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) February 4, 1998
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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 Jurisdiction (State or Other Jurisdiction
of Incorporation) of Incorporation)
0-247802 33-73002-1
(Commission File Number) (Commission File Number)
93-1063818 93-1065479
(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
(Address of Principal Executive (Address of Principal Executive
Offices, 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)
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Item 2. Acquisition or Disposition of Assets
On February 4, 1998, Protection One, Inc. (Protection One) announced
that it exercised an option to purchase the stock of Network Holdings, Inc. from
Western Resources. Protection One will fund the acquisition with borrowings
under a senior debt facility to be extended to it by Western Resources.
Protection One is a subsidiary of Western Resources, which currently owns
approximately 82% of Protection One's outstanding shares of common stock. The
transaction is expected to close by early March. Further transaction details are
included in a press release attached hereto as Exhibit 99.1, and incorporated
herein by this reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release dated as of February 4, 1998 issued by Protection
One, Inc.
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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.
February 11, 1998 By: 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
99.1 Press release dated as of February 4, 1998
issued by Protection One, Inc.
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FOR FURTHER INFORMATION CONTACT:
Mr. John W. Hesse Executive Vice President
and Chief Financial Officer (972) 916-61202
or Montgomery W. Cornell, Treasurer (972) 916-6044
Protection One, Inc.
www.protectionone.com
FOR IMMEDIATE RELEASE
PROTECTION ONE EXERCISES OPTION TO PURCHASE
NETWORK MULTI-FAMILY FOR APPROXIMATELY $175 MILLION
Culver City, California, February 4, 1998 - Protection One (Nasdaq:
ALRM) announced today that it exercised its option to acquire the stock of
Network Holdings, Inc., the parent of Network Multi-Family Corporation, from a
subsidiary of Western Resources. The purchase price is approximately $175
million.
With approximately 200,000 subscribers, Network Multi-Family is the
largest provider of security alarm monitoring services to apartment and
condominium complexes in the United States. Network has held the leading
position since its entry into the market 15 years ago.
James M. Mackenzie, Jr., Protection One's president and chief executive
officer said "With the exercise of the option, Protection One now has a
leadership position in the attractive multi-family segment of the security
industry, a segment that has low penetration and growth prospects not unlike
those of the residential market five years ago. A majority of Network's
customers are signed to monitoring contracts that have an initial term of 10
years, and Network's historical customer attrition approximates less than half
that of the residential segment's net attrition. We expect to achieve growth
rates in the multi-family segment similar to those we have enjoyed for years in
the residential alarm monitoring business."
Mr. Mackenzie also observed that Network's customers will be referred
to Protection One's residential marketing group as they move into single family
households, presenting Protection One with an additional source of residential
subscribers.
Statements contained in this press release concerning the Company's
outlook for growth in 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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