-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OvJVPPRK8w3lwc3sKcdEmrQRBYMBTwO9uUSGeVU68Q1GdP07VERNoxOsQezHRvBP TNkocZofKCkzGCMFGgXyfg== 0000950134-98-004297.txt : 19980515 0000950134-98-004297.hdr.sgml : 19980515 ACCESSION NUMBER: 0000950134-98-004297 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980514 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROTECTION ONE INC CENTRAL INDEX KEY: 0000916230 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 931063818 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-24780 FILM NUMBER: 98619561 BUSINESS ADDRESS: STREET 1: 6011 BRISTOL PKWY CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: 3103386930 MAIL ADDRESS: STREET 1: 3900 SW MURRAY BLVD CITY: BEAVERTON STATE: OR ZIP: 97005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROTECTION ONE ALARM MONITORING INC CENTRAL INDEX KEY: 0000916310 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 931065479 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-12181 FILM NUMBER: 98619562 BUSINESS ADDRESS: STREET 1: 6011 BRISTOL PKWY CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: 3103386930 MAIL ADDRESS: STREET 1: 3900 SW MURRAY BLVD CITY: BEAVERTON STATE: OR ZIP: 97005 10-Q 1 FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ 0-24780 33-73002-01 (Commission File Number) (Commission File Number) PROTECTION ONE, INC. PROTECTION ONE ALARM MONITORING, INC. (EXACT NAME OF REGISTRANT (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) AS SPECIFIED IN ITS CHARTER) Delaware Delaware (State or Other Jurisdiction (State or Other Jurisdiction of Incorporation or Organization) of Incorporation or Organization) 93-1063818 93-1064579 (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) 6011 Bristol Parkway, 6011 Bristol Parkway, Culver City, California 90230 Culver City, California 90230 (Address of Principal Executive Offices, Address of Principal Executive Offices, Including Zip Code) Including Zip Code) (310) 342-6300 (310) 342-6300 (Registrant's Telephone Number, (Registrant's Telephone Number, Including Area Code) Including Area Code) Indicate by check mark whether each of the registrants (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that such registrants were required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of May 8, 1998, Protection One, Inc. had outstanding 83,831,678 shares of Common Stock, par value $0.01 per share. As of such date, Protection One Alarm Monitoring, Inc. had outstanding 110 shares of Common Stock, par value $0.10 per share, all of which shares were owned by Protection One, Inc. Protection One Alarm Monitoring, Inc. meets the conditions set forth in General Instructions H(1)(a) and (b) for Form 10-Q and is therefore filing this form with the reduced disclosure format set forth therein. 2 PART I ITEM 1. FINANCIAL STATEMENTS PROTECTION ONE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollar amounts in thousands, except for share amounts)
MARCH 31, DECEMBER 31, 1998 1997 ------------ ------------ (UNAUDITED) ASSETS Current assets: Cash and cash equivalents ...................................... $ 11,876 $ 75,556 Marketable securities .......................................... 7,221 5,701 Receivables, net ............................................... 29,254 20,302 Inventories .................................................... 3,555 556 Prepaid expenses ............................................... 556 367 Deferred tax assets, current ................................... 45,078 45,078 Other .......................................................... 35,383 28,320 ------------ ------------ Total current assets ...................................... 132,923 175,880 Property and equipment, net .......................................... 18,187 14,934 Subscriber accounts and intangibles, net ............................. 737,316 538,318 Goodwill and trademarks, net ......................................... 1,053,136 682,180 Deferred tax assets .................................................. 29,568 26,158 Other ................................................................ 13,408 9,174 ------------ ------------ $ 1,984,538 $ 1,446,644 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable ............................................... $ 7,109 $ 6,235 Accrued liabilities ............................................ 110,062 83,200 Purchase holdbacks ............................................. 48,136 11,444 Acquisition transition costs ................................... 15,529 7,469 Current portion of long-term debt .............................. 8,800 21,217 Borrowing from parent ......................................... 458,886 -- Capital leases ................................................. 574 490 Customer deposits .............................................. 790 -- Deferred revenue ............................................... 42,292 33,900 ------------ ------------ Total current liabilities ................................. 692,178 163,955 Long-term debt, net of current portion ............................... 337,444 337,159 Capital leases, net of current portion ............................... 402 604 Deferred tax liability ............................................... 10,788 10,325 Other ................................................................ 3,173 626 Commitments and contingencies ( See Note 7) Stockholders' equity: Preferred stock, $.10 par value, 5,000,000 authorized, none outstanding ...................................................... -- -- Common Stock, $.01 par value, 150,000,000 shares authorized, 83,800,808 and 83,362,938 shares issued and outstanding, respectively ...................................................... 838 834 Additional paid-in capital ........................................ 988,464 983,082 Accumulated deficit .............................................. (48,749) (49,941) ------------ ------------ Total stockholders' equity ................................ 940,553 933,975 ------------ ------------ $ 1,984,538 $ 1,446,644 ============ ============
The accompanying notes are an integral part of these consolidated financial statements. 2 3 PROTECTION ONE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Dollar amounts in thousands, except for per share amounts)
THREE MONTHS ENDED MARCH 31, ------------------------------ 1998 1997 ------------ ------------ (UNAUDITED) Revenues: Monitoring and related services ...................... $ 70,774 $ 28,184 Installation and other ............................... 6,021 4,392 ------------ ------------ Total revenues .................................. 76,795 32,576 Cost of revenues: Monitoring and related services ...................... 20,073 7,653 Installation and other ............................... 3,920 942 ------------ ------------ Total cost of revenues .......................... 23,993 8,595 ------------ ------------ Gross profit .................................... 52,802 23,981 Selling, general and administrative expense ................ 19,435 14,996 Acquisition and transition expenses ........................ 2,044 -- Amortization of intangibles and depreciation expense ....... 21,429 7,850 ------------ ------------ Operating income ................................ 9,894 1,135 Other income/expense: Interest expense, net ................................ 6,555 8,087 Interest expense to parent, net ...................... 4,580 -- Other ................................................ (3,229) 163 ------------ ------------ Income (loss) before income taxes .......... 1,988 (7,115) Income tax (expense) benefit ............................... (795) 2,846 ------------ ------------ Net income (loss) .................................... $ 1,193 $ (4,269) ============ ============ Net income (loss) per common share ................... $ 0.01 $ (0.06) ============ ============ Weighted average shares .............................. 83,460 68,673
The accompanying notes are an integral part of these consolidated financial statements. 3 4 PROTECTION ONE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (dollar amounts in thousands)
THREE MONTHS ENDED MARCH 31, ------------------------------ 1998 1997 ------------ ------------ (UNAUDITED) Cash flow from operating activities: Net income (loss) .................................................... $ 1,193 $ (4,269) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Amortization and depreciation .................................... 21,429 8,382 Accretion of discount note interest .............................. 3,111 -- Deferred income taxes ............................................ 1,196 -- Provision for doubtful accounts .................................. 562 521 Changes in assets and liabilities, net of effects of acquisitions: Receivables ...................................................... (4,162) 3,512 Inventories ...................................................... (574) (707) Prepaid expenses and deposits .................................... (802) 215 Accounts payable ................................................. (2,776) (163) Accrued liabilities .............................................. 1,382 (2,682) Deferred revenue ................................................. (422) (627) Other liabilities................................................. 1,911 -- ------------ ------------ Net cash provided by operating activities ................... 22,048 4,182 ------------ ------------ Cash flows from investing activities: Purchase/Placement of Installed Security Systems ................. (64,703) (3,356) Purchases of property and equipment .............................. (3,896) (352) Purchase of marketable securities ................................ (1,519) -- Purchase of Comsec ............................................... (64,670) -- Purchase of Multimedia ........................................... (209,360) -- Investment in Guardian ........................................... (4,040) -- ------------ ------------ Net cash used in investing activities .................. (348,188) (3,708) ------------ ------------ Cash flows from financing activities: Payments on long-term debt ....................................... (15,243) (897) Funding from Parent .............................................. 277,198 1,501 Stock options and warrants exercised ............................. 505 -- ------------ ------------ Net cash provided by financing activities ................... 262,460 604 ------------ ------------ Net (decrease) increase in cash and cash equivalents ........ (63,680) 1,078 Cash and cash equivalents: Beginning of period .............................................. 75,556 262 ------------ ------------ End of period .................................................... $ 11,876 $ 1,340 ============ ============ Interest paid during the period ...................................... $ 3,181 $ -- ============ ============ Taxes paid during the period ......................................... $ -- $ -- ============ ============
The accompanying notes are an integral part of these consolidated financial statements. 4 5 PROTECTION ONE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1. BASIS OF CONSOLIDATION AND INTERIM FINANCIAL INFORMATION: Protection One, Inc., a Delaware corporation (Protection One or the Company) is principally engaged in the business of providing security alarm monitoring services, which include sales, installation and related servicing of security alarm systems for residential and small business subscribers in the United States. The accompanying unaudited consolidated financial statements include the accounts of Protection One and its wholly owned subsidiaries. As a result of the November 24, 1997 reverse purchase merger (the "Combination") between Protection One and the former Western Resources Security Business (WRSB), the historical operating results presented for the quarter ended March 31, 1997 are those of WRSB. As of March 31, 1998, Protection One is an 82.2% owned subsidiary of Westar Capital, Inc. (Westar Capital), a wholly owned subsidiary of Western Resources, Inc. (WRI). The Company's unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q. Accordingly, certain information and footnote disclosures normally included in financial statements presented in accordance with generally accepted accounting principles have been condensed or omitted. These financial statements should be read in conjunction with audited financial statements and notes thereto for the year ended December 31, 1997 included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 1998. In the opinion of management of the Company, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation, have been included. The results of operations for the three month period ended March 31, 1998 are not necessarily indicative of the results to be expected for the full year. 2. PROPERTY AND EQUIPMENT: Property and equipment are summarized as follows:
MARCH 31, 1998 DECEMBER 31, 1997 -------------- ----------------- Office equipment $ 8,313 $ 5,690 Furniture and fixtures 4,596 4,009 Data processing and telecommunication 5,931 4,634 Other 3,599 3,777 -------------- ----------------- 22,439 18,110 Less accumulated depreciation and amortization 4,252 3,176 -------------- ----------------- $ 18,187 $ 14,934 ============== =================
Included in furniture and fixtures at March 31, 1998 and December 31, 1997, are $980 and $452, respectively, of assets under capital leases. Virtually all property and equipment are depreciated over estimated useful lives ranging from five to ten years. 3. SUBSCRIBER ACCOUNTS: Subscriber accounts (at cost) consist of the following:
MARCH 31, 1998 DECEMBER 31, 1997 -------------- ----------------- Acquired subscriber accounts $ 781,812 $ 566,811 Less accumulated amortization 44,496 28,493 -------------- ----------------- $ 737,316 $ 538,318 ============== =================
5 6 Reconciliation of activity for acquired subscriber accounts is as follows:
QUARTER ENDED YEAR ENDED MARCH 31, 1998 DECEMBER 31, 1997 -------------- ----------------- Balance, beginning of period $ 566,811 $ 270,038 Acquisition of subscriber accounts 216,101 296,822 Charges against acquisition holdbacks (1,100) (49) -------------- ----------------- Balance, end of period $ 781,812 $ 566,811 ============== =================
In conjunction with certain purchases of subscriber accounts, the Company withholds a portion of the purchase price as a reserve to offset qualifying attrition of the acquired subscriber accounts for a specified period as provided for in the purchase agreements, and as a reserve for purchase price settlements of assets acquired and liabilities assumed. As of March 31, 1998 and December 31, 1997, purchase holdbacks were $48,136 and $11,444 respectively. 4. FINANCING: LONG TERM FINANCING: Long-term debt is comprised of the following:
MARCH 31, 1998 DECEMBER 31, 1997 -------------- ----------------- Senior Subordinated Discount Notes $ 195,038 $ 191,926 Convertible Senior Subordinated notes 103,500 103,500 Samco Financing 47,706 62,950 Less current portion (8,800) (21,217) -------------- ----------------- $ 337,444 $ 337,159 ============== =================
Senior Subordinated Discount Notes The Senior Subordinated Discount Notes are unsecured subordinated obligations of the Company's wholly owned subsidiary, Protection One Alarm Monitoring, Inc. ("Monitoring") limited to $166 million aggregate principal amount at maturity, and will mature on June 30, 2005. In connection with the Combination, the notes were restated to fair market value for book purposes reflecting a current market yield of approximately 6.4%. This resulted in bond premium being recorded to reflect the increase in value of the notes as a result of the decline in interest rates since the note issuance. The revaluation has no impact on the expected cash flow to existing noteholders. Although for federal income tax purposes a significant amount of original issue discount, taxable as ordinary income, will be recognized by a holder as such discount accrues from the issue date, no interest will be payable prior to December 31, 1998. From and after June 30, 1998, cash interest on the notes will accrue at the rate of 13 5/8% per annum, payable in cash semiannually on June 30 and December 31, of each year, commencing December 31, 1998. Convertible Senior Subordinated Notes The Convertible Senior Subordinated Notes are unsecured subordinated obligations of Monitoring and rank equal to the Senior Subordinated Discount Notes. The Convertible Notes mature on September 15, 2003, and previously were convertible, at any time, into Common Stock at a price of $17.95 per share, subject to adjustment. Subsequent to the Combination, the Convertible Notes maintain a conversion price of approximately $11.19 per share. Interest on the Convertible Notes accrues at the rate of 6 3/4% per annum, payable in cash semiannually on March 15 and September 15 of each year, and commenced on March 15, 1997. The Convertible Notes are redeemable, at the Company's option, in whole or in part, at any time or from time to time, on or after September 19, 1999, and prior to maturity, upon not less than 30 days prior notice at certain specified redemption prices plus accrued and unpaid interest. Samco Financing Rights to certain of the Company's security alarm monitoring contracts (the "Contracts") were previously sold to investors by Westinghouse Security (a predecessor to the Company for accounting purposes). For financial reporting purposes, the transaction was treated as a financing arrangement and the proceeds received were recorded as long-term debt. Generally, principal and interest payments on the debt consist of 65% of the monitoring revenue under the contracts. Subject to minimum requirements, the Company has the right but not the obligation to repurchase the Contracts at a fair market value price. During February 1998, the Company exercised its rights and retired one of the three outstanding tranches at a purchase price of approximately $15.2 million. 