-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fu3HvtNkMNY1UtmmwKmA1Dgg+fSMvKJlXfFky/xQkjpAXpLRpQOPsl72iCE0k0oS MushREEMTNGceNtH5Fcg1w== 0000891836-99-000137.txt : 19990302 0000891836-99-000137.hdr.sgml : 19990302 ACCESSION NUMBER: 0000891836-99-000137 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990301 GROUP MEMBERS: WESTAR CAPITAL INC GROUP MEMBERS: WESTAR CAPITAL, INC. GROUP MEMBERS: WESTERN RESOURCES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROTECTION ONE INC CENTRAL INDEX KEY: 0000916230 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 931063818 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45461 FILM NUMBER: 99553756 BUSINESS ADDRESS: STREET 1: 6011 BRISTOL PKWY CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: 3103386930 MAIL ADDRESS: STREET 1: 3900 SW MURRAY BLVD CITY: BEAVERTON STATE: OR ZIP: 97005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTAR CAPITAL INC CENTRAL INDEX KEY: 0001010312 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 1270 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 9135756329 MAIL ADDRESS: STREET 1: 1021 MAIN STREET STREET 2: SUITE 1270 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D/A 1 AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 5 to SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Protection One, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 74 3663 304 (CUSIP Number) Lee P. Wages President Westar Capital, Inc. 818 S. Kansas Avenue Topeka, Kansas 66612 (785) 575-8020 copy to: Richard D. Terrill 818 S. Kansas Avenue Topeka, Kansas 66612 (785) 575-6322 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 25, 1999 (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Amendment No. 5 to SCHEDULE 13D CUSIP NO. 74 3663 304 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Westar Capital, Inc. 48-1092416 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kansas 7 SOLE VOTING POWER 0 NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING PERSON 114,505,372 WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 114,505,372 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 114,505,372 -2- Amendment No. 5 to SCHEDULE 13D 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 85.44% 14 TYPE OF REPORTING PERSON CO -3- Amendment No. 5 to SCHEDULE 13D CUSIP NO. 74 3663 304 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Western Resources, Inc. 48-0290150 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kansas 7 SOLE VOTING POWER 0 NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING PERSON 114,505,372 WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 114,505,372 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 114,505,372 -4- Amendment No. 5 to SCHEDULE 13D 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 85.44% 14 TYPE OF REPORTING PERSON CO -5- Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, Westar Capital, Inc., a Kansas corporation (the "Reporting Person"), hereby amends and supplements its Statement on Schedule 13D originally filed by the Reporting Person on November 24, 1997, (the "Statement"), with respect to the Voting Common Stock, par value $.01 per share (the "Shares") of Protection One, Inc. (the "Issuer"). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Statement. Item 1. Security and Issuer No material change. Item 2. Identity and Background No material change. Item 3. Source and Amount of Funds or Other Consideration No material change. Item 4. Purpose of Transaction Western Resources, Inc. ("Western") and the Issuer issued a joint press release (the "Joint Press Release") on January 25, 1999 which stated that, in order to permit Western to maintain ownership in excess of 80% of the issued and outstanding Shares following the issuance of Shares to stockholders of Lifeline Systems, Inc. ("Lifeline") in connection with the acquisition of Lifeline by the Issuer, the Board of Directors of the Issuer had authorized a private placement of Shares to the Reporting Person, a wholly owned subsidiary of Western. The Joint Press Release also stated that the Reporting Person may acquire Shares in open market or privately negotiated transactions depending upon market conditions. A copy of the Joint Press Release is attached hereto as Exhibit 1 and is incorporated by reference in its entirety to this Item 4. Item 5. Interest in Securities of the Issuer (a) To the best knowledge and belief of the Reporting Person, there were 126,838,741 Shares issued and outstanding as of December 31, 1998. As a result of the purchases described in this Amendment No. 5, the Reporting Person beneficially owns (within the meaning of Rule 13d-3) 114,505,372 Shares, constituting approximately 85.44% of the total amount of issued and outstanding Shares (which is 134,015,211 Shares assuming that 4,426,232 Shares into which Convertible Notes held by the -6- Reporting Person are converted and 2,750,238 Shares subject to the Reporting Person's option to purchase are outstanding). (b) Since the filing of Amendment No. 4 to the Statement, the Reporting Person acquired 810,000 Shares of common stock and $25,800,000 principal amount of 6.75% Senior Convertible Subordinated Notes which may be converted at any time into common stock at a price of $11.1946236 per share in open market transactions. Set forth below is a table identifying and describing such open market transactions: Shares Purchased Price Per Share Date of Purchase 145,000 $9.94830 06/19/98 30,000 $10.00000 06/22/98 15,000 $10.47920 06/23/98 10,000 $10.72500 06/24/98 100,000 $11.00000 06/24/98 135,000 $10.95370 06/25/98 100,000 $10.95312 06/26/98 25,000 $10.87500 06/29/98 145,000 $10.92670 06/30/98 15,000 $10.75000 06/30/98 75,000 $10.95830 07/01/98 15,000 $10.75000 07/01/98 Convertible Notes Price Per Share Date of Purchase $3,000,000 $124.00 07/17/98 $1,000,000 $124.00 07/22/98 $6,000,000 $124.00 07/23/98 $1,800,000 $124.00 07/27/98 $2,000,000 $120.50 08/13/98 $1,250,000 $120.50 08/17/98 $750,000 $120.50 08/20/98 $1,000,000 $120.50 08/21/98 $2,000,000 $120.50 08/26/98 $2,000,000 $120.00 08/27/98 $3,500,000 $115.00 09/01/98 $1,500,000 $114.00 09/04/98 -7- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The response to Item 4 set forth above and the Joint Press Release attached hereto as Exhibit 1 are incorporated by reference in their entirety to this Item 6. Item 7. Material to Be Filed as Exhibits Exhibit 1. Joint Press Release of Western Resources, Inc. and Protection One, Inc., dated January 25, 1999. -8- SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February __, 1999 WESTAR CAPITAL, INC. By: /s/Lee P. Wages Name: Lee P. Wages Title: President SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February __, 1999 WESTERN RESOURCES, INC. By: /s/ Richard D. Terrill Name: Richard D. Terrill Title: Vice President, Law -9- EX-99.1 2 JOINT PRESS RELEASE, DATED 01/25/99 Exhibit 1 PROTECTION ONE AUTHORIZES PRIVATE PLACEMENT TO WESTERN RESOURCES IN CONJUNCTION WITH LIFELINE TRANSACTION Western Resources Announces Possible Open Market Purchases TOPEKA, Kansas and CULVER CITY, Calif. -- (BUSINESS WIRE)-- Jan. 25, 1999--Western Resources, Inc. (NYSE:WR - news) and Protection One, Inc. (NYSE:POI - news) today announced that the Protection One Board of Directors authorized a private placement of common shares to Westar Capital, Inc., a wholly owned subsidiary of Western Resources. The private placement will allow Westar Capital to maintain ownership in excess of 80% of the issued and outstanding shares of Protection One's common stock following the issuance of shares of common stock to stockholders of Lifeline Systems, Inc. in connection with the acquisition of Lifeline Systems by Protection One. Under the private placement, Protection One common stock will be issued to Westar Capital at a price equal to the average closing price determined in connection with the mergers related to Protection One's acquisition of Lifeline Systems. Western Resources also indicated that Westar Capital may acquire shares of Protection One common stock in open market or privately negotiated transactions depending upon market conditions. Any open market or private purchases by Westar Capital will reduce or eliminate the need for it to purchase shares in the private placement in order to maintain at least an 80% ownership stake in Protection One. Westar Capital currently owns approximately 107.3 million shares, or about 84.6%, of Protection One's 126.8 million issued and outstanding shares. More information on the Lifeline Systems acquisition can be obtained by reviewing Protection One's preliminary information statement filed with the Securities and Exchange Commission on December 10th, 1998. As previously announced in our press release of December 21, 1998, Protection One received early termination of its filing for approval of the Lifeline Systems transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Protection One, the leading residential security alarm company in the United States, provides monitoring and related security services to more than 1.5 million residential and commercial subscribers worldwide. For more information about Protection One and its operating companies, visit us on the Internet at http://www.protectionone.com. Western Resources is a consumer services company with interests in monitored security and energy. The company has total assets of more than $8 billion, including security company holdings through ownership of Protection One (Nasdaq:ALRM - news), which has more than 1.5 million security customers in 48 states. Its utilities, KPL and KGE, provide electric service to approximately 600,000 customers in Kansas. Through its ownership in ONEOK Inc. (NYSE:OKE - news), 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 us on the Internet at http://www.wstnres.com. Statements contained in this press release concerning the possible purchase by Westar Capital of shares of Protection One common stock 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, including the possibility that the Lifeline Systems acquisition is not consummated and Westar Capital does not purchase additional shares in the private placement or in open market or privately negotiated transactions. Other risks and uncertainties include the ability of Protection One to add accounts through the Dealer Program, acquisitions and strategic alliances and other factors described in Protection One's preliminary information statement filed with the Securities and Exchange Commission on December 10, 1998. See Western Resources' annual report on Form 10-K/A for other factors affecting it. Protection One and Western Resources disclaim any obligation to update any forward-looking statements as a result of developments occurring after the date of this press release. Contact: Protection One John E. Mack, III, 310/342-6322 or Western Resources Jim Martin, (Investors) 785/575-6549 or Western Resources Michel Philipp, (Media) 785/575-1927 Web Sites: www.protectionone.com www.wstnres.com -----END PRIVACY-ENHANCED MESSAGE-----