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United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
AMENDMENT NO. 3
RESPONSE USA, INC.
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(Name of Issuer)
Common Stock, Par Value $.008 Per Share
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(Title of Class of Securities)
761235 50 6
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(CUSIP Number)
Richard D. Terrill
Executive Vice President, General Counsel and Corporate Secretary
Western Resources, Inc.
818 South Kansas Avenue
Topeka, Kansas 66612
(785)575-6322
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(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 22, 1999
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisitions 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 |_|.
CUSIP NO. 761235 50 6
1. NAME OF REPORTING PERSON Western Resources, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. 48-0290150
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF (A) |_|
A GROUP (B) | |
3. SEC USE ONLY
4. SOURCE OF FUNDS n/a
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Kansas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
PERSON WITH:
7. SOLE VOTING POWER 0
8. SHARED VOTING POWER 561,142
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 561,142
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 561,142
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 7.85%
14. TYPE OF REPORTING PERSON CO
CUSIP NO. 761235 50 6
1. NAME OF REPORTING PERSON Westar Capital, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. 48-1092416
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF (A) |_|
A GROUP (B) | |
3. SEC USE ONLY
4. SOURCE OF FUNDS n/a
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Kansas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
PERSON WITH:
7. SOLE VOTING POWER 0
8. SHARED VOTING POWER 561,142
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 561,142
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 561,142
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 7.85%
14. TYPE OF REPORTING PERSON CO
CUSIP NO. 761235 50 6
1. NAME OF REPORTING PERSON Protection One, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. 93-1063818
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF (A) |_|
A GROUP (B) | |
3. SEC USE ONLY
4. SOURCE OF FUNDS n/a
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
PERSON WITH:
7. SOLE VOTING POWER 0
8. SHARED VOTING POWER 561,142
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 561,142
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 561,142
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 7.85%
14. TYPE OF REPORTING PERSON CO
CUSIP NO. 761235 50 6
1. NAME OF REPORTING PERSON Protection One Investments,
Inc.
S.S. OR I.R.S. IDENTIFICATION NO. 95-471-6134
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF (A) |_|
A GROUP (B) | |
3. SEC USE ONLY
4. SOURCE OF FUNDS n/a
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
PERSON WITH:
7. SOLE VOTING POWER 0
8. SHARED VOTING POWER 561,142
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 561,142
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 561,142
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 7.85%
14. TYPE OF REPORTING PERSON CO
Item 1. Security and Issuer.
This statement on Schedule 13D ("Statement") relates to the Common Stock par
value $.008 per share ("Common Stock"), of Response USA, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the issuer are
located at 11-H Princess Road, Lawrenceville, New Jersey 08648.
Item 2. Identity and Background.
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
The Reporting Persons sold 94,900 shares of Common Stock of Issuer between the
period of October 21, 1999 and October 22, 1999.
Item 5. Interest in Securities of Issuer.
Based upon the Issuer's annual report for its fiscal year ended June 30, 1999
filed on Form 10-KSB with the Securities and Exchange Commission on October 13,
1999, the Issuer had a total of 7,147,731 (seven million one hundred forty seven
thousand seven hundred thirty one) shares of Common Stock outstanding as of
October 12,1999. As a result of the disposition of stock by the Reporting
Persons between October 21, 1999 and October 22, 1999, the Reporting Persons
beneficially own 561,142 (five hundred sixty one thousand one hundred forty two)
shares, constituting 7.85% of the Issuer's total outstanding Common Stock. The
Reporting Persons have shared power to vote and shared power to dispose of the
561,142 shares of Common Stock.
Shares of Common Stock disposed of in the past sixty days are listed below:
Shares Sold Price Per Share Date of Sale
10,000 $1.125 10/21/99
84,900 $1.125 10/22/99
Except as set forth in this Statement, neither the Reporting Persons, nor, to
the best of the Reporting Persons' knowledge, any executive officer or
director of the Reporting Persons beneficially owns any Common Stock or has
engaged in any transaction in any such shares during the sixty day period
immediately preceding the date hereof.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
No contracts exist with respect to the securities of the Issuer.
Item 7. Materials to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement dated October 28, 1999 among Protection One,
Investments, Inc., Protection One, Inc., Westar Capital, Inc., and
Western Resources, Inc.
SIGNATURES
After reasonable 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.
WESTERN RESOURCES, INC.
By: /s/ Richard D. Terrill
Richard D. Terrill
Executive Vice President, General Counsel
and Corporate Secretary
After reasonable 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.
WESTAR CAPITAL, INC.
By: /s/ Cynthia S. Couch
Cynthia S. Couch
Secretary and Treasurer
After reasonable 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.
PROTECTION ONE, INC.
By: /s/ Anthony D. Somma
Anthony D. Somma
Chief Financial Officer, Secretary and Treasurer
After reasonable 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.
PROTECTION ONE INVESTMENTS, INC.
By: /s/ Anthony D. Somma
Anthony D. Somma
Secretary and Treasurer
Dated: October 28, 1999
EXHIBIT A
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a statement on Schedule 13D (including amendments thereto)
with respect to the shares of Common Stock, par value $.008 per share, of
Response USA, Inc., a Delaware corporation, and further agree that this Joint
Filing Agreement be included as an exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing
Agreement as of the 28th day of October, 1999.
WESTERN RESOURCES, INC.
By: /s/ Richard D. Terrill Date: October 28, 1999
Richard D. Terrill
Executive Vice President, General Counsel and
Corporate Secretary
WESTAR CAPITAL, INC.
By: /s/ Cynthia S. Couch Date: October 28, 1999
Cynthia S. Couch
Secretary and Treasurer
PROTECTION ONE, INC.
By: /s/ Anthony D. Somma Date: October 28, 1999
Anthony D. Somma
Chief Financial Officer, Secretary and Treasurer
PROTECTION ONE INVESTMENTS, INC.
By: /s/ Anthony D. Somma Date: October 28, 1999
Anthony D. Somma
Secretary and Treasurer