UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Protection One, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
74 3663 304
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(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 17, 1999
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(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 [ ].
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CUSIP NO. 74 3663 304 PAGE 2 OF 8 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westar Capital, Inc. 48-1092416
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
NA
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
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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
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
111,755,134
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
85.07%
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14. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 74 3663 304 PAGE 3 OF 8 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Western Resources, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
NA
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
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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
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
111,755,134
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
85.07%
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14. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 74 3663 304 PAGE 4 OF 8 PAGES
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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 and the Issuer issued a joint press release (the "Joint Press
Release") on December 17, 1999 which stated that the Reporting Person has
acquired the debt and assumed the obligations from the lenders under the
Issuer's revolving credit facility. The Issuer has received from the Reporting
Person under the revolving credit facility an extension of the covenant waiver
until January 15,2000. The Issuer
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CUSIP NO. 74 3663 304 PAGE 5 OF 8 PAGES
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continues to examine other options including the selling of assets to reduce
debt and refinancing the credit facility. As of the date of this filing, the
Reporting Person and a special committee of the Board of Directors of the Issuer
are continuing negotiations with respect to the terms and conditions of further
waivers or amendments to the credit facility and the Reporting Person's proposal
to acquire the Issuer's continental European operations.
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 17, 1999.
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CUSIP NO. 74 3663 304 PAGE 6 OF 8 PAGES
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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 23, 1999
WESTAR CAPITAL, INC.
By: /s/ Lee P. Wages
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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: December 23, 1999
WESTERN RESOURCES, INC.
By: /s/ Richard D. Terrill
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Name: Richard D. Terrill
Title: Executive Vice
President and
General Counsel
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CUSIP NO. 74 3663 304 PAGE 7 OF 8 PAGES
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EX-99.1
WESTAR CAPITAL ASSUMES PROTECTION ONE LENDERS' OBLIGATIONS
TOPEKA, Kansas, and CULVER CITY, California, Dec. 17, 1999, Protection
One (NYSE:POI) today announced Westar Capital, an unregulated subsidiary of
Western Resources (NYSE:WR), has acquired the debt and assumed the lenders'
obligations under Protection One's revolving credit facility.
Protection One has received from Westar Capital under this revolving
credit facility an extension of the covenant waiver until January 15, 2000.
Westar Capital and Protection One also are negotiating the terms and
conditions of further waivers or amendments to the credit facility.
An independent committee has been established by Protection One's board
to consider Westar Capital's proposal to acquire Protection One's Continental
Europe operations and to negotiate the terms of any such transaction.
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.
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.
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 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.
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CUSIP NO. 74 3663 304 PAGE 8 OF 8 PAGES
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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.
CONTACT:
Media: Michel' Philipp, [email protected], 785.575.1927, or fax: 785.575.6399, or
Investors: Jim Martin, [email protected], 785.575.6549, or fax: 785.575.8160,
both of Western Resources/
Media: Robin Lampe, 785.575.6468, or fax 785.575.6511, or Investors: Adam
Goldston, 310.258.6502, or fax 310.342.6382, both of Protection One