6 7 SHORT TERM FINANCING: Revolving Credit Facility At December 31, 1997, Protection One had a $100 million revolving credit facility (the "Revolving Credit Facility") which was to mature in January 2000. Borrowings under the Revolving Credit Facility bear interest at the lesser of the bank's prime rate plus 1.00% or LIBOR plus 2.5%. Borrowings made under the Revolving Credit Facility were collateralized by substantially all of the Company's assets. The outstanding balance of the Revolving Credit Facility was paid on November 25, 1997, with proceeds from the Combination. The facility was terminated in February 1998. Borrowing from Parent As of March 31, 1998, Protection One had $458,886 in short-term debt payable to Westar Capital, which bears interest at 6 11/16% and is due June 1, 1998. The borrowings were composed of a $274,000 working capital loan, which was used for the purchase of Multimedia and Comsec (each as defined), as well as a $184,886 note, which was used for the purchase of Network (as defined). As of April 1, 1998, the Company entered into a $600 million senior credit facility with Westar Capital to refinance such promissory note and to replace a previous credit facility ("the "Senior Credit Facility.") 5. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARY: At March 31, 1998, Protection One owned common stock and preferred stock representing a 43% ownership in Guardian International, Inc. ("Guardian") at an aggregate cost of $13 million. Since Protection One does not exercise control over Guardian's operations, Protection One accounts for the investment under the equity method of accounting, recognizing the proportionate share of income or losses of Guardian. For the three months ended, March 31, 1998, Protection One's equity in the loss of Guardian was $95. For the three months ended March 31, 1998, Protection One received $135 of preferred dividends in the form of additional preferred stock. 6. MERGERS AND ACQUISITIONS: On February 4, 1998, Protection One announced its decision to exercise its option to purchase Network Multi-Family Security Corporation ("Network"), the leading provider of security alarm monitoring to multi-family dwellings with approximately 200,000 subscribers. Pursuant to the terms of the option, Protection One purchased Network, effective January 1, 1998, for a purchase price of approximately $180 million. On March 2, 1998, Protection One completed the acquisition of 147,000 subscribers and related assets of Multimedia Security Services, Inc. ("Multimedia") for a purchase price of approximately $233 million. On March 17, 1998, Protection One completed the acquisition of Comsec Narragansett Security, Inc. ("Comsec") for a cash purchase price of approximately $45 million and the assumption of $15 million of debt, which was paid off at closing. The Company funded these acquisitions with promissory note financing provided by Westar Capital. The following table shows the net cash paid for the above acquisitions:
Network Comsec Multi-Family Multimedia Total ------- ------------ ---------- -------- Assets acquired $92,092 $185,961 $270,254 $548,307 Liabilities assumed (26,443) (185,961) (60,894) (273,298) ------- -------- -------- -------- Cash paid 65,649 -- 209,360 275,009 Less: cash acquired (979) -- -- (979) ------- -------- -------- -------- Net cash paid $64,670 $ -- $209,360 $274,030 ======= ======== ======== ========
7 8 The following unaudited pro forma consolidated results of operations for the quarters ended March 31, 1998 and 1997, assume these material acquisitions occurred as of the beginning of the respective years:
PRO FORMA QUARTER ENDED MARCH 31, -------------------------- 1998 1997 ---------- ---------- Revenue $91,868 $88,745 Net loss before tax (1,269) (16,796) Per share (.02) (.24) Net loss (774) (10,246) Per share (.01) (.15)
The pro forma financial information is not necessarily indicative of the results of operations had the entities been combined for the entire period nor do they purport to be indicative of results which will be obtained in the future. The acquisitions have been accounted for under the purchase accounting method and asset and liabilities have been recorded as estimates of fair market values based on preliminary purchase price allocations. 7. COMMITMENTS AND CONTINGENCIES: The Company leases office facilities for lease terms maturing through 2012. Future minimum lease payments under noncancelable operating leases are as follows:
Years ending December 31, 1998 $ 6,592 1999 4,874 2000 3,452 2001 2,794 2002 2,504 Thereafter 6,438 ------- $26,654 =======
On January 8, 1997, Innovative Business Systems, Ltd. ("IBS") filed suit against Western Resources, Westinghouse Electric Corporation ("WEC"), Westinghouse Security Systems, Inc. ("WSS") and WestSec in Dallas County, Texas district court. (Cause No. 97-00184) alleging, among other things, breach of contract against WEC and interference with contract against Western Resources and WestSec in connection with the sale by WEC of the assets of WSS to Western Resources and WestSec. IBS claims that WEC improperly transferred software owned by IBS to Western Resources and WestSec and that Western Resources and WestSec are not entitled to its use. Western Resources and WestSec have demanded that WEC defend and indemnify them. WEC, Western Resources and WestSec have denied IBS' allegations and are vigorously defending them. Management does not believe the ultimate disposition of the matter will have a material adverse impact on the Company's overall financial condition or results of operations. The Company is a party to claims and matters of litigation incidental to the normal course of its business. The ultimate outcome of these matters cannot presently be determined; however, in the opinion of management of the Company, the resolution of these matters will not have a material adverse effect upon the Company's combined financial position or results of operations. 8. SUBSEQUENT EVENTS: On April 17, 1998, Protection One filed with the Securities and Exchange Commission a shelf registration on Form S-3 related to $400 million of equity and/or debt securities to be issued by the Company from time to time as determined by market conditions. 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless otherwise indicated or the context otherwise requires, reference to "Protection One" or "the Company" are to Protection One, Inc., a Delaware corporation, and its direct and indirect, wholly owned subsidiaries; "POI" means solely Protection One, Inc., excluding its subsidiaries; "Monitoring" means Protection One Alarm Monitoring, Inc., a direct, wholly owned subsidiary of Protection One, Inc.; "WestSec" means WestSec, Inc., a Kansas corporation and wholly owned subsidiary of Monitoring; "Westar" means Westar Security, Inc. a Kansas corporation and wholly owned subsidiary of POI. POI's sole assets are, and POI operates solely through, its investments in Monitoring and Westar and its other wholly owned subsidiaries. "Combination" means the transaction consummated on November 24, 1997 in which the Company combined with WestSec and Westar. Certain matters discussed in this Item 2 are "forward looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified as such because the context of statement includes such words as the Company or its management "believes," "expects," "anticipates" or other words of similar import. Similarly, statements herein that describe the Company's objectives, plans or goals are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Information with respect to these risks and uncertainties is included in POI's prospectus supplement dated May, 1998, which information is incorporated herein by reference. OVERVIEW Protection One is a leading provider of security alarm monitoring and related services in the United States, with approximately 1.2 million subscribers as of May 1998. The Company has grown rapidly by participating in both the expansion and the consolidation of the security alarm monitoring industry. Protection One's revenues consist primarily of recurring payments for monitoring and related services. Protection One monitors digital signals communicated by security systems installed at subscribers' premises. Security systems are designed to detect burglaries, fires and other events. Through a network of approximately 60 service branches, the Company provides repair of security systems and, in select markets, armed response to verify that an actual emergency, rather than a false alarm, has occurred. The Company provides its services to the residential, commercial and wholesale segments of the alarm monitoring market. The Company believes the residential segment, which represents in excess of 80% of its customer base, is the most attractive because of its growth prospects, gross margins and size. Of the Company's customer base, approximately 62% reside in single-family households and approximately 19% reside in multi-family complexes such as apartments and condominiums. Commercial subscribers represent 12% of the customer base and subscribers served by independent alarm dealers that subcontract monitoring services to the Company represent 7% of the customer base. Protection One intends to grow its presence in each of these key market segments, although the residential market remains the most important for the Company's growth strategy. THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997 GENERAL. Results for the three months ended March 31, 1998 (the "first quarter of 1998") reflect the operations of Protection One following the Combination and the 1998 Acquisitions (as defined), while results for the comparable period in 1997 reflect only the operations of Westar and WestSec. During the first quarter of 1998, the Company completed three significant acquisitions. Effective January 1, 1998, the Company acquired Network Multi-Family Security Corporation ("Network"), the largest provider of security alarm monitoring to multi-family dwellings with approximately 200,000 subscribers. On March 2, 1998, the Company acquired 147,000 subscribers and related assets of Multimedia Security Services, Inc ("Multimedia') and on March 17, 1998, the Company completed the acquisition of Comsec Narragansett Security, Inc. ("Comsec"), with its 30,000 subscribers. The acquisitions of Comsec, Multimedia and Network are referred to as the "1998 Acquisitions." As a result, in accordance with applicable purchase accounting rules, results for the first quarter of 1998 include the financial results of Network for the entire period, Multimedia since March 2, 1998 and Comsec since March 17, 1998. Increases in revenues and expense items discussed below are attributable to three factors, as appropriate: (i) changes in the financial results of Westar and WestSec; (ii) the Combination; and (iii) the 1998 Acquisitions. Discussion of results in future periods may not 9 10 include specific discussion of contributions from the 1998 Acquisitions or the Combination due to the integration of financial reporting. REVENUES for the first quarter of fiscal 1998 increased by approximately $44.2 million, or 135.7%, to $76.8 million from $32.6 million for the comparable period in 1997 (the "first quarter of fiscal 1997"). Monitoring and related services revenues increased by approximately $42.6 million, or 151.1%. Substantially all of the increase is due to the Combination and approximately 10% of such increase is due to the 1998 Acquisitions. Installation and other revenues increased by $1.6 million, or 37.1% to $6.0 million from $4.4 million, reflecting a decrease in Westar and WestSec installation revenues, offset by additional installation revenues from the 1998 Acquisitions. The decline in Westar and WestSec installation revenues reflects the Company's conversion of substantially all sales and installation activities previously conducted by an internal sales force to the Dealer Program. COST OF REVENUES for the first quarter of fiscal 1998 increased by approximately $15.4 million, or 179.1%, to $24.0 million from $8.6 million. Cost of revenues as a percentage of total revenue increased to 31.2% for the first quarter of fiscal 1998 from 26.4% for the comparable period in 1997. Monitoring and related services expenses increased by approximately $12.4 million, or 162.3%, primarily due to the Combination. Monitoring and related services expenses as a percentage of monitoring and related services revenues increased to 28.4% for the first quarter of fiscal 1998 from 27.2% in the comparable period in 1997, due to the addition of several service centers resulting from acquisition activity, as well as a decline in MRR per subscriber. The decline in MRR per subscriber reflects the addition of multi-family subscribers from Network, which subscribers carry an average MRR of approximately $10.00. Other cost of revenues increased by $3.0 million, or 316%, reflecting primarily additional installation activities from the 1998 Acquisitions. GROSS PROFIT for the first quarter of fiscal 1998 was approximately $52.8 million, representing an increase of $28.8 million, or 120.2%, over the $24.0 million of gross profit recognized in the comparable period in fiscal 1997. Such increase is primarily due to the Combination and the 1998 Acquisitions. Gross profit as a percentage of total revenues was 68.8% for the first quarter of fiscal 1998 compared to 73.6% for the comparable period in 1997. The decline in gross profit as a percentage of revenues is due to the cost of revenues factors noted above. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("S,G&A") rose to $19.4 million in the first quarter of fiscal 1998, an increase of approximately $4.4 million, or 29.6%, over S,G&A in the comparable period in 1997. Substantially all of the increase is due to the Combination and the 1998 Acquisitions. Such figure as a percentage of total revenues decreased from 46.0% in the first quarter of fiscal 1997 to 25.3% in the first quarter of fiscal 1998. The substantial decline in S,G&A as a percentage of total revenues reflects the significant reduction in Westar and WestSec installation activities, as well as the integration of branch operations and corporate administrative functions pursuant to the Combination. ACQUISITION AND TRANSITION EXPENSES for the first quarter of fiscal 1998 totaled $2.0 million, as compared to no expenses in the comparable period in 1997. The Company expects acquisition and transition expenses to increase in future periods due to the Company's efforts to integrate the 1998 Acquisitions and to support the national expansion of its Dealer Program. AMORTIZATION OF INTANGIBLES AND DEPRECIATION EXPENSE was $21.4 million for the first quarter of fiscal 1998, an increase of $13.6 million, or 173.0% over $7.9 million in the comparable period in 1997. The increase is due primarily to the Combination and the 1998 Acquisitions, which transactions caused the Company to record the acquired net assets at fair value and the excess purchase price, if any, over book value as goodwill. As a result of the Combination, Protection One recorded approximately $464.0 million of goodwill. Subsequently, the Company added approximately $161.1 million to subscriber intangibles and $352.2 million to goodwill in connection with the 1998 Acquisitions. The Company anticipates amortization of intangibles and depreciation expense to increase substantially in the second quarter of 1998, reflecting the impact of the acquisitions of Comsec and Multimedia for the entire quarter. OTHER INCOME (EXPENSE) totaled $(7.9) million of expense in the first quarter of 1998, as compared to $(8.3) million of expense in the comparable period in 1997. Interest expense increased to $11.1 million during the period, reflecting additional borrowings to complete the 1998 Acquisitions, offset by repayment of borrowings in connection with the Combination. Interest expense was reduced by other income of $3.2 million during the first quarter of 1998, reflecting a gain on repurchase of certain contracts (see Note 4 of Notes to Consolidated Financial Statements.) BALANCE SHEET DATA. At March 31, 1998, the Company's working capital deficit was $100.4 million (excluding the short-term debt due to a subsidiary of Western Resources, Inc. of $458.9 million) compared to a working capital surplus of $11.9 million at December 31, 1997. This increase in the working capital deficit of $112.3 million is primarily due to a decrease in cash and cash equivalents of $63.7 million, increases in purchase holdbacks of $ 36.7 million, accrued liabilities of $26.9 million, deferred revenues of $8.4 million and acquisition transition costs of $8.1 million offset by increases in 10 11 receivables of $9.0, other assets of $7.1 million and inventory of $3.0 million. Goodwill and trademarks and subscriber accounts and intangibles, net increased to $1.8 billion at March 31, 1998 from $1.2 billion at December 31, 1997. This increase of approximately $572.8 million, or 46.9% reflects the addition of approximately 375,000 subscribers in the 1998 Acquisitions. Total stockholders' equity increased approximately $6.6 million to $940.6 million from $934.0 million. The increase in such figure reflects the issuance of approximately $4.9 million of common stock in connection with an acquisition and net income for the three months ended March 31, 1998 of $1.2 million. LIQUIDITY AND CAPITAL RESOURCES General. The Company has financed its operations and growth primarily from operating cash flows, supplemented by advances from its parent, Western Resources, Inc. ("Western Resources"). Recent Developments. On November 24, 1997, pursuant to the Contribution Agreement, Protection One received $367.4 million of cash and securities from Western Resources, and made the following disbursements, either concurrently with or within several days of the closing of the Combination: (i) $114.1 million to make a cash distribution to holders of record of Common Stock as of November 24, 1997, holders of options to purchase Common Stock and holders of certain warrants exercisable for Common Stock; (ii) $94.4 million to pay the cash purchase price of Centennial Security Holdings, Inc.; and (iii) $61.6 million to repay borrowings under its revolving credit facility. The remaining $97.3 included $14.8 million of marketable securities, which amount included common and preferred shares in Guardian International, Inc., and $82.5 million of cash. The amounts contributed have substantially