<PAGE> 1
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) November 7, 1997
-------------------
Protection One, Inc. Protection One Alarm Monitoring, Inc.
(Exact Name of Registrant (Exact Name of Registrant
as Specified in Charter) as Specified in Charter)
Delaware Delaware
(State or Other (State or other
Jurisdiction of Incorporation) jurisdiction of Incorporation)
0-247802 33-73002-01
(Commission File Number) (Commission File Number)
93-1063818 93-1065479
(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 Offices, (Address of Principal Executive
including Zip Code) Offices, including Zip Code)
(310) 342-6300 (310) 342-6300
(Registrant's Telephone Number, (Registrant's Telephone Number,
Including Area Code) Including Area Code)
N/A N/A
(Former Name or Former Address, (Former Name or Former Address,
if Changed Since Last Report) if Changed Since Last Report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
As previously reported, Protection One, Inc. ("Protection One") has
entered into a Contribution Agreement dated as of July 30, 1997 (as amended, the
"Contribution Agreement"), with Western Resources, Inc., a Kansas corporation
("Western Resources"). A copy of the Contribution Agreement was filed as exhibit
to Protection One's Current Report on Form 8-K reporting an event dated July 30,
1997; a copy of Amendment No. 1 to such agreement was filed as an exhibit to
Protection One's Current Report on Form 8-K reporting an event dated October 2,
1997.
On November 7, 1997, Protection One announced that a special meeting of
stockholders to approve the issuance of shares of Protection One's common stock
to Western Resources as provided for in the Contribution Agreement and the
related amendment of Protection One's charter will be held on Monday, November
24, 1997, and that a notice of meeting, proxy statement and form of proxy are
being mailed to holders of record of Protection One's common stock as of
October 24, 1997, the record date for determining stockholders entitled to vote
at the meeting. The issuance of shares to Western Resources and the other
transactions provided for in the Contribution Agreement are expected to be
consummated immediately following the special meeting, and the special cash
dividend of $7.00 per share to be paid in connection with such transactions
will be paid to holders of record of Protection One's common stock as of the
date the closing occurs.
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, each Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
PROTECTION ONE, INC.
PROTECTION ONE ALARM MONITORING, INC.
October 7, 1997 By: /s/ John W. Hesse
-------------------------------------
John W. Hesse
Executive Vice President
and Chief Financial Officer
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
99.1 Consent of Arthur Andersen LLP
99.1 Consent of Deloitte & Touche LLP
99.3 Consent of Ernst & Young LLP
</TABLE>
<PAGE> 1
EXHIBIT 99.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTS
As independent public accountants, we hereby consent to the incorporation of
our reports for WestSec, Inc. and West Security, Inc., collectively Western
Resources Security Business and Westinghouse Security (a predecessor of
WestSec, Inc.) dated August 25, 1997 and August 22, 1997, respectively,
included in Protection One, Inc.'s Schedule 14A originally filed on September
8, 1997, into Protection One, Inc.'s previously filed Registration Statements
on Form S-1 filed September 1, 1994 (Registration No. 33-83494), Form S-8 filed
August 11, 1995 (Registration No. 33-95702), Form S-8 filed September 29, 1995
(Registration No. 33-97542), Form S-3 filed November 13, 1995 (Registration No.
33-99220), Form S-8 filed March 28, 1996 (Registration No. 333-02892), Form S-3
filed August 1, 1996 (Registration No. 333-09401), Form S-3 filed October 8,
1996 (Registration No. 333-13733), Form S-3 filed December 18, 1996
(Registration No. 333-18159), Form S-8 filed January 20, 1997 (Registration No.
333-20245) and Form S-8 filed April 3, 1997 (Registration No. 333-24493).
/s/ ARTHUR ANDERSEN LLP
Kansas City, Missouri
November 7, 1997
<PAGE> 1
EXHIBIT 99.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the following Registration
Statements of Protection One, Inc.: Registration Statement on Form S-1 as
amended by Post-Effective Amendment No. 1 on Form S-3 (Registration No.
33-83494), Registration Statement on Form S-8 (Registration Statement No.
33-95702), Registration Statement on Form S-8 (Registration Statement No.
33-97542), Registration Statement on Form S-3 (Registration Statement No.
33-99220), Registration Statement on Form S-8 (Registration Statement No.
333-02892), Registration Statement on Form S-3 (Registration Statement No.
333-09401), Registration Statement on Form S-3 (Registration Statement No.
333-13733), Registration Statement on Form S-3 (Registration Statement No.
333-18159), Registration Statement on Form S-8 (Registration Statement No.
333-20245), and Registration Statement on Form S-8 (Registration Statement No.
333-24493) of our report on Network Multi-Family Security Corporation dated
February 27, 1997, appearing in the Proxy Statement of Protection One, Inc.
dated November 3, 1997.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Des Moines, Iowa
November 4, 1997
<PAGE> 1
EXHIBIT 99.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated March 22, 1997 with respect to the financial statements
of Centennial Security Holdings, Inc. included in this Proxy Statement of
Protection One, Inc. to be filed on November 7, 1997 and incorporated by
reference in the following Registration Statements of Protection One, Inc.:
- Registration Statement on Form S-1 as amended by Post-Effective
Amendment No. 1 on Form S-3 (Registration Statement No. 33-83494)
- Registration Statement on Form S-8 (Registration Statement No. 33-97502)
- Registration Statement on Form S-8 (Registration Statement No. 33-97542)
- Registration Statement on Form S-3 (Registration Statement No. 33-99220)
- Registration Statement on Form S-8 (Registration Statement No. 333-02892)
- Registration Statement on Form S-3 (Registration Statement No. 333-09401)
- Registration Statement on Form S-3 (Registration Statement No. 333-13733)
- Registration Statement on Form S-3 (Registration Statement No. 333-18159)
- Registration Statement on Form S-8 (Registration Statement No. 333-20245)
- Registration Statement on Form S-8 (Registration Statement No. 333-24493)
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
Cincinnati, Ohio
November 7, 1997
