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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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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 January 20, 1998
event reported) -------------------------------------
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 Jurisdiction (State or Other Jurisdiction
of Incorporation) of Incorporation)
0-247802 33-73002-1
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(Commission File Number) (Commission File Number)
93-1063818 93-1065479
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(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
6011 Bristol Parkway 6011 Bristol Parkway
Culver City, California 90230 Culver City, California 90230
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(Address of Principal Executive (Address of Principal Executive
Offices, Including Zip Code) Offices, Including Zip Code)
(310) 342-6300 (310) 342-6300
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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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Item 5. Other Events.
On January 20, 1998, Protection One, Inc. issued a press release
disclosing that it entered into an agreement to acquire the assets and
subscribers of Multimedia Security Service, Inc. Such press release is attached
hereto as Exhibit 99.1, and is incorporated herein by this reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press release dated as of January 20, 1998 issued by
Protection One, Inc.
1
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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.
January 21, 1998 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
Exhibit Number Description of Exhibit
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99.1 Press release dated as of January 20, 1998
issued by Protection One, Inc.
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EXHIBIT 99.1
FOR FURTHER INFORMATION CONTACT:
Mr. John W. Hesse Executive Vice President
and Chief Financial Officer (972) 916-6102
or Montgomery W. Cornell, Treasurer (972) 916-6044
Protection One, Inc.
www.protectionone.com
FOR IMMEDIATE RELEASE
PROTECTION ONE ESTABLISHES POSITION AS SECOND LARGEST
SECURITY COMPANY IN THE UNITED STATES THROUGH ACQUISITION
OF APPROXIMATELY 140,000 SUBSCRIBERS AND ASSETS OF
MULTIMEDIA SECURITY
Culver City, California, January 20, 1998 - Protection One
(Nasdaq: ALRM) announced today that it will acquire the subscribers and assets
of Multimedia Security Services, Inc. ("Multimedia"), the nation's 10th largest
monitored alarm company, for approximately $220 million in cash.
The acquisition, expected to close later in the first quarter of 1998, will
position Protection One as the second largest security company in the United
States. Multimedia, a subsidiary of the Gannett Co., Inc., has approximately
140,000 subscribers primarily in California, Florida, Kansas, Oklahoma and
Texas. Protection One will offer employment to all of Multimedia's approximately
560 employees and expects to maintain Multimedia's state-of-the-art monitoring
center and call center in Wichita, Kansas.
"We are gratified to have the opportunity to acquire the excellent
operations, assets and employees of Multimedia," said James M. Mackenzie, Jr.,
Protection One's president and chief executive officer. "Multimedia is
recognized industrywide as one of the highest quality providers of residential
security alarm services in the country."
Mackenzie said that with Multimedia's subscriber base in key growth
markets, it provides a natural overlay on Protection One's existing branch
network and offers further opportunities for growth.
"We also are gaining a modern, high capacity monitoring and call center
that will complement our existing operations and a growing dealer program that
increases our new account production by 15% immediately," said Mackenzie. "This
acquisition cements our position as the second largest provider of security
services in the country and demonstrates our resolve to become the largest
residential security alarm company in the future."
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The acquisition is subject to the satisfaction of customary conditions, for
transactions of this size.
Statements contained in this press release concerning the Company's outlook
for fiscal year 1998, 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 add accounts through the
Dealer Program, acquisitions and strategic alliances and other factors described
in the cautionary statements included in Protection One's prospectus dated
January 2, 1997 (pages 5-11), 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.
Protection One, one of the largest security alarm companies in the United
States, provides monitoring and related security services to residential and
commercial subscribers across the nation.
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