PROTECTION ONE INC
8-K, 1998-12-09
MISCELLANEOUS BUSINESS SERVICES
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                       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): OCTOBER 18, 1998


                              PROTECTION ONE, INC.
               (Exact name of Registrant as specified in charter)




         DELAWARE                       0-24780                  93-1063818
(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
     of Incorporation)                                       Identification No.)



          6011 BRISTOL PARKWAY                                      90230
         CULVER CITY, CALIFORNIA                                  (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (310) 342-6300


<PAGE>   2

ITEM 5.  OTHER EVENTS.

          On December 9, 1998, Protection One, Inc. announced the reorganization
of its executive management structure and changes in certain executive officers.
The Press Release announcing these announcements is filed herewith as Exhibit
99.1.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits.

   99.1    Press Release dated October 19, 1997, relating to the Merger 
           Agreement.



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<PAGE>   3

                                   SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                         PROTECTION ONE, INC.
                                         (Registrant)


Date:  December 9, 1998                  By: /s/ JOHN E. MACK, III
                                             -----------------------
                                             John E. Mack, III
                                             Executive Vice President and
                                             Chief Strategic Officer



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<PAGE>   4

                                  EXHIBIT INDEX

     Exhibit        Description
     -------        -----------

      99.1          Press Release dated December 9, 1998, relating to the
                    Merger Agreement.


<PAGE>   1
FOR FURTHER INFORMATION CONTACT:
- --------------------------------
Mr. John E. Mack , Executive Vice President
and Chief Strategic Officer: (310) 342-6322 or
David M.V. Barnes, Vice President,
Strategic Planning and Investor Relations: (310) 342-6309
Protection One, Inc.
Website Address: www.protectionone.com


FOR IMMEDIATE RELEASE
- ---------------------

                 PROTECTION ONE ANNOUNCES COMPANY REORGANIZATION

     Culver City, California, December 9th, 1998 - Protection One (NYSE:POI)
announced today that it has reorganized the company's operating structure to
better manage its increased scale and scope of operations.

     John E. Mack, III (formerly executive vice president, business development)
has been appointed to the position of chief strategic officer for Protection
One. In addition, Thomas K. Rankin (formerly executive vice president,
operations) has been appointed President, North American security alarm
operations, Protection One's largest operating division. Mack and Rankin will
continue to report to Jim Mackenzie, president and chief executive officer of
the company.

     Other top managers reporting to Mr. Mackenzie include: Steve Millstein,
president, Mobile Division; Steve Williams, president Network Multifamily
Security; Christophe de Pescara, co-managing director, Protection One Europe;
Patrick Fornas, co-managing director, Protection One Europe; Keith Hobbs,
managing director, Protection One United Kingdom; George Weinstock, executive
vice president; and Ronald Feinstein, president of Lifeline Systems, pending the
completion of the previously announced merger in early 1999.

     It was also announced that John Hesse, Protection One's current chief
financial officer, has notified Protection One that he intends to leave his
position to pursue other interests. Hesse will continue to work with Protection
One during a transition period. Montgomery W. Cornell has been named to replace
Hesse. Cornell brings substantial financial experience to his new position
having held the position of treasurer and director of investor relations of
Protection One since 1994.

     Protection One, the second largest security alarm company in the United
States, provides monitoring and related security services to more than 1.5
million residential and commercial subscribers worldwide.

     For more information about Protection One and its operating companies,
visit us on the Internet at http://www.protectionone.com.

     Statements contained in this press release concerning competitive position
and other statements of management's beliefs, goals and expectations are
"forward-looking statements" as that term is defined in the Private Securities
Litigation Reform Act of 1995, and are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed in or
implied by the statements. These risks and uncertainties include the ability of
the Company to manage the Company's growth and acquisition strategy and other
factors described in the cautionary statements included in Protection One's
Information Statement on Schedule 14C dated December 9, 1998 (beginning on page
16), which statements are incorporated herein by reference. Protection One
disclaims any obligation to update any forward-looking statement as a result of
developments occurring after the date of this press release.

                                     --END--


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