UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Protection One, Inc.
--------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
74 3663 304
-----------
(CUSIP Number)
Lee P. Wages
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)
December 2, 1999
----------------
(Date of Event which Requires Filing of this Statement)
If a 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 [ ].
<PAGE>
- -------------------- ---------------------
CUSIP NO. 74 3663 304 PAGE 2 OF 11 PAGES
- -------------------- ---------------------
- --------------------------------------------------------------------------------
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
NA
- --------------------------------------------------------------------------------
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
NUMBER OF 0
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 111,755,134
EACH --------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
111,755,134
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
111,755,134
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
85.07%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
- -------------------- ---------------------
CUSIP NO. 74 3663 304 PAGE 3 OF 11 PAGES
- -------------------- ---------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Western Resources, Inc.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
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
NUMBER OF 0
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 111,755,134
EACH --------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
111,755,134
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
111,755,134
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
85.07%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
- -------------------- ---------------------
CUSIP NO. 74 3663 304 PAGE 4 OF 11 PAGES
- -------------------- ---------------------
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
A current list of executive officers and directors of the Reporting
Person and Western Resources, Inc. ("Western") is attached hereto as Schedule 1
and is incorporated by reference in its entirety to this Item 2.
(a)-(c); (f) The name, business address, present principal occupation
or employment and citizenship of each of the executive officers and directors of
the Reporting Person and Western are set forth in Schedule 1 and incorporated by
reference herein.
(d)-(e) During the last five years, none of the Reporting Persons nor
Western, and to the knowledge of the Reporting Persons and Western, none of the
persons listed on Exhibit 1 hereto, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii)was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such law.
Item 3. Source and Amount of Funds or Other Consideration
No material change.
Item 4. Purpose of Transaction
Western and the Issuer issued a joint press release (the "Joint Press
Release") on December 2, 1999 which stated that Protection One has received from
the lenders under its revolving credit facility (the "Lenders")an extension of
the covenant waiver until December 17, 1999. The Reporting Person, an
unregulated subsidiary of Western, is negotiating with the Lenders to purchase
their loans and assume their obligations under the Issuer's revolving credit
facility. The Joint Press Release also stated that the Reporting Person and the
Issuer are negotiating the terms and conditions of further waivers or amendments
to
<PAGE>
- -------------------- ---------------------
CUSIP NO. 74 3663 304 PAGE 5 OF 11 PAGES
- -------------------- ---------------------
the credit facility. Such negotiations include the Reporting Person's proposals
to increase costs of borrowing, change certain financial covenants and reduce
the maturity of the facility to March 31, 2000. The Joint Press Release further
stated that the Reporting Person has indicated that such waivers or amendments
to the credit facility are conditioned upon Protection One selling to the
Reporting Person its continental European operations, Compagnie Europeene de
Telesecurite (CET), for approximately $140 million in cash and other
consideration. As part of the Reporting Person's proposal, Protection One would
retain an option to repurchase CET. A copy of the Joint Press Release is
attached hereto as Exhibit 1 and is incorporated by reference in its entirety to
this Item 4. As of the date of this filing, the Reporting Person, the Lenders
and a special committee of the Board of Directors of the Issuer are continuing
negotiations with respect to the foregoing matters.
The Issuer and Western are parties to a Stock Option Agreement dated as
of July 30, 1997 which granted Western an option to purchase up to 2,750,238
additional Shares on certain terms. The option terminated on October 31, 1999.
Item 5. Interest in Securities of the Issuer
(a) To the best knowledge and belief of the Reporting Person, there
were 126,944,077 Shares issued and outstanding as of November 10, 1999. The
Reporting Person beneficially owns (within the meaning of Rule 13d-3)
111,755,134 Shares, constituting approximately 85.07% of the total amount of
issued and outstanding Shares (which is 131,370,309 Shares assuming that
4,426,232 Shares into which Convertible Notes held by the Reporting Person are
converted).
The Issuer and Western are parties to a Stock Option Agreement dated as
of July 30, 1997 which granted Western an option to purchase up to 2,750,238
additional Shares on certain terms. The option terminated on October 31, 1999.
Item 6. Contracts, Arrangements,
Understandings or Relationships
with Respect to Securities of
the Issuer
The response to Item 4 set forth above and the Joint Press Release
attached hereto as Exhibit 1 are incorporated by reference in their entirety to
this Item 6.
Item 7. Material to Be Filed as Exhibits
Exhibit 1. Joint Press Release of Western Resources, Inc. and
Protection One, Inc., dated December 2, 1999.
<PAGE>
- -------------------- ---------------------
CUSIP NO. 74 3663 304 PAGE 6 OF 11 PAGES
- -------------------- ---------------------
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: December 15, 1999
WESTAR CAPITAL, INC.
By: /s/ Lee P. Wages
---------------------------------
Name: Lee P. Wages
Title: President
<PAGE>
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: December 15, 1999
WESTERN RESOURCES, INC.
