-----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, C1jEnks4ubvxXj04DQJi/V44tFYPcaflFE5jD9vZgdCViY+Bi8/7qzW/eI/iainI GGP4ZfOO3xRtGKJcIfIP1g== 0000950162-03-000258.txt : 20030206 0000950162-03-000258.hdr.sgml : 20030206 20030206112429 ACCESSION NUMBER: 0000950162-03-000258 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030206 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: 1934 Act SEC FILE NUMBER: 005-47480 FILM NUMBER: 03541899 BUSINESS ADDRESS: STREET 1: 6011 BRISTOL PARKWAY 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 ENERGY INC /KS CENTRAL INDEX KEY: 0000054507 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 480290150 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 818 KANSAS AVE CITY: TOPEKA STATE: KS ZIP: 66612 BUSINESS PHONE: 7855756300 MAIL ADDRESS: STREET 1: P.O. BOX 889 CITY: TOPEKA STATE: KS ZIP: 66601 FORMER COMPANY: FORMER CONFORMED NAME: KANSAS POWER & LIGHT CO DATE OF NAME CHANGE: 19920507 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN RESOURCES INC /KS DATE OF NAME CHANGE: 19920703 SC 13D/A 1 westarenergy13dano9.txt AMENDMENT NO. 9 CUSIP No. 74 3663 304 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9) Protection One, Inc. ___________________ (Name of Issuer) Common Stock, par value $.01 per share ________________________________ (Title of Class of Securities) 74 3663 304 ___________ (CUSIP Number) Larry D. Irick, Esq. Vice President and Corporate Secretary Westar Energy, Inc. 818 S. Kansas Avenue Topeka, Kansas 66612 (785) 575-1625 ___________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 9, 2003 _______________ (Date of Event which Requires Filing of this Statement) If a 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 [ ]. Page 1 of 12 SCHEDULE 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Westar Industries, Inc. 48-1092416 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [x] 3. SEC USE ONLY NA 4. SOURCE OF FUNDS NA 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH 85,291,497 REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 0 10. SHARED DISPOSITIVE POWER 85,291,497 Page 2 of 12 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,291,497 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 87.07% 14. TYPE OF REPORTING PERSON CO Page 3 of 12 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Westar Energy, 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 NA 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Kansas 7. SOLE VOTING POWER NUMBER OF 783,400 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 85,291,497 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 783,400 WITH 10. SHARED DISPOSITIVE POWER 85,291,497 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 86,074,897 Page 4 of 12 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRSENTED BY AMOUNT IN ROW (11) 87.9% 14. TYPE OF REPORTING PERSON CO Item 1. Security and Issuer This statement on Schedule 13D (the "Statement") is filed by Westar Energy, Inc. (f/k/a Western Resources, Inc.), a Kansas corporation ("Westar Energy"), and Westar Industries, Inc. (f/k/a Westar Capital, Inc.), a Delaware corporation and a wholly owned subsidiary of Westar Energy ("Westar Industries" and, together with Westar Energy, the "Reporting Persons"), and relates to the Common Stock, par value $0.01 per share (the "Common Stock"), of Protection One, Inc., a Delaware corporation (the "Issuer") which Common Stock is held by Westar Industries. This Statement supplements and amends the statement on Schedule 13D originally filed by the Reporting Persons on November 24, 1997, as amended by Amendments Nos. 1-8 thereto (the "Statement"). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Statement. The address of the principal executive offices of the Issuer is: Protection One, Inc., 818 S. Kansas Avenue, Topeka, Kansas 66612. Item 2. Identity and Background Westar Energy is a Kansas corporation. It is a consumer services company with interests in monitored services and energy. The principal business address of Westar Energy is: Westar Energy, Inc. 818 S. Kansas Avenue, Topeka, Kansas 66612. Page 5 of 12 The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of Westar Energy is set forth in Exhibit 5 and is incorporated by reference herein. During the last five years, Westar Energy, and to the knowledge of Westar Energy, none of the persons listed on Exhibit 5 hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such law. Westar Industries is a Delaware corporation and a wholly owned subsidiary of Westar Energy. It is a holding company that has investments in the energy-related and monitored security industries. The principal business address of Westar Industries is: Westar Industries, Inc. 818 S. Kansas Avenue, Topeka, Kansas 66612. The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of Westar Industries is set forth in Exhibit 6 and is incorporated by reference herein. During the last five years, Westar Industries, and to the knowledge of Westar Industries, none of the persons listed on Exhibit 6 hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such law. Item 3. Source and Amount of Funds or other Consideration No material change. Item 4. Purpose of Transaction Item 4 is amended by adding the following after the last paragraph thereof: On December 23, 2002, the Kansas Corporation Commission (the "KCC") issued an order (the "Order") modifying an order issued November 8, 2002 addressing Westar Energy's financial plan. The Order was attached as Exhibit 99.1 to a