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0092534.01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Lifeline Systems, Inc.
(Name of Issuer)
Common Stock, $0.02 par value
(Title of Class of Securities)
53219210
---------------------------------------------------
(CUSIP Number)
Michael A. Noch
124 Eastwoods Road
Pound Ridge, New York 10576
(914) 764-5673
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
- with a copy to -
Jack H. Nusbaum, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
March 13, 1996
---------------------------------------------
(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. [ ]
Check the following box if a fee is being paid with the 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 five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(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).
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SCHEDULE 13D
<TABLE>
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CUSIP No. 53219210 Page 2 of 7 Pages -
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<S> <C>
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1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL A. NOCH
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------- --------- ---------------------------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 265,700
BY EACH REPORTING --------- ---------------------------------------------------------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
-
--------- ---------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
265,700
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10 SHARED DISPOSITIVE POWER
-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
265,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ----------- -----------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH
SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE
SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 7
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This statement amends and supplements the information
set forth in the Schedule 13D filed by Michael A. Noch (the "Reporting Person")
with the Securities and Exchange Commission regarding an event which
occurred on October 30, 1991 (the "Schedule 13D"), and is being filed pursuant
to Rule 13d-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). This Amendment
No. 1 is the first electronically filed amendment to the Schedule 13D;
therefore pursuant to Section 101(a)(2)(ii) of Regulation S-T, this amendment
amends and restates the Schedule 13D in its entirety.
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $.02
per share (the "Shares"), of Lifeline Systems, Inc., a Massachusetts
corporation (the "Company"), whose principal executive office is located at
640 Memorial Drive, Cambridge, Massachusetts 02139.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by the Reporting Person, a citizen
of the United States.
The principal business of the Reporting Person is
investments. The principal business address of the Reporting Person is 124
Eastwoods Road, Pound Ridge, New York 10576.
During the past five years, the Reporting Person has not
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor has he been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS
As of November 12, 1991, the aggregate purchase price
(including brokerage commissions) of the 316,500 Shares beneficially owned by
the Reporting Person was approximately $3,528,326. As of March 13, 1996, the
Reporting Person beneficially owned 265,700 Shares as a result of subsequent
purchases and sales. The source of funds used in purchasing the Shares was
the personal funds of the Reporting Person. No part of the purchase price
is represented by funds or other consideration borrowed or otherwise obtained
for the purpose of acquiring, holding, trading or voting the Shares. Each of
the Shares was purchased or sold in a regular way transaction effected in
the over-the-counter market.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired the Shares beneficially owned
by him for investment. The Reporting Person intends to review his investment in
the Company on a continuing basis and, depending on various factors,
including the Company's business affairs, prospects, financial position,
price levels of Shares, conditions in the securities markets, general
economic and industry conditions as well as other opportunities available
to him, will take such actions with respect to his investment in the
Company, including, but not limited to, purchasing additional Shares, as he
may deem appropriate in light of the circumstances existing from time to time.
The Reporting Person may, and hereby reserves the right to, sell at any time
some or all of his holdings in the open market or in privately negotiated
transactions to one or more purchasers under circumstances he may deem
appropriate.
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Although the foregoing describes activities and possibilities
presently contemplated or under consideration by the Reporting Person, the
intentions of the Reporting Person may change. Except as set forth herein, the
Reporting Person does not have any present plans or proposals that relate to
or would result in any of the actions required to be described in Item 4
of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of March 13, 1996, the Reporting Person beneficially
owned, in the aggregate, 265,700 Shares. Accordingly, for purposes of Rule
13d-3 promulgated under the Securities Exchange Act of 1934, as of such date,
the Reporting Person beneficially owned approximately 4.7% of the 5,667,905
Shares oustanding as of September 30, 1995, as reported in the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1995.
(b) The Reporting Person has sole voting power and sole
dispositive power with respect to all of the Shares beneficially owned by him.
(c) The following is a description of the transactions in the
Shares effected by the Reporting Person within the 60 day period immediately
preceding the date of this filing.
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<TABLE>
<S> <C> <C> <C>
DATE OF TRANSACTION (1) NO. OF SHARES PURCHASED NO. OF PRICE PER
--------------- --------- SHARES SOLD SHARE (2)
----------- ---------
3/13/96 25,000 $11.875
- -------------------
(1) Each of the transactions set forth in this table was a regular way
sale.
(2) Including brokerage commissions.
</TABLE>
d) Not applicable.
e) On March 13, 1996, the Reporting Person ceased to
be the beneficial owner of more than five percent of the Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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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.
March 21, 1996.
/s/ Michael A. Noch
Michael A. Noch
