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): MARCH 19, 1999
PROTECTION ONE, INC.
(Exact name of Registrant as specified in charter)
DELAWARE 0-24780 93-1063818
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
6011 BRISTOL PARKWAY 90230
CULVER CITY, CALIFORNIA (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 338-6930
DA1:\166393\01\3K#101!.DOC\68523.0001
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ITEM 5. OTHER EVENTS.
On March 19, 1999, Protection One, Inc. announced the
resignation of James M. Mackenzie, Jr. as president and chief executive officer
and the appointment of John E. Mack III as chief executive officer, Thomas K.
Rankin as president and chief operating officer, Tony Somma as acting chief
financial officer and Douglas T. Lake as chairman of the board of directors.
On March 22, 1999, Protection One, Inc. announced the
extension of the termination deadline under the merger agreement relating to the
acquisition of Lifeline Systems, Inc. from April 30, 1999 to June 1, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated March 19, 1999.
99.2 Press Release dated March 22, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
PROTECTION ONE, INC.
(Registrant)
Date: March 24, 1999 By: /s/ John E. Mack
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John E. Mack
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Description
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99.1 Press Release dated March 19, 1999.
99.2 Press Release dated March 22, 1999.
EXHIBIT 99.1
PROTECTION ONE WESTERN RESOURCES
David M.V. Barnes Jim Martin
Vice President Investor Relations
Strategic Planning & Investor Relations (785) 575-6549
(310) 342-6309
WEB SITES WESTERN RESOURCES
www.protectionone.com Michel Philipp
www.wstnres.com Media Relations
(785) 575-1927
FOR IMMEDIATE RELEASE
MACK NAMED CHIEF EXECUTIVE OFFICER:
RANKIN NAMED PRESIDENT AND CHIEF OPERATING OFFICER
Culver City, California, March 19, 1999 - The Board of Directors of
Protection One, Inc. (NYSE: POI) today announced that the company's president
and chief executive officer, James M. Mackenzie, Jr., has stepped down effective
immediately.
John E. Mack III, formerly executive vice president and chief strategic
officer and acting chief financial officer, has been named chief executive
officer of the company. Thomas K. Rankin will become president and chief
operating officer and will also retain his responsibilities as president of
Protection One North American alarm monitoring operations.
Mack and Rankin are both founding partners of Protection One and have
had senior managerial responsibilities in the company since 1991. Both have been
instrumental in building the company. Mack has served as head of business
development for most of his tenure at Protection One and has been involved in
virtually all facets of the business from investor relations to his most recent
position as acting chief financial officer. He has an undergraduate degree from
Stanford University and a Masters Degree in Business Administration from The
Anderson Graduate School of Management at UCLA.
Rankin has been key to developing Protection One's industry leading
call center business operations and customer care strategies while in various
senior operating roles in the company throughout his tenure. Rankin received his
undergraduate degree from Pepperdine University and is currently completing a
MBA degree program from The Anderson Graduate School of Management at UCLA.
David Wittig, chairman, president and chief executive officer of
Western Resources, which has an 85% ownership in Protection One, commented,
"Protection One continues to be a key strategic investment in the consumer
services industry and Western Resources is confident that through the leadership
of John Mack and Tom Rankin, Protection One will continue to grow."
Tony Somma, executive director, finance, for Western Resources, has
been named acting chief financial officer for Protection One, a position
recently held by John Mack. To officially fill the position of chief financial
officer, a national search will be conducted, during which Somma will be
considered as a formal candidate.
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In addition, the Board of Directors announced the election of Douglas
T. Lake, executive vice president and chief strategic officer of Western
Resources, to the Board. Lake will serve as chairman of the Board of Directors.
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 in North America and Europe.
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 (NYSE:
POI), which has more than 1.5 million security customers. Its utilities, KPL and
KGE, provide electric service to approximately 600,000 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 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
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. Other risks and uncertainties are described in Protection One's
preliminary information statement filed with the Securities and Exchange
Commission on February 12, 1999. 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.
EXHIBIT 99.2
PROTECTION ONE WESTERN RESOURCES
David M.V. Barnes Jim Martin
Vice President Investor Relations
Strategic Planning & Investor Relations (785) 575-6549
(310) 342-6309
WEB SITES WESTERN RESOURCES
www.protectionone.com Michel Philipp
www.wstnres.com Media Relations
(785) 575-1927
FOR IMMEDIATE RELEASE
WESTERN RESOURCES, PROTECTION ONE AND LIFELINE SYSTEMS
ANNOUNCE EXTENSION OF TERMINATION DATE IN CONNECTION WITH
THE PROTECTION ONE-LIFELINE MERGER
Topeka, Kansas, Culver City, California and Framingham,
Massachusetts, March 19, 1999 - Western Resources, Inc. (NYSE: WR), Protection
One, Inc. (NYSE: POI) and Lifeline Systems, Inc. (Nasdaq: LIFE) today announced
that they have agreed to extend the termination deadline from April 30, 1999 to
June 1, 1999 in the Amended and Restated Agreement and Plan of Merger and
Contribution, dated as of October 28, 1998 (the "Merger Agreement") and the
various voting agreements between the parties to the Merger Agreement and
certain Protection One and Lifeline stockholders, including Western Resources.
More information on the proposed merger can be obtained by
reviewing Protection One's preliminary information statement and Lifeline's
preliminary proxy statement, both of which were filed with the Securities and
Exchange Commission on February 12, 1999.
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.
For more information about Protection One and its operating
companies, visit them on the internet at http://www.protectionone.com.
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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 (NYSE: POI), 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), 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 them on the Internet at http://www.wstnres.com.
Lifeline is the leading provider of personal response services
in the United States and Canada. Lifeline currently serves more than 230,000
subscribers from its response centers in Cambridge, MA and Toronto, Ontario,
Canada, and estimates it serves, along with community hospitals, more than
350,000 subscribers in North America. Lifeline is committed to providing
reassurance and peace of mind to those people who live alone and are faced with
isolation and loneliness as well as the need for emergency response.
For more information about Lifeline, visit them on the
Internet at http://www.lifelinesys.com.
Statements contained in this press release concerning the
consummation of the Protection One-Lifeline merger 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. Other risks and uncertainties are described in Protection One's
preliminary information statement filed with the Securities and Exchange
Commission on February 12, 1999. 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.
