UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 5 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)
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)
January 25, 1999
(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 [_].
<PAGE>
Amendment No. 5 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
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON 114,505,372
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
114,505,372
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,505,372
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Amendment No. 5 to
SCHEDULE 13D
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
85.44%
14 TYPE OF REPORTING PERSON
CO
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<PAGE>
Amendment No. 5 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
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON 114,505,372
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
114,505,372
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,505,372
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<PAGE>
Amendment No. 5 to
SCHEDULE 13D
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
85.44%
14 TYPE OF REPORTING PERSON
CO
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<PAGE>
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
No material change.
Item 4. Purpose of Transaction
Western Resources, Inc. ("Western") and the Issuer issued a joint press
release (the "Joint Press Release") on January 25, 1999 which stated that, in
order to permit Western to maintain ownership in excess of 80% of the issued and
outstanding Shares following the issuance of Shares to stockholders of Lifeline
Systems, Inc. ("Lifeline") in connection with the acquisition of Lifeline by the
Issuer, the Board of Directors of the Issuer had authorized a private placement
of Shares to the Reporting Person, a wholly owned subsidiary of Western. The
Joint Press Release also stated that the Reporting Person may acquire Shares in
open market or privately negotiated transactions depending upon market
conditions. 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.
Item 5. Interest in Securities of the Issuer
(a) To the best knowledge and belief of the Reporting Person, there
were 126,838,741 Shares issued and outstanding as of December 31, 1998. As a
result of the purchases described in this Amendment No. 5, the Reporting Person
beneficially owns (within the meaning of Rule 13d-3) 114,505,372 Shares,
constituting approximately 85.44% of the total amount of issued and outstanding
Shares (which is 134,015,211 Shares assuming that 4,426,232 Shares into which
Convertible Notes held by the
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<PAGE>
Reporting Person are converted and 2,750,238 Shares subject to the Reporting
Person's option to purchase are outstanding).
(b) Since the filing of Amendment No. 4 to the Statement, the Reporting
Person acquired 810,000 Shares of common stock and $25,800,000 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 Purchased Price Per Share Date of Purchase
145,000 $9.94830 06/19/98
30,000 $10.00000 06/22/98
15,000 $10.47920 06/23/98
10,000 $10.72500 06/24/98
100,000 $11.00000 06/24/98
135,000 $10.95370 06/25/98
100,000 $10.95312 06/26/98
25,000 $10.87500 06/29/98
145,000 $10.92670 06/30/98
15,000 $10.75000 06/30/98
75,000 $10.95830 07/01/98
15,000 $10.75000 07/01/98
Convertible Notes Price Per Share Date of Purchase
$3,000,000 $124.00 07/17/98
$1,000,000 $124.00 07/22/98
$6,000,000 $124.00 07/23/98
$1,800,000 $124.00 07/27/98
$2,000,000 $120.50 08/13/98
$1,250,000 $120.50 08/17/98
$750,000 $120.50 08/20/98
$1,000,000 $120.50 08/21/98
$2,000,000 $120.50 08/26/98
$2,000,000 $120.00 08/27/98
$3,500,000 $115.00 09/01/98
$1,500,000 $114.00 09/04/98
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<PAGE>
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 January 25, 1999.
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<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: February __, 1999
WESTAR CAPITAL, INC.
By: /s/Lee P. Wages
Name: Lee P. Wages
Title: President
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: February __, 1999
WESTERN RESOURCES, INC.
By: /s/ Richard D. Terrill
Name: Richard D. Terrill
Title: Vice President, Law
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Exhibit 1
PROTECTION ONE AUTHORIZES PRIVATE PLACEMENT TO WESTERN RESOURCES
IN CONJUNCTION WITH LIFELINE TRANSACTION
Western Resources Announces Possible Open Market Purchases
TOPEKA, Kansas and CULVER CITY, Calif. -- (BUSINESS WIRE)-- Jan. 25,
1999--Western Resources, Inc. (NYSE:WR - news) and Protection One, Inc.
(NYSE:POI - news) today announced that the Protection One Board of Directors
authorized a private placement of common shares to Westar Capital, Inc., a
wholly owned subsidiary of Western Resources.
The private placement will allow Westar Capital to maintain ownership in excess
of 80% of the issued and outstanding shares of Protection One's common stock
following the issuance of shares of common stock to stockholders of Lifeline
Systems, Inc. in connection with the acquisition of Lifeline Systems by
Protection One. Under the private placement, Protection One common stock will be
issued to Westar Capital at a price equal to the average closing price
determined in connection with the mergers related to Protection One's
acquisition of Lifeline Systems.
Western Resources also indicated that Westar Capital may acquire shares of
Protection One common stock in open market or privately negotiated transactions
depending upon market conditions. Any open market or private purchases by Westar
Capital will reduce or eliminate the need for it to purchase shares in the
private placement in order to maintain at least an 80% ownership stake in
Protection One. Westar Capital currently owns approximately 107.3 million
shares, or about 84.6%, of Protection One's 126.8 million issued and outstanding
shares.
More information on the Lifeline Systems acquisition can be obtained by
reviewing Protection One's preliminary information statement filed with the
Securities and Exchange Commission on December 10th, 1998.
As previously announced in our press release of December 21, 1998, Protection
One received early termination of its filing for approval of the Lifeline
Systems transaction under the Hart-Scott-Rodino Antitrust Improvements Act of
1976.
Protection One, the leading residential security alarm company in the United
States, provides monitoring and related security services to more than 1.5
million residential and commercial subscribers worldwide.
<PAGE>
For more information about Protection One and its operating companies, visit us
on the Internet at http://www.protectionone.com.
Western Resources is a consumer services company with interests in monitored
security and energy. The company has total assets of more than $8 billion,
including security company holdings through ownership of Protection One
(Nasdaq:ALRM - news), which has more than 1.5 million security customers in 48
states. Its utilities, KPL and KGE, provide electric service to approximately
600,000 customers in Kansas. Through its ownership in ONEOK Inc. (NYSE:OKE -
news), a Tulsa-based natural gas company, Western Resources has a 45 percent
interest in the eighth largest natural gas distribution company in the nation,
serving more than 1 million customers.
For more information about Western Resources and its operating companies, visit
us on the Internet at http://www.wstnres.com.
Statements contained in this press release concerning the possible purchase by
Westar Capital of shares of Protection One common stock 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,
including the possibility that the Lifeline Systems acquisition is not
consummated and Westar Capital does not purchase additional shares in the
private placement or in open market or privately negotiated transactions. Other
risks and uncertainties include the ability of Protection One to add accounts
through the Dealer Program, acquisitions and strategic alliances and other
factors described in Protection One's preliminary information statement filed
with the Securities and Exchange Commission on December 10, 1998. See Western
Resources' annual report on Form 10-K/A for other factors affecting it.
Protection One and Western Resources disclaim any obligation to update any
forward-looking statements as a result of developments occurring after the date
of this press release.
Contact:
Protection One
John E. Mack, III, 310/342-6322
or
Western Resources
Jim Martin, (Investors)
785/575-6549
or
Western Resources
Michel Philipp, (Media)
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785/575-1927
Web Sites:
www.protectionone.com
www.wstnres.com