By: /s/ Richard D. Terrill
---------------------------------
Name: Richard D. Terrill
Title: Executive Vice
President and
General Counsel
<PAGE>
- -------------------- ---------------------
CUSIP NO. 74 3663 304 PAGE 7 OF 11 PAGES
- -------------------- ---------------------
SCHEDULE 1
Executive Officers and Directors of
Westar Capital, Inc. ("Westar") and
Western Resources, Inc. ("Western")
All executive officers and directors listed below are United States
citizens.
Executive Officers of Westar:
NAME POSITION
ADDRESS
- --------------------------------------------------------------------------------
Lee Wages President and Chief Executive
818 South Kansas Avenue Officer
Topeka, Kansas 66612
- --------------------------------------------------------------------------------
Cynthia S. Couch Secretary and Treasurer
818 South Kansas Avenue
Topeka, Kansas 66612
- --------------------------------------------------------------------------------
Debra L. Harris Assistant Secretary and
818 South Kansas Avenue Assistant Treasurer
Topeka, Kansas 66612
Directors of Westar:
NAME POSITION
ADDRESS
- --------------------------------------------------------------------------------
Lee Wages Director, Westar
818 South Kansas Avenue President and Chief Executive
Topeka, Kansas 66612 Officer, Westar
Topeka, Kansas
- --------------------------------------------------------------------------------
Carl M. Koupal, Jr. Director, Westar
818 South Kansas Avenue Executive Vice President, Chief
Topeka, Kansas 66612 Administrative Officer, Western
Topeka, Kansas
<PAGE>
- -------------------- ---------------------
CUSIP NO. 74 3663 304 PAGE 8 OF 11 PAGES
- -------------------- ---------------------
- --------------------------------------------------------------------------------
Douglas T. Lake Director, Westar
818 South Kansas Avenue Executive Vice President, Chief
Topeka, Kansas 66612 Strategic Officer, Western
Topeka, Kansas
Executive Officers of Western:
NAME POSITION
ADDRESS
- --------------------------------------------------------------------------------
David C. Wittig President and Chief Executive
818 South Kansas Avenue Officer
Topeka, Kansas 66612
- --------------------------------------------------------------------------------
Thomas L. Grennan Executive Vice President,
818 South Kansas Avenue Electric Operations
Topeka, Kansas 66612
- --------------------------------------------------------------------------------
Carl M. Koupal, Jr. Executive Vice President,
818 South Kansas Avenue Chief Administrative Officer
Topeka, Kansas 66612
- --------------------------------------------------------------------------------
Douglas T. Lake Executive Vice President,
818 South Kansas Avenue Chief Strategic Officer
Topeka, Kansas 66612
- --------------------------------------------------------------------------------
William B. Moore Executive Vice President,
818 South Kansas Avenue Chief Financial Officer
Topeka, Kansas 66612
- --------------------------------------------------------------------------------
Richard D. Terrill Executive Vice President,
818 South Kansas Avenue General Counsel and Corporate
Topeka, Kansas 66612 Secretary
Directors of Western:
- --------------------------------------------------------------------------------
David C. Wittig Director, Western
818 South Kansas Avenue President and Chief Executive
Topeka, Kansas 66612 Officer, Western
<PAGE>
- -------------------- ---------------------
CUSIP NO. 74 3663 304 PAGE 9 OF 11 PAGES
- -------------------- ---------------------
- --------------------------------------------------------------------------------
Frank J. Becker Director, Western
4408 Heritage Drive President, Becker Investments, Inc.
Lawrence, Kansas 66047 Lawrence, Kansas
- --------------------------------------------------------------------------------
Gene A. Budig Director, Western
40 Mercer Street President, The American League of
Princeton, New Jersey 08540 Professional Baseball Clubs
New York, New York
- --------------------------------------------------------------------------------
Thomas R. Clevenger Director, Western
818 South Kansas Avenue Topeka, Kansas
Topeka, Kansas 66612
- --------------------------------------------------------------------------------
John C. Dicus Director, Western
700 South Kansas Avenue Chairman of the Board and Chief
Topeka, Kansas 66612 Executive Officer, Capitol Federal
Savings and Loan Association
Topeka, Kansas
- --------------------------------------------------------------------------------
David H. Hughes Director, Western
818 South Kansas Avenue Topeka, Kansas
Topeka, Kansas 66612
- --------------------------------------------------------------------------------
Russell W. Meyer, Jr. Director, Western
One Cesna Boulevard Chairman and Chief Executive
Wichita, Kansas 67215 Officer, Cessna Aircraft Company
Wichita, Kansas
- --------------------------------------------------------------------------------
Jane Dresneer Sadaka Director, Western
818 South Kansas Avenue Topeka, Kansas
Topeka, Kansas 66612
- --------------------------------------------------------------------------------
Louis W. Smith Director, Western
4801 Rockhill Road President and Chief Operating
Kansas City, Missouri Officer, Ewing Marion Kauffman
Foundation
Kansas City, Missouri
- --------------------------------------------------------------------------------
- -------------------- ---------------------
CUSIP NO. 74 3663 304 PAGE 10 OF 11 PAGES
- -------------------- ---------------------
EX-99.1
JOINT PRESS RELEASE, DATED December 2, 1999
PROTECTION ONE RECEIVES EXTENSION ON BANK WAIVER
TOPEKA, Kansas, and CULVER CITY, California, Dec. 2, 1999 - Protection One
(NYSE:POI) today announced it has received from the lenders under its revolving
credit facility an extension of the covenant waiver until December 17.