enhanced the Company's liquidity. In addition, the Company believes the issuance of 68.7 million shares of Common Stock to Western Resources has improved its access to public equity markets. The Company intends to use cash flow provided by operations, cash on hand, funding by Western Resources, and capital raised in debt and equity offerings, as needed, to fund its ongoing operations and growth activities. The Company believes that cash required to fund its growth activities will continue to exceed cash flow provided by operations for the foreseeable future. On February 4, 1998, Protection One announced its decision to exercise its option to purchase Network, the leading provider of security alarm monitoring to multi-family dwellings, with approximately 200,000 subscribers. Pursuant to the terms of the option, Protection One purchased Network, effective January 1, 1998, for a purchase price of approximately $180 million. On March 2, 1998 Protection One completed the acquisition of 147,000 subscribers and related assets of Multimedia for a purchase price of approximately $233 million. On March 17, 1998, Protection One completed the acquisition of Comsec for a cash purchase price of approximately $45 million and the assumption of $15 million of debt. The Company funded these acquisitions with promissory note financing by Westar Capital, Inc. ("Westar Capital"), a wholly owned subsidiary of Western Resources. Material Commitments. The Company has several long-term commitments. The 6 3/4% Senior Subordinated Convertible Notes (the "Convertible Notes"), which total $103.5 million in aggregate principal amount, mature on September 15, 2003, and the Company must make a payment of $166.0 million on September 30, 2005, at the maturity of the 13 5/8% Senior Subordinated Discount Notes ("the Discount Notes"). Cash interest payable on the Convertible Notes and Discount Notes will total $18.3 million in 1998 and $29.6 million thereafter until maturity. (See Note 4 of Protection One, Inc. Notes to Consolidated Financial Statements, for further information regarding the Convertible Notes and Discount Notes.) In addition, Protection One has assumed, as part of the Combination, approximately $60 million of the WestSec indebtedness from agreements entered into by WSS, of which approximately $26 million is payable in 1998 and $34 million in 1999. Under the agreements, Protection One monitors and services the subscriber accounts for which certain rights were transferred to a third party. Protection One has the right, but not the obligation, to purchase the rights to the contracts as the underlying third party notes mature. The Company made payments of approximately $15.2 million in February 1998 to repurchase a portion of such contracts. As discussed above, Westar Capital extended two promissory notes to the Company to enable it to fund the 1998 Acquisitions. The 6 11/16% promissory notes had an aggregate principal amount of $458.9 million at March 31, 1998 and were due June 1, 1998. As of April 1, 1998, the Company converted its promissory notes into a $600 million senior credit facility 11 12 with Westar Capital ("the Senior Credit Facility.") The Company may borrow, subject to certain financial covenants and restrictions, at varying interest rates ranging from LIBOR plus 1.125% to the Prime Rate plus 1.125%. The Senior Credit Facility matures on March 30, 1999. The Company generated $22.0 million of net cash provided by operating activities for the three months ended March 31, 1998, compared to the $4.2 million net cash provided by operating activities in the three months ended March 31, 1997. The increase in net cash provided by operating activities reflects the Company's substantial growth in due to the Combination and, to a lesser extent, the 1998 Acquisitions. The Company used $348.2 million of net cash in investing activities compared to the use of $3.7 million for the comparable period in 1997. Investing activities during the three months ended March 31, 1998 included the acquisition of Comsec and Multimedia as well as dealer program purchases. The Company generated $262.5 million of net cash through financing activities for the three months ended March 31, 1998 compared to generating $0.6 million for the three months ended March 31, 1997. The Company received funding of approximately $277.2 million from Westar Capital and reduced other indebtedness by approximately $15.2 million. The indentures governing the Discount Notes and Convertible Notes contain certain restrictions on the transfer of Company funds, including dividends, loans and advances made by the Company. The Company believes such restrictions have not had and will not have a significant impact on the Company's ability to meet its cash obligations. Capital Expenditures. The Company anticipates making capital expenditures in 1998 of approximately $22.5 million, including $5.0 million to upgrade branch operations, $12.5 for integration activities, and $5.0 million for service center improvements and other capital items. Tax Matters. As a result of the Combination, Protection One will be consolidated into future returns filed by its parent, WRI. The two parties have entered into a tax sharing agreement, whereby WRI will make cash payments to the Company for current tax benefits utilized for income tax return purposes and will require cash payments from the Company for current tax expenses incurred for income tax return purposes. This arrangement has allowed Protection One to provide a current tax benefit for the year ended December 31, 1997 as well as the quarter ended March 31, 1998. On a go-forward basis, if and when the Company, or its parent, generates income for tax return purposes, it will proportionately over time utilize existing net operating loss carryforwards in amounts up to approximately $50 million. Currently, the deferred tax assets related to the net operating loss carryforwards are fully reserved due to uncertainty as to their future realizability. However, when net operating loss carryforwards are utilized, the relief of the corresponding reserve will not create a benefit, but, as required by generally accepted accounting principles, will reduce the Company's goodwill balances. The net financial statement of this treatment will cause the Company to recognize deferred tax expense it might otherwise not recognize. YEAR 2000 ISSUE The Company is reviewing its computer and signal processing systems to identify and correct any components that could be affected by the change of the date to January 1, 2000 (the "Year 2000 Issue".) Results of the review thus far indicate that key infrastructure components including processing systems, application software and telecommunications systems are unaffected by the Year 2000 Issue. The Company will continue its review until January 1, 2000, particularly with respect to acquisitions of security businesses that include additional computer systems and equipment. In addition, changes in the state of compliance or preparedness within companies that provide services or equipment to the Company will require the Company to continue its evaluation. Based on its ongoing review, management believes the Year 2000 Issue does not pose material operational problems and the cost associated with the assessment of risk and the execution of corrective action will not be material. 12 13 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None. ITEM 2. CHANGES IN SECURITIES. Pursuant to an Asset Purchase Agreement dated as of March 13, 1998 (the "Asset Purchase Agreement") with Central Security Corporation and Ronald H. Cats, on March 13, 1998, Protection One Alarm Monitoring, Inc. ("Monitoring") purchased substantially all of the assets of the business. As a part of the consideration for the acquisition, Monitoring delivered to the sole stockholder an aggregate of 379,767 shares of Common Stock ("the Shares") newly issued by POI, which number was derived by dividing $4,865,765 by an average of the closing price of the Common Stock on the Nasdaq National Market during the period of the 10 most recent trading days on the second day prior to the signing of the Asset Purchase Agreement with Mr. Cats. The offer and sale of the Shares was not registered under the Securities Act in reliance on Section 4(2) thereof and Rule 506 thereunder. Mr. Cats certified to POI that he is an "accredited investor" as such term is defined in Rule 501 under the Securities Act and was otherwise able to bear the economic risk of the investment, and was provided with registration statements and reports of, and access to information concerning, POI. No underwriter participated in the offer or sale of any of these securities and no underwriter's fees or commissions were paid. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. Exhibits. The following exhibits are filed with this Current Report on Form 10-Q or incorporated by reference. Exhibit Number Exhibit Description 10.1 Promissory Note dated as of March 2, 1998 between Westar Capital, Inc., and Protection One Alarm Monitoring Inc. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by POI and Monitoring dated March 17, 1998). 10.2 Assignment, Assumption, and Guaranty Agreement dated as of January 1, 1998 between Westar Capital, Inc. and Protection One Alarm Monitoring, Inc. whereby Westar Capital assigned its interest in Network Holdings, Inc. to Protection One Alarm Monitoring, Inc.* 10.3 Asset Purchase Agreement Among Multimedia Security Service, Inc., Multimedia Cablevision, Inc. and Protection One Alarm Monitoring, Inc. Dated January 15, 1998.* 27.1 Financial Data Schedule.* 13 14 - ---------- * Filed herewith (b) Form 8-K. 8-K filed January 21, 1998 reporting in Item 5 of the Form 8-K, registrant's agreement to acquire the assets of Multimedia Security Services, Inc. (incorporated by reference thereto.) 8-K filed January 26, 1998 reporting in Item 4 of the Form 8-K , a change in the registrant's certifying accountants to Arthur Andersen L.L.P. (incorporated by reference thereto.) 8-K/A filed February 6, 1998, amending the 8-K filed January 26, 1998 by attaching in Item 7, a letter from Coopers & Lybrand, L.L.P. re: Change in Certifying Accountants (incorporated by reference thereto.) 8-K filed February 12, 1998, reporting in Item 2 of the Form 8-K, registrant's acquisition of the stock of Network Holdings, Inc. (incorporated by reference thereto.) 8-K filed March 17, 1998, reporting in Item 2 of the Form 8-K, registrant's acquisition of the stock of Comsec Narragansett Security, Inc. (incorporated by reference thereto.) 14 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. May 6, 1998 PROTECTION ONE, INC. PROTECTION ONE ALARM MONITORING, INC. By: /s/ John W. Hesse ------------------------------------- John W. Hesse Executive Vice President and Chief Financial Officer 18 16 Exhibit List Exhibit Number Exhibit Description - -------------- ------------------- 10.2 Assignment, Assumption, and Guaranty Agreement dated as of January 1, 1998 between Westar Capital, Inc. and Protection One Alarm Monitoring, Inc. whereby Westar Capital assigned its interest in Network Holdings, Inc. to Protection One Alarm Monitoring, Inc. 10.3 Asset Purchase Agreement Among Multimedia Security Service, Inc., Multimedia Cablevision, Inc. and Protection One Alarm Monitoring, Inc. Dated January 15, 1998. 27.1 Financial Data Schedule. - ---------- EX-10.2 2 ASSIGNMENT 1 EXHIBIT 10.2 ASSIGNMENT, ASSUMPTION AND GUARANTY AGREEMENT (Network Holdings, Inc.) This Assignment, Assumption and Guaranty Agreement is made as of January 1, 1998, among Westar Capital, Inc., a Kansas corporation ("Westar Capital"), and Protection One Alarm Monitoring, Inc., a Delaware corporation ("Protection One"), pursuant to Amendment No. 1, dated as of October 2, 1997, to the Contribution Agreement, dated as of July 30, 1997, between Western Resources and Protection One (as so amended, the "Contribution Agreement"). 1. Westar Capital hereby assigns, transfers and conveys to Protection One, without recourse to Westar Capital, or any of its "Subsidiaries" or "Affiliates" (each as defined in the Contribution Agreement), all right, title and interest of Westar Capital in and to (i) 97,987 shares (the "Common Shares") of the Class A Common Stock, par value $.01 per share, of Network Holdings, Inc., a Delaware corporation ("Network"), (ii) the Stock Sale and Purchase Agreement by and among Westar Capital, Onyx Holdings, Inc., Elm, Inc., Network Holdings, Inc. and the individuals listed on the signature pages thereto, dated September 8, 1997 ("Stock Sale and Purchase Agreement"), and (iii) each other agreement, instrument, certificate or document executed by, or made in favor of, Westar Capital or any of its Subsidiaries pursuant to, or in connection with, the Stock Sale and Purchase Agreement (including the agreements described in clauses (ii) and (iii), collectively the "Ancillary Agreements"). 2. Protection One hereby assumes, agrees, and guarantees the timely performance of all obligations of Westar Capital and its Affiliates and Subsidiaries arising under the Stock Sale and Purchase Agreement and the Ancillary Agreements. 3. Concurrently with the parties' execution and delivery hereof, Protection One is paying to Westar Capital, and Westar Capital acknowledges that Westar Capital is receiving from Protection One, the sum of $178,360,229 (one hundred seventy-eight million three hundred sixty thousand two hundred twenty-nine dollars) in cash. IN WITNESS WHEREOF, the parties have executed this Assignment, Assumption and Guaranty Agreement as of the date first above written. PROTECTION ONE ALARM MONITORING, INC. WESTAR CAPITAL, INC. By: By: ---------------------------------- -------------------------------- Title: Title: ---------------------------------- -------------------------------- EX-10.3 3 ASSET PURCHASE 1 EXHIBIT 10.3 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT ("Agreement") is dated as of January 15, 1998, and is among Multimedia Security Service, Inc., a South Carolina corporation ("Seller"), Multimedia Cablevision, Inc., a South Carolina corporation ("Multimedia"), and Protection One Alarm Monitoring, Inc., a Delaware corporation ("Buyer"). Seller is in the business of providing, selling, leasing, installing, maintaining and repairing fire and burglar alarm equipment systems, fire and burglar alarm monitoring services and burglar alarm response services and similar or related services ("Business"). Seller desires to sell and Buyer desires to purchase substantially all of the assets related to the Business as a going concern. Based upon the representations and warranties made by each party to the other in this Agreement, the parties have agreed to consummate the sale of the Business on the terms contained herein. ARTICLE I. Sale of Assets and Terms of Payment 1.1 Transfer of Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Section 2.1 hereof) Seller will sell, convey or cause to be conveyed, and deliver to Buyer, and Buyer will purchase and accept from Seller, all of the assets and properties of Seller, tangible or intangible, of every kind and description used by Seller in connection with the Business as a going concern (all such assets being referred to herein as the "Assets"), but excluding the Excluded Assets described in Section 1.2 below. The Assets include without limitation the following: (a) All of Seller's tangible personal property, assets and equipment relating to the Business ("Personal Property") including without limitation the Personal Property listed on Schedule 1.1 and all raw materials and finished goods produced or used in the Business ("Inventory") including Inventory on consignment; (b) All written or oral contracts providing for the provision of alarm and related services, including without limitation monitoring, testing, inspecting, leasing, maintenance and/or extended warranty between Seller (or a predecessor-in-interest) and a subscriber ("Subscribers"), including Seller's cancelled or expired contracts ("Subscriber Contracts") including without limitation both binding and non-binding letters of intent for the purchase of Subscriber Contracts, contracts for the purchase of Subscriber Contracts, third party monitoring contracts, alarm dealer contracts and all other agreements and similar documents that relate to the Business, including without limitation those described in Schedule 3.9 hereto (which, except for Subscriber Contracts are referred to collectively as "Contracts"); (c) All new alarm accounts sold prior to the Closing Date pursuant to a written or oral agreement or customer purchase order, which have not been completely installed and are not being monitored as of the Closing Date 2 including but not limited to the Work in Progress set forth on Schedule 3.9(c) ("Work in Progress"); (d) All billing and customer service software owned by Seller, including without limitation the source code and object code, and the Seller's license to use the MAS monitoring software ("Intellectual Property"); (e) All of Seller's accounts receivable arising in the ordinary course of the Business, ("Accounts Receivable"); (f) All of the Seller's files and other records (including financial records) relating to the Contracts, the Subscriber Contracts, the Work in Progress and the other Assets; (g) All of Seller's real property and leaseholds described in Schedule 1.1(g) (collectively "Real Property"); (h) All of the issued and outstanding industrial revenue bonds issued by the City of Wichita, which are secured by the "Headquarters Facility" (as defined herein) (the "Industrial Revenue Bonds"); and (i) All of Seller's goodwill in and going concern value of the Business. 