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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. 1
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)
September 14, 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 758,542
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 758,542
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 758,542
12. CHECK BOX IS THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 9.41%
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 758,542
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 758,542
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 758,542
12. CHECK BOX IS THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 9.41%
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 758,542
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 758,542
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 758,542
12. CHECK BOX IS THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 9.41%
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 758,542
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 758,542
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 758,542
12. CHECK BOX IS THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 9.41%
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.
This statement is filed on behalf of Protection One Investments, Inc., a
Delaware corporation, Protection One, Inc., a Delaware corporation, Westar
Capital, Inc., a Kansas corporation, and Western Resources, Inc., a Kansas
corporation (collectively referred to herein as the "Reporting Persons"). The
Reporting Persons are affiliated companies and have entered into a Joint
Filing Agreement which is attached hereto as Exhibit A.
Protection One Investments, Inc., the entity which holds the shares of Issuer,
is engaged in the business of holding investments. It acquired the shares
from an affiliated company, Westar Security, Inc., on December 7, 1998.
Protection One Investments, Inc. is a wholly owned subsidiary of Protection
One, Inc. Westar Security was an indirect wholly owned subsidiary of
Protection One, Inc. which merged into another wholly owned subsidiary of
Protection One, Inc. The principal executive offices of Protection One
Investments, Inc. are located at 600 Corporate Pointe, 12th Floor, Culver
City, California 90230.
Protection One, Inc. is a holding company engaged through its direct and
indirect wholly owned subsidiaries in the business of providing security alarm
monitoring services and the sale, installation, and servicing of security
alarm systems for residential and business subscribers. More than 80% of the
voting stock of Protection One, Inc. is held by Westar Capital, Inc. The
principal executive offices of Protection One, Inc. are located 600 Corporate
Pointe, 12th Floor, Culver City, California 90230.
Westar Capital, Inc. is a holding company that has investments in the energy-
related and monitored security industries, and is a wholly owned subsidiary of
Western Resources, Inc. The principal executive offices of Westar Capital,
Inc. are located at 818 South Kansas Avenue, Topeka, Kansas 66612.
Western Resources, Inc. is engaged in the production, purchase, transmission,
distribution and sale of electricity, and, through its direct and indirect
subsidiaries and investments, the delivery and sale of natural gas, energy-
related products, and the provision of electronically monitored security
services. The principal executive offices of Western Resources, Inc. are
located at 818 South Kansas Avenue, Topeka, Kansas 66612.
Each director and each executive officer of each of the Reporting Persons is,
to the knowledge of the Reporting Persons, a citizen of the United States of
America. The name, business address, present principal occupation or
employment (including the name and principal business address of any
corporation or other organization in which such employment is conducted) of
each director and executive officer of each of the Reporting Persons are set
forth in Exhibit B to this Amendment No. 1 to Schedule 13D, and which is
incorporated herein by reference.
During the last five years, none of the Reporting Persons, nor, to the
knowledge of the Reporting Persons, any of their respective directors or
executive officers have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which any of the Reporting Persons or such director or executive
officer was or is subject to a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws, or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
The Reporting Persons sold 180,000 shares of Common Stock of Issuer between
the period of August 23, 1999 and September 14, 1999.
Item 5. Interest in Securities of Issuer.
Based upon the Issuer's quarterly report for its fiscal quarter ended March
31, 1999 filed on Form 10-Q with the Securities and Exchange Commission on May
17, 1999, the Issuer had a total of 8,057,985 (eight million fifty seven
thousand nine hundred eighty five) shares of Common Stock outstanding as of
May 12,1999. As a result of the disposition of stock by the Reporting Persons
between August 23, 1999 and September 14, 1999, the Reporting Persons
beneficially own 758,542 (seven hundred fifty eight thousand five hundred
forty two) shares, constituting 9.41% of the Issuer's total outstanding Common
Stock. The Reporting Persons have shared power to vote and shared power to
dispose of the 758,542 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
1,900 $1.125 08/23/99
7,000 $1.125 08/24/99
600 $1.125 08/26/99
10,500 $1.125 08/31/99
60,000 $1.000 09/08/99
70,000 $1.0094 09/13/99
30,000 $1.001 09/14/99
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 September 29, 1999 among
Protection One, Investments, Inc., Protection One, Inc., Westar Capital, Inc.,
and Western Resources, Inc.
Exhibit B: List of Executive Officers and Directors of the Reporting
Persons.
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: September 29, 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 29th day of September, 1999.
WESTERN RESOURCES, INC.
By: /s/ Richard D. Terrill Date: September 29, 1999
Richard D. Terrill
Executive Vice President, General Counsel and
Corporate Secretary
WESTAR CAPITAL, INC.
By: /s/ Cynthia S. Couch Date: September 29, 1999
Cynthia S. Couch
Secretary and Treasurer
PROTECTION ONE, INC.
By: /s/ Anthony D. Somma Date: September 29, 1999
Anthony D. Somma
Chief Financial Officer, Secretary and Treasurer
PROTECTION ONE INVESTMENTS, INC.
By: /s/ Anthony D. Somma Date: September 29, 1999
Anthony D. Somma
Secretary and Treasurer
EXHIBIT B
Executive Officers and Directors of Western Resources, Inc.,
Westar Capital, Inc., Protection One, Inc., and
Protection One Investments, Inc.
