UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Protection One, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
74 3663 304
(CUSIP Number)
Rita A. Sharpe
President
Westar Capital, Inc.
818 S. Kansas Avenue
Topeka, Kansas 66612
(785) 575-8020
copy to:
John K. Rosenberg
818 S. Kansas Avenue
Topeka, Kansas 66612
(785) 575-6535
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 8, 1997
(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 |_|.
<PAGE>
Amendment No. 1 to
SCHEDULE 13D
CUSIP NO. 74 3663 304
- ----------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westar Capital, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
(B) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, OO
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
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 68,674,402
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
68,674,402
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,674,402
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.4%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Amendment No. 1 to
SCHEDULE 13D
CUSIP NO. 74 3663 304
- ----------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Western Resources, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
(B) |X|
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
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 68,674,402
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
68,674,402
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,674,402
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.4%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
This Amendment No. 1 relates to the Statement on Schedule 13D
filed by Western Resources, Inc., a Kansas corporation ("Western"), and its
wholly owned subsidiary, Westar Capital, Inc., a Kansas corporation (together,
the "Reporting Persons") on December 4, 1997 with respect to the Common Stock,
par value $0.01 per share (the "Shares"), of Protection One, Inc., a Delaware
corporation (the "Company").
Item 1. Security and Issuer
No material change.
Item 2. Identity and Background
No material change.
Item 3. Source and Amount of Funds or Other Consideration
No material change.
Item 4. Purpose of Transaction
No material change.
Item 5. Interest in Securities of the Issuer
On December 8, 1997, Steven L. Kitchen, an executive officer of Western and
a director of the Company, acquired 300 Shares at $12.00 per share (excluding
commissions). The Reporting Persons have no rights with respect to the voting or
disposition of such Shares through any agreement, understanding or otherwise,
and disclaim any beneficial ownership thereof.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities
of the Issuer
No material change.
Page 1 of 5
<PAGE>
Item 7. Material to Be Filed as Exhibits
None.
Page 2 of 5
<PAGE>
SIGNATURES
After due 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.
Dated: December 9, 1997
WESTAR CAPITAL, INC.
By: /s/ Marilyn K. Dalton
Name: Marilyn K. Dalton
Title: Treasurer
Page 3 of 5
<PAGE>
SIGNATURES
After due 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.
Dated: December 9, 1997
WESTERN RESOURCES, INC.
By: /s/ Steven L. Kitchen
Name: Steven L. Kitchen
Title: Executive Vice
President and Chief
Financial Officer
Page 4 of 5
