Exhibit 99.1
Wednesday March 1, 9:06 AM Eastern Time
PROTECTION ONE ANNOUNCES SALE OF EUROPEAN OPERATIONS, AMENDMENT TO CREDIT
FACILITY
TOPEKA, Kan. and CULVER CITY, Calif.--(BUSINESS WIRE)--March 1, 2000--
Protection One (NYSE:POI) and Westar Capital, an unregulated subsidiary of
Western Resources (NYSE:WR), announced today that Westar Capital has purchased
the Continental European (CET) and United Kingdom operations, collectively the
"European operations," and certain other assets of Protection One for $244
million.
Under the agreement, Westar Capital paid approximately $183 million in cash and
transferred to Protection One debt securities with a market value of
approximately $61 million. Cash proceeds from the transaction were used to
reduce the outstanding balance owed to Westar Capital on Protection One 's
revolving credit facility.
In addition, the companies finalized an amendment to the credit facility for
Protection One which reduced the facility to $115 million, down from the
original amount of $250 million, with a maturity date of January 2, 2001. For
approved acquisitions, an additional $40 million could be made available under
the facility. As a result of the transaction, Protection One has approximately
$60 million currently drawn under the facility. As of the closing, Western
Resources and its subsidiaries own no Protection One debt securities outside of
the credit facility.
Under the agreement, Westar Capital purchased the European operations, as well
as other miscellaneous Protection One investments. The purchase of the European
operations includes a provision under which Westar Capital is obligated to pay
to Protection One a portion of net gain, if any, on a subsequent sale of the
businesses on a declining basis over the four years following the agreement.
The assets purchased have a book value of approximately $230 million and EBITDA
for the nine-months ended September 30, 1999 of approximately $36 million. The
acquisition by Westar Capital included certain debt obligations of the European
operations in the amount of approximately $60 million as of the closing date.
The transaction and the amendment to the credit facility were negotiated by a
special committee of the Protection One board and approved by the independent
members of the Protection One board. Warburg Dillon Read, LLC acted as an
advisor in delivering a fairness opinion to the special committee with regard to
the sale of the European operations.
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 approximately 1.6 million security customers in North
America and Europe.
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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
approximately 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, 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 Dec. 27, 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.
Contact:
Western Resources
Michel' Philipp, 785/575-1927 (Media) fax - 785/575-6399 or
Jim Martin, 785/575-6549 (Investors) fax - 785/575-8160
or Protection One
Robin Lampe, 785/575-6468 (Media) fax - 785.575.6511
robin_lampe@wr.com
or
Craig Weingartner, 785/575-8178 (Investors) fax - 785/575-6511
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