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) September 29, 1999
(September 29, 1999)
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.)
600 Corporate Pointe, 12th Floor 600 Corporate Pointe, 12th Floor
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)
<PAGE>
Item 5. Other Events
On September 29, 1999, Protection One, Inc. and Voxcom Incorporated
Announced an Alliance; Voxcom to Purchase Protection One's Canadian Operations.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Press release dated as of September 29, 1999, issued by
Protection One, Inc.
<PAGE>
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.
Date: September 29, 1999 By: /s/ Anthony D. Somma
Anthony D. Somma
Chief Financial Officer
Protection One Alarm Monitoring, Inc.
Date: September 29, 1999 By: /s/ Anthony D. Somma
Anthony D. Somma
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
99.1 Press release dated as of September 29,
1999, issued by Protection One, Inc.
Media contact: Contact:
Robin J. Lampe Brad Sparrow
Phone: (785) 575-6468 President and Chief Executive Officer
Investor contact: (780) 462-1657 ext. 211
Adam M. Goldston www.voxcom.com
Phone: (310) 258-6502
FOR IMMEDIATE RELEASE
PROTECTION ONE AND VOXCOM ANNOUNCE ALLIANCE;
VOXCOM TO PURCHASE PROTECTION ONE'S CANADIAN OPERATIONS
CULVER CITY, Calif., and EDMONTON, Alberta, Sept. 29, 1999 -- Protection
One, Inc. (NYSE:POI), one of North America's leading residential security
alarm companies, and VOXCOM Incorporated (VSE:VOX), one of Canada's leading
residential alarm companies, today announced the signing of a definitive
agreement whereby Protection One will sell its Canadian operations to VOXCOM
for approximately U.S. $27 million, including $23 million in cash.
The transaction is contingent upon VOXCOM successfully completing an
equity offering for which a preliminary prospectus has been filed. This
contingency may be waived by VOXCOM.
In addition, Protection One and VOXCOM will enter into an alliance
addressing an array of joint efforts including marketing programs for home
security, marketing of mobile services in Canada and general cooperation
arrangements.
Protection One will retain an ownership position in VOXCOM, which
includes an 8% convertible preferred stock issued pursuant to this transaction
and the nomination of one member to VOXCOM's board of directors. After the
transaction closes, pro forma for VOXCOM's equity offering, Protection One
will own approximately 7% to 9% of VOXCOM on a fully diluted basis, which
includes Protection One's current VOXCOM ownership position.
"This divestiture is a continuation of our strategy to focus on our core
business of monitored security services in the United States and Europe, while
seeking opportunities to form alliances that strengthen our existing
operations," said John E. Mack III, Chief Executive Officer of Protection One.
"This agreement, with one of Canada's largest and most respected security
companies, positions the combined company as a major competitor in the
Canadian marketplace and results in an opportunity for Protection One to
participate with VOXCOM in the market's future," Mack said.
Brad Sparrow, President and Chief Executive Officer of VOXCOM, said,
"This addition of approximately 40,000 customers serviced through Protection
One's Ottawa, Vancouver and Toronto offices will make us the second largest
security provider in Canada. The immediate growth this acquisition provides
VOXCOM, and the continued relationship with an industry leader such as
Protection One, positions us as a market leading provider of a wide range of
security services to our existing and future customers."
CIBC World Markets is acting as financial advisor to Protection One in
this transaction. Nesbitt Burns Inc. is the exclusive financial advisor for
VOXCOM. This transaction is expected to close by November 1.
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.
VOXCOM provides alarm monitoring and personal emergency response systems
and related services to over 65,000 individuals, homes and businesses
throughout Canada. VOXCOM has branch offices in eight major centres across
Canada and maintains extensive marketing partnerships with leading brands in
the telecommunications, energy services and financial services industries.
The company also markets its services through its network of authorized
dealers.
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. Certain information in this release constitutes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995, and is subject to the safe harbor protections of that Act. Other
risks and uncertainties are described in Protection One's 1998 Form 10-K/A
filed with the Securities and Exchange Commission on April 14, 1999 and
quarterly reports on Form 10-Q filed on May 17, 1999 and August 16, 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.
The Vancouver Stock Exchange has neither approved nor disapproved the
information contained herein.
