SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PROTECTION ONE, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
74366330
(CUSIP Number)
Peter R. Vogelsang, Esq.
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
Tel. No.: (212) 703-5792
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 14, 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 statement because of Rule 13d-1(b)(3) or (4), check the
following: [ ].
Check the following box if a fee is being paid with this statement: [ ].
*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).
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 0008009071 | | Page 2 of 21 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Morgan Stanley Venture Capital Fund L.P. |
| | 133400949 |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |_| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | Not applicable. |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 875,275 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 875,275 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 875,275 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 7.1 |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | PN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 0008009071 | | Page 3 of 21 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Morgan Stanley Venture Partners L.P. |
| | 133375437 |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |_| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | Not applicable. |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 875,275 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 875,275 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 875,275 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 7.1 |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | PN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 0008009071 | | Page 4 of 21 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Morgan Stanley Venture Capital Inc. |
| | 133238534 |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |_| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | Not applicable. |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 875,275 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 875,275 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 875,275 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 7.1 |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 0008009071 | | Page 5 of 21 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Morgan Stanley Group Inc. |
| | 132838811 |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |_| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | Not applicable. |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(e) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 1,114,666 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 1,114,666 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,114,666 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 9.1 |
|____|____________________________________________________________________|
|
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 1 to Schedule 13D amends and restates the
Statement on Schedule 13D filed by the Filing Persons (as defined below) with
the Securities and Exchange Commission on December 26, 1995 (the "Schedule
13D").
Item 1. Security and Company.
The class of equity securities to which this statement relates
is the Common Stock (the "Common Stock"), $.01 par value per share, of
Protection One, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 6011 Bristol Parkway, Culver
City, California 90230.
Item 2. Identity and Background.
The names of the persons filing this statement are Morgan
Stanley Venture Capital Fund L.P., a Delaware limited partnership (the
"Fund"), Morgan Stanley Venture Partners L.P., a Delaware limited partnership
("Ventures"), Morgan Stanley Venture Capital Inc., a Delaware corporation
("MSVC"), and Morgan Stanley Group Inc., a Delaware corporation ("Morgan
Stanley") (collectively, the "Filing Persons").
The address of the principal business and principal office of
each of the Fund, Ventures and MSVC is 1221 Avenue of the Americas, New York,
New York 10020 and the address of the principal business and principal office
of Morgan Stanley is 1585 Broadway, New York, New York 10036.
Set forth in Schedule A is the name, citizenship, business or
residence address and present principal occupation or employment, as well as
the name, principal business and address of any corporation or other
organization in which such occupation or employment is conducted, of each of
the general partners of Ventures, as of the date hereof. Ventures is the sole
general partner of the Fund.
Set forth in Schedule B is the name, citizenship, business or
residence address and present principal occupation or employment, as well as
the name, principal business and address of any corporation or other
organization in which such occupation or employment is conducted, of each of
the directors and executive officers of MSVC, as of the date hereof.
Set forth in Schedule C is the name, citizenship, business or
residence address and present principal occupation or employment, as well as
the name, principal business and address of any corporation or other
organization in which such occupation or employment is conducted, of each of
the directors and executive officers of Morgan Stanley, as of the date hereof.
The principal business of each of the Filing Persons is as
follows: the Fund is a private venture capital fund; Ventures is the sole
general partner of the Fund; MSVC, a wholly-owned subsidiary of Morgan
Stanley, is the managing general partner of Ventures; and Morgan Stanley is a
financial services firm whose businesses include securities underwriting,
distribution and trading; merger, acquisition, restructuring, real estate,
project finance and other corporate finance advisory activities; merchant
banking and other principal investment activities; brokerage and research
services; asset management; the trading of foreign exchange and commodities as
well as derivatives on a broad range of asset categories; and global custody,
securities clearance services and securities lending.
During the last five years, neither the Filing Persons nor, to
the best knowledge of the Filing Persons, any of the persons named in Schedule
A, B or C has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding 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.
Item 3. Source and Amount of Funds or Other Consideration.
On February 9, 1996, the Company and certain stockholders,
including the Fund, completed a public offering (the "Secondary Offering") of
the Company's Common Stock through a syndicate of underwriters. Morgan
Stanley & Co. Incorporated ("MS&Co."), a wholly owned subsidiary of Morgan
Stanley, was the managing underwriter of the Secondary Offering.
Since February 9, 1996, MS&Co. has made a market in the Common
Stock in the ordinary course of its activities as a broker-dealer, and at the
close of business on February 12, 1996, MS&Co. had acquired 3,991 shares of
Common Stock in its trading account at prices ranging from $9.00 to $10.00.
