-----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, VI1XMDdocWv0wsBJ1iIB/XygW/1o35Zs444utWDqiSu26cGxdJe0eIG/8nq0yOWG gW8FOKLP5zJwv14Hl7TBYg== 0000922423-98-000083.txt : 19980130 0000922423-98-000083.hdr.sgml : 19980130 ACCESSION NUMBER: 0000922423-98-000083 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980129 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 SEC ACT: SEC FILE NUMBER: 005-44351 FILM NUMBER: 98517013 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: TYCO INTERNATIONAL LTD /BER/ CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: THE GIBBONS BUILDING STREET 2: 10 QUEENS STREET SUITE 301 CITY: HAMILTON HM 12 BERMU STATE: D0 BUSINESS PHONE: 4412928374 MAIL ADDRESS: STREET 1: C/O TYCO INTERNATIONAL (US) INC STREET 2: ONE TYCO PARK CITY: EXETER STATE: NH ZIP: 03833 FORMER COMPANY: FORMER CONFORMED NAME: ADT LIMITED DATE OF NAME CHANGE: 19930601 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 HOLMES PROTECTION GROUP, INC. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 436419105 (CUSIP Number) Mark H. Swartz Executive Vice President c/o Tyco International (US) Inc. One Tyco Park Exeter, NH 03833 (603) 778-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 28, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G 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: / / Page 1 of 7 pages Exhibit Index appears on page 5 SCHEDULE 13D CUSIP No. 436419105 Page 2 of 7 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tyco International Ltd. 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/ (b) 3) SEC USE ONLY 4) SOURCE OF FUNDS AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /__/ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts 7) SOLE VOTING POWER None NUMBER OF 8) SHARED VOTING POWER SHARES 1,515,886 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH None REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 1,515,886 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,515,886 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Item 5) /__/ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.0% (See Item 5) 14) TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 436419105 Page 3 of 7 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON T9 Acquisition Corp. 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/ (b) 3) SEC USE ONLY 4) SOURCE OF FUNDS AF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /__/ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts 7) SOLE VOTING POWER None NUMBER OF 8) SHARED VOTING POWER SHARES 1,515,886 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH None REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 1,515,886 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,515,886 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Item 5) /__/ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.0% (See Item 5) 14) TYPE OF REPORTING PERSON CO Schedule 13D Item 1. Security and Issuer. This Statement on Schedule 13D (the "Statement") relates to the Common Stock, $.01 par value (the "Common Stock"), of Holmes Protection Group, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 440 Ninth Avenue, New York, New York 10001. Item 2. Identity and Background. This Statement is being filed by Tyco International Ltd. and T9 Acquisition Corp. (the "Reporting Persons"). The information set forth in Item 2, "Identity and Background," of the Reporting Person's Tender Offer Statement on Schedule 14D-1, dated January 6, 1998, filed with respect to the Common Stock (as amended, the "Schedule 14D-1") is incorporated herein by reference. By filing this Statement, the Reporting Persons do not concede that it is a beneficial owner of more than 5% of the outstanding Common Stock. See Item 5. Item 3. Source and Amount of Funds or Other Consideration. The information set forth in Item 4, "Source and Amount of Funds or Other Consideration," of the Schedule 14D-1 is incorporated herein by reference. Item 4. Purpose of Transaction. The information set forth in Item 5, "Purpose of the Tender Offer and Plans or Proposals of the Issuer," of the Schedule 14D-1 is incorporated herein by reference. Item 5. Interest in Securities of the Issuer. The information set forth in Item 6, "Interest in Securities of the Subject Company," of the Schedule 14D-1 is incorporated herein by reference. Page 4 of 7 pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information set forth in Item 7, "Contracts, Arrangements, Understandings or Relationships with respect to the Subject Company's Securities," of the Schedule 14D-1 is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. The Exhibits filed pursuant to Item 11, "Material to be Filed as Exhibits" of the Schedule 14D-1 are incorporated herein by reference. Exhibit 1 hereto is an "Agreement of Joint Filing" pursuant to Rule 13d(1)-f promulgated under the Securities Exchange Act of 1934, as amended. Page 5 of 7 pages SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: January 29, 1998 TYCO INTERNATIONAL LTD. /s/ Mark Swartz --------------- By: Mark Swartz Executive Vice President Page 6 of 7 pages SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: January 29, 1998 T9 ACQUISITION CORP. /s/ Mark Swartz --------------- By: Mark Swartz Vice President Page 7 of 7 pages EXHIBIT 1 Agreement of Joint Filing Pursuant to 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this Agreement. TYCO INTERNATIONAL LTD. /s/ Mark Swartz --------------- By: Mark Swartz Executive Vice President T9 ACQUISITION CORP. /s/ Mark Swartz --------------- By: Mark Swartz Vice President -----END PRIVACY-ENHANCED MESSAGE-----