WESTERN RESOURCES, INC. - EXECUTIVE OFFICERS:
David C. Wittig, Chairman of the Board, President and Chief Executive Officer,
818 South Kansas Avenue, Topeka, Kansas 66612
Thomas L. Grennan, Executive Vice President, Electric Operations, 818 South
Kansas Avenue, Topeka, Kansas 66612
Carl M. Koupal, Jr., Executive Vice President, Chief Administrative Officer,
818 South Kansas Avenue, Topeka, Kansas 66612
Douglas T. Lake, Executive Vice President, Chief Strategic Officer, 818 South
Kansas Avenue, Topeka, Kansas 66612
William B. Moore, Executive Vice President, Chief Financial Officer, 818 South
Kansas Avenue, Topeka, Kansas 66612
Richard D. Terrill, Executive Vice President, General Counsel and Corporate
Secretary, 818 South Kansas Avenue, Topeka, Kansas 66612
WESTERN RESOURCES, INC. - DIRECTORS:
David C. Wittig, Chairman of the Board, President and Chief Executive Officer,
Western Resources, Inc., 818 South Kansas Avenue, Topeka, Kansas 66612
Frank J. Becker, President, Becker Investments, Inc., 4840 West 15th, Suite
1011, Lawrence, Kansas 66049
Thomas R. Clevenger, 818 South Kansas Avenue, Topeka, Kansas 66612
John C. Dicus, Chairman of the Board and Chief Executive Officer, Capitol
Federal Savings Bank MHC, 700 South Kansas Avenue, Topeka, Kansas 66603
David H. Hughes, 818 South Kansas Avenue, Topeka, Kansas 66612
Russell W. Meyer, Chairman and Chief Executive Officer, Cessna Aircraft
Company, One Cessna Blvd., Wichita, Kansas 67215
Jane Dresner Sadaka, 818 South Kansas Avenue, Topeka, Kansas 66612
Louis W. Smith, President and Chief Financial Officer, Ewing Marion Kauffmann
Foundation, 4900 Oak, Kansas City, Missouri 64112
WESTAR CAPITAL, INC. - EXECUTIVE OFFICERS:
Leroy P. Wages, President and Chief Executive Officer, 818 South Kansas
Avenue, Topeka, Kansas 66612
Cynthia S. Couch, Secretary and Treasurer, 818 South Kansas Avenue, Topeka,
Kansas 66612
WESTAR CAPITAL, INC. - DIRECTORS:
Carl M. Koupal, Jr., Executive Vice President, Chief Administrative Officer,
Western Resources, Inc., 818 South Kansas Avenue, Topeka, Kansas 66612
Douglas T. Lake, Executive Vice President, Chief Strategic Officer, Western
Resources, Inc., 818 South Kansas Avenue, Topeka, Kansas 66612
Leroy P. Wages, Controller, Western Resources, Inc., 818 South Kansas Avenue,
Topeka, Kansas 66612
PROTECTION ONE, INC. - EXECUTIVE OFFICERS:
John E. Mack, III, Chief Executive Officer, 600 Corporate Pointe, 12th Floor,
Culver City, California 90230.
Annette M. Beck, President and Chief Operating Officer, 818 South Kansas
Avenue, Topeka, Kansas 66612
Anthony D. Somma, Chief Financial Officer, Secretary and Treasurer, 818 South
Kansas Avenue, Topeka, Kansas 66612
PROTECTION ONE, INC. - DIRECTORS:
Charles Q. Chandler, IV, President and Director, Intrust Financial
Corporation, 105 N. Main Street, Wichita, KS 67202
Howard A. Christensen, President and Chief Executive Officer, Christensen &
Associates, One McCormick Place, 9735 N. 90th Place, Suite 200, Scottsdale, AZ
85258-5061
Maria de Lourdes Duke, President, Fundacion Amistad and Senior Vice President,
The Harbor for Boys and Girls, 1 East 104th Street, New York, NY 10029-4495
Ben M. Enis, 600 Corporate Pointe, 12th Floor, Culver City, California 90230
Carl M. Koupal, Jr., Executive Vice President, Chief Administrative Officer,
Western Resources, Inc., 818 South Kansas Avenue, Topeka, Kansas 66612
Douglas T. Lake, Executive Vice President, Chief Strategic Officer, Western
Resources, Inc., 818 South Kansas Avenue, Topeka, Kansas 66612
John E. Mack, III, Chief Executive Officer, Protection One, Inc., 600
Corporate Pointe, 12th Floor, Culver City, California 90230
John C. Nettels, Jr., Partner, Morrison & Hecker, L.L.P., 150 N. Main Street,
Suite 600, Wichita, Kansas 67202-1320
Anthony D. Somma, Chief Financial Officer, Secretary and Treasurer, Protection
One, Inc., 818 South Kansas Avenue, Topeka, Kansas 66612
James Q. Wilson, 600 Corporate Pointe, 12th Floor, Culver City, California
90230
PROTECTION ONE INVESTMENTS, INC. - EXECUTIVE OFFICERS:
John E. Mack, III, President, 600 Corporate Pointe, 12th Floor, Culver City,
California 90230.
Annette M. Beck, Vice President, 818 South Kansas Avenue, Topeka, Kansas 66612
Anthony D. Somma, Secretary and Treasurer, 818 South Kansas Avenue, Topeka,
Kansas 66612
PROTECTION ONE INVESTMENTS, INC. - DIRECTORS:
Craig Liening, Senior Manager Corporate Strategy, Protection One, Inc., 818
South Kansas Avenue, Topeka, Kansas 66612
John E. Mack, III, Chief Executive Officer, Protection One, Inc., 600
Corporate Pointe, 12th Floor, Culver City, California 90230.
Anthony D. Somma, Chief Financial Officer, Secretary and Treasurer, Protection
One Inc., 818 South Kansas Avenue, Topeka, Kansas 66612