1.2 Excluded Assets. The following assets relating to the Business shall be retained by Seller and shall not be sold, assigned or transferred to Buyer (the "Excluded Assets"): (a) Claims by Seller with respect to the Excluded Assets and liabilities not assumed by Buyer, including without limitation claims for tax refunds and counterclaims with respect to obligations and liabilities not being assumed by Buyer hereunder; (b) All contracts of insurance; (c) All Employee Benefit Plans (as defined below) of any nature except for the Change in Control Plan; (d) Cash on hand and in banks and other cash items; (e) All tangible personal property of Seller disposed of or consumed in the ordinary course of the business as permitted under Section 5.1 below or with the consent of Buyer between the date of this Agreement and the Closing, and personal property acquired pursuant to the SKILL agreement among the Seller, Wichita Area Vocational Technical School and the Kansas Department of Commerce and Housing ("SKILL Agreement) which Personal Property is not owned by Seller; (f) The names Multimedia Security Service, Multimedia Security, Multimedia or any variants thereof; (g) Deferred taxes and all intercompany accounts. (h) The property and rights of Seller listed on Schedule 1.2 which are not used exclusively in the Business. 1.3 Liabilities. (a) The Assets shall be sold and conveyed to Buyer free and clear of all liabilities, obligations, conditional sales agreements, easements, 3 encumbrances, mortgages, security interests, charges and other liens (collectively "Encumbrances"), except for liens for personal property and/or real estate taxes not yet due and payable, the Industrial Revenue Bonds, the easements and other matters of record on the Headquarters Facility (collectively "Permitted Liens"), except that Buyer shall assume, discharge and perform the following liabilities: (i) Except for Excluded Liabilities (as defined in Section 1.3(b)), all obligations and liabilities which arise after the Closing under the Assets, including those liabilities and obligations under the Subscriber Contracts, Contracts and Work in Progress assigned to Buyer which are described in Subsection 1.1(b), (c) and (d) provided, however, that if any such contract requires a consent to the assignment thereof to Buyer and such consent has not been obtained, then this Agreement, to the extent permitted by law, shall constitute an equitable assignment by Seller to Buyer of all rights, benefits, title and interest, liabilities and obligations under such contract; (ii) Except for Excluded Liabilities, Seller's obligations pursuant to the Contracts incurred in the ordinary course of the Business prior to the Closing whether or not disclosed to Buyer; (iii) Seller's obligations under the change in control plan ("Change in Control Plan") provided to Buyer prior to the date hereof; (iv) Except for Excluded Liabilities, Seller's obligations under the Industrial Revenue Bonds on the real property; (v) Except for Excluded Liabilities, Seller's obligations under the SKILL Agreement; (vi) Except for Excluded Liabilities, Seller's obligations under the consignment agreement for Inventory; (vii) Except for Excluded Liabilities, all obligations or liabilities of the Business disclosed hereunder or known by Buyer; and (viii) Except for Excluded Liabilities, all liabilities under any litigation, proceeding or claim of any nature by any person or entity arising out of the ordinary course of the Business. (b) Buyer does not assume and will not be liable for any of the following liabilities or obligations of Seller (the "Excluded Liabilities"): (i) any liability under any contract of insurance; (ii) except as otherwise provided for in Sections 1.3(a)(iii) and 10.6 any liability for compensation to any of the Seller's employees of any nature whatsoever related to the period prior to the Closing, including under any Employee Benefit Plans of any nature; (iii) except as otherwise provided for in Section 10.6 hereof or in the Change in Control Plan any liability arising out of any termination by Seller of the employment of any employee or consultant of the Seller prior to the Closing, or who previously has retired; (iv) any liability for any taxes or trade payables owed by Seller with respect to the Business or the Assets prior to the Closing Date; (v) any obligation with respect to deferred taxes or intercompany accounts; 4 (vi) any liability with respect to claims by third parties which are covered by insurance policies of Seller and arise from occurrences prior to the Closing but such liabilities are excluded only to the extent of payments actually received by Seller from insurance companies; (vii) any liability arising out of the litigation described on Schedule 3.12 as "Excluded Litigation". (viii) any liability arising out of non-compensation claims by employees which arose prior to the Closing in the ordinary course of the Business or otherwise and exceed $50,000, or are based on violations of federal, state or local laws prohibiting sexual harassment or are "class action" type claims based on violations of federal, state or local laws for the protection of employees (e.g., employment discrimination); (ix) any liability arising out of third party tort or contract claims incurred in the ordinary course of Business or otherwise which results in actual damages in excess of $50,000; (x) any liability arising out of the gross negligence, or reckless or intentionally wrongful acts of Seller, its employees, directors, officers, representatives and agents or claims for punitive damages; and (xi) obligations and liabilities for borrowed money. 1.4 Consideration. (a) The Purchase Price shall equal the sum of (i) the QRR (as defined below) multiplied by sixty-five (65), (ii) the Monitoring Service Revenue (as defined below) multiplied by fifteen (15) and (iii) the Accounts Receivable Value (as defined below) less (iv) the Credit (as defined below), all of which are subject to adjustment as provided herein ("Purchase Price"); provided, however, that in no event will the sum of the amount calculated under (i) and (ii) be less than $220,000,000. Subject to the conditions contained in this Agreement, and in consideration of the sale of the Assets, Buyer will pay on the Closing Date an amount equal to the sum of (x) ninety percent (90%) of the sum of clause (i) and (ii) (but not less than the minimum) set forth in the preceding sentence plus (y) the Accounts Receivable Value less the Credit ("Closing Payment"). The balance of the Purchase Price as adjusted pursuant hereto ("Deferred Payment") shall be paid by Buyer to Seller on the six month anniversary of the Closing Date ("Adjustment Date"). (b) The Accounts Receivable Value shall be the aggregate amount of all Accounts Receivable on the books of Seller as of the Closing Date. (c) QRR shall mean the sum of monthly (or the monthly portion of invoices covering extended periods) recurring revenue (including, but not limited to, leasing and maintenance contract revenue) to be derived by the Seller from all Subscriber Contracts in service as of the Closing Date. QRR shall only include those sums derived from Subscriber Contracts that are: (i) pursuant to Subscriber Contracts on one of the Seller's standard written contract forms to which there have been no material alterations ("Accepted Contracts") provided that the QRR may include written agreements which are not Accepted Contracts, so long as 5 they are covered by the Seller's general liability and errors & omissions insurance coverage (the "Modified Contracts"); (ii) Subscriber Contracts which are freely assignable to Buyer by Seller without the Subscriber's consent; (iii)billed as stipulated in the applicable Subscriber Contract (including any increases in service rates imposed by the Seller subsequent to the execution of any written agreement and prior to the date of this Agreement); (iv) not more than three (3) calendar months past due from the first service date covered by the earliest unpaid invoice for QRR issued prior to the Closing Date; unless derived from Subscribers that historically pay late (each a "Slow Pay Account"), which are identified on a slow-pay schedule delivered to Buyer ten (10) business days prior to the Closing Date approved by Buyer, such approval not to be unreasonably withheld (the "Slow Pay Schedule") provided the aggregate QRR for the Slow Pay Accounts does not exceed four percent (4%) of the total QRR (the "Slow-Pay Basket"); and (v) in effect on the Closing Date and as of the Closing Date had not been canceled, and with respect to which no written notice of cancellation or oral notice of cancellation recorded in the ordinary course of business (either in writing or other media) by the Seller has been received prior to the Closing Date. Notwithstanding the immediately preceding sentence, QRR also shall include those sums derived from oral agreements with Subscribers (the "Oral Contracts") and/or agreements which are not assignable by Seller without the prior consent of the applicable Subscriber and/or are terminable by the applicable Subscriber as a result of the transactions contemplated hereby (the "Non-Assignable Contracts") provided that the aggregate QRR for such Oral Contracts and Non-Assignable Contracts does not exceed seven and one-half percent (7 1/2%) of the total QRR (the "Oral Contracts/Non-Assignable Contract Basket"). QRR shall not include any amounts derived from or which are expected to be derived from: (a) reimbursement for or prepayment of private line telephone charges associated with any monitored account; (b) reimbursement for or prepayment of any false alarm assessment; (c) reimbursement for or prepayment of any amounts equal to taxes, fees, monitoring charges or other charges imposed by any governmental authority relative to the furnishing of alarm services; (d) time and material service revenue, or other revenues that are not received on a regular and recurring basis; (e) charges paid to third party response agencies (including answering service charges) for monitoring, patrol or alarm response; (f) charges subject to reduction for lease-to-buy equipment; (g) charges which are not recurring throughout the entire remaining term of the applicable Subscriber Contract; (h) revenue received from providing third-party monitoring and related services to alarm dealers and other alarm companies pursuant to the third party monitoring contracts ("Third Party Monitoring Contracts") or otherwise ("Monitoring Service Revenue"); (i) QRR for the Slow Pay Accounts in excess of the Slow-Pay Basket and (j) QRR for Oral Contracts and/or Non-Assignable Contracts in excess of the Oral Contracts/Non-Assignable Contract Basket. In addition, QRR shall not include the recurring regular monthly fees and charges payable pursuant to customer contracts with respect to which on the Closing Date the alarm system has not been fully installed and operational. 6 (d) The "Credit" shall mean (i) all accounts receivable billed by Seller for services to be rendered by Buyer after the Closing pursuant to Subscriber Contracts or Third Party Monitoring Contracts; (ii) payments and deposits received by Seller prior to the Closing for services to be rendered after the Closing to Subscribers or pursuant to Third Party Monitoring Contracts; (iii) all credits given Subscribers or pursuant to Third Party Monitoring Contracts by Seller pertaining to services to be rendered after the Closing to Subscribers or pursuant to Third Party Monitoring Contracts by Buyer; (iv) all payments, including installment payments, due under Contracts for the purchase of Subscriber Contracts (including without limitation alarm dealer contracts) which are assumed by Buyer and are payable after the Closing; and (v) retention amounts under Contracts for the purchase of Subscriber Contracts (including without limitation alarm dealer contracts) which are payable to sellers (or alarm dealers) after the Closing provided that such retention amounts are Credits only in the amount which would otherwise be payable under the terms of the related Contract as if such payments to third party sellers were due on the Adjustment Date taking into account adjustments to the amount to be payable by Buyer. The intent of clause (v) of the immediately preceding sentence is illustrated by the following hypothetical: Under a Contract to acquire Subscriber Contracts (the "Acquisition Contract") there is a retention amount of $100,000, which is payable on August 15, 1998, which date is after the Adjustment Date hereunder of July 30, 1998. The multiple of QRR used to calculate the purchase price under this Acquisition Contract is $50. As of the Adjustment Date hereunder there is aggregate QRR of $100 (the "Deducted QRR") related to this Acquisition Contract which pursuant to Section 1.6(a) hereof is to be deducted from the Estimated QRR in calculating the Closing QRR. Pursuant to the terms of such Acquisition Contract of the Deducted QRR $75 may be deducted in calculating the amount of the retention amount Buyer is obligated to pay thereunder to the third party seller. Of the $100,000 retention amount, $96,250 will be included in the aggregate Credit, i.e., $100,000 less the product of the $50 multiple and the $75 QRR. (e) Monitoring Service Revenue shall only include those sums related to monthly services derived from Third Party Monitoring Contracts, which are (i) billed as stipulated in the applicable Contract, (ii) not more than three calendar months past due and (iii) in effect on the Closing Date and not subject to any notice of cancellation as of the Closing Date. Monitoring Service Revenue shall exclude any of the items enumerated in Section 1.4(c) clauses (a) through (g) of the second to last sentence. (f) Proration. All items of expense, relating to expenses other than those addressed herein, shall be prorated between Seller and Buyer as of the close of business on the day preceding the Closing Date. Such items to be prorated shall include, without limitation, trade payables, power and utility charges, personal property taxes and real property taxes. 1.5 Manner of Payment. The estimated Closing Payment, as calculated pursuant to Section 1.6 below, shall be paid to Seller in immediately available funds by wire transfer to an account of Seller located in the United States of America on the Closing Date. 7 1.6 Adjustments. (a) Five (5) business days before the Closing, Seller shall deliver to Buyer schedules setting forth its good faith calculation of (i) the QRR as of the Closing Date ("Estimated QRR"), (ii) the Monitoring Service Revenue ("Estimated Monitoring Service Revenue"), (iii) the Credit ("Estimated Credit") and (iv) the Accounts Receivable Value (the "Estimated Accounts Receivable Value") as of the Closing Date. Within thirty (30) days after the four month anniversary of the Closing Date ("Valuation Date"), Buyer shall deliver to Seller a schedule (the "Adjustment Schedule")setting forth its good faith calculation of (i) the QRR in effect as of the Closing Date ("Closing QRR"), (ii) the Monitoring Service Revenue as of the Closing Date ("Closing Monitoring Revenue"), (iii) the Credit as of the Closing Date (the "Closing Credit") and (iv) the Accounts Receivable Value based on the actual Accounts Receivable as of the Closing Date and collected on or before the fifth business day preceding the Adjustment Date (the "Closing Accounts Receivable Value") together with a certificate signed by an officer of Buyer stating that the Adjustment Schedule has been prepared in accordance with the terms and provisions of the Agreement. In the event the Closing QRR, the Closing Monitoring Service Revenue, and/or Closing Credit set forth on the Adjustment Schedule is more or less than the Estimated QRR, the Estimated Monitoring Service Revenue and Estimated Credit used to calculate the estimated Purchase Price at Closing, and/or the Closing Accounts Receivable Value set forth on the Adjustment Schedule is more or less than the Accounts Receivable Value, then and in such event, the Purchase Price shall be adjusted upwards or downwards accordingly and used as the basis for determining the final Purchase Price as set forth below. For purposes of making the adjustments contemplated by this Section 1.6(a), adjustments resulting from a difference in Credit and the Accounts Receivable Value shall be done on a dollar for dollar basis and adjustments resulting from differences in the QRR shall be done on the basis of sixty-five (65) times the amount of such difference and adjustments resulting from differences in the Monitoring Service Revenue shall be done on the basis of fifteen (15) times the amount of such difference. Any increase in the Purchase Price will be added to the Deferred Payment. An amount equal to the Work in Progress QRR multiplied by sixty-five (65) shall be offset against any reduction in the Purchase Price resulting from a reduction in the Closing QRR. Any decrease in the Purchase Price will be subtracted from the Deferred Payment, provided however, in the event the amount of the Deferred Payment is insufficient to compensate Buyer for any downward adjustment in the Purchase Price pursuant to this Section 1.6, Seller shall be liable for the shortfall and upon demand by Buyer, Seller shall, within five (5) days of such demand, reimburse Buyer in cash for such shortfall; 8 provided, however, the reduction in the Purchase Price attributable to downward adjustments in the QRR and/or the Monitoring Service Revenue cannot reduce below $220,000,000 the amount of the Purchase Price attributable to the sum of the Closing QRR multiplied by sixty-five and the Closing Monitoring Service Revenue multiplied by fifteen (15). Seller will have the right during normal business hours and upon reasonable prior notice to Buyer to inspect, copy and audit those portions of Buyer's books and records pertaining to any adjustment to the Purchase Price and Deferred Payment. For purposes of preparing the Adjustment Schedule, the QRR and the Monitoring Service Revenue used to calculate the estimated Purchase Price at Closing shall be adjusted for the following reasons: (i) Amounts included in the Estimated QRR or Estimated Monitoring Service Revenue, as the case may be, which do not meet the definition of QRR or Monitoring Service Revenue, as the case may be, set forth in Section 1.4 hereof or amounts which should have been included in the Estimated QRR or Estimated Monitoring Service Revenue, as the case may be, as of the Closing Date but were not; (ii) The Subscriber Contract was canceled by Buyer on or before thirty (30) days following the Valuation Date because the Subscriber had an accounts receivable balance for QRR at the Closing Date of thirty (30) days or more from the first service date covered by the earliest unpaid invoice for QRR issued prior to the Closing Date, and Buyer did not receive, during the Valuation Period, payment from the Subscriber in an amount not less than the QRR attributable to the Subscriber Contract. Credits given to such Subscriber shall not be considered payments hereunder, nor shall Multimedia, Seller or any of their respective affiliates offer to make or actually make any payments on behalf of any Subscriber or offer any gift or other inducement to any Subscriber out of the ordinary course of business; and/or (iii) The Subscriber was a Slow Pay Account (a "Non-Performing Slow Pay Account") and was canceled by Buyer on or before thirty (30) days following the Valuation Date because the Non-Performing Slow Pay Account had an accounts receivable for QRR at the Valuation Date which is past due by a greater time period than is reflected on the Slow-Pay Schedule. For example, the account was 120 days past due at Closing, as set forth on the Slow-Pay Schedule, and was 150 days past due at the Valuation Date. Credits given to Non-Performing Slow Pay Accounts shall not be considered payments hereunder, nor shall Multimedia, Seller or any of their respective affiliates offer to make or actually make any payments on behalf of a Non-Performing Slow Pay Account or offer any 9 gift or other inducement to any Non-Performing Slow Pay Account to make any payments to Buyer after the Closing Date. If an Subscriber Contract was canceled by Buyer pursuant to either subsection (ii) or (iii) above (but not subsection (i) above), and is subsequently reinstated into service by Buyer prior to the Adjustment Date then there shall be no reduction in the Closing QRR for such Subscriber Contract. The Adjustment Schedule shall reflect any such reinstatement. Notwithstanding the foregoing, if QRR would be reduced with respect to a Subscriber Contract which is subject to an acquisition agreement assigned to Buyer hereunder and the Subscriber Contract is replaced pursuant to the terms of that agreement, then no adjustment in QRR shall be made for that Subscriber Contract. (b) If any dispute arises over the amount to be refunded or paid, such refund or payment shall nonetheless be promptly made to the extent such amount is not in dispute. If any such dispute cannot be resolved by the parties, it shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been employed by either party for the two years preceding the Closing Date. The determination of such firm shall be restricted to the terms set forth in this Agreement and shall be conclusive and binding on each party. The fees of such firm shall be shared equally by Buyer and Seller. 