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.
Page 12 of 12
