<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 9)*
LIFELINE SYSTEMS, INC.
-----------------------
(Name of Issuer)
Common Stock, $.02 par value
-----------------------
(Title of Class of Securities)
532192 10 1
----------------
(CUSIP Number)
December 31, 2000
------------------------------------------------
(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-1(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 (the "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. 532192 10 1 13G Page 1 of 5 Pages
--------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
L. Dennis Shapiro
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2. (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3.
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4.
United States
------------------------------------------------------------------------------
SOLE VOTING POWER
5.
NUMBER OF 581,099 (beneficial interest disclaimed in 4,124)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6.
130,734 (beneficial interest disclaimed in 130,734)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7.
REPORTING 581,099 (beneficial interest disclaimed in 4,124)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8.
130,734 (beneficial interest disclaimed in 130,734)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9.
576,975
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10.
[X]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.
9.6%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
12.
IN
------------------------------------------------------------------------------
-2-
<PAGE>
AMENDMENT NO. 9 TO SCHEDULE 13G
Item 1(a). Name of Issuer:
Lifeline Systems, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
111 Lawrence Street
Framingham, MA 01702-8156
Item 2(a). Name of Person Filing:
L. Dennis Shapiro
Item 2(b). Address of Residence:
24 Essex Road
Chestnut Hill, MA 02467
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, Par Value $.02
Item 2(e). CUSIP Number:
532192 10 1
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
-3-
<PAGE>
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment advisor in accordance with Rule 13d-
1(b)(1)(ii)(E).
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership:
a. Amount beneficially owned as of December 31, 2000: 711,833
shares, except as this amount may be limited by the explanations
contained in paragraphs 2 through 6 below:
1. 576,975 shares are owned directly by Mr. Shapiro (includes
3,000 shares which Mr. Shapiro had the right to acquire
within sixty days of December 31, 2000).
2. 4,124 shares are in the name of Mr. Shapiro as custodian for
his children. Mr. Shapiro has sole voting and dispositive
power over such shares, but he disclaims any beneficial
interest.
3. 17,062 shares are in the name of Mr. Shapiro's children. Mr.
Shapiro has shared voting and shared dispositive power over
such shares, but he disclaims any beneficial interest.
4. 12,360 shares are in the name of Mr. Shapiro's wife, as
custodian for their children. Mr. Shapiro has shared voting
and shared dispositive power over such shares, but he
disclaims any beneficial interest.
5. 66,000 shares are in the name of Mr. Shapiro's wife as a co-
trustee of three trusts. Mr. Shapiro has shared voting and
shared
-4-
<PAGE>
dispositive power over such shares, but he disclaims any
beneficial interest.
6. 35,312 shares are in the name of Mr. Shapiro's wife. Mr.
Shapiro has shared voting and shared dispositive power over
such shares, but he disclaims any beneficial interest.
b. Percent of class: 9.6%
c. Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 581,099 shares
(which includes 3,000 shares which Mr. Shapiro has the
right to acquire within sixty days after December 31,
2000);
(ii) shared power to vote or direct the vote: 130,734 shares;
(iii) sole power to dispose of or to direct the disposition of:
581,099 shares (which includes 3,000 shares which Mr.
Shapiro has the right to acquire within sixty days after
December 31, 2000); and
(iv) shared power to dispose of or to direct the disposition
of: 130,734 shares.
Item 5. Ownership of Five Percent or Less of a Class:
This Item is inapplicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Mr. Shapiro holds 4,124 shares as custodian for his children. Mr.
Shapiro's wife holds 12,360 shares for their children. These children
have the right to receive any dividends which may be declared and any
proceeds from the sale of these securities.
Mr. Shapiro's wife holds 66,000 shares as a co-trustee of three
trusts. The trusts, in which Mr. Shapiro holds no interest, have the
right to receive any dividends which may be declared and any proceeds
from the sale of these securities.
Mr. Shapiro's children own 17,062 shares and have the right to receive
any dividends which may be declared and any proceeds from the sale of
these securities.
-5-
<PAGE>
Mr. Shapiro's wife owns 35,312 shares and has the right to receive any
dividends which may be declared and any proceeds from the sale of
these securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
This Item is inapplicable.
Item 8. Identification and Classification of Members of the Group:
This Item is inapplicable.
Item 9. Notice of Dissolution of Group:
This Item is inapplicable.
Item 10. Certification:
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.
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.
/s/ L. Dennis Shapiro
-------------------------------
L. Dennis Shapiro
Chairman of the Board
Dated: January 16, 2001
-6-
