-----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, GL2gqcZOySx0Pd1es28ltEaH/3DiWE7p05N/owe5I5ehR8E8T/XuXXAJzIBEgBwa d/t2Fyp1aKGN1ICv2D8luA== 0000905718-96-000262.txt : 19961015 0000905718-96-000262.hdr.sgml : 19961015 ACCESSION NUMBER: 0000905718-96-000262 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961011 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOLMES PROTECTION GROUP INC CENTRAL INDEX KEY: 0000926764 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 061070719 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44351 FILM NUMBER: 96642298 BUSINESS ADDRESS: STREET 1: 440 9TH AVE CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2127600630 MAIL ADDRESS: STREET 1: 440 9TH AVENUE CITY: NEW YORK STATE: NY ZIP: 10001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG STEPHEN CENTRAL INDEX KEY: 0000947822 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 841103135 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 950 THIRD AVENUE STREET 2: TWENTIETH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124216300 MAIL ADDRESS: STREET 1: 950 THIRD AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SCHEDULE 13D FOR HOLMES PROTECTION GROUP, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 (Amendment No. 1)* HOLMES PROTECTION GROUP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 436419105 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Stephen Feinberg Robert G. Minion, Esq. 950 Third Avenue Lowenstein, Sandler, Kohl, Twentieth Floor Fisher & Boylan, P.A. New York, New York 10022 65 Livingston Avenue (212) 421-2600 Roseland, New Jersey 07068 (201) 992-8700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) October 2, 1996 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box.[ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule l3d-1(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). - -------------------------------------------------------------------------------- 1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above Persons): Stephen Feinberg - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: * Shares Beneficially 8) Shared Voting Power: * Owned by Each Reporting 9) Sole Dispositive Power: * Person With: 10) Shared Dispositive Power: * - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 389,000* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 6.7%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IA, IN - -------------------------------------------------------------------------------- * 88,500 shares (1.5%) of Holmes Protection Group, Inc. common stock are owned by Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus"). 112,500 shares (1.9%) of Holmes Protection Group, Inc. common stock are owned by Cerberus International, Ltd., a corporation organized under the laws of the Bahamas ("International"). 9,000 shares (0.2%) of Holmes Protection Group, Inc. common stock are owned by Ultra Cerberus Fund, Ltd., a corporation organized under the laws of the Bahamas ("Ultra"). Stephen Feinberg possesses sole voting and investment control over all securities owned by Cerberus, International and Ultra. In addition, 179,000 shares (3.1%) of Holmes Protection Group, Inc. common stock are owned by various other persons and entities for which Stephen Feinberg possesses certain investment authority. See Item 5 for further information on the computation of percentages set forth herein. Item 5. Interest in Securities of the Issuer. Based upon information provided by management of HPGI, on September 27, 1996 there were issued and outstanding 5,828,062 shares of common stock of HPGI. As of such date, Cerberus owned 88,500 of such shares, or 1.5% of those outstanding; International owned 112,500 of such shares, or 1.9% of those outstanding; Ultra owned 9,000 of such shares, or 0.2% of those outstanding and the Funds in the aggregate owned 179,000 of such shares, or 3.1% of those outstanding. Stephen Feinberg possesses (i) sole power to vote and direct the disposition of all shares of common stock of HPGI owned by each of Cerberus, International and Ultra and possesses (i) power to direct the disposition of the shares of common stock of HPGI owned by the Funds. The only transactions by each of Cerberus, International, Ultra and the Funds in shares of common stock of HPGI since the filing of the Schedule 13D by Mr. Feinberg as of September 25, 1996 were as follows (each of which were effected in ordinary brokers transactions): A. Cerberus Date Quantity Price (Purchases) September 26, 1996 7,000 $11.25 October 2, 1996 7,500 $11.62 (Sales) NONE B. International Date Quantity Price (Purchases) October 2, 1996 7,500 $11.62 (Sales) NONE C. Ultra Date Quantity Price (Purchases) NONE (Sales) NONE D. The Funds Date Quantity Price (Purchases) September 26, 1996 17,400 $11.25 October 1, 1996 10,000 $11.62 October 2, 1996 15,000 $11.62 (Sales) NONE Signature After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. October 8, 1996 /s/ Stephen Feinberg ______________________________________ Stephen Feinberg, in his capacity as the general partner of Cerberus Associates, L.P., the general partner of Cerberus Partners, L.P. and as the investment manager for each of Cerberus International, Ltd., Ultra Cerberus Fund, Ltd. and the Funds ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----