1.6(b) Post Closing Payments. In the event Seller receives after the Closing any payments from a Subscriber or pursuant to a Third Party Monitoring Contract, Seller shall promptly forward such payments to Buyer. 1.6(c) Rights to Terminated or Canceled Acquired Customer Accounts. After the Closing Date, Buyer shall have all obligations and rights with respect to any terminated, canceled, or unqualified Subscriber Contracts for which an adjustment was made pursuant to this Section 1.6. Buyer's rights to such Subscriber Contracts shall include, without limitation, the right to collect any amounts due, to disconnect such Subscriber from the monitoring facility, or to pursue any other available remedies exercised in Buyer's sole discretion. 1.7(a) Certain Definitions. The term "Employee Benefit Plan" means any pension, retirement, profit-sharing, deferred compensation, bonus, incentive, performance, stock option, stock appreciation, phantom stock, stock purchase, restricted stock, medical, hospitalization, vision, dental, or other health, life, vacation, sick leave, disability, severance, termination or other benefit plan, program, arrangement, agreement or policy which covers any current or former employee of Seller and which is sponsored, maintained and/or contributed to by Seller, Multimedia, Gannett Co., Inc. or any of their respective affiliates or any of their respective predecessors in interest. 10 1.7(b) Persons. The term "Person" means any individual, for-profit corporation, not-for-profit corporations, general or limited partnership, limited liability company, trust, association or other entity. ARTICLE II. The Closing 2.1 Time and Place of Closing. The closing (the "Closing") of the sale and purchase of the Assets shall be held in the offices of Seller at 1100 Wilson Boulevard, Arlington, Virginia 22234 on January 30, 1998 or such later date determined by Seller which is within ten (10) days after all of the conditions to closing set forth in Articles VII and VIII have been satisfied or waived in writing, or at such other time and place as shall be mutually agreed upon by the parties (the "Closing Date"). 2.2 Deliveries by Seller. At the Closing, Seller will deliver to Buyer the following, each of which shall be in form and substance reasonably satisfactory to both parties: (a) Bills of sale, special warranty deeds, assignments, supersedure forms regarding the telephone lines, and other instruments of transfer and conveyance transferring and assigning the Assets to Buyer; (b) Any consents to assignments from third parties obtained by Seller relating to the Material Contracts that require such consent as shown on Schedule 3.9 hereto, as well as any other consents obtained by Seller; (c) Receipt for the Closing Payment; (d) Certificates, dated the Closing Date, of the Secretary of Seller or Multimedia as applicable as to resolutions of the Boards of Directors of Seller and Multimedia, respectively, and resolutions of the sole shareholder of Seller relating to this Agreement and the transactions contemplated hereby; (e) Certificate of an Officer of Seller certifying the fulfillment of the conditions set forth in Sections 8.1(a) and 8.1(b) below; and (f) An executed copy of the Noncompetition and Nonsolicitation Agreement. 2.3 Deliveries by Buyer. At the Closing, Buyer will deliver to Seller the following, each of which shall be in form and substance reasonably satisfactory to both parties: (a) Funds equal to the Closing Payment; (b) An assumption agreement pursuant to which Buyer shall assume Seller's liabilities and obligations as provided in Section 1.3(a) hereof; (c) Certificate dated the Closing Date, of the Secretary of Buyer as to resolutions of the Board of Directors of Buyer relating to this Agreement and the transactions contemplated hereby; (d) Certificate of an Officer of Buyer certifying the fulfillment of the conditions set forth in Sections 7.1(a) and 7.1(b) below; and 11 (e) An executed copy of the Noncompetition and Nonsolicitation Agreement. 2.4 Delivery of the Assets. At the Closing, Seller shall deliver to Buyer possession of all of the Assets by delivering the same to Buyer at the locations at which the Assets are then located. ARTICLE III. Representations and Warranties of Seller Seller represents and warrants to Buyer as follows: 3.1 Organization; Qualification. Seller and Multimedia are corporations duly organized, validly existing and in good standing under the laws of the State of South Carolina. Seller has the full corporate power and authority to own and operate the Assets and carry on the operations of the Business as such operations are now being conducted and is duly qualified to do business in each state where the absence of such qualification would have a Material Adverse Effect. Multimedia owns beneficially all of the outstanding capital stock of Seller. 3.2 Authority Relative to this Agreement. Seller and Multimedia have the full corporate power, authority and legal right to execute and deliver this Agreement and to consummate the transactions and perform their respective obligations as contemplated hereby. Subject to Seller's and Multimedia's obtaining the approval of their Boards of Directors on or before January 20, 1998 as provided in Section 7.4, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate and shareholder action and this Agreement has been duly and validly executed and delivered by Seller and Multimedia and constitutes a legal, valid and binding obligation of Seller and Multimedia enforceable against Seller and Multimedia in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency or similar law affecting the rights of creditors generally. 3.3 Alarm Systems. (a) To the knowledge of Seller, all of the alarm systems in which the protective devices are leased by Seller to the Subscribers are in good working order and condition, ordinary wear and tear, routine service needs and Subscriber misuse or non-use excepted. The alarm system equipment installed by Seller for such alarm systems was installed in accordance with practices prevailing in the industry at the time of installation. All alarm systems and equipment installed by Seller conform in all material respects to the Subscriber Contract pursuant to which it was installed, and complied in all material respects with applicable laws, rules, regulations and codes at the time of its installation. To the knowledge of Seller, a substantial portion of the alarm system equipment installed by predecessors-in-interest of Seller for such alarm systems was installed in accordance with practices prevailing in the industry at the time of the installation. To the knowledge of Seller the alarm systems equipment installed by predecessors-in-interest of Seller conform in all material 12 respects to the Subscriber Contract pursuant to which it was installed, and complied in all material respects with applicable laws, rules, regulations and codes at the time of their installation. (b) Other than certain current and retired employees of the Seller or affiliates, Seller does not have any free service liability to Subscribers existing with respect to the Business (other than pursuant to written or oral warranties that do not exceed 90 days in length). (c) Seller has the sole right to use all of the telephone lines and numbers applicable to its alarm accounts and the sole right to use these lines may be assigned by Seller to Buyer without the consent of any third party. Substantially all of the alarm accounts are monitored by Seller at its central station located at the Headquarters Facility. Except as set forth on Schedule 3.3, all of the alarm accounts are monitored on telephone receiver lines, the right to which belong to Seller. 3.4 Business Market. All of the Seller's Subscribers are located in the states set forth in Schedule 3.4. 3.5 No Defaults. The execution, delivery and performance of this Agreement by Seller and Multimedia will not (a)conflict with any provision of their respective Articles of Incorporation or bylaws, (b)result in a default (or give rise to any right of termination, cancellation or acceleration) under or conflict with any of the terms, conditions or provisions of any Material Contract (as defined in Section 3.9), note, bond, mortgage or other instrument or obligation relating to the Business and to which any of the Assets may be subject and which default or conflict would have a material adverse effect on the Assets taken as a whole, the QRR taken as a whole and/or the Business taken as a whole ("Material Adverse Effect"), (c)violate any law, statute, rule, regulation, order, injunction or decree of any federal, state or local governmental authority or agency applicable to Seller and/or Multimedia or any of the Assets, which violation would have a Material Adverse Effect and except with respect to antitrust law as to which Buyer must satisfy itself, or (d)result in the creation or imposition of any Encumbrance of any nature whatsoever on any of the Assets other than Permitted Liens. 3.6 No Material Misstatements. No representation or warranty made by Seller in this Agreement, and no statement made in any certificate, document, exhibit or schedule furnished or to be furnished in connection with the transactions herein contemplated, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary to make such representation or warranty or any such statement not misleading to Buyer. 3.7 Licenses and Authorizations. Seller and its employees hold all licenses, permits and authorizations that are required for the conduct of the Business, as presently conducted, and which, if not present or not in full force and effect, would have a Material Adverse Effect. 13 3.8 Condition and Adequacy of the Assets. The tangible assets (other than the "Headquarters Facility" (as defined below))included in the Assets are in adequate operating condition and repair, ordinary wear and tear excepted and are adequate and suitable in accordance with general industry practices for the purposes for which they are currently used and intended to be used except for the capacity of the customer service operating system to handle additional growth. The Assets and the Excluded Assets include all the assets and properties used by Seller to conduct the Business as it is now being conducted. The Inventory consists of items usable and saleable in the usual and ordinary course of business of Seller. With respect to the Headquarters Facility (as defined below), the Improvements thereon (including, without limitation, the roof and structural elements thereof and all heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, sprinkler and other systems and facilities included therein) are in good operating condition and repair (subject to normal wear and tear) and structurally sound with no known defects which would materially interfere with Buyer's ability to use the Headquarters Facility. As used herein "Improvements" shall mean all improvements and fixtures now located on or attached to real property, including without limitation, all buildings, structures, signage, landscaping, paving, parking facilities, fencing, gates, lighting, heating, ventilation, air conditioning, refrigeration, garbage disposal, communication, electrical and plumbing systems. 3.8A Accounts Receivable. All of the Accounts Receivable have been validly created in bona fide transactions in the ordinary course of the Business. 3.9 Contracts and Arrangements. Schedule 3.9 hereto contains true and complete lists of the Contracts (written or oral) included in the Assets, other than Subscriber Contracts, which fall within any or all of the following categories: (a) All contracts for the purchase of Subscriber Contracts, including the indemnitees and non-competition agreements from the sellers thereof involving annual QRR of more than $10,000; (b) All third party monitoring contracts and alarm dealer contracts; (c) All written or oral contracts or customer purchase orders for alarm accounts which have not been completely installed and are not being monitored as to the Closing Date ("Work in Progress") involving consideration of more than $25,000 for installation of the alarm system; (d) All employment contracts and change of control agreements; (e) All leases of real property including renewal options executed by any other party thereto; (f) All leases of personal property which have a term, including renewal options exercisable by any other party thereto, ending more than six months after the date of this Agreement; 14 (g) All contracts or leases not made in the usual and ordinary course of business and not terminable by Seller without liability upon not more than 30 days' written notice; and (h) All agreements and contracts pursuant to which Seller acquires Inventory on a consignment basis. Contracts which are material to the Business are designated as Material Contracts on Schedule 3.9 ("Material Contracts"). Provided that any requisite consent to the assignment of Material Contracts to Buyer is obtained, to Seller's knowledge, each of the agreements, contracts and leases which is assigned to and assumed by Buyer on the Closing Date is valid and binding and in full force and effect. There has been no material modification or amendment of any of the Material Contracts other than as disclosed on Schedule 3.9. To Seller's knowledge, there is no existing default, event of default or other event under such Contracts which, with or without notice or lapse of time or both, would constitute a default or an event of default under any such contract and which defaults or events in the aggregate would result in a Material Adverse Effect. Seller has provided, or made available to, Buyer complete copies (or written summaries of oral contracts) of all of the Material Contracts and all amendments and modifications thereto, if any. Substantially all of the Subscriber Contracts executed originally by Seller contain terms and conditions which are standard within the electronic security industry, including those involving limitation of liability, third-party indemnification, three-day right of rescission and other applicable "cooling off" periods under applicable federal consumer protection laws, automatic renewals and the right to increase Subscriber rates. To Seller's knowledge, the Subscriber Contracts are valid, binding and in full force and effect and enforceable except as such enforceability may be limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally. Seller is not a party to nor are any of the Assets bound by, any agreement or contract that would have a Material Adverse Effect. Substantially all contracts between Seller and any of its alarm dealers and Persons for which Seller provides third party monitoring are substantially in the forms of agreements previously delivered by Seller to Buyer. 3.10 Title. (a) The only owned real property included in the Assets is the Wichita headquarters facility located at 800 East Waterman Street, Wichita, Kansas which is more particularly described on Schedule 1.1(g) attached hereto, which real property together with the Improvements located thereon is referred to herein as the "Headquarters Facility". (b) Schedule 3.9 lists all real property leased by or from Seller and used in the operation of the Business. Schedule 1.1 lists substantially all tangible personal property included in the Assets. (c) Except as set forth in Schedule 3.1 and except for the Permitted Liens, the Seller owns and has good and valid title to all of the Assets, free and clear of all Encumbrances of any kind. 15 (d) Seller does not have any "Subsidiaries". As used herein the term "Subsidiaries" means any Person of which Seller, directly or indirectly, of record and/or beneficially owns 10% or more of the equity of such Person and/or has the right to elect or appoint one or more members of such Person's board of directors or any similar governing board or organization. 