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) July 1, 1999 (June 28, 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 June 28, 1999, Protection One Alarm Monitoring, Inc., a wholly-owned
subsidiary of Protection One, Inc., entered into a definitive purchase agreement
with ATX Technologies, Inc. ("ATX") for the sale of the assets of its Mobile
Services Group for consideration of approximately $28 million, a component of
which is preferred stock of ATX, subject to certain post-closing adjustments.
The closing of the transaction is subject to customary conditions, including the
expiration of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Press release dated as of June 28, 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: July 1, 1999 By: /s/ John E. Mack III
John E. Mack III,
Chief Executive Officer
Protection One Alarm Monitoring, Inc.
Date: July 1, 1999 By: /s/ Tom K. Rankin
Tom K. Rankin,
President
EXHIBIT INDEX
Exhibit Number Description of Exhibit
99.1 Press release dated as of June 28,
1999 issued by Protection One, Inc.
Exhibit 99.1
Protection One Announces Definitive Agreement to Sell Mobile Services
Group and Form Alliance With ATX Technologies
CULVER CITY, Calif. and SAN ANTONIO--(BUSINESS WIRE)--June 28, 1999-
-Protection One, Inc. (NYSE:POI), one of the nation's leading providers of
life safety and property monitoring services and 85% owned by Western
Resources (NYSE:WR), today announced the signing of a definitive agreement
to sell its Mobile Services Group to ATX Technologies, Inc. for
approximately $28.0 million, a component of which includes a preferred
stock investment in ATX. Protection One will continue to deliver mobile
services through an exclusive reseller arrangement with ATX.
John E. Mack III, chief executive officer of Protection One, said,
"Our Mobile Services Group has been a pioneer in the emerging business of
providing security and information to the OEM automobile industry as well
as other developing markets, including the retrofit vehicle and wireless
communications markets. Protection One will be able to recognize a
significant return on our investment in this business and will retain a
meaningful equity interest through our alliance with ATX. The combination
of ATX's expertise in the telematics market and excellence of our Mobile
Services Group will position the two companies as a major competitor in
the telematics industry and should result in upside equity potential for
Protection One."
Telematics is a relatively new service industry that combines
wireless and location identification technologies with call center-based
convenience and emergency response services. From navigation assistance to
vehicle theft recovery, telematics provides drivers and fleet managers
with immediate access to location-based information about their vehicles,
road conditions and more.
Steven W. Riebel, president and chief executive officer of ATX said,
"We fully intend to become the mobile information service provider of
choice in the wireless world, building upon the expertise that Protection
One has developed as a leading provider of telematics services to the
automotive industry. Together we will create a new vision that will take
telematics solutions to a new level."
The combined company will provide mobile services to a number of
major companies, including Mercedes-Benz North America; Ford Motor Company
including Ford, Jaguar and Lincoln-Mercury; the Infiniti Division of
Nissan Motor Company; Greyhound Lines Inc.; Fujitsu Ten Corp. of America;
Mitsubishi Electric Corporation; and Alpine Electronics of America.
ATX intends to maintain Protection One's existing Mobile Services
Group operations in Irving, Texas and has agreed to hire all of the
current employees upon closing, which is expected to occur in the third
quarter.
ATX is recognized as one of the leaders in the mobile mayday and
telematics industries. ATX was the first to ship a mobile mayday GPS
tracking product for the aftermarket, the pioneer of simultaneous voice
and data transmission over a single line and the developer of the first
and only embedded wireless solution within a mayday product. ATX has
helped law enforcement agencies apprehend more than 500 car thieves to
date and has been instrumental in assisting police in the recovery of
personal and commercial vehicles.
Credit Suisse First Boston acted as financial advisor to Protection
One in this transaction.
Protection One, the nation's second largest residential security
alarm company, provides monitoring and related security services to more
than 1.6 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: www.protectionone.com.
Western Resources is a consumer services company with interests in
monitored security and energy. Western Resources has total assets of more
than $8 billion. Western Resources' utility companies, 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: www.wr.com.
For more information about ATX, call 800/789-4373 or visit them on
the Internet at: www.track.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. 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 filed with the Securities and Exchange
Commission on April 14, 1999 and the Form 10-Q filed on May 17, 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.
