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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
GUARDIAN INTERNATIONAL, INC.
(Name of Issuer)
Class A Voting Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
401376 10 8
(CUSIP Number)
Rita A. Sharpe
President
Westar Capital, Inc.
818 Kansas Avenue
Topeka, Kansas 66612
(785) 575-8020
Copies to:
John K. Rosenberg, Esq.
818 Kansas Avenue
Topeka, Kansas 66612
(785) 575-6535
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 24, 1997
(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 [ ].
CUSIP NO. 401376 10 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westar Capital, Inc; 48-1092416
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
7. SOLE VOTING POWER
NUMBER OF 4,760,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 4,760,000
WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,760,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.8%
14. TYPE OF REPORTING PERSON
CO
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended, Westar
Capital, Inc., a Kansas corporation (the "Reporting Person"), hereby amends
and supplements its Statement on Schedule 13D originally filed by the
Reporting Person on October 24, 1997, (the "Statement"), with respect to the
Class A Voting Common Stock, par value $.001 per share (the "Shares") of
Guardian International, Inc. (the "Issuer"). Unless otherwise indicated, each
capitalized term used but not defined herein shall have the meaning assigned
to such term in the Statement.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price (excluding commissions) for the 79,700
Shares and 1,875,000 shares of Series A 9 3/4% Convertible Cumulative
Preferred Stock (the "Preferred Stock") purchased by the Reporting Person
since the filing of the Statement was $3,895,689.50. Such Shares were
acquired with general capital funds of the Reporting Person.
Item 4. PURPOSE OF THE TRANSACTION.
In order to purchase Shares at what the Reporting Person considered
to be favorable market prices, the Reporting Person decided to purchase 79,700
Shares in open market transactions, as more fully set forth in Item 5 below.
On November 24, 1997, the Reporting Person acquired upon exercise of options
1,875,000 shares of Preferred Stock. The Preferred Stock is convertible into
Shares on a one-for-one basis at the election of the Reporting Person. On
November 24, 1997, the Reporting Person transferred all of the Shares and the
Preferred Stock reported in the Statement to Protection One, Inc., a Delaware
corporation ("Protection One") and assigned all of its rights under the Stock
Subscription Agreement, Shareholder Agreement and Registration Rights
Agreement to Protection One in connection with the contribution by Western
Resources, Inc., a Kansas corporation and the direct parent of the Reporting
Person, of its security businesses to Protection One and the issuance by
Protection One of approximately 82% of its common stock, on a fully diluted
basis, to the Reporting Person (together, the "Protection One Transaction").
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby deleted in its entirety and restated as follows:
(a) According to the Issuer's Report on Form 10-Q for the period
ending September 30, 1997, there were 8,996,804 Shares issued and outstanding
as of November 14, 1997. The Reporting Person beneficially owns (within the
meaning of Rule 13d-3) 4,760,000 Shares, constituting approximately 43.8% of
the above-noted total amount of issued and outstanding Shares (and assuming
that the 1,875,000 Shares into which the Preferred Stock is convertible are
outstanding).
(b) As a result of the consummation of the Protection One
Transaction, the sole power to vote or direct the vote of the Shares was
transferred to Protection One, of which the Reporting Person now owns
approximately 82% of the common stock on a fully diluted basis.
(c) Since the filing of the Statement, the Reporting Person acquired
79,700 Shares in open market transactions, and exercised options for 1,875,000
shares of Preferred Stock issued directly by the Issuer. Set forth below is a
table identifying and describing such open-market purchases of Shares:
Shares Price per Share Date of
Purchased Purchase
- ------------------------------------------------------------------------------
40,000 1.781 11/18/97
24,700 1.875 11/19/97
15,000 1.875 11/20/97
The Shares and the Preferred Stock described in the Statement were
transferred to Protection One on November 24, 1997, in connection with the
consummation of the Protection One Transaction.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
No material change.
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.
WESTAR CAPITAL, INC.
By: /s/ Marilyn Dalton
Name: Marilyn Dalton
Title: Secretary and Treasurer
Dated: November 25, 1997