SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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) 762-8422
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 17, 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 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 22 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
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 29
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
29
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 0008009071 Page 3 of 22 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
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 159,891
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
159,891
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,891
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 0008009071 Page 4 of 22 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
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 159,891
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
159,891
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,891
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 0008009071 Page 5 of 22 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
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 395,993
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
395,993
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
395,993
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 2 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, and amended and
restated on February 14, 1996 (the "Schedule 13D").
Item 1. Security and Issuer.
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 global 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.
Not applicable.
Item 4. Purpose of Transaction.
(a) On January 17, 1997, the Fund made a distribution-in-kind to
its partners (the "Distribution") of 875,246 shares of Common Stock deemed
beneficially owned by the Fund. This Distribution represented substantially
all of the Common Stock held by the Fund.(1) Accordingly, after giving effect
to the Distribution and as of January 17, 1997, the Fund beneficially owned 29
shares of Common Stock. The Distribution was made in the normal course of the
Fund's investment business. None of the Filing Persons had any plans or
proposals which related to or would have resulted in any of the transactions
described in subparagraphs (b) through (j) of Item 4 of Schedule 13D.
- -------------------
(1) The Fund retained 29 shares of Common Stock that could not be divided
evenly among the partners.
Item 5. Interest in Securities of the Company.
(a) As a result of the Distribution, the Fund may be deemed to
own beneficially 29 shares of Common Stock as of January 17, 1997. The Fund
is currently the record owner of 29 shares of Common Stock.
Ventures, as the sole general partner of the Fund, received
159,862 shares of Common Stock from the Fund as a result of the Distribution.
As the sole general partner of the Fund, Ventures 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. Thus on January 17, 1997,
Ventures was the beneficial owner of 159,891 shares of Common Stock. MSVC, as
the managing general partner of Ventures, has the power to control the actions
of Ventures with respect to Ventures' disposition of the Common Stock. Morgan
Stanley, as the sole shareholder of MSVC, has the power to control the actions
of MSVC with respect to Ventures. Accordingly, each of MSVC and Morgan
Stanley may be deemed to own beneficially the 159,891 shares of Common Stock
beneficially owned by Ventures. The remaining 715,384 shares of the Fund's
Common Stock were distributed to the Fund's limited partners. Because
Ventures, MSVC and Morgan Stanley exercise no control over any of the limited
partners, Ventures, MSVC, and Morgan Stanley do not own beneficially any of
the shares distributed to the limited partners.
In addition to its beneficial ownership of Common Stock through
Ventures, 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 (i) 8,671 shares of Common Stock, and (ii)
warrants to purchase 36,800 shares of Common Stock, in each case beneficially
owned by MSAM. Furthermore, Morgan Stanley, as the sole shareholder of Morgan
Stanley & Co. Incorporated ("MS&Co."), has the power to control the actions of
MS&Co. with respect to the disposition of (i) warrants to purchase 187,600
shares of Common Stock and (ii) 3,031 shares of Common Stock, in each case
beneficially owned by MS&Co. Accordingly, Morgan Stanley may be deemed to own
beneficially the warrants to purchase 224,400 shares of Common Stock and the
11,702 shares of Common Stock, which includes 45,471 shares held for clients
over which Morgan Stanley exercises investment discretion.
(b) The Fund has sole power to vote or to direct the vote of
or to dispose or to direct the disposition of 0 shares of Common Stock and
shared power to vote or to direct the vote of or to dispose or to direct the
disposition of 29 shares of Common Stock. Ventures and MSVC have sole power
to vote or to direct the vote of or to dispose or to direct the disposition of
0 shares of Common Stock and shared power to vote or to direct the vote of or
to dispose or to direct the disposition of 159,891 shares of Common Stock.
Morgan Stanley has sole power to vote or to direct the vote of or to dispose
or to direct the disposition of 0 shares of Common Stock and shared power to
vote or to direct the vote of or to dispose or to direct the disposition of
395,993 shares of Common Stock.
(c) On January 17, 1997, pursuant to the Distribution, the
Fund distributed in kind 875,246 shares of Common Stock to its partners,
representing 6.5% of the shares of Common Stock outstanding.(2) The Fund
distributed in kind 159,862 shares of Common Stock to Ventures representing
1.2% of the Common Stock outstanding and retained 29 shares. As described in
detail in Item 5(a), Ventures, MSVC, and Morgan Stanley each beneficially own
these 159,891 shares of Common Stock. In addition, Morgan Stanley
beneficially owns Common Stock and warrants to purchase Common Stock
aggregating 236,102 shares.