As of December 2, 1999, the company had approximately $235 million utilized
under the $250 million facility.
Westar Capital, an unregulated subsidiary of Western Resources
(NYSE:WR), is negotiating with the banks to assume the lenders' obligations
under Protection One's revolving credit facility.
Westar Capital and Protection One also are negotiating the terms and
conditions of further waivers or amendments to the credit facility. Negotiations
include increased costs of borrowing, changes to financial covenants and
reduction in maturity of the facility to March 31, 2000. Westar Capital has
further advised Protection One that it does not intend to provide credit to
Protection One beyond that date. Westar Capital previously provided a similar
credit facility for Protection One.
Westar Capital has indicated that such waivers or amendments are contingent
upon Protection One selling its Continental Europe operations (CET)to Westar
Capital. Westar Capital has proposed a purchase price of approximately $140
million for CET in cash and other consideration. Under the proposal, one-half of
the proceeds would be used to reduce the credit facility. Negotiations further
include an option for Protection One to buy back CET.
Further, Protection One continues to examine other options including
selling assets to reduce debt and refinancing the credit facility. For further
discussion of Protection One's credit facility, see its quarterly report on Form
10-Q for the quarter ended September 30, 1999.
Protection One has established an independent committee of its Board to
consider Westar Capital's proposal and to negotiate the terms of any such
transaction.
Western Resources owns approximately 85 percent of Protection One, which
provides monitoring and related security services to more than 1.6 million
residential and commercial subscribers in North America and Europe.
Protection One's Continental Europe operations, which were originally
acquired in August 1998, include main offices in Paris and Vitrolles, France,
and branch offices in Germany, Switzerland, Belgium and The Netherlands.
Western Resources (NYSE: WR) is a consumer services company with interests
in monitored services and energy. The company has total assets of more than $8
billion, including security company holdings through ownership of Protection One
(NYSE: POI), which has more than 1.6 million security customers in North America
and Europe. Its utilities, KPL and KGE, provide electric service to
approximately 614,000 customers in Kansas. Through its ownership in ONEOK Inc.
(NYSE: OKE), a Tulsa-based natural gas company, Western Resources has a 45
percent interest in the
<PAGE>
- -------------------- ---------------------
CUSIP NO. 74 3663 304 PAGE 11 OF 11 PAGES
- -------------------- ---------------------
eighth largest natural gas distribution company in the nation, serving more than
1.4 million customers. For more information about Western Resources and its
operating companies, visit us on the Internet at http://www.wr.com.
Protection One, one of the leading residential security alarm companies in
the United States, provides monitoring and related security services to more
than 1.6 million residential and commercial subscribers in North America and
Europe.
Forward-Looking Statements: Certain matters discussed in this news release
are "forward-looking statements." The Private Securities Litigation Reform Act
of 1995 has established that these statements qualify for safe harbors from
liability. Forward-looking statements may include words like we "believe",
"anticipate," "expect" or words of similar meaning. Forward-looking statements
describe our future plans, objectives, expectations, or goals. Such statements
address future events and conditions concerning the consummation of the possible
asset sale and credit facility described in this press release, capital
expenditures, earnings, litigation, rate and other regulatory matters, closing
of the KCPL transaction, successful integration of Western Resources' and KCPL's
businesses and achievement of anticipated cost savings, the outcome of
accounting issues being reviewed by the SEC staff, possible corporate
restructurings, mergers, acquisitions, dispositions, liquidity and capital
resources, interest and dividend rates, year 2000 issue, environmental matters,
changing weather, nuclear operations, ability to enter new markets successfully
and capitalize on growth opportunities in nonregulated businesses, events in
foreign markets in which investments have been made, and accounting matters. Our
actual results may differ materially from those discussed here. See the
company's and Protection One's 1998 Annual Report on Form 10-K and 10K/A,
quarterly reports on Forms 10-Q and current reports on Form 8K for further
discussion of factors affecting the company's and Protection One's performance.
Western Resources disclaims any obligation to update any forward-looking
statements as a result of developments occurring after the date of this news
release. Other risks and uncertainties are described in Protection One's 1998
Form 10-K/A filed with the Securities and Exchange Commission on June 2, 1999,
and quarterly reports on Form 10-Q filed on May 17, 1999, August 16, 1999 and
November 12, 1999. Protection One disclaims any obligation to update any
forward-looking statements as a result of developments occurring after the date
of this press release.
