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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) December 3, 1999
(December 2, 1999)
WESTERN RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
KANSAS 1-3523 48-0290150
(State or Other Jurisdiction of (Commission (Employer
Incorporation or Organization) File Number) Identification No.)
818 KANSAS AVENUE, TOPEKA, KANSAS 66612
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number Including Area Code (785) 575-6300
WESTERN RESOURCES, INC.
Item 5. Other Events
On December 2, 1999 Western Resources, Inc. and Protection One, Inc.
announced Protection One receives extension on bank waiver.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Press release dated as of December 2, 1999 issued by
Western Resources, Inc. and Protection One, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Western Resources, Inc.
Date December 3, 1999 By /s/ William B. Moore
William B. Moore, Executive Vice
President, Chief Financial
Officer and Treasurer
Date December 3, 1999 By /s/ Leroy P. Wages
Leroy P. Wages, Controller
EXHIBIT INDEX
Exhibit Number Description of Exhibit
99.1 Press release dated as of
December 2, 1999 issued by
Western Resources, Inc. and
Protection One, Inc.
Exhibit 99.1
Western Resources: Protection One:
Media contact: Media contact:
Michel' Philipp Robin J. Lampe
Phone: 785.575.1927 Phone: 785.575.6468
News@wstnres.com
Investor contact: Investor contact:
Jim Martin Adam M. Goldston
Phone: 785.575.6549 Phone: 310.258.6502
PROTECTION ONE RECEIVES EXTENSION ON BANK WAIVER
TOPEKA, Kansas, and CULVER CITY, California, Dec. 2, 1999 - Protection
One (NYSE:POI) today announced it has received from the lenders under its
revolving credit facility an extension of the covenant waiver until December
17.
As of December 2, 1999, the company had approximately $235 million
utilized under the $250 million facility.
Westar Capital, an unregulated subsidiary of Western Resources
(NYSE:WR), is negotiating with the banks to assume the lenders' obligations
under Protection One's revolving credit facility.
Westar Capital and Protection One also are negotiating the terms and
conditions of further waivers or amendments to the credit facility.
Negotiations include increased costs of borrowing, changes to financial
covenants and reduction in maturity of the facility to March 31, 2000. Westar
Capital has further advised Protection One that it does not intend to provide
credit to Protection One beyond that date. Westar Capital previously provided
a similar credit facility for Protection One.
Westar Capital has indicated that such waivers or amendments are
contingent upon Protection One selling its Continental Europe operations (CET)
to Westar Capital. Westar Capital has proposed a purchase price of
approximately $140 million for CET in cash and other consideration. Under the
proposal, one-half of the proceeds would be used to reduce the credit
facility. Negotiations further include an option for Protection One to buy
back CET.
Further, Protection One continues to examine other options including
selling assets to reduce debt and refinancing the credit facility. For
further discussion of Protection One's credit facility, see its quarterly
report on Form 10-Q for the quarter ended September 30, 1999.
Protection One has established an independent committee of its Board to
consider Westar Capital's proposal and to negotiate the terms of any such
transaction.
Western Resources owns approximately 85 percent of Protection One, which
provides monitoring and related security services to more than 1.6 million
residential and commercial subscribers in North America and Europe.
Protection One's Continental Europe operations, which were originally
acquired in August 1998, include main offices in Paris and Vitrolles, France,
and branch offices in Germany, Switzerland, Belgium and The Netherlands.
Western Resources (NYSE: WR) is a consumer services company with
interests in monitored services and energy. The company has total assets of
more than $8 billion, including security company holdings through ownership of
Protection One (NYSE: POI), which has more than 1.6 million security customers
in North America and Europe. Its utilities, KPL and KGE, provide electric
service to approximately 614,000 customers in Kansas. Through its ownership in
ONEOK Inc. (NYSE: OKE), 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 1.4 million customers. For more
information about Western Resources and its operating companies, visit us on
the Internet at http://www.wr.com.
Protection One, one of the leading residential security alarm companies
in the United States, provides monitoring and related security services to
more than 1.6 million residential and commercial subscribers in North America
and Europe.
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 the consummation of
the possible asset sale and credit facility described in this press release,
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 and Protection One's 1998 Annual Report on
Form 10-K and 10K/A, quarterly reports on Forms 10-Q and current reports on
Form 8K for further discussion of factors affecting the company's and
Protection One's performance. Western Resources disclaims any obligation to
update any forward-looking statements as a result of developments occurring
after the date of this news release. Other risks and uncertainties are
described in Protection One's 1998 Form 10-K/A filed with the Securities and
Exchange Commission on June 2, 1999, and quarterly reports on Form 10-Q filed
on May 17, 1999, August 16, 1999 and November 12, 1999. Protection One
disclaims any obligation to update any forward-looking statements as a result
of developments occurring after the date of this press release.