3.11 Intellectual Property. Schedule 3.11 to this Agreement sets forth a correct and complete list of the Intellectual Property owned or held for use by Seller solely in connection with the Business and included in the Assets (the "Rights"). Seller has not received any notice with respect to any alleged infringement or unlawful or improper use of any Rights owned or alleged to be owned by others. Neither Multimedia, any affiliate of Multimedia nor any director, officer or employee of Seller, Multimedia or any affiliate of Multimedia has any interest in any Right listed on Schedule 3.11, all of which are free and clear of any Encumbrance of any kind. Seller has not granted any outstanding licenses or other rights to any Rights listed on Schedule 3.11, and Seller has no knowledge of any infringement of any of the Rights. 3.12 Litigation and Compliance with Laws. Except as set forth on Schedule 3.12, and except for environmental matters, as to which Seller's representations are contained exclusively in paragraph 3.19 below: (a) Seller has not been operating under or subject to, or in default with respect to, any order, writ, injunction, judgment or decree of any court or federal, state, or local governmental authority or agency which has had or reasonably could be expected to have a Material Adverse Effect; (b) neither Seller nor any of its officers or agents has received any inquiry, written or oral, from any such authority concerning any of the operations of the Business during the 12-month period prior to the date of this Agreement which has had or reasonably could be expected to have a Material Adverse Effect; (c) there is no litigation or arbitration pending by or against, or to Seller's knowledge threatened against, Seller related to or affecting any of the Assets or the Business; and (d)Seller has complied with all laws, regulations, orders or decrees applicable to the Business, the present uses by Seller of the Assets do not violate any such laws, regulations, orders or decrees, and Seller has no knowledge of any basis for any claim for compensation or damage or other relief from any violation of the foregoing, except for any non-compliance with or violation of any of the foregoing that would not have a Material Adverse Effect. 3.13 Employees. Schedule 3.13 lists the names and salaries or rates of commission, date of employment and job title of all the full and part-time employees of the Seller. Seller is not a party or otherwise subject to any collective bargaining or other agreement governing the wages, hours and terms of employment of the Seller's employees, is not subject to any actual, or to Seller's knowledge, threatened, labor dispute or labor trouble involving employees of Seller, and is not subject to any actual, or, to Seller's knowledge, threatened, demand by its employees for a collective bargaining agreement or recognition by any labor organization, labor grievance proceeding, controversy with any labor or 16 employee organization, or claim or proceeding with any union under any labor law, including equal opportunity law or occupational safety and health law. 3.14 Taxes. With respect to the Business, (a) Seller has filed, or caused to be filed, all federal, state and local tax returns required to be filed by Seller; and (b) Seller has paid, or made provisions for the payment of (i)all taxes due for the periods covered by such returns, except such accrued and unpaid taxes for which appropriate accruals have been made in accordance with generally accepted accounting principles, and (ii) all deficiencies assessed as a result of any examination of such returns. 3.15 Instruments of Conveyance; Good Title. The instruments to be executed by Seller and delivered to Buyer at the Closing, conveying the Assets to Buyer, will transfer good and marketable title to the Assets free and clear of all liabilities, obligations and Encumbrances, except as provided elsewhere in this Agreement. 3.16 Changes. Except as shown on Schedule 3.16 to this Agreement, since December 17, 1997, Seller has not, with respect to the Business: (a) mortgaged, pledged or subjected to any Encumbrance, any of the Assets; (b) sold or transferred any material asset used or useful in the Business; or (c) increased the compensation payable or to become payable to any employee or agent, except increases in accordance with historical practices except as disclosed herein. 3.17 Brokers. There is no broker or finder or other person who would have any valid claim against Buyer for a commission or brokerage in connection with this Agreement or the transactions contemplated hereby as a result of any agreement, understanding or action by Seller. 3.18 Real Property. Schedule 3.9 lists all real property leased by Seller and used in the operation of the Business, except for the office space used by Seller in Chicago ("Chicago Office"). The present use by the Seller of the owned real property and leased real property complies with applicable zoning ordinances and other governmental regulations, except for any non-compliance that would not have a Material Adverse Effect. To Seller's knowledge, as of the date hereof, Seller is not in default under any such real property leases and has not received or given written notice of any default thereunder from or to any of the other parties thereto. Subject to Seller's obtaining of all necessary third-party consents, Seller has full legal power and authority to assign its rights under the real property leases to Buyer in accordance with this Agreement, and such assignment shall not affect the validity, enforceability and continuity of any of the real property leases. The Chicago Office is located on property leased by Multimedia. Multimedia shall allow Buyer to continue use of the Chicago Office for a period of four months after the Closing Date rent free. 17 3.19 Environment. To Seller's knowledge and except as would not result in a Material Adverse Effect, (i) in connection with the Real Property, no release, emission or discharge into the environment of Hazardous Materials has occurred within the past 24 months, is presently occurring, or is anticipated to occur in excess of permitted levels or reportable quantities, under any Environmental Law; (ii) the Seller's present use of the Assets does not violate any Environmental Law, occupational safety and health or other applicable law; (iii) Seller has complied in all material respects with all Environmental Laws, rules and regulations applicable to the Business; (iv) no Hazardous Materials has been disposed of by Seller, and (v) no Hazardous Materials have been disposed of by any other Person, on the Real Property. As used herein "Environmental Laws" means all applicable laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements of the United States, any state of the United States (each individually a "State"), or any municipality or other local governmental division of any of the foregoing, or of any department, commission, board, bureau, agency or instrumentality of the United States, any State, or municipality or other local governmental division of any of the foregoing, regulating the release, emission or discharge of any Hazardous Material into the environment or health and safety, as now in effect, including without limitation, the Clean Water Act, also known as the Federal Water Pollution Control Act, 33 U.S.C. Sections 1251 et seq.; the Clean Air Act, 42 U.S.C. Sections 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136; the Surface Mining Control and Reclamation Act of 1977, 30 U.S.C. Sections 1201 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq.; the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499, 100 Stat. 1613; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Sections 11001 et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901 et seq.; the Occupational Safety and Health Act of 1970 as amended, 29 U.S.C. Sections 655 and 657. As used herein "Hazardous Materials" means (i) any chemical, compound, material, mixture or substance that is now defined or listed in, or otherwise classified pursuant to, any Environmental Laws as a "hazardous substance", "hazardous material", "hazardous waste", "extremely hazardous waste", "infectious waste", "toxic substance", "toxic pollutant" or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, or "EP toxicity", (ii) any asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive materials or radon, and (iii) any petroleum, natural gas, natural gas liquid, liquefied natural gas, synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas). The term "Hazardous Materials" specifically includes, but is not limited to, each and every substance and material which constitutes a "hazardous substance" within the meaning of 42 U.S.C. Section 9601(14). 18 3.20 UL and Factory Mutual Compliance. Seller's central station has been listed by Underwriters' Laboratory ("UL") and Factory Mutual ("FM") and is not subject to any material deficiencies with respect thereto, including but not limited to any material deficiencies in any verbal or written report received by Seller in connection with any inspection of such central station facilities and UL certificated systems. Substantially all required fire inspections with respect to each fire alarm system installed at the premises of Seller's Subscribers have been performed as required in accordance with the obligations and commitments of Seller to UL, FM and/or to any other applicable insurance rating organizations. All UL certificates issued by Seller for alarm systems installed at the premises of Seller's Subscribers have been properly issued and the systems for which such certificates have been issued comply in all material respects with all of the UL specifications and standards for such systems and there are no material outstanding deficiencies. 3.21 Work in Process. All work in process in connection with the installation of alarm monitoring equipment for new alarm accounts has been sold, and through the Closing Date, will be sold in a commercially reasonable manner and priced in accordance with Seller's standard pricing policies and sales practices now in effect. 3.22 Due Diligence For Acquisitions. Schedule 3.22 describes generally Seller's policies and procedures in connection with performing due diligence activities with respect to Seller's Subscriber Contract acquisition program. Seller has substantially followed such policies and programs in connection with the acquisitions of Subscriber Contracts during the last two (2) years. 3.23 RMR. The accounts in effect on December 31, 1997 would produce an estimated recurring monthly revenue of $3,340,000 and an estimated third party monitoring revenue of $30,000, as determined in accordance with Seller's historical practices. ARTICLE IV. Representations and Warranties of Buyer Buyer represents and warrants to Seller as follows: 4.1 Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 4.2 Authority Relative to this Agreement. Buyer has the full corporate power, authority and legal right to execute and deliver this Agreement and to consummate the transactions and perform its obligations as contemplated hereby. Subject to Buyer's obtaining the approval of its Board of Directors on or before January 16, 1998 as provided in Section 8.5, the execution and delivery of this 19 Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate and shareholders action by Buyer, and this Agreement has been duly and validly executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency or similar law affecting the rights of creditors generally. 4.3 No Defaults. The execution, delivery and performance of this Agreement by Buyer and the operation of the Business after the Closing will not (a)conflict with or result in any breach of any provision of its Certificate of Incorporation or bylaws, or (b)violate any law, statute, rule, regulation, order, injunction or decree of any federal, state or local governmental authority or agency applicable to Buyer. 4.4 Brokers. There is no broker or finder or other person who would have any valid claim against Seller for a commission or brokerage in connection with this Agreement or the transactions contemplated hereby as a result of any agreement, understanding or action by Buyer, except for Barnes Associates, Inc. and Wasserstein & Parella, whose fees will be paid by Buyer on the Closing Date. 4.5 Financing. Buyer represents that there is financing available to provide to it the funds necessary to pay the Closing Payment on the Closing Date and to pay the Deferred Payment when due. ARTICLE V. Covenants of Seller Pending the Closing Date. Seller covenants and agrees that from the date hereof to and including the Closing Date: 5.1 Maintenance of Business. Seller shall continue to carry on the Business in substantially the same manner as heretofore in the ordinary course of business and will continue to use all commercially reasonable efforts to enter into agreements for the purchase of Subscriber Contracts and operate its dealer programs in the same manner as heretofore, including adhering to the due diligence procedures and policies described on Schedule 3.22, but subject in each case to the effect of this transaction on such efforts. Seller shall maintain or cause to be maintained in full force and effect all of its existing insurance policies (or substantially equivalent policies) to cover and protect the Assets against damages or destruction and to insure the Seller against liability. Prior to the Closing Date, Seller will not, without the prior written consent of the Buyer, which will not be unreasonably withheld: (a) Sell, lease, transfer or agree to sell, lease or transfer any of the Assets without replacement thereof with an asset of substantially equivalent kind, condition and value other than Inventory and supplies consumed in the ordinary course of business; 20 (b) Enter into any contract of employment or collective bargaining agreement, or permit any increases or changes in the compensation (including bonus) of any of the Seller's employees, except for increases in accordance with historical practices or as disclosed herein; (c) Enter into any Subscriber Contract requiring installation work to be performed after Closing in excess of $25,000 or enter into or amend any Contract involving annual consideration of more than $25,000, waive any right or enter into any other transaction, other than as permitted by other provisions of this Agreement, except for contracts for the purchase of Subscriber Contracts provided further that Seller shall not enter into any contract for the purchase of Subscriber Contracts with an acquisition price in excess of $5 million. Seller shall provide to Buyer a schedule describing briefly all transactions for the acquisition of Subscriber Contracts on which Seller is working. Prior to the Closing, Seller shall periodically update such schedule; (d) Make any material change in the Seller's buildings, leasehold improvements or fixtures; (e) Change the job description of any employee, change the level of compensation and/or benefits of any employee, terminate any employee or communicate an intent to do any of the foregoing, but only to the extent such change, termination or communication would result in liability under the WARN Act or any similar state or local "plant closing" law; (f) Forgive any accounts receivable due to Seller or give any Subscriber credits except for such forgiveness or credits given in the ordinary course of business; or (g) Increase the rate charged to any Subscriber or any Person under a third party monitoring agreement other than in the ordinary course of business. 5.2 Organization; Good Will. Seller shall use its reasonable efforts to preserve the goodwill of its subscribers, suppliers, and others having business relations with it. 5.3 Access to Facilities, Files and Records. At the reasonable request of Buyer after a public announcement of the transaction, Seller shall from time to time give or cause to be given to the officers, employees, accountants, counsel and accredited representatives of Buyer (i) access during normal business hours to all facilities, property, accounts, books, minute books, deeds, title papers, licenses, agreements, contracts, tax returns, records and files of every character (including, without limitation, employment records), equipment, machinery, fixtures, furniture, vehicles, notes and accounts payable and receivable and inventories related to the Business, and (ii) all such other information concerning the affairs of the Seller as Buyer may reasonably request. Seller shall provide Buyer with an opportunity to contact a representative sample of Subscribers (no more than 21 1,000) on a "customer service research" basis, provided, however, that under no circumstances shall Buyer disclose that it is a potential purchaser of the Business. 5.4 Representations and Warranties. Seller shall give detailed written notice to Buyer promptly upon the occurrence of or becoming aware of the impending or threatened occurrence of any event which would cause or constitute a breach, or would have caused a breach had such event occurred or been known to Seller prior to the date hereof, of any of Seller's representations or warranties contained in this Agreement or in any Schedule hereto. 5.5 Corporate Action. Subject to the provisions of this Agreement, Seller will use reasonable efforts to take all necessary corporate and other action required of it to carry out the transactions contemplated by this Agreement. 5.6 Consents. Seller will use all reasonable efforts to obtain or cause to be obtained prior to the Closing Date consents to the assignment to or assumption by Buyer of all of the Material Contracts which require the consent of any third party by reason of the transactions provided for in this Agreement as shown on Schedule 3.9 ; provided, however, that Seller shall not be required to make any payments or to incur any obligations to third parties in connection with the obtaining of any such consent. 