8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report	May 24, 2004
(Date of earliest event reported)

Protection One, Inc.	Protection One Alarm Monitoring, Inc.
(Exact Name of Registrant as Specified in Charter)	(Exact Name of Registrant as Specified in Charter)
Delaware	Delaware
(State or Other Jurisdiction of Incorporation)	(State or Other Jurisdiction of Incorporation)
1-12181-01	1-12181
(Commission File Number)	(Commission File Number)
93-1063818	93-1065479
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)
818 S. Kansas Avenue Topeka, Kansas 66612	818 S. Kansas Avenue Topeka, Kansas 66612
(Address of Principal Executive Offices, Including Zip Code)	(Address of Principal Executive Offices, Including Zip Code)
(785) 575-1707	(785) 575-1707
(Registrant’s Telephone Number, Including Area Code)	(Registrant’s Telephone Number, Including Area Code)

Item 5. Other Events.

On May 24, 2004, Protection One, Inc. (the “Company”) reached an agreement to further extend the standstill agreements among the Company, Protection One Alarm Monitoring, Inc., Network Multi-Family Security Corporation, POI Acquisition, L.L.C., POI Acquisition I, Inc. and Quadrangle Master Funding Ltd.  The terms of the new extensions require the applicable Quadrangle Group LLC affiliate, under certain conditions, to continue to forbear until June 1, 2004 from (i) exercising any rights and taking any enforcement and collection actions as a result of the occurrence of specified defaults under the revolving credit facility and (ii) exercising any rights to which such affiliate is entitled as a result of its equity ownership in the Company.

The extension agreements are attached hereto as Exhibits 10.1 and 10.2, respectively.

Item 7. Financial Statements and Exhibits.

(c) Exhibits:

Exhibit 10.1	Agreement to extend credit facility standstill, dated May 24, 2004, among Protection One, Inc., Protection One Alarm Monitoring, Inc., Network Multi-Family Security Corporation, POI Acquisition, L.L.C. and Quadrangle Master Funding Ltd.
Exhibit 10.2	Agreement to extend equity standstill, dated May 24, 2004, between Protection One, Inc. and POI Acquisition I, Inc.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROTECTION ONE, INC.
Date: May 25, 2004	By:	/s/ Darius G. Nevin
	Name: Darius G. Nevin
	Title: Executive Vice President and Chief Financial Officer
	PROTECTION ONE ALARM MONITORING, INC.
Date: May 25, 2004	By:	/s/ Darius G. Nevin
	Name: Darius G. Nevin
	Title: Executive Vice President and Chief Financial Officer

3

EX-10.1

Exhibit 10.1

POI ACQUISITION, L.L.C.
QUADRANGLE MASTER FUNDING LTD

May 24, 2004

Protection One Alarm Monitoring, Inc.
Protection One, Inc.
Network Multi-Family Security Corporation
c/o Protection One Alarm Monitoring, Inc.
818 South Kansas Avenue
Topeka, Kansas 66612

Ladies and Gentlemen:

We refer to the:  (a) Credit Facility Standstill Agreement, dated as of February 17, 2004 (the “Agreement”), among Protection One Alarm Monitoring, Inc. (“POAM”), Protection One, Inc., (“POI”), Network Multi-Family Security Corporation (“Network”) and POI Acquisition, L.L.C. (“POI Acquisition”); (b) letter from Quadrangle Master Funding Ltd (“Quadrangle”) to POAM, dated February 27, 2004:  (i) advising POAM of Quadrangle’s assumption from POI Acquisition of one-third of the obligations under the Credit Facility; and (ii) confirming Quadrangle’s agreement to be bound by the obligations of POI Acquisition set forth in the Agreement; and (c) letter from POI Acquisition and Quadrangle to POAM, POI and Network, dated May 17, 2004, amending the term of the Agreement (except as otherwise provided therein).  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

Pursuant to section 3 of the Agreement, the Agreement shall terminate and be of no further force and effect on the Debt Specified Date (which currently, under clause (i), is May 24, 2004).  By this letter and at your request, we hereby agree to amend the definition of the Outside Date to mean 11:59 p.m. prevailing Eastern time on the date that is 104 days after the Effective Time (the “Amendment”); provided, however, that this Amendment shall not apply to section 5 of the Agreement.  Except as otherwise provided herein, the Agreement shall remain in full force and effect subject to the terms and provisions thereof.

This letter may be executed in counterparts.  Please confirm your agreement with the foregoing by signing and returning to the undersigned the duplicate copy of this letter enclosed herewith.

Very truly yours,

POI ACQUISITION, L.L.C.
By:	/s/ David A. Tanner
Name:		David A. Tanner
Title:
QUADRANGLE MASTER
FUNDING LTD
By:	/s/ Michael Weinstock
Name:		Michael Weinstock
Title:		Member
Agreed as of the date first written above:
PROTECTION ONE ALARM
MONITORING, INC.
By:	/s/ Darius G. Nevin
Name: Darius G. Nevin
Title: Executive Vice President and Chief
Financial Officer
PROTECTION ONE, INC.
By:	/s/ Darius G. Nevin
Name: Darius G. Nevin
Title: Executive Vice President and Chief
Financial Officer
NETWORK MULTI-FAMILY
SECURITY CORPORATION
By:	/s/ Steve Williams
Name: Steve Williams
Title: President

EX-10.2

Exhibit 10.2

POI ACQUISITION I, INC.

May 24, 2004

Protection One, Inc.
818 South Kansas Avenue
Topeka, Kansas  66612

Attn:Darius G. Nevin
Executive Vice President and Chief Financial Officer

Dear Mr. Nevin:

We refer to the:  (a) Equity Standstill Agreement, dated as of February 17, 2004 (the “Agreement”), by and between Protection One, Inc. (“POI”) and POI Acquisition I, Inc. (“POI Acquisition”); and (b) letter from POI Acquisition to POI, dated May 17, 2004, amending the term of the Agreement.  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

Pursuant to section 2.02 of the Agreement, the Agreement shall terminate and be of no further force and effect on the Specified Date (which currently, under clause (i), is May 24, 2004).  By this letter and at your request, we hereby agree to amend the definition of the Specified Date to mean the earlier of:  (i) 11:59 p.m. prevailing Eastern time on the date that is 104 days after the Effective Time; or (ii) the occurrence of any Equity Standstill Termination Event.  Except as otherwise provided herein, the Agreement shall remain in full force and effect subject to the terms and provisions thereof.

This letter may be executed in counterparts.  Please confirm your agreement with the foregoing by signing and returning to the undersigned the duplicate copy of this letter enclosed herewith.

Very truly yours,

POI ACQUISITION I, INC.

By:	/s/ David A. Tanner
Name: David A. Tanner
Title:
Agreed as of the date first written above:
PROTECTION ONE, INC.
By:	/s/ Darius G. Nevin
Name: Darius G. Nevin
Title: Executive Vice President and Chief
Financial Officer