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 17, 1998 (March 2, 1998)
Protection One, Inc. Protection One Alarm Monitoring, Inc.
(Exact Name of Registrant (Exact Name of Registrant
as Specified in Charter) as Specified in Charter)
Delaware Delaware
(State or Other Jurisdiction (State or Other Jurisdiction
of Incorporation) of Incorporation)
0-247802 33-73002-1
(Commission File Number) (Commission File Number)
93-1063818 93-1065479
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
6011 Bristol Parkway 6011 Bristol Parkway
Culver City, California 90230 Culver City, California 90230
(Address of Principal Executive (Address of Principal Executive
Offices, Including Zip Code) Offices, Including Zip Code)
(310) 342-6300 (310) 342-6300
(Registrant's Telephone Number, (Registrant's Telephone Number,
Including Area Code) Including Area Code)
N/A N/A
(Former Name or Former Address, (Former Name or Former Address,
if Changed Since Last Report) if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
On March 2, 1998, Protection One, Inc. (Protection One) announced that it's
wholly-owned subsidiary, Protection One Alarm Monitoring, Inc. completed the
acquisition of subscribers and assets of Multimedia Security Services, Inc. for
approximately $233 million in cash. Protection One funded the acquisition with
borrowings extended to it by Westar Capital, Inc. and evidenced by a promissory
note, and attached hereto as Exhibit 99.1. Protection One is a subsidiary of
Western Resources, which currently owns approximately 82.4% of Protection One's
outstanding shares of common stock. Further transaction details are included in
a press release attached hereto as Exhibit 99.2, and incorporated herein by this
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Promissory Note to Western Resources
99.2 Press release dated as of March 2, 1998 issued by Protection One, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Protection One, Inc.
Protection One Alarm Monitoring, Inc.
March 17, 1998 By: JOHN W. HESSE
John W. Hesse
Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
99.1 Promissory Note to Western Resources
99.2 Press release dated as of February 4,
1998 issued by Protection One, Inc.
NOTE
$274,000,000
Topeka, Kansas
March 2, 1998
FOR VALUE RECEIVED, the undersigned Protection One Alarm Monitoring, Inc., a
Delaware corporation (the "Borrower"), hereby promises to pay to the order of
Westar Capital, Inc., 818 Kansas Avenue, Topeka, Kansas, 66612 (the "Lender"),
on June 1, 1998 (the "Maturity Date"), the principal sum of TWO HUNDRED
SEVENTY-FOUR MILLION Dollars ($274,000,000), (the "Principal Amount") in
lawful money of the United States of America in same day funds, and to pay
interest from the date hereof on such principal amount, in like funds, at said
office, at a rate per annum equal to 6.6875% (the "Interest Rate") and payable
on the 1st day of each month, commencing April 1, 1998 and on the Maturity
Date.
The Borrower promises to pay interest, on demand, on any overdue principal
and, to the extent permitted by law, overdue interest from their due dates at
the Interest Rate + 2%.
Interest shall be calculated on the basis of a year of 360 days and actual
days elapsed.
If (i) Borrower shall not pay the Lender the principal or interest when due,
(ii) Borrower shall commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its
debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect, (iii) an involuntary case or other proceeding shall be commenced
against Borrower seeking liquidation, reorganization or other relief with
respect to it or its debts under any bankruptcy, insolvency or other similar
law nor or hereafter in effect, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 days or an order for
relief shall be entered against it under the federal bankruptcy laws as now or
hereafter in effect, (iv) Borrower shall make a general assignment for the
benefit of creditors; (v) any indebtedness of Borrower exceeding $1,000,000
for borrowed money shall not be paid when due or shall become due and payable
by acceleration of maturity thereof; or (vi) Borrower shall be dissolved or be
a party to any merger or consolidation in which it is not the survivor without
the written consent of the Lender, then the Principal Amount and all interest
due thereon to the date of payment, as appropriate, shall, unless the Lender
shall otherwise elect, forthwith be due and payable.
Borrower agrees to pay on demand all costs and expenses (including fees and
expenses of counsel) incurred by the Lender in connection with the enforcement
of this Note.
The Borrower hereby waives diligence, presentment, demand, protest and notice
of any kind whatsoever. The nonexercise by the holder of any of its rights
hereunder in any particular instance shall not constitute a waiver thereof in
that or any subsequent instance.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF KANSAS, WITHOUT REGARD TO CHOICE OF LAW PROVISIONS, AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
PROTECTION ONE ALARM MONITORING, INC.
By: John W. Hesse
John W. Hesse
Executive Vice President
Exhibit 99.2
FOR FURTHER INFORMATION CONTACT:
Mr. John W. Hesse Executive Vice President
and Chief Financial Officer (972) 916-6102
or Montgomery W. Cornell, Treasurer (972) 916-6044
Protection One, Inc.
www.protectionone.com
FOR IMMEDIATE RELEASE
PROTECTION ONE ANNOUNCES CLOSING OF
MULTIMEDIA ACQUISITION
Culver City, California, March 2, 1998 - Protection One
(Nasdaq: ALRM) announced today that it completed the acquisition of the
subscribers and assets of Multimedia for approximately $233 million in
cash. At the time of closing, Multimedia had approximately $3.6 million
of monthly recurring revenue (MRR) and 147,000 subscribers. The
acquisition includes an approximately 3 acre site, housing a 50,000 square
foot, state-of-the-art monitoring and call center facility. Multimedia
also has significant sources of growth, including a productive dealer
program, that generated in excess of 2,500 accounts in February.
James M. Mackenzie, Jr., Protection One's president and chief
executive officer said, "In the month since we signed the acquisition
agreement with Multimedia, we have worked diligently to prepare an
assimilation plan for their operations and subscribers, and are now
prepared to execute that plan beginning today."
Protection One, one of the largest security alarm companies in the
United States, provides monitoring and related security services to
residential and commercial subscribers across the nation.
Statements contained in this press release concerning the Company's
outlook for the transition of acquired subscribers and operations 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. These risks and
uncertainties include the ability of the Company to add accounts through
the Dealer Program, acquisitions and strategic alliances and other factors
described in the cautionary statements included in Protection One's
prospectus dated January 2, 1997 (pages 5-11), which statements are
incorporated herein by reference. Protection One disclaims any obligation
to update any forward-looking statement as a result of developments
occurring after the date of this press release.