5.7 Confidential Information. If for any reason the transactions contemplated in this Agreement are not consummated, Seller shall not disclose to third parties except as otherwise required by applicable law any information received from Buyer or its agents in the course of investigating, negotiating and completing the transactions contemplated by this Agreement. Nothing shall be deemed to be confidential information which:(a) is known to Seller at the time of its disclosure to it; (b) becomes publicly known or available other than through disclosure by Seller; (c) is rightfully received by Seller from a third party; or (d) is independently developed by Seller. 5.8 Consummation of Agreement. Subject to the provisions of Section 10.2 of this Agreement, Seller shall use its reasonable efforts to fulfill and perform all conditions and obligations on its part to be fulfilled and performed under this Agreement and to cause the transactions contemplated by this Agreement to be fully carried out. 5.9 Notice of Proceedings. Seller will promptly notify Buyer in writing upon becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation of this Agreement or the transactions contemplated hereunder, or upon receiving any notice from any governmental department, court, agency or commission of its intention to institute an investigation into, or institute any action or proceeding to restrain or 22 enjoin consummation of this Agreement or such transactions, or to nullify or render ineffective this Agreement or such transactions if consummated. 5.10 Hart-Scott-Rodino Act. As soon as possible after the execution of this Agreement by the Buyer, but in no event later than 3 business days thereafter, Seller shall prepare and file all documents with the Federal Trade Commission and the United States Department of Justice as are required to comply with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended if such filing is required, shall request early termination of the waiting period under that Act and shall promptly furnish all materials and information thereafter requested by any of the regulatory agencies having jurisdiction over such filings. 5.11 Schedules. Seller has delivered to Buyer a copy of draft Schedules which have been prepared in good faith by Seller and within ten (10) days after the date all parties have executed this Agreement, Seller will deliver complete versions of all schedules required to be delivered to Buyer under this Agreement. Buyer shall be permitted, for a period of five (5) days after its receipt of the final versions of all of the foregoing schedules, to terminate this Agreement if the schedules reveal any business issue of which Buyer was not aware as of the date of this Agreement or any breach of any of Seller's representations, warranties or covenants hereunder if such business issue or breach would result in losses to Buyer of more than $2.2 million or would have a Material Adverse Effect. Following any such termination, the parties hereto shall have no further obligations to one another in respect of this Agreement, except under Sections 5.7 and 6.3. 5.12 Real Property. Seller shall deliver to Buyer at the Closing good and insurable title to the Headquarters Facility subject to the Permitted Liens including the real property identified in the preliminary title insurance commitment #C520832A which was identified as owned by the City of Wichita. ARTICLE VI. Covenants of Buyer Pending the Closing Date Buyer covenants and agrees that from the date hereof to and including the Closing Date: 6.1 Representations and Warranties. Buyer shall give detailed written notice to Seller promptly upon the occurrence of or becoming aware of the impending or threatened occurrence of any event which would cause or constitute a breach, or would have caused a breach had such event occurred or been known to Buyer prior to the date hereof, of any of the representations and warranties of Buyer contained in this Agreement. 6.2 Corporate Action. Subject to the provisions of this Agreement, Buyer will take all necessary corporate and other action required of it to carry out the transactions contemplated by this Agreement. 23 6.3 Confidential Information. If for any reason the transactions contemplated in this Agreement are not consummated, Buyer shall not disclose to third parties except as otherwise required by applicable law any information received from Seller or its agents in the course of investigating, negotiating and completing the transactions contemplated by this Agreement. Nothing shall be deemed to be confidential information which: (a) is known to Buyer at the time of its disclosure to it; (b) becomes publicly known or available other than through disclosure by Buyer; (c) is rightfully received by Buyer from a third party; or (d) is independently developed by Buyer. Prior to the Closing, except as otherwise required by law or as contemplated by Section 10.15 hereof, Buyer also shall not disclose to third parties other than to Western Resources, Inc. and Seller's and Western Resources, Inc.'s attorneys, advisors and other representatives the terms of this Agreement; provided, however, that Buyer may disclose such terms to any prospective lender or investor who has demonstrated to the reasonable satisfaction of Seller (a) the financial capability to be a lender or investor of Buyer and (b) a good faith interest in becoming a lender or investor of Buyer. Buyer shall cause any person or entity to whom the terms of this Agreement are disclosed prior to the Closing to agree in writing to abide by the provisions of this Section 6.3, except to the extent such disclosure is pursuant to Section 10.15 hereof. 6.4 Consummation of Agreement. Subject to the provisions of Section 10.2 of this Agreement, Buyer shall use all reasonable efforts to fulfill and perform all conditions and obligations on its part to be fulfilled and performed under this Agreement and to cause the transactions contemplated by this Agreement to be fully carried out. 6.5 Notice of Proceedings. Buyer will promptly notify Seller in writing upon becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation of this Agreement or the transactions contemplated hereunder, or upon receiving any notice from any governmental department, court, agency or commission of its intention to institute an investigation into, or institute any action or proceeding to restrain or enjoin the consummation of this Agreement or such transactions, or to nullify or render ineffective this Agreement or such transactions if consummated. 6.6 Hart-Scott-Rodino Act. As soon as possible after the execution of this Agreement by the Buyer hereto, but in no event later than 3 business days thereafter, Buyer shall prepare and file all documents with the Federal Trade Commission and the United States Department of Justice as are required to comply with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, if such filing is required, shall request early termination of the waiting period under that Act and shall promptly furnish all materials and information thereafter requested by any of the regulatory agencies having jurisdiction over such filings. 24 6.7 Consents. Buyer shall use its best efforts to obtain the consent to the assignment of the MAS software license, a letter from the City of Wichita providing Buyer with a Certificate of Release for Environmental Conditions substantially similar to the Certificate received by Seller and an assurance from outside zoning counsel that applicable zoning regulations, easements, and conditions, covenants and restrictions, i.e., C.C. & R's, would not prohibit a 50,000 square foot expansion of the Headquarters Facility subject to usual and customary administrative approvals. If Buyer has not obtained, or waived in writing the receipt of (as a condition to Closing), the consent or the letter or the assurance on or before the twenty-third calendar day after the public announcement of the transaction, then Seller may terminate this Agreement. ARTICLE VII. Conditions to the Obligations of Seller The obligations of Seller and Multimedia under this Agreement are, at its option, subject to the fulfillment of the following conditions prior to or at the Closing Date: 7.1 Representations, Warranties, Covenants. (a) Each of the representations and warranties of Buyer contained in this Agreement and in any statement, certificate, schedule or other document delivered by Buyer pursuant hereto or in connection with the transactions contemplated hereby, shall have been true and accurate in all material respects as of the date when made and shall be deemed to be made again on and as of the Closing Date and shall then be true and accurate in all material respects; (b) Buyer shall have performed and complied in all material respects with each and every covenant and agreement required by this Agreement to be performed or complied with by it prior to or at the Closing Date, other than the delivery by Buyer of the Closing Payment; and (c) Buyer shall have delivered to Seller a certificate of an officer of Buyer, dated the Closing Date, certifying to the fulfillment of the conditions set forth in Sections 7.1(a) and 7.1(b) above. 7.2 Proceedings. (a) No action or proceeding shall have been instituted before any court or governmental body to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of this Agreement which, in the reasonable opinion of Seller, may reasonably be expected to result in a preliminary or permanent injunction against such consummation or an award of such substantial damages; and (b) None of the parties to this Agreement shall have received written notice from any governmental body of (i) its intent to institute any action or proceeding to restrain or enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a letter of inquiry), into the consummation of this Agreement, or (ii) the actual commencement of such an investigation. 25 (c) In the event such a notice of intent is received or such an investigation is commenced, this Agreement may not be abandoned by Seller for a period of ninety (90) days from the date of such notice of intent or notice of commencement, but Closing shall be delayed during such period. This Agreement may be abandoned after this ninety (90)-day period if, in the reasonable opinion of Seller, there is a likely probability that an investigation will result in an action or proceeding of the type described in clause (a) of this Section 7.2. 7.3 Hart-Scott-Rodino. The waiting period under the Hart-Scott-Rodino Act shall have expired, and no order of a court restraining the transactions contemplated by this Agreement shall be outstanding. 7.4 Seller Board Approval. The Seller's Board of Directors shall have approved this Agreement on or before January 20, 1998 and the transactions contemplated hereby. ARTICLE VIII. Conditions to the Obligations of Buyer The obligations of Buyer under this Agreement are, at its option, subject to the fulfillment of the following conditions prior to or at the Closing Date. 8.1 Representations, Warranties, Covenants. (a) Each of the representations and warranties of Seller contained in this Agreement and in any statement, deed, certificate, schedule or other document delivered pursuant to this Agreement or in connection with the transactions contemplated hereby, shall have been true and accurate in all material respects as of the date when made and shall be deemed to be made again on and as of the Closing Date and shall then be true and accurate in all material respects; (b) Seller shall have performed and complied in all material respects with each and every covenant and agreement required by this Agreement to be performed or complied with by it prior to or at the Closing Date, other than delivery to Buyer of the instruments conveying the Assets to Buyer; and (c) Seller shall have delivered to Buyer a certificate of an officer of Seller, dated the Closing Date, certifying to the fulfillment of the conditions set forth in Sections 8.1(a) and 8.1(b) above. 8.2 Proceedings. (a) No action or proceeding shall have been instituted before any court or governmental body to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of this Agreement which, in the reasonable opinion of Buyer, may reasonably be expected to result in a preliminary or permanent injunction against such consummation or an award of such substantial damages; and 26 (b) None of the parties to this Agreement shall have received written notice from any governmental body of (i) its intent to institute any action or proceeding to restrain or enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a letter of inquiry), into the consummation of this Agreement or (ii) the actual commencement of such an investigation. (c) In the event such a notice of intent is received or such an investigation is commenced, this Agreement may not be abandoned by Buyer for a period of ninety (90) days from the date of such notice of intent or notice of commencement, but Closing shall be delayed during such period. This Agreement may be abandoned after the ninety (90)-day period if, in the reasonable option of Buyer, there is a likely probability that an investigation will result in an action or proceeding of the type described in clause (a) of this Section 8.2. 8.3 Hart-Scott-Rodino. The waiting period under the Hart-Scott-Rodino Act shall have expired, and no order of a court restraining the transactions contemplated by this Agreement shall be outstanding. 8.4 Buyer Board Approval. Buyer's Board of Directors shall have approved this Agreement on or before January 16, 1998 and the transactions contemplated hereby. 8.5 Changes. No change in the Business or the Assets has occurred which would have a Material Adverse Effect. 8.6 Required Consents. Buyer shall have received, or waived in writing the right to receive, written consents to the assignment of the MAS software contract in forms reasonably acceptable to Buyer and a Certificate and Release from the City of Wichita in the form described in Section 6.7 and a letter on expansion as provided in Section 6.7. ARTICLE IX. Indemnification 9.1 Survival; Limitations. (a) The several representations, warranties, covenants and agreements of the parties contained in or made pursuant to this Agreement shall be deemed to have been made on the Closing Date, shall survive the Closing and shall remain operative and in full force and effect for a period of one year after the Closing Date, except that the representations, warranties, covenants and agreements contained in Sections 3.2, 3.10, 3.14, 3.15, 3.17, 4.2, 4.4, 9.1, 9.2, 9.3, and 9.4, 9.5, 9.6, 10.4, 10.6, 10.8, 10.9, 10.12, 10.13, 10.14, 10.17 and 10.20 shall survive without time limit. (b) Buyer shall not be entitled to indemnification under this Agreement for any indemnification claim under Section 9.2(a) (except for the representations in Sections 3.10, 3.14, 3.15, 3.17, 5.12 and 10.6(a), and for claims of fraud) until the aggregate losses, damages or expenses suffered by Buyer exceed $2,200,000 (the 27 "Threshold"), whereupon Buyer shall be entitled to indemnification pursuant to Section 9.2 below for the entire amount of such loss, damages and expense. 9.2 Indemnification of Buyer. Seller and Multimedia agree that they jointly and severally shall indemnify, defend and hold Buyer harmless from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities on a net after tax basis, including without limitation, liabilities for reasonable attorneys' fees and disbursements ("Loss and Expense"), suffered directly or indirectly by Buyer by reason of, or arising out of: (a) any breach of representation or warranty made by Seller pursuant to this Agreement, (b) any failure by Seller to perform or fulfill any of its covenants or agreements set forth in this Agreement, or (c) any failure by Seller to pay or perform when due any of its liabilities or obligations arising out of or related to the Business which have not been assumed by Buyer hereunder. 9.3 Indemnification of Seller. Buyer agrees that it shall indemnify, defend and hold Seller harmless from and against any and all Loss and Expense suffered directly or indirectly by Seller by reason of, or arising out of: (a) any breach of representation or warranty made by Buyer pursuant to this Agreement, (b) any failure by Buyer to perform or fulfill any of its covenants or agreements set forth in this Agreement, or (c) any failure by Buyer to pay or perform on or subsequent to the Closing Date any liabilities or obligations assumed by Buyer hereunder or incurred or first required to be performed by Buyer after the Closing, 9.4 Notice of Claims. If Seller or Buyer believes that it has suffered or incurred any Loss and Expense, it shall notify the other party promptly in writing and within the applicable time period specified in Section 9.1, describing such Loss and Expense, the amount thereof, if known, and the method of computation of such Loss and Expense, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss and Expense shall have occurred. The amount of the Loss and Expense set forth in the notice shall not be a limitation on any claim for the actual amount of such Loss and Expense, however. 