-----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, SBrKVQjj9gQjTzWRa4/EfP2KrJotw2NssrEQh9mEtqSfsjiu/ehRAWanI9LHCv8o iX3Y1j8eXlbUmA4OTHtdnw== 0001010312-98-000010.txt : 19980622 0001010312-98-000010.hdr.sgml : 19980622 ACCESSION NUMBER: 0001010312-98-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980619 SROS: NASD 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: 98651100 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 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) Rita A. Sharpe 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) June 19, 1998 (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. 3 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 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 111,120,373 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 111,120,373 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 111,120,373 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 84.67% 14 TYPE OF REPORTING PERSON CO Amendment No. 3 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 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 111,120,373 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 111,120,373 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 111,120,373 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 84.67% 14 TYPE OF REPORTING PERSON CO 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 The aggregate purchase price for the 4,597,500 Shares purchased by the Reporting Person since the filing of Amendment No. 2 to the Statement was $43,676,250. Such Shares were acquired with general capital funds of the Reporting Person. Item 4. Purpose of Transaction On June 19, 1998, the Reporting Person exercised the option reported in Amendment No. 2 to acquire 4,597,500 Shares from the Issuer. The purchase price was $9.50 per share. Item 5. Interest in Securities of the Issuer (a) To the best knowledge and belief of the Reporting Person, there were 126,597,901 Shares issued and outstanding as of June 19, 1998. As a result of the purchase described in this Amendment No. 3, the Reporting Person beneficially owns (within the meaning of Rule 13d-3) 111,120,373 Shares, constituting approximately 84.67% of the above-noted total amount of issued and outstanding Shares (assuming that 1,898,233 Shares into which Convertible Notes held by the Reporting Person are convertible and 2,750,238 Shares subject to the Report Person's option to purchase are outstanding). Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to Be Filed as Exhibits None. 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: June 19, 1998 WESTAR CAPITAL, INC. By: /s/ Marilyn K. Dalton Name: Marilyn K. Dalton Title: Secretary Page 1 of 2 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: June 19, 1998 WESTERN RESOURCES, INC. By: /s/ Richard D. Terrill Name: Richard D. Terrill Title: Corporate Secretary Page 2 of 2 -----END PRIVACY-ENHANCED MESSAGE-----