The funds for the purchases were made available from MS&Co.'s working capital.
Item 4. Purpose of Transaction.
The Fund acquired the shares of Common Stock and MSAM and
MS&Co. acquired the warrants for investment. MS&Co. acquired shares of Common
Stock in the ordinary course of marketing-making activities in such shares.
None of the Fund, MSAM or MS&Co. had any plan or proposals which related to or
would have resulted in any of the transactions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Company.
(a) The Fund may be deemed to own beneficially
875,275 shares of Common Stock as of February 14, 1996. The Fund is the
record owner of 875,275 shares of Common Stock.
Ventures, as the sole general partner of the Fund, has the
power, on behalf of the Fund, to vote or direct the vote and to dispose or
direct the disposition of all of the Common Stock owned by the Fund. MSVC,
as the managing general partner of Ventures, has the power to control the
actions of Ventures on behalf of the Fund. Morgan Stanley, as the sole
shareholder of MSVC, has the power to control the actions of MSVC with
respect to Ventures and the Fund. Accordingly, each of Ventures, MSVC and
Morgan Stanley may be deemed to own beneficially the 875,275 shares of
Common Stock beneficially owned by the Fund. In addition, Morgan Stanley,
as the sole shareholder of Morgan Stanley Asset Management Inc. ("MSAM"),
has the power to control the actions of MSAM with respect to the
disposition of warrants to purchase 36,800 shares of Common Stock owned by
MSAM. Furthermore, Morgan Stanley, as the sole shareholder of MS&Co., has
the power to control the actions of MS&Co. with respect to (i) the
disposition of warrants to purchase 159,600 shares of Common Stock
beneficially owned by MS&Co. and (ii) the disposition of 3,991 shares of
Common Stock beneficially owned by MS&Co. that were acquired pursuant to
its market-making activities. Accordingly, Morgan Stanley may be deemed to
own beneficially the warrants to purchase 159,600 shares of Common Stock
and the 3,991 shares of Common Stock, in each case beneficially owned by
MS&Co., and the warrants to purchase 36,800 shares of Common Stock
beneficially owned by MSAM. In addition, the amount reported as Morgan
Stanley's beneficial ownership includes 39,000 shares held for clients over
which Morgan Stanley exercises investment discretion.
(b) The Filing Persons have sole power to vote and to dispose
of 0 shares of Common Stock.
(c) On February 9, 1996, pursuant to the Secondary Offering,
the Fund sold 382,447 shares of Common Stock, representing 3.1% of the shares
of Common Stock outstanding,(1) for an aggregate sale price of $3,614,124.
Since February 9, 1996, MS&Co. has made a market in the Common
Stock in the ordinary course of its activities as a broker-dealer, and at the
close of business on February 12, 1996, MS&Co. had acquired 3,991 shares of
Common Stock in its trading account at prices ranging from $9.00 to $10.00.
Except for the foregoing, neither the Filing Persons, nor any
other person controlling any of the Filing Persons, nor, to the best knowledge
of the Filing Persons, any person named in Schedule A, B or C hereto
beneficially owns any shares of Common Stock as of the date hereof.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Company.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
_____________
(1) Percentages are based on the 12,296,187 Shares of Common Stock
outstanding following the Secondary Offering.
SIGNATURES
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.
Date: February 14, 1996
MORGAN STANLEY VENTURE CAPITAL
FUND L.P.
By: Morgan Stanley Venture
Partners L.P., its general
partner
By: Morgan Stanley Venture
Capital Inc., its general
partner
By: /s/ Peter R. Vogelsang
____________________________
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY VENTURE
PARTNERS L.P.
By: Morgan Stanley Venture
Capital Inc., its general
partner
By: /s/ Peter R. Vogelsang
____________________________
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY VENTURE
CAPITAL INC.
By: /s/ Peter R. Vogelsang
____________________________
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY GROUP INC.
By: /s/ Peter R. Vogelsang
____________________________
Name: Peter R. Vogelsang
Title: Authorized Signatory
Schedule A
__________
GENERAL PARTNERS
OF MORGAN STANLEY VENTURE PARTNERS L.P.
The name, business address, title, and present principal
occupation or employment of each of the general partners of Morgan Stanley
Venture Partners L.P. ("Ventures") are set forth below. Ventures is the
general partner of Morgan Stanley Venture Capital Fund L.P. If no business
address is given the general partner's business address is 1221 Avenue of the
Americas, New York, New York 10020. Unless otherwise indicated, each
occupation set forth opposite a person's name refers to the Fund. Unless
otherwise indicated below, each of the persons listed below is a United States
citizen or a corporation incorporated under the laws of a state of the United
States.