9.5 Defense of Third Party Claims. If any action at law or suit in equity is instituted by a third party (a "Claim") with respect to which any of the parties intends to claim a Loss and Expense under this Article IX such party shall promptly notify the indemnifying party of such action or suit provided, however, the failure to give such prompt notice shall not relieve the indemnifying party of its indemnification obligation hereunder unless such indemnifying party has been prejudiced by the failure to give such prompt notice. The indemnifying party 28 shall have the right to conduct and control any Claim through counsel of its own choosing, but the indemnified party may, at its election, participate in the defense of any such Claim at its sole cost and expense. If the indemnifying party does not notify the indemnified party within 10 days after receipt of the notice specified in this Section 9.5 that it is defending any such Claim, then the indemnified party may defend such Claim and settle such Claim, through counsel of its own choosing, and recover from the indemnifying party the amount of such settlement or of any judgment and the costs and expenses of such defense, including, but not limited to, reasonable attorneys' fees and disbursements. Notwithstanding the foregoing, the failure by a party to abide by these terms and conditions shall not affect the other party's obligations to indemnify such party against Loss and Expense under this Article IX. 9.6 Buyer's Knowledge. Notwithstanding anything to the contrary contained herein, in no event shall Seller or Multimedia be liable to Buyer from and after the Closing Date for any breach of a representation or warranty of Seller contained herein of which Buyer had knowledge on or before the Closing. ARTICLE X. Miscellaneous Provisions 10.1 Risk of Loss. The risk of any loss, damage or destruction to any of the Assets to be transferred to Buyer hereunder from fire or other casualty or cause shall be borne by the Seller at all times prior to the Closing. Upon the occurrence of any loss or damage to any of the Assets to be transferred hereunder as a result of fire, casualty, accident or other causes prior to the Closing, Seller shall notify Buyer of same in writing immediately stating with particularity the extent of the loss or damage incurred, the cause thereof if known and the extent to which restoration, replacement and repair of the Assets lost or destroyed will be reimbursed under any insurance policy with respect thereto. In the event the loss exceeds $2,000,000 and the Assets cannot be substantially repaired or restored within 30 days after such loss, Buyer shall have the option to: (a) Terminate this Agreement; (b) Postpone the Closing until such time as the Assets have been substantially repaired, replaced or restored; or (c) Elect to consummate the Closing and accept the Assets in their "then" condition, in which event Seller shall assign to Buyer all rights under any insurance claim covering the loss and pay over to Buyer any proceeds, including reimbursement for any deductibles, under any such insurance policy thereto received by Seller with respect thereto. 10.2 Abandonment of Agreement. This Agreement may be terminated by Seller or Buyer at any time prior to the Closing Date: (a) by the mutual consent of both parties hereto; or (b) by Seller if any of the conditions provided in Article VII or in Section 6.7 hereof have not been met by the time required and have not been waived; or 29 (c) by Buyer if any of the conditions provided in Article VIII hereof have not been met by the time required and have not been waived; or (d) by any party hereto if the Closing has not been fully completed by May 31, 1998. 10.3 Liabilities Upon Abandonment. In the event this Agreement is terminated pursuant to Section 10.2 above, no party hereto shall have any liability to the other party for costs, expenses, damages, loss of anticipated profits or otherwise, unless the termination occurs because of any misrepresentation or breach of warranty by a party hereto or the failure of performance of, or compliance with, any covenant or agreement contained in this Agreement. 10.4 Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses. All sales or use taxes associated with transferring the Assets to Buyer pursuant to this Agreement shall be paid by Buyer. The cost of title insurance for the real property purchased by Buyer hereunder shall be paid by Buyer. The Hart-Scott- Rodino filing fee shall be paid by Buyer. 10.5 Environmental Reports. Buyer may, at its election and cost, conduct a Phase One environmental study of the Headquarters Facility. Buyer shall provide Seller with a copy of any such study promptly upon Buyer's receipt thereof. If the study indicates that any representation or warranty made by Seller in Section 3.19 is untrue or there are environmental liabilities and which, in either case, are reasonably likely to result in losses or costs to Buyer in an amount greater than $2.2 million, Buyer may terminate this Agreement prior to the date specified in Section 6.7. Seller and Buyer agree that the results of any environmental studies carried out pursuant to this Section 10.5 shall not be disclosed to any third parties, unless such disclosure is required to be made by law. Notwithstanding anything herein to the contrary, after the Closing, Buyer may disclose any of such environmental studies in any manner it deems appropriate and prior to the Closing Buyer may provide copies of any environmental reports regarding the Headquarters Facility to the City of Wichita in connection with obtaining the "Certificate of Release for Environmental Conditions" (as that term is used in Section 6.7 hereof). 10.6 Employees and Employee Benefits. (a) Except for the employees designation in Schedule 3.13, Buyer hereby agrees to offer employment to all of the Seller's employees on the Closing Date in comparable positions with the same or greater compensation and to hire those employees of Seller who accept such employment offer. Seller shall be responsible for payment of all cash compensation (including without limitation, accrued vacation, commissions and sick pay) payable to all employees of the Seller up through the day preceding the Closing. Seller shall pay all out-of-pocket pension liabilities and other employee liabilities to employees or former 30 employees of the Seller related to the period prior to the Closing. Seller will retain all of the Employee Benefit Plans in which employees participated prior to the Closing Date, and Buyer will not assume obligations under such plans. Seller shall be fully and solely responsible for any costs, expenses, obligations and liabilities, vested or non-vested, arising out of any Employee Benefit Plan obligations attributable to the Seller's current or former employees related to the period prior to the Closing other than with respect to the Change in Control Plan. Seller represents that there is no severance plans or agreements applicable to its employees other than the Change in Control Plan. Buyer agrees to indemnify, defend and hold Seller and Multimedia harmless from and against all direct and indirect costs, expenses or liabilities arising from or relating to claims made by the Seller's employees with respect to termination of employment by reason of the transactions contemplated by this Agreement, including, but not limited to, any claims for improper termination or severance payments. Buyer shall be responsible for any obligations under federal, state and local plant closing statutes, including the WARN Act. (b) Buyer, in its sole discretion, shall determine what employee benefits will be made available to the Seller's employees after the Closing Date; provided, however, that Buyer will waive any health plan coverage waiting period or pre-existing condition rules for such employees and will offer medical coverage to all of the Seller's employees on and after the Closing Date. Buyer agrees that in the event it terminates any employee for any reason other than cause within six months following the Closing Date, it will pay to the employee severance equal to one week's pay for each year of service (or portion thereof) with Buyer and Seller (including affiliates and predecessors of Seller) with a minimum of two weeks pay and a maximum of twenty-six weeks. (c) Seller shall discuss with Buyer any communication regarding this transaction and its effect on employees that Seller intends to convey to its employees prior to such communication (and Seller shall accommodate reasonable requests of Buyer with regard thereto) and shall provide copies of any written communication to Buyer prior to delivery of such written communication. All such written communications shall be in form and content approved by Buyer, which approval shall not be unreasonably withheld or delayed. 10.7 Noncompetition and Nonsolicitation. In consideration of the execution of this Agreement, Seller, Multimedia and Buyer will enter into an agreement on the Closing Date substantially in the form attached hereto as Exhibit A, which will provide for (i) an agreement by Seller and its affiliates not to compete with Buyer in the Business for a period of two years, excluding competition which occurs as the result of incidental acquisition(s) which are part of larger transaction(s) by an affiliate of Seller, (ii) a 15 year Subscriber non-solicitation 31 agreement, and (iii) an agreement not to use any Multimedia Tradename (as defined below) for fifteen years in a competitive business. 10.8 Further Assurances, Consents and Post Closing Matters. (a) From time to time after the Closing Date, without further consideration, Seller and Multimedia will, at its expense, (i) execute and deliver, or cause to be executed and delivered, such documents to Buyer as Buyer may reasonably request in order to effectively vest in Buyer good and valid title to the Assets, (ii) use reasonable efforts to obtain any third-party consents to the assignment to Buyer of the Contracts which require the consent of any third party by reason of the transactions provided for in this Agreement and which were not obtained by Seller on or before the Closing Date and (iii) make and pursue claims under their insurance policies with respect to matters arising prior to the Closing in the same manner they would pursue coverage of their own claims. (b) From time to time after the Closing Date, Buyer will provide Seller with full access, with reasonable prior notice and during normal business hours, to all employees and business records related to the period prior to the Closing Date for use by Seller in connection with tax and/or legal proceedings related to Seller's operation of the Business prior to the Closing Date. (c) Seller and Multimedia agree that for a period of nine months after the Closing Date, Buyer may use the names Multimedia Security Service, Multimedia Security and Multimedia (collectively the "Multimedia Tradenames") in connection with its operations of the Business but thereafter it shall have removed the name and any associated trademarks, logos, tradenames and other similar marks from all of the Buyer's tangible property (other than property located within the premises of any Subscriber) and shall not use such property rights thereafter. Notwithstanding anything in this Section 10.8(c) to the contrary, Buyer shall not be obligated to amend or modify any Contracts or any Subscriber Contract, which contain the Multimedia Tradename. (d) Buyer agrees to complete the Work in Progress in the normal course of business and in accordance with Buyer's standard installation practices and policies and without unreasonable delay and to use its commercially reasonable efforts to complete the purchase of Subscriber Contracts under Contracts executed on or before the Closing Date. (e) Buyer shall continue to provide monitoring services free of charge to the facilities of Multimedia and the persons listed on Schedule 10.8 for five years from the Closing Date, provided Multimedia and such persons enter into Buyer's standard form of monitoring agreement; the number of persons listed on Schedule 10.8 shall not exceed the number of persons receiving the services on January 1, 1998. (f) In the event that Buyer determines that it must obtain financial statements for the Business and related management discussion and analyses thereof for any 32 time period prior to the Closing, Seller will make reasonably available to Buyer at Buyer's sole cost and expense any books, records, financial information, accounting work papers and other documents which are not part of the Assets in order for Buyer to create such financial statements, Seller will provide reasonable assistance to Buyer in connection with obtaining from Seller's auditors (or former auditors) access to their accounting work papers if such is needed to prepare the subject financial statements, and upon request management representation letters reasonably requested by the auditors in connection with the preparation of said financial statements. 10.9 Allocation of Purchase Price. Within 6 months after the Closing Date, Seller shall deliver to Buyer its proposed allocation of the Purchase Price. Buyer shall have the right to review and comment on the allocation and the parties shall use their reasonable good faith efforts to reach agreement on the allocations. 10.10 Waiver of Compliance. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by the other party only by a written instrument signed by the party granting the waiver. Any such waiver or failure to insist upon strict compliance with a term of this Agreement shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure to comply. 10.11 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given when delivered by hand or by facsimile transmission or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (a) If to Seller, to: Multimedia Cablevision, Inc. 1100 Wilson Boulevard Arlington, Virginia 22234 Attention: Daniel S. Ehrman Michael C. Burrus Fax No.: (703) 276-5510 with a copy to: Gannett Co., Inc. 1100 Wilson Boulevard Arlington, Virginia 22234 Attention: Thomas L. Chapple, Esq. Fax No.: (703) 558-3897 (b) If to Buyer, to: Protection One Alarm Monitoring, Inc. 6011 Bristol Parkway Culver City, California 90230 33 Facsimile: 310-649-3855 Attn.: John E. Mack III, Executive Vice President with copies to: Renee Kingsley, Esq. Senior Counsel Protection One, Inc. 4221 W. John Carpenter Freeway Irving, Texas 75063-2924 Facsimile: (972) 916-6904 Anthony A. Adler, Esq. Lessing E. Gold, Esq. Mitchell, Silberberg & Knupp LLP 11377 W. Olympic Blvd. Los Angeles, California 90064 Facsimile: (310) 312-3100 10.12 Assignment. This Agreement and all of its terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. This Agreement shall not be assigned by any party hereto. 10.13 Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware, without giving effect to its choice of law rules. 10.14 Bulk Sales Law. As an inducement to Buyer to waive compliance with the provisions of any applicable bulk transfer laws, Seller covenants that all debts, obligations and liabilities relating to the Business which are not expressly assumed by Buyer under this Agreement will be promptly paid and discharged by Seller as and when they become due and payable. Seller further agrees to indemnify and hold Buyer harmless from all Loss and Expense suffered by Buyer by reason of or arising out of claims made by creditors with respect to non-compliance with any bulk transfer law. 10.15 Public Announcements. Through the Closing, no public announcement (including an announcement to employees) or press release concerning the transactions provided for herein shall be made by any party without the prior written approval of the other parties, which consent shall not be unreasonably withheld or delayed, provided, however, that any party hereto (and any of their affiliates) may, subject to prior written notice to the other parties with an opportunity to review, publicly disclose the existence of this Agreement, and the terms hereof, and may file copies of this Agreement with the Securities and Exchange Commission, the National Association of Securities Dealers Inc., and any securities exchange, which disclosure and/or filing the party (or any affiliate thereof) believes in good faith to be required under any applicable federal or state 34 securities or "blue sky" laws, the rules and regulations promulgated thereunder or any rules and regulations of any securities exchange or securities self regulatory organization. 10.16 No Third Party Rights. Nothing in this Agreement shall be deemed to create any right on the part of any Person not a party to this Agreement. 10.17 Waiver of Jury Trial. The parties hereto specifically waive any right to trial by jury in any court with respect to any contractual, tortious or statutory claim, counterclaim or crossclaim against the others arising out of or connected in any way to this Agreement because the parties hereto, all of whom are represented by counsel, believe that the complex commercial aspects of their dealing with one another make a jury determination neither desirable nor appropriate. In the event a dispute arises under this Agreement, the parties agree to use good faith efforts to resolve it prior to litigation. In furtherance of this obligation, any dispute shall be referred to a senior executive officer of both Buyer and Seller who shall discuss the matter in good faith in an attempt to find a resolution. 10.18 Counterparts. This Agreement may be executed in identical counterparts and each counterpart hereof shall be deemed to be an original instrument, but all counterparts hereof taken together shall constitute a single document. 10.19 Knowledge. As used in this Agreement, the term knowledge as it relates to Seller means the actual knowledge of Michael C. Burrus, Mark C. Wilson and Harry Schenk without any duty of inquiry and as it relates to Buyer, means the actual knowledge of the officers, employees, agents and Persons working for Buyer who have participated in any aspect of the transactions contemplated by this Agreement. 10.20 Entire Agreement; Amendments. This Agreement, including the Exhibits and Schedules hereto and the documents delivered hereunder, embodies the entire agreement and understanding of the parties in respect of the subject matter hereof, and supersedes all prior agreements and understandings between the parties. This Agreement may not be amended except in a writing signed by both parties. The parties have caused this Agreement to be signed by their respective duly authorized officers as of the date first above written. Multimedia Cablevision, Inc. By: --------------------------- Title: ------------------------ Multimedia Security Service, Inc. By: --------------------------- Title: ------------------------ Protection One Alarm Monitoring, Inc. By: --------------------------- Title: ------------------------ EX-27.1 4 FINANCIAL DATA SCHEDULE
5 0000916230 PROTECTION ONE, INC. 1,000 3-MOS DEC-31-1998 MAR-31-1998 11,876 7,221 29,254 16,046 3,555 132,923 22,439 4,252 1,987,388 692,178 298,538 0 0 838 939,715 1,987,388 70,774 70,774 23,992 23,992 11,318 881 11,135 1,998 (795) 1,193 0 0 0 1,193 0.01 0.01
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