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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) October 2, 1997
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Protection One, Inc. Protection One Alarm Monitoring, Inc.
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(Exact Name of Registrant (Exact Name of Registrant
as Specified in Charter) as Specified in Charter)
Delaware Delaware
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(State or Other (State or other
Jurisdiction of Incorporation) jurisdiction of Incorporation)
0-247802 33-73002-01
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(Commission File Number) (Commission File Number)
93-1063818 93-1065479
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(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
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(Address of Principal Executive Offices, (Address of Principal Executive Offices,
including Zip Code) including Zip Code)
(310) 338-6930 (310) 338-6930
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(Registrant's Telephone Number, (Registrant's Telephone Number,
including Area Code) including Area Code)
N/A N/A
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(Former Name or Former Address, (Former Name or Former Address,
if Changed Since Last Report if Changed Since Last Report)
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The information provided in this Current Report on Form 8-K/A
supplements the information provided in the Current Report on Form 8-K of
Protection One, Inc. ("Protection One") and Protection One Alarm Monitoring,
Inc. dated July 29, 1997.
Item 5. Other Events.
On October 2, 1997, Protection One and Western Resources, Inc. entered
into Amendment No. 1 to the Contribution Agreement dated as of July 30, 1997, to
provide for, among other things, the transfer by Western Resources to Protection
One, following the combination of the security alarm monitoring businesses of
Protection One and Western Resources, of all of the equity securities of
Centennial Security Holdings, Inc., equity securities of Guardian International,
Inc. and, at the option of Protection One exercisable by vote of a majority of
the Protection One Board of Directors, all of the equity securities of Network
Holdings, Inc., in each case to the extent that such securities are acquired by
Western Resources. A copy of said amendment is attached as Exhibit 10.1 to this
Current Report and incorporated herein by this reference.
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SIGNATURES
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.
Date: October 22, 1997 By: /s/ JOHN W. HESSE
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John W. Hesse
Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit
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99.1 Amendment No. 1 dated October 2, 1997 to Contribution
Agreement dated as of July 30, 1997, between Western
Resources, Inc. and Protection One, Inc.
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Exhibit 99.1
Amendment No. 1 to
Contribution Agreement
Amendment No. 1, dated as of October 2, 1997 (hereinafter called
this "Amendment"), to the Contribution Agreement, dated as of July 30, 1997 (the
"Original Amendment" and, as amended by this Amendment, the "Agreement"),
between Western Resources, Inc., a Kansas corporation ("Western"), and
Protection One, Inc., a Delaware corporation ("Protection One").
Capitalized terms used but not defined in this Amendment shall
have the meanings given such terms in the Original Agreement.
WHEREAS, the respective boards of directors of each of Protection
One and Western have each approved, and Protection One and Western have each
executed and delivered, the Original Agreement pursuant to which Western will
contribute the Subsidiary Shares and the Cash Amount to Protection One in
exchange for the Acquired Shares; and
WHEREAS, Western and Protection One have agreed to amend the
terms of the Original Agreement to provide for the possible acquisition by
Western of one or more entities engaged in the business; and
WHEREAS, Western and Protection One have agreed to amend the
terms of the Original Agreement to increase the amount of authorized shares of
Common Stock for which approval will be sought in the Charter Amendment from
100,000,000 to 150,000,000.
NOW, THEREFORE, in consideration of the premises and of the
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows.
1. Section 3.15 of the Original Agreement is hereby redesignated
as Section 3.15(a) and a new Section 3.15(b) is hereby inserted as follows:
(b) Notwithstanding anything to the contrary
contained in Section 3.15(a) hereof, and subject to the
limitations contained in this Section 3.15(b), Western, or any
Subsidiary of Western other than a Transferred Subsidiary, shall
be permitted, after the date of this Agreement and prior to the
Closing, to enter into any agreement to acquire (i) all of the
equity securities of Centennial Security Holdings, Inc.
("Centennial"), (ii) all of the equity securities of Network
Holdings, Inc. ("Network") and (iii) all or a portion of the
equity securities of Guardian International, Inc. ("Guardian")
not previously purchased by Western and to consummate any or all
of such acquisitions. Prior to entering into any acquisition
agreement with Centennial, Network or Guardian, as the case may
be, Western shall (A) ensure that Protection One is entitled to
enter into a confidentiality agreement with such party in the
same form as the confidentiality agreement entered into between
Western and such party, and that Protection One and its
representatives are afforded a period of no less than five (5)
days to review all of the same financial and other information
made available to or generated by Western or any of its
representatives or advisors in connection with its review of such
party; (B) provide Protection One with a substantially final
draft of the acquisition agreement with respect to such party at
least five (5) days prior to execution thereof; and
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(C) not enter into such acquisition agreement unless Protection
One consents in writing to Western entering into such agreement.
