, at the Closing
Monitoring repaid an aggregate of $15,745,000 of Metrol's bank and other third
party debt.
Pursuant to the Purchase Agreement, the Sellers have agreed to
indemnify Monitoring against certain liabilities and obligations relating to
Metrol, including certain tax and employee claims. In accordance with the terms
of an Escrow Agreement entered into in connection with the Purchase Agreement,
$3 million of the cash portion of the purchase price has been placed in an
escrow to secure such indemnification obligations.
The cash portion of the purchase price for the Metrol stock and the
refinancing of Metrol's third party debt at the Closing was funded with
borrowings under Monitoring's revolving credit facility with Heller Financial,
Inc. as agent for itself, Banque Nationale de Paris and Merita Bank. The amount
of the purchase price was determined in arm's-length negotiations between
Monitoring and POI and the Sellers, and the acquisition was accounted for under
the purchase method of accounting.
As required by the Purchase Agreement, the offer and sale of the POI
Shares by the Sellers has been registered by POI under the Securities Act of
1933.
The Purchase Agreement, the Escrow Agreement and a Registration Rights
Agreement between POI and the Sellers relating to the registration of the POI
Shares are filed as exhibits to this report and are incorporated herein by this
reference.
ITEM 5. OTHER EVENTS
On June 7, 1996, the Registrants issued a press release announcing
that the maximum amount available for borrowing under the Registrants'
revolving credit facility (the "Revolving Credit Facility") had been increased
to $100 million, that the maturity date of such facility had been extended to
June 3, 2000 and that the terms of such facility had been otherwise amended. A
copy of such press release is filed as an exhibit to this report.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The following financial statements, pro forma financial information
and exhibits are filed as a part of this Report.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
It is impracticable at this time to file the required financial
statements for the acquired business. Such statements will be filed as
soon as they become available, but in no event later than August 27,
1996.
(b) PRO FORMA FINANCIAL INFORMATION
It is impracticable at this time to file the required financial
statements for the acquired business. Such statements will be filed as
soon as they become available, but in no event later than August 27,
1996.
(c) EXHIBITS
2.1 Agreement to Purchase and Sell Stock dated as of May 23,
1996, among MSS, the persons named therein as the "Shareholders" (the
"Shareholders"), Monitoring and POI.(1)
2.2 Amendment No. 1 to Agreement dated as of June 28, 1996,
among MSS, the Shareholders, Monitoring and POI.(2)
2.3 Escrow Agreement dated May 31, 1996, among MSS, the
Shareholders, Monitoring, POI and First National Bank of Denver, N.A.
as the Escrow Agent.(3)
99.1 Registration Rights Agreement dated as of June 28, 1996,
among POI and the Shareholders.(3)
99.2 Press Release issued by POI and Monitoring on June 7,
1996.(3)
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(1) Incorporated by reference to Exhibit 2.1 to Registration Statement
on Form S-3 (Commission File No. 33-5849) filed by Protection One,
Inc. with the Securities and Exchange Commission on June 12, 1996.
(2) Incorporated by reference to Exhibit 2.1 to Registration Statement
on Form S-3 (Commission File No. 33-5849) filed by Protection One,
Inc. with the Securities and Exchange Commission on June 12, 1996.
(3) Previously filed as an exhibit to Form 8-K filed by Protection One,
Inc. and Protection One Alarm Monitoring, Inc. on July 2, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
each of the Registrants has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
PROTECTION ONE, INC.
PROTECTION ONE ALARM MONITORING, INC.
July 2, 1996 By: JOHN W. HESSE
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John W. Hesse
Executive Vice President
and Chief Financial Officer
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