- ------------
(2)Percentages are based on the 13,466,671 Shares of Common Stock
outstanding as stated in the Company's Form 10K for its fiscal year ended
September 30, 1996.
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) The Filing Persons ceased to be the beneficial owners of
more than 5% of the Common Stock on January 17, 1997.
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.
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: January 23, 1997
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(1)
Business Address of Employer
---------------- --------------------
Morgan Stanley Venture.................... General Partner,
Capital Inc. Ventures
(General Partner)
Guy L. de Chazal.......................... Managing Director,
(General Partner) Morgan Stanley &
Citizenship: United Kingdom Co. Incorporated
("Morgan Stanley &
Co."), a
securities broker-
dealer
Robert Loarie............................. Principal, Morgan
(General Partner) Stanley & Co.
William Harding........................... Principal, Morgan
(General Partner) Stanley & Co.
- ------------
(1) 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(2)
Business Address of Employer
---------------- --------------------
James M. Allwin........................... Managing Director,
(Chairman of the Morgan Stanley &
Board of Directors) Co. Incorporated
("Morgan Stanley
& Co."), a
securities
broker-dealer
Guy L. de Chazal.......................... Managing Director,
(Director) Morgan Stanley &
Citizenship: United Kingdom Co.
Clinton Gartin............................ Managing Director,
(Director) Morgan Stanley &
Co.
Dennis G. Sherva.......................... Managing Director,
(Director) Morgan Stanley &
Co.
Frank V. Sica............................. Managing Director,
(Director) Morgan Stanley &
Co.
Paul Brooke............................... Managing Director,
(Director) Morgan Stanley &
Co.
Robert J. Loarie.......................... Principal,
(Director and Vice President) Morgan Stanley &
Co.
William Harding........................... Principal Director,
(Director and Vice President) Morgan Stanley &
Co.
Rex Golding............................... Managing Director,
(Director) Morgan Stanley &
Co.
Kevin Parker.............................. Managing Director,
(Director) Morgan Stanley &
Co.
- ------------
(2) 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(3)
Business Address of Employer
---------------- --------------------
Richard B. Fisher............................ Director, Chairman
(Director, Chairman of the Board, of the Board,
and Managing Director) and Managing
Director, Morgan
Stanley & Co.
John J. Mack................................. President,
(President, Director, and Managing Director, and
Director) Managing
Director, Morgan
Stanley & Co.
Philip N. Duff............................... Chief Financial
(Chief Financial Officer and Officer, and
Managing Director) Managing
Director, Morgan
Stanley
Eileen K. Murray............................. Treasurer and
(Treasurer) Managing
Morgan Stanley & Co. Incorporated Director, Morgan
1221 Avenue of the Americas Stanley & Co.
New York, New York 10020
Jonathan M. Clark............................ Director,
(General Counsel and Secretary,
Secretary) General Counsel,
and Managing
Director, Morgan
Stanley & Co.
Barton M. Biggs.............................. Director and
(Director and Managing Director) Managing
Morgan Stanley & Co. Incorporated Director, Morgan
1221 Avenue of the Americas Stanley & Co.
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
S. Parker Gilbert............................ Retired
(Director)
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020
Peter F. Karches............................. Managing Director,
(Director and Managing Director) Director, Morgan
Stanley & Co.
Sir. David Alan Walker....................... Managing Director,
(Director and Managing Director) Director, Morgan
Citizenship: United Kingdom Stanley & Co.
25 Cabot Square
Canary Wharf
London E14 4 QA, England
Allen E. Murray.............................. Retired Chairman,
(Director) Mobil
Mobil Corporation Corporation
150 East 42nd Street
24th Floor
New York, New York 10017
Paul J. Rizzo................................ Partner, Franklin
(Director) Street Partners
6330 Quadrangle Drive
Chapel Hill, NC 27514
Robert P. Bauman............................ Non-Executive
(Director) Chairman,
1 Brewers Green British
Buckingham Gate Aerospace PLC
London SW1H ORH
England
- ------------
(3) Same address as director's or officer's business address except where
indicated.