Immediately or as soon as practicable following the Closing,
Western shall transfer, without recourse to Western or any of its
Subsidiaries or affiliates, all of Western's right, title and
interest, if any, in all of the equity securities of Centennial
and Guardian, as the case may be, owned by Western, as well as
all rights and obligations of Western under the acquisition
agreements entered into with respect to Centennial and Guardian,
as the case may be, to Protection One. For a period of one
hundred eighty (180) days following the Closing Date, Protection
One shall have the right, exercisable by the vote of a majority
of the Protection One Board of Directors, to require Western to
transfer, without recourse to Western or any of its Subsidiaries
or affiliates, all of Western's right, title and interest in the
equity securities of Network, as well as all rights and
obligations of Western under the acquisition agreement entered
into with respect to Network, to Protection One. In consideration
of the transfer of all of Western's right, title and interest, if
any, in each of Centennial, Network and Guardian, as the case may
be, and the respective acquisition agreements with respect
thereto, Protection One shall pay in cash to Western an amount
equal to the sum of (x) the purchase price paid by Western to
acquire Centennial, Network or Guardian, as the case may be (the
"Purchase Price"), (y) any fees and expenses incurred by Western
to third parties (including, without limitation, investment
bankers, attorneys and accountants) in connection with its
acquisition of Centennial, Network or Guardian, as the case may
be, and (z) a carrying charge equal to the product of (A) the
Purchase Price, (B) 0.1 and (C) the number of days from and
including the date of the consummation of the acquisition of
Centennial, Network or Guardian, as the case may be, by Western
up to but not including the date of transfer from Western to
Protection One of Centennial and (ii) Protection One shall pay to
Western the higher of (x) the amount determined by the foregoing
formula and (y) the closing sales price of the securities of
Guardian purchased by Western on a national securities exchange
or interdealer quotation system two (2) business days prior to
the consummation of the transfer of such securities to Protection
One. The aggregate amount paid by Protection One to Western for
such of Centennial, Network and Guardian as are transferred to
Protection One in accordance with the terms hereof shall be
referred to herein as the "Aggregate Amount." Notwithstanding
anything to the contrary contained herein, in the event that the
Aggregate Amount exceeds the Base Amount (as defined below), then
Protection One shall pay to Western cash in an aggregate amount
equal to the Base Ampount and Protection One will issue to
Western (or any Subsidiary thereof designated by Western) an
unsecured note or notes in any aggregate principal amount equal
to the difference between the Aggregate Amount and the Base
Amount. Such note or notes shall bear interest at an annual rate
of ten percent (10%), and the principal amount thereof and all
accrued interest thereon shall be payable in full on the first
anniversary of the date of issuance of each such note or notes.
Protection One's obligations under such note or notes shall be
subordinated to any other outstanding debt obligations of
Protection One to the extent that such subordination is required
by the instruments governing such debt obligations. For purposes
of this Section 3.15(b), "Base Amount" shall mean an amount equal
to the Cash Amount minus the sum of (i) the aggregate principal
amount and accrued interest outstanding
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under Protection One's Amended and Restated Credit Agreement as
of the Closing Date and (ii) the aggregate amount of the cash
dividends and distributions payable to holders of Common Stock,
Options and Warrants following the Closing Date as contemplated
by this Agreement. None of Centennial, Network or Guardian shall
be deemed to be a Transferred Subsidiary for any purposes under
this Agreement. Any securities of Centennial, Network or Guardian
transferred by Western to Protection One as contemplated by this
Section 3.15(b) shall not be deemed to constitute Investment
Shares (as such term is defined in Section 1.1 hereof) for any
purposes under this Agreement.
2. The Original Agreement is hereby amended by deleting the
number "100,000,000" in the nineteenth line of the sixth paragraph of the
recitals and replacing it with the number "150,000,000."
3. This Amendment may be executed in one or more counterparts,
each such counterpart being deemed to be an original instrument, and all such
counterparts shall together constitute the same agreement.
4. This Amendment shall be deemed to be made in, and in all
respects shall be governed by and in accordance with, the laws of the State of
Delaware without regard to the conflict of law principles thereof.
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the duly authorized officers of the parties hereto as of the date
first written above.
WESTERN RESOURCES, INC.
By: /s/ DAVID C. WITTIG
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David C. Wittig
President
PROTECTION ONE, INC.
By: /s/ JAMES M. MACKENZIE, JR.
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James M. Mackenzie, Jr.
President
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