SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Alarmguard Holdings, Inc.
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(Name of Issuer)
Common Stock, $0.0001 par value
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(Title of Class of Securities)
011649100
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(CUSIP Number)
February 2, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-(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>
CUSIP No. 011649100
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
OZ Management, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0 Shares
6 SHARED VOTING POWER
1,121,212 Shares
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
1,121,212 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,121,212 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
<PAGE>
CUSIP No. 011649100
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
OZ Master Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
242,424 Shares
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
242,424 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
242,424 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 011649100
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
Ziff Asset Management, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
848,484 Shares
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
848,484 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
848,484 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
<PAGE>
Item 1(a). Name of issuer:
Alarmguard Holdings, Inc., a Delaware corporation (the "Company").
Item 1(b). Address of issuer's principal executive offices:
125 Frontage Road, Orange, Connecticut 06477.
Item 2(a). Name of person filing:
This statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) OZ Management, L.L.C., a Delaware limited liability company ("OZ
Management");
ii) OZ Master Fund, Ltd., an exempted company incorporated under the
laws of the Cayman Islands ("OZ Master Fund"); and
iii) Ziff Asset Management, L.P., a Delaware limited partnership ("Ziff
Asset Management").
This Statement relates to shares of Common Stock of the Company
("Shares") held for the accounts of OZ Master Fund and Ziff Asset Management.
OZ Management serves as principal investment manager to OZ Master Fund, and as
such, has been granted investment discretion over portfolio investments,
including the Shares, held for the account of OZ Master Fund. OZ Management
also shares voting and investment authority with Ziff Asset Management over
the portfolio investments, including the Shares, of an investment account of
Ziff Asset Management. Mr. Daniel S. Och is the managing member of OZ
Management, and may be deemed to control such entity.
Item 2(b). Address of principal business office or, if none, residence:
The address of the principal business office of OZ Management is 153
East 53rd Street, 44th Floor, New York, New York 10022.
The address of the principal business office of OZ Master Fund is c/o
Goldman Sachs (Cayman) Trust, Limited, P.O. Box 896 G.T., Harbour Centre,
Second Floor, North Church Street, George Town, Grand Cayman, Cayman Islands,
B.W.I.
The address of the principal business office of Ziff Asset Management is
156 Greenwich Avenue, Unit 2A, Greenwich, Connecticut 06830.
Item 2(c). Citizenship:
i) OZ Management is a Delaware limited liability company;
ii) OZ Master Fund is a Cayman Islands exempted limited company; and
iii) Ziff Asset Management is a Delaware limited partnership.
Item 2(d). Title of class of securities:
Common Stock
Item 2(e). CUSIP No.:
011649100
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or Rule
13d-2(b) or (c), check whether the person filing is a:
(a) - (j) Not applicable
If this statement is filed pursuant to Rule 13d-1(c), check this box.
[x]
Item 4. Ownership.
See cover page for each Reporting Person.
Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable.
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. Certifications
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.
Dated: April 14, 1998. OZ MANAGEMENT, L.L.C.
By: /s/ Daniel S. Och
--------------------------------
Name: Daniel S. Och
Title: Managing Member
Dated: April 14, 1998. OZ MASTER FUND, LTD.
By: OZ MANAGEMENT, L.L.C.
as Investment Manager
By: /s/ Daniel S. Och
----------------------------------
Name: Daniel S. Och
Title: Managing Member
Dated: April 14, 1998. ZIFF ASSET MANAGEMENT, L.P.
By: PBK Holdings, Inc.
as General Partner
By: /s/ Philip B. Korsant
-----------------------------------
Name: Philip B. Korsant
Title: President
EXHIBIT A
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of
1934, the undersigned agree to the joint filing of a Statement on Schedule 13G
(including any and all amendments thereto, and any filing on Schedule 13D
relating to the same investment) with respect to the shares of common stock,
par value $0.0001 per share, of Alarmguard Holdings, Inc., and further agree
that this Joint Filing Agreement be included as an Exhibit thereto. In
addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such
Statement.
Dated: April 14, 1998. OZ MANAGEMENT, L.L.C.
By: /s/ Daniel S. Och
--------------------------------
Name: Daniel S. Och
Title: Managing Member
Dated: April 14, 1998. OZ MASTER FUND, LTD.
By: OZ MANAGEMENT, L.L.C.
as Investment Manager
By: /s/ Daniel S. Och
----------------------------------
Name: Daniel S. Och
Title: Managing Member
Dated: April 14, 1998. ZIFF ASSET MANAGEMENT, L.P.
By: PBK Holdings, Inc.
as General Partner
By: /s/ Philip B. Korsant
-----------------------------------
Name: Philip B. Korsant
Title: President