Present Principal
Occupation Including
Name, Title and Name and Address(2)
Business Address of Employer
________________ ______________________
Morgan Stanley Venture.................. General Partner, Ventures
Capital Inc.
(General Partner)
Guy L. de Chazal........................ Managing Director, Morgan
(General Partner) Stanley & Co. Incorporated
Citizenship: United Kingdom ("Morgan Stanley & Co."),
a securities broker-dealer
Robert Loarie........................... Principal, Morgan Stanley
(General Partner) Co.
William Harding......................... Principal, Morgan Stanley &
(General Partner) Co.
____________
(2) Same address as general partner's business address except where
indicated.
Schedule B
__________
DIRECTORS AND EXECUTIVE OFFICERS
OF MORGAN STANLEY VENTURE CAPITAL INC.
The name, business address, title, and present principal
occupation or employment of each of the directors and executive officers of
Morgan Stanley Venture Capital Inc. ("MSVC") are set forth below. If no
business address is given the director's or officer's business address is 1221
Avenue of the Americas, New York, New York 10020. Unless otherwise indicated
below, all of the persons listed below are citizens of the United States of
America.
Present Principal
Occupation Including
Name, Title and Name and Address(3)
Business Address of Employer
________________ _____________________
Donald P. Brennan....................... Managing Director, Morgan
(Chairman of the Stanley & Co. Incorporated
Board of Directors) ("Morgan Stanley & Co."),
a securities broker-dealer
Guy L. de Chazal........................ Managing Director, Morgan
(President and Director) Stanley & Co.
Citizenship: United Kingdom
Clinton Gartin.......................... Managing Director, Morgan
(Director) Stanley & Co.
Dennis G. Sherva........................ Managing Director, Morgan
(Director) Stanley & Co.
Frank V. Sica........................... Managing Director, Morgan
(Director) Stanley & Co.
Frank P. Quattrone...................... Managing Director, Morgan
(Director) Stanley & Co.
Robert J. Loarie........................ Principal, Morgan Stanley
(Director and Vice President) & Co.
William Harding......................... Principal, Morgan Stanley
(Director and Vice President) & Co.
______________
(3) Same address as director's or officer's business address except where
indicated.
Schedule C
__________
DIRECTORS AND EXECUTIVE OFFICERS
OF MORGAN STANLEY GROUP INC.
The name, business address, title, and present principal
occupation or employment of each of the directors and executive officers of
Morgan Stanley Group Inc. ("Morgan Stanley") are set forth below. If no
business address is given the director's or officer's business address is 1585
Broadway, New York, New York 10036. Unless otherwise indicated below, all of
the persons listed below are citizens of the United States of America.
Present Principal
Occupation Including
Name, Title and Name and Address(4)
Business Address of Employer
________________ _____________________
Richard B. Fisher....................... Chairman of the Board of
(Chairman of the Board Directors and Director,
of Directors and Director) Morgan Stanley
John J. Mack............................ President and Director,
(President and Director) Morgan Stanley
Philip N. Duff.......................... Chief Financial Officer,
(Chief Financial Officer) Morgan Stanley
Charles B. Hintz........................ Treasurer, Morgan Stanley
(Treasurer)
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
Jonathan M. Clark....................... Secretary and General
(Secretary and Counsel, Morgan Stanley
General Counsel)
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020
Barton M. Biggs......................... Managing Director, Morgan
(Director) Stanley & Co.
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
Daniel B. Burke......................... Retired
(Director)
Capital Cities/ABC, Inc.,
77 W. 66th Street, Tenth
Floor, New York, NY
10023-6298
Richard B. Cheney....................... Chairman, Halliburton
(Director) Company
Halliburton Company
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
S. Parker Gilbert....................... Retired
(Director)
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020
Peter F. Karches........................ Managing Director, Morgan
(Director) Stanley & Co.
Sir David Alan Walker................... Managing Director, Morgan
(Director) Stanley & Co.
Citizenship: United Kingdom
25 Cabot Square
Canary Wharf
London E14 4 QA, England
Allen E. Murray........................ Chairman of the Board of
(Director) Directors and Chief
Mobil Corporation Executive Officer, Mobil
150 East 42nd Street Corporation
24th Floor
New York, New York 10017
Paul J. Rizzo........................... Retired
(Director)
73 Weaver Street
Greenwich, Connecticut 06381
____________
(4) Same address as director's or officer's business address except where
indicated.
