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 3, 1999
(September 2, 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)
Item 5. Other Events
On September 2, 1999, Protection One, Inc. and Lifeline Systems, Inc.
announced a mutual agreement to terminate their proposed merger.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Press release dated as of September 2, 1999 issued by
Protection One, Inc.
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 3, 1999 By: /s/ Anthony D. Somma
Anthony D. Somma
Chief Financial Officer
Protection One Alarm Monitoring, Inc.
Date: September 3, 1999 By: /s/ Anthony D. Somma
Anthony D. Somma
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
99.1 Press release dated as of September 2,
1999 issued by Protection One, Inc.
Exhibit 99.1
Media contact: Contact:
Robin J. Lampe Dennis Hurley
Phone: (785) 575-6468 Vice President - Finance
Investor contact: Chief Financial Officer
Adam M. Goldston (508) 988-1382
Phone: (310) 285-6502
FOR IMMEDIATE RELEASE
LIFELINE SYSTEMS AND PROTECTION ONE AGREE TO TERMINATE MERGER
CULVER CITY, Calif., and FRAMINGHAM, Mass., Sept. 2, 1999 -- Protection
One, Inc. (NYSE: POI) and Lifeline Systems, Inc. (NASDAQ:LIFE) today announced
that they have entered into a mutual agreement to terminate their proposed
merger. The merger agreement was announced in October 1998.
Ron Feinstein, Lifeline president and chief executive officer, said, "We
believe that the proposed combination with Protection One created a unique
opportunity for synergies. However, delays in the regulatory process have made
it appropriate for us to refocus our attention on creating shareholder value
without this pending merger. We have many exciting opportunities to continue
to grow our company and are concentrating all our energy on these endeavors."
John E. Mack III, chief executive officer of Protection One, said, "The
termination of this agreement will allow us to continue our strategic focus on
our residential monitored security services. We plan now to devote all of our
energy to our core business, divesting non-core assets when appropriate,
focusing on customer growth and service."
<PAGE>
The companies also announced that they agreed to terminate the related
stock option granted to Protection One by Lifeline in connection with the
proposed merger.
Lifeline announced that it plans to take a charge to earnings in the
third quarter of 1999 of approximately $500,000 or $0.05 per share on an
after-tax basis, to reflect unreimbursed costs incurred in connection with the
intended merger. Protection One indicated that it plans to take a charge to
earnings in the third quarter of approximately $2.2 million or $0.02 per
share.
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.
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.
Lifeline Systems, Inc. is the leading provider of personal response
services in the United States and Canada, currently serving more than 263,000
subscribers from its response centers in Framingham and Cambridge, Mass., and
Toronto, Ontario. Lifeline is committed to providing reassurance and peace of
mind to those people who live alone and are faced with isolation and
loneliness, as well as the need for emergency response. Lifeline does this by
combining dedicated, well-trained people, with advanced technology.
This press release may contain forward-looking statements relating to
the future performance of Lifeline Systems, Inc. Forward-looking statements,
specifically those concerning future performance, are subject to certain risks
and uncertainties, and actual results may differ materially from expectations.
These risks and uncertainties include the uncertainty associated with the
timing and magnitude of the transition in the Company's revenue mix, the risks
associated with the development and implementation of the Company's new
technology platform and other risk factors detailed from time to time in the
Company's filings with the Securities and Exchange Commission (SEC) including
the Company's Annual Report on Form 10-K, Form 10-Q and other filings and
releases.
