-----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, PlQSJaAk7uSTgpxgvQ7lDgx1OGZBfAz7TGPn6G4A27J5pCZ20eTOq+bjogcS2hCo Wl5fCkupGR8E0XcI6qyT7A== 0000889812-99-000502.txt : 19990215 0000889812-99-000502.hdr.sgml : 19990215 ACCESSION NUMBER: 0000889812-99-000502 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 SUBJECT COMPANY: 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: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-45461 FILM NUMBER: 99533661 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PATRICOF & CO VENTURES INC CENTRAL INDEX KEY: 0000938219 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132647531 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127536300 MAIL ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 AMENDMENT NO. 1 OMB APPROVAL ------------------------------ OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response......14.90 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* PROTECTION ONE, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 743663304 - -------------------------------------------------------------------------------- (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 pages CUSIP No. 7437663304 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) PATRICOF & CO. VENTURES, INC. / 13-2647531 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK 5 SOLE VOTING POWER -0- NUMBER OF 6 SHARED VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER EACH -0- REPORTING PERSON 8 SHARED DISPOSITIVE POWER WITH -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% 12 TYPE OF REPORTING PERSON (See Instructions) CO Page 2 of 6 pages Item 1. (a) Name of Issuer: PROTECTION ONE, INC. (b) Address of Issuer's Principal Executive Offices: 6011 BRISTOL PARKWAY, CULVER CITY, CA 90230 Item 2. (a) Name of Person Filing: PATRICOF & CO. VENTURES, INC. (b) Address of Principal Business Office or, if none, Residence: 445 PARK AVENUE, NEW YORK, NY 10022 (c) Citizenship: NEW YORK (d) Title of Class of Securities: COMMON STOCK (e) CUSIP Number: 74366304 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (a) |_| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) |_| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) |_| Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). (f) |_| Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). Page 3 of 6 pages (g) |_| Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). (h) |_| Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) |_| Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). Item 4. Ownership: (a) Amount Beneficially Owned: -0-* (b) Percent of Class: 0% (c) Number of Shares as to which the person has: (i) sole power to vote or direct the vote -0-* (ii) shared power to vote or direct the vote -0-* (iii) sole power to dispose or direct the disposition of -0-* (iv) shared power to dispose or direct the disposition of -0-* *SEE RIDER A ATTACHED Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following |X|. Item 6. Ownership of More than Five Percent on Behalf of Another Person: NOT APPLICABLE Page 4 of 6 pages Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: NOT APPLICABLE Item 8. Identification and Classification of Members of the Group: NOT APPLICABLE Item 9. Notice of Dissolution of Group: NOT APPLICABLE Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. PATRICOF & CO. VENTURES, INC. BY: /s/ Alan Patricof ----------------------------------- Name: Alan Patricof Title: Co-Chairman of the Board Date: February 8, 1999 Page 5 of 6 pages RIDER A PATRICOF & CO. VENTURES, INC. ("PATRICOF") WAS DEEMED TO BE THE BENEFICIAL OWNER OF COMMON STOCK OWNED BY APA EXCELSIOR III, A DELAWARE LIMITED PARTNERSHIP ("EXCELSIOR III"), BY APA EXCELSIOR III/OFFSHORE, L.P., A DELAWARE LIMITED PARTNERSHIP ("OFFSHORE") AND BY COAL PENSION VENTURE NOMINEES, LTD., A U.K. COMPANY ("COAL"). EACH OF SUCH ENTITIES IS MANAGED OR ADVISED BY PATRICOF AND, AS SUCH, PATRICOF WAS DEEMED TO HAVE SHARED VOTING AND DISPOSITIVE POWER WITH THE GENERAL PARTNERS OF EXCELSIOR III AND OFFSHORE WITH RESPECT TO SHARES OF COMMON STOCK OWNED BY EXCELSIOR III AND OFFSHORE AND SOLE VOTING AND DISPOSITIVE POWER WITH RESPECT TO SHARES OF COMMON STOCK OWNED BY COAL. Page 6 of 6 pages -----END PRIVACY-ENHANCED MESSAGE-----