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) October 12, 1999
(October 7, 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 October 7, 1999, Protection One, Inc. announced Protection One and
Western Resources Reviewing Capital Structure and Financial Alternatives.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Press release dated as of October 7, 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: October 12, 1999 By: /s/ Anthony D. Somma
Anthony D. Somma
Chief Financial Officer
Protection One Alarm Monitoring, Inc.
Date: October 12, 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 October 7,
1999, issued by Protection One, Inc.
<PAGE>
Exhibit 99.1
October 7, 1999
PROTECTION ONE AND WESTERN RESOURCES
REVIEWING CAPITAL STRUCTURE
AND FINANCIAL ALTERNATIVES
Protection One and Western Resources today announced that they are in the
process of reviewing the capital structure and financial alternatives for
Protection One.
Included in the Protection One review will be consideration of a variety
of options, including: review of the company's capital structure; changes in
financial ownership interests, including spinning or splitting off some portion
or all of Western Resources' interest; potential purchase of selected Protection
One assets by Western Resources; seeking new sources of debt and equity capital;
refinancing existing debt; the repurchase of Protection One debt by either
Protection One or Western Resources; and other options.
"We continue to believe that monitored security services is an attractive
business," said David C. Wittig, Western Resources chairman of the board,
president and chief executive officer. "However, Western Resources has
experienced some short-term financial challenges with regard to its Protection
One investment and those challenges must be managed."
Specifically, Western Resources believes it is important to address ways
to eliminate the negative effect of Protection One's losses on Western
Resources' income statement. Because of its significant investment percentage,
Western Resources' financial results reflect the financial results of Protection
One.
"We are confident that the Protection One management team is managing the
operational and financial aspects of the business in a manner which will
ultimately provide for profitable growth," said Wittig. "We firmly believe the
company is in better shape today to meet the challenges in the business than it
was six months ago. Protection One has a renewed focus on customer service which
is demonstrating results in its monitoring centers and a focus on creating new
distribution channels for development of customers through a recently announced
agreement with Paradigm Direct. In addition, Protection One moved its finance
operations from Dallas, Texas, to Topeka, Kansas, sold its mobile services, and
is selling its Canadian assets in order to focus on its core domestic operating
business. But to accomplish Western Resources' and Protection One's goals, we
believe it is prudent to examine all options."
"Since our partnership began, we have worked closely with Western Resources
to ensure our relationship has been advantageous to both sets of shareholders,
customers and employees," said John E. Mack III, chief executive officer of
Protection One. "We believe this review is a positive step to continue working
toward that goal."
<PAGE>
Wittig noted that while the security business generates strong cash flow,
it has not generated net income which is the case with many customer growth type
businesses. Western Resources believes that while it can create value in the
business, many utility investors are interested exclusively in net income which
is incompatible with a growth business.
"We continue to be excited about the leading position Protection One has
created in the fast growing security alarm business," said Mack. "Over the
years to come, we believe we can leverage our strong customer position to
generate value for our shareholders."
Western Resources owns approximately 85 percent of Protection One, one of
the leading residential alarm companies in the United States, providing
monitoring and related security services to more than 1.6 million residential
and commercial subscribers in North America and Europe. Western Resources
acquired its ownership interest in Protection One in 1997.
Wittig said that although Western Resources and Protection One cannot be
specific at this time regarding their intentions, they will explore all options,
including the possible divesting of selected operations or the possible sale of
the company's Protection One investment.
The companies expect to make a determination as to their options by the end
of the first quarter 2000.
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 employee update.
Forward-Looking Statements: Certain matters discussed in this news release
are "forward-looking statements." The Private Securities Litigation Reform Act
of 1995 has established that these statements qualify for safe harbors from
liability. Forward-looking statements may include words like we "believe",
"anticipate," "expect" or words of similar meaning. Forward-looking statements
describe our future plans, objectives, expectations, or goals. Such statements
address future events and conditions concerning capital expenditures, earnings,
litigation, rate and other regulatory matters, closing of the KCPL transaction,
successful integration of Western Resources' and KCPL's businesses and
achievement of anticipated cost savings, the outcome of accounting issues being
reviewed by the SEC staff, possible corporate restructurings, mergers,
acquisitions, dispositions, liquidity and capital resources, interest and
dividend rates, year 2000 issue, environmental matters, changing weather,
nuclear operations, ability to enter new markets successfully and capitalize on
growth opportunities in nonregulated businesses, events in foreign markets in
which investments have been made, and accounting matters. Our actual results may
differ materially from those discussed here. See the company's 1998 Annual
Report on Form 10-K and quarterly reports on Forms 10-Q for further discussion
of factors affecting the company's performance. Western Resources disclaims any
obligation to update any forward-looking statements as a result of developments
occurring after the date of this employee update.
<PAGE>