Form 8-K filed by Westar Energy on December 27, 2002. Page 6 of 12 On January 9, 2003, Westar Energy's board of directors, authorized management to explore strategic alternatives for divesting its investment in Protection One, Inc. with a view to maximizing the value received by Westar Energy. Westar Energy advised the Issuer of its decision on January 9, 2003 and similarly advised the KCC on January 10, 2003 in a Petition for Specific Reconsideration and Reconsideration for Submission of Additional Evidence filed in response to the Order. Westar Energy expects to work closely with the Issuer's management to identify alternatives that are in the best interest of all the Issuer's shareholders. On January 13, 2003, the Issuer filed a Form 8-K in which it reported being advised of the foregoing by Westar Energy. In its Form 8-K filing, the Issuer stated that it expected "to work closely with Westar Energy management to identify alternatives that are in the best interest of all [the Issuer's] shareholders." Both Westar Energy and the Issuer have retained investment banking firms to assist them in developing strategic alternatives for the Issuer, including its possible sale. Item 5. Interest in Securities of the Issuer (a) To the best knowledge and belief of the Reporting Persons, there were 97,954,107 Shares issued and outstanding as of January 9, 2003. The Reporting Persons beneficially own (within the meaning of Rule 13d-3) in the aggregate 86,074,897 Shares, constituting approximately 87.9 % of the total amount of issued and outstanding Shares. (b) No material change (c) The response to Item 4 set forth above is incorporated by reference in its entirety to this Item 5. (d) N/A (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The response to Item 4 set forth above is incorporated by reference in its entirety to this Item 6. Page 7 of 12 Item 7. Material to Be Filed as Exhibits.. EXHIBIT 5 Identity of Executive Officers and Directors of Westar Energy, Inc. EXHIBIT 6 Identity of Executive Officers and Director of Westar Industries, Inc. Page 8 of 12 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: February 6, 2003 WESTAR ENERGY, INC. By: /s/ James S. Haines, Jr. ------------------------------------------- Name: James S. Haines, Jr. Title: President and Chief Executive Officer WESTAR INDUSTRIES, INC. By: /s/ James S. Haines, Jr. ------------------------------------------- Name: James S. Haines, Jr. Title: President and Chief Executive Officer Page 9 of 12 EXHIBIT 5 Identity of Executive Officers and Directors of Westar Energy, Inc. The name, present principal occupation or employment, and the name of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Westar Energy, Inc. ("Westar Energy") is set forth below. Each of the directors and officers is a citizen of the United States. The business address of each director and officer is Western Energy, Inc., 818 South Kansas Avenue, Topeka, Kansas 66612. Unless otherwise indicated, each occupation set forth opposite an executive officer's name refers to employment with Westar Energy.
Name Title Present Principal Occupation or Employment Executive Officers - ------------------ James S. Haines, Jr. President and Chief Executive same Officer Mark A. Ruelle Executive Vice President and Chief same Financial Officer William B. Moore Executive Vice President and Chief same Operating Officer Richard A. Dixon Senior Vice President same Douglas R. Sterbenz Senior Vice President same Directors - --------- Frank J. Becker Director President of Becker Investments, Inc. in Lawrence, Kansas. Gene A. Budig Director Senior Advisor to the Commissioner of Baseball, American League of Professional Baseball Clubs in New York, New York and a pro- Page 10 of 12 fessor in the Woodrow Wilson School of Public and International Affairs at Princeton University. Charles Q. Chandler, IV Director, Chairman of the Board Chairman of the Board, President and Chief Executive Officer of INTRUST Bank, N.A. and President of INTRUST Financial Corporation. R. A. Edwards III Director President and Chief Executive Officer and a director of the First National Bank of Hutchinson, Kansas. James S. Haines, Jr. Director President and Chief Executive Officer, Westar Energy, Inc. Larry D. Irick Director Vice President and Corporate Secretary of Westar Energy, Inc. John C. Nettles, Jr. Director Partner in the law firm of Morrisson & Hecker, L.L.P. in Overland Park, Kansas.
Page 11 of 12 EXHIBIT 6 Identity of Executive Officers and Director of Westar Industries, Inc. The name, present principal occupation or employment, and the name of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Westar Industries, Inc. ("Westar Industries") is set forth below. Each of the directors and officers is a citizen of the United States. The business address of each director and officer is Westar Industries, Inc., 818 South Kansas Avenue, Topeka, Kansas 66612. Unless otherwise indicated, each occupation set forth opposite an executive officer's name refers to employment with Westar Industries.
Name Title Present Principal Occupation or Employment Executive Officers - ------------------ James S. Haines, Jr. President and Chief Executive President and Chief Executive Officer Officer, Westar Energy, Inc. Greg A. Greenwood Secretary and Treasurer Executive Director, Finance, Westar Energy, Inc. Director - -------- James S. Haines, Jr. Director President and Chief Executive Officer, Westar Energy, Inc.
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