UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 4 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:
Richard D. Terrill
818 S. Kansas Avenue
Topeka, Kansas 66612
(785) 575-6322
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 23, 1998
(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 |_|.
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Amendment No. 4 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. 48-1092416
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
(B) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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 111,390,694
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
111,390,694
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,390,694
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.73%
14 TYPE OF REPORTING PERSON
CO
page2
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Amendment No. 4 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. 48-0290150
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 111,390,694
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
111,390,694
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,390,694
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.73%
14 TYPE OF REPORTING PERSON
CO
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, Westar
Capital, Inc., a Kansas corporation (the "Reporting Person"), hereby amends
and supplements its Statement on Schedule 13D originally filed by the
Reporting Person on November 24, 1997, (the "Statement"), with respect to the
Voting Common Stock, par value $.01 per share (the "Shares") of Protection
One, Inc. (the "Issuer"). Unless otherwise indicated, each capitalized term
used but not defined herein shall have the meaning assigned to such term in
the Statement.
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
The aggregate purchase price for the 47,000 Shares and $2,500,000
principal amount of 6.75% Senior Convertible Subordinated Notes purchased by
the Reporting Person since the filing of Amendment No. 3 to the Statement was
$3,198,381.90. Such Shares were acquired with general capital funds of the
Reporting Person.
Item 4. Purpose of Transaction
In order to purchase shares and Convertible Senior Notes at what the
Reporting Person considered to be favorable market prices, the Reporting
Person purchased 47,000 Shares and $2,500,000 principal amount of 6.75% Senior
Convertible Subordinated Notes in open market transactions, as more fully set
forth in Item 5 below. The Convertible Notes are convertible at any time into
Shares at a conversion ratio of $11.1946236 of principal amount per share.
Item 5. Interest in Securities of the Issuer
(a) To the best knowledge and belief of the Reporting Person, there were
126,597,901 Shares issued and outstanding as of June 23, 1998. As a result of
the purchase described in this Amendment No. 4, the Reporting Person
beneficially owns (within the meaning of Rule 13d-3) 111,390,694 Shares,
constituting approximately 84.73% of the above-noted total amount of issued
and outstanding Shares (assuming that 2,121,554 Shares into which Convertible
Notes held by the Reporting Person are convertible and 2,750,238 Shares
subject to the Report Person's option to purchase are outstanding).
(b) Since the filing of Amendment No. 3 to the Statement, the Reporting
Person acquired 47,000 Shares of common stock and $2,500,000 principal amount
of 6.75% Senior Convertible Subordinated Notes which may be converted at any
time into common stock at a price of $11.1946236 per share in open market
transactions. Set forth below is a table identifying and describing such open
market transactions:
Shares Price Per Date of
Purchased Share Purchase
- -------------------------------------------------------------------------
15,000 $9.687 06/18/98
22,000 $9.772 06/19/98
10,000 $9.872 06/22/98
Convertible Price Per Date of
Notes Share Purchase
- -------------------------------------------------------------------------
2,500,000 $109.50 06/17/98
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities
of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
None.
Page 1 of 3
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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: June 23, 1998
WESTAR CAPITAL, INC.
By: /s/ Marilyn K. Dalton
Name: Marilyn K. Dalton
Title: Secretary
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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: June 23, 1998
WESTERN RESOURCES, INC.
By: /s/ Richard D. Terrill
Name: Richard D. Terrill
Title: Corporate Secretary
Page 3 of 3
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