SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HOLMES PROTECTION GROUP, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
436419105
(CUSIP Number)
Mark H. Swartz
Executive Vice President
c/o Tyco International (US) Inc.
One Tyco Park
Exeter, NH 03833
(603) 778-9700
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 28, 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
schedule because of Rule 13d-1(b)(3) or (4), check the following box: / /
Page 1 of 7 pages
Exhibit Index appears on page 5
<PAGE>
SCHEDULE 13D
CUSIP No. 436419105 Page 2 of 7 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tyco International Ltd.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b)
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
7) SOLE VOTING POWER
None
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,515,886 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH None
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER WITH
1,515,886 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,515,886
(See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(See Item 5) /__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.0% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 436419105 Page 3 of 7 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T9 Acquisition Corp.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b)
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
7) SOLE VOTING POWER
None
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,515,886 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH None
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER WITH
1,515,886 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,515,886
(See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(See Item 5) /__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.0% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
Schedule 13D
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement") relates to the Common
Stock, $.01 par value (the "Common Stock"), of Holmes Protection Group, Inc., a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 440 Ninth Avenue, New York, New York 10001.
Item 2. Identity and Background.
This Statement is being filed by Tyco International Ltd. and T9
Acquisition Corp. (the "Reporting Persons"). The information set forth in Item
2, "Identity and Background," of the Reporting Person's Tender Offer Statement
on Schedule 14D-1, dated January 6, 1998, filed with respect to the Common Stock
(as amended, the "Schedule 14D-1") is incorporated herein by reference. By
filing this Statement, the Reporting Persons do not concede that it is a
beneficial owner of more than 5% of the outstanding Common Stock. See Item 5.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in Item 4, "Source and Amount of Funds or
Other Consideration," of the Schedule 14D-1 is incorporated herein by reference.
Item 4. Purpose of Transaction.
The information set forth in Item 5, "Purpose of the Tender Offer and
Plans or Proposals of the Issuer," of the Schedule 14D-1 is incorporated herein
by reference.
Item 5. Interest in Securities of the Issuer.
The information set forth in Item 6, "Interest in Securities of the
Subject Company," of the Schedule 14D-1 is incorporated herein by reference.
Page 4 of 7 pages
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The information set forth in Item 7, "Contracts, Arrangements,
Understandings or Relationships with respect to the Subject Company's
Securities," of the Schedule 14D-1 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
The Exhibits filed pursuant to Item 11, "Material to be Filed as
Exhibits" of the Schedule 14D-1 are incorporated herein by reference. Exhibit 1
hereto is an "Agreement of Joint Filing" pursuant to Rule 13d(1)-f promulgated
under the Securities Exchange Act of 1934, as amended.
Page 5 of 7 pages
<PAGE>
SIGNATURE
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.
Dated: January 29, 1998
TYCO INTERNATIONAL LTD.
/s/ Mark Swartz
---------------
By: Mark Swartz
Executive Vice President
Page 6 of 7 pages
<PAGE>
SIGNATURE
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.
Dated: January 29, 1998
T9 ACQUISITION CORP.
/s/ Mark Swartz
---------------
By: Mark Swartz
Vice President
Page 7 of 7 pages
<PAGE>
EXHIBIT 1
Agreement of Joint Filing
Pursuant to 13d-1(f) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission the Statement on Schedule 13D (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
TYCO INTERNATIONAL LTD.
/s/ Mark Swartz
---------------
By: Mark Swartz
Executive Vice President
T9 ACQUISITION CORP.
/s/ Mark Swartz
---------------
By: Mark Swartz
Vice President
