-----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, JbFJaalch9cXNR1Va6d12Qs+NG04c7Nd9Qyw0nhXMARmt5G8MthohcHvL60giMfd 4SZpUWATj51KRS3ndI0GYQ== 0000899140-09-001075.txt : 20090605 0000899140-09-001075.hdr.sgml : 20090605 20090605171022 ACCESSION NUMBER: 0000899140-09-001075 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090603 FILED AS OF DATE: 20090605 DATE AS OF CHANGE: 20090605 ISSUER: 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: 1231 BUSINESS ADDRESS: STREET 1: 1035 N. 3RD ST. STREET 2: SUITE 101 CITY: LAWRENCE STATE: KS ZIP: 66044 BUSINESS PHONE: 785 856 5500 MAIL ADDRESS: STREET 1: 1035 N. 3RD ST. STREET 2: SUITE 101 CITY: LAWRENCE STATE: KS ZIP: 66044 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Monarch Alternative Capital LP CENTRAL INDEX KEY: 0001281084 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12181-01 FILM NUMBER: 09877920 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212-418-1700 MAIL ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 FORMER NAME: FORMER CONFORMED NAME: Quadrangle Debt Recovery Advisors LP DATE OF NAME CHANGE: 20070125 FORMER NAME: FORMER CONFORMED NAME: Quadrangle Debt Recovery Advisors LLC DATE OF NAME CHANGE: 20061013 FORMER NAME: FORMER CONFORMED NAME: QDRA LLC DATE OF NAME CHANGE: 20040223 4 1 monarchaclp_poix4-060509ex.xml X0303 4 2009-06-03 0 0000916230 PROTECTION ONE INC POIX 0001281084 Monarch Alternative Capital LP 535 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 Common Stock, par value $0.01 per share 2009-06-03 2009-06-03 4 P 0 12000 2.479 A 5913942 I See footnotes Common Stock, par value $0.01 per share 2009-06-04 2009-06-04 4 P 0 3790 2.5 A 5917732 I See footnotes See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. Monarch Alternative Capital LP's (the Investment Manager") initial Section 16 filing with respect to Protection One (a Form 3 filed on February 27, 2004), was filed jointly by the Investment Manager, Monarch Master Funding Ltd (f/k/a Quadrangle Master Funding Ltd) ("MMFL") and certain other entities and parties (the "Other Initial Joint Filers") that were affiliated with the Investment Manager and MMFL at such time. As a result of restructuring transactions effective as of December 31, 2007, the Investment Manager and MMFL are no longer affiliated with the Other Initial Joint Filers and the Investment Manager was allocated 568,609 shares of Protection One Common Stock, which previously had been held through entities jointly owned with the Other Initial Joint Filers and became separately beneficially owned by the Investment Manager through certain affiliates. In addition, it was recently determined that the interests of the Investment Manager are and were directly owned by Monarch Debt Recovery Master Fund Ltd and Monarch Opportunities Master Fund Ltd, not MMFL as previously reported. /s/ Michael Weinstock 2009-06-05 EX-99 2 m060509.txt 99.1- EXPLANATION OF RESPONSES Exhibit 99.1 Explanation of Responses: 1. On June 3, 2009, Monarch Capital Master Partners LP, a Cayman Islands limited partnership ("Capital Master Partners"), purchased 12,000 shares of Protection One, Inc. common stock (the "Common Stock"). 2. Monarch Alternative Capital LP, a Delaware limited partnership (the "Investment Manager") (f/k/a QDRA LLC and Quadrangle Debt Recovery Advisors LP), is the investment manager with respect to the Master Funds (as defined below) and may be deemed to have beneficial ownership over the securities held by the Master Funds and their respective feeder funds. The Investment Manager disclaims beneficial ownership of the securities included in this report and this report shall not be deemed an admission that the Investment Manager is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of such person's pecuniary interest therein. 3. Two affiliates of Capital Master Partners, Monarch Debt Recovery Master Fund Ltd, a Cayman Islands exempted company ("Debt Recovery Master Fund"), and Monarch Opportunities Master Fund Ltd, a Cayman Islands exempted company ("Opportunities Master Fund", and together with Debt Recovery Master Fund and Capital Master Partners, the "Master Funds"), already own 5,533,071 and 368,871 shares of Common Stock, respectively. 4. On June 4, 2009, Capital Master Partners purchased 3,790 shares of Common Stock. -----END PRIVACY-ENHANCED MESSAGE-----