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): JANUARY 25, 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
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ITEM 5. OTHER EVENTS.
On January 25, 1999, Protection One, Inc. announced that its
Board of Directors authorized a private placement of securities to its Western
Resources, Inc., its parent. The Press Release announcing the Board action is
filed herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated January 25, 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: January 25, 1999 By: /s/ Montgomery W. Cornell
-------------------------------
Montgomery W. Cornell
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
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99.1 Press Release dated January 25, 1999.
EXHIBIT 99.1
PROTECTION ONE WESTERN RESOURCES
John E. Mack, III Jim Martin
EVP and Chief Strategic Officer Investor Relations
(310) 342-6322 (785) 575-6549
WEB SITES WESTERN RESOURCES
www.protectionone.com Michel' Philipp
www.wstnres.com Media Relations
(785) 575-1927
FOR IMMEDIATE RELEASE
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, California, January 25, 1999 - Western
Resources, Inc. (NYSE: WR) and Protection One, Inc. (NYSE: POI) 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.
FOR MORE INFORMATION ABOUT PROTECTION ONE AND ITS OPERATING
COMPANIES, VISIT US 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 (NASDAQ: ALRM), 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 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.
