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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Protection One Alarm Monitoring, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
743663304
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(CUSIP Number)
* 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 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 ("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 1 of 9 Pages
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CUSIP No. 743663304 SCHEDULE 13G Page 2 of 9 Pages
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person:
Mellon Bank, N.A. as Trustee for the
General Motors Employes Domestic Group Pension Trust
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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) Citizenship or Place of Organization
New York
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(5) Sole Voting Power
Number of 0
Shares --------------------------------------------------------
Beneficially (6) Shared Voting Power
Owned by 0
Each --------------------------------------------------------
Reporting (7) Sole Dispositive Power
Person With 0
--------------------------------------------------------
(8) Shared Dispositive Power
0
--------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
0
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
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(11) Percent of Class Represented by Amount in Row (9)
0%
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(12) Type of Reporting Person*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 743663304 SCHEDULE 13G Page 3 of 9 Pages
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person:
General Motors Investment Management Corporation
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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) Citizenship or Place of Organization
Delaware
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(5) Sole Voting Power
Number of 0
Shares --------------------------------------------------------
Beneficially (6) Shared Voting Power
Owned by 0
Each --------------------------------------------------------
Reporting (7) Sole Dispositive Power
Person With 0
--------------------------------------------------------
(8) Shared Dispositive Power
0
--------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
0
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
0%
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(12) Type of Reporting Person*
IA, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
Page 4 of 9 Pages
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Item 1.
(a) Name of Issuer:
Protection One Alarm Monitoring, Inc. ("POA")
(b) Address of Issuer's Principal Executive Offices:
6011 Bristol Parkway
Culver City, CA 90203
Item 2.
(a) Name of Person Filing:
(i) Mellon Bank, N.A. as Trustee for the
General Motors Employes Domestic Group Pension
Trust ("Trust")
(ii) General Motors Investment Management Corporation
("GMIMCo")
(b) Address of Principal Business Office:
(i) Trust
c/o Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, PA 15258
(ii) GMIMCo
767 Fifth Avenue
New York, New York 10153
(c) Citizenship:
(i) Trust - New York
(ii) GMIMCo - Delaware
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number: 743663304
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ X ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940 (in the case of GMIMCo)
(f) [ X ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund (in the case of
the Trust)
(g) [ ] Parent Holding Company, in accordance with section
240.13d-1(b)(ii)(G)
(h) [ ] Group, in accordance with section 230.13d-1(b)(1)(ii)(H)
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Page 5 of 9 Pages
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Item 4. Ownership.
The Trust is a trust formed under and for the benefit of one or more
employee benefit plans ("Plans") of General Motors Corporation ("GM")
and its subsidiaries. GMIMCo is registered as an investment adviser
under the Investment Advisers Act of 1940. Its principal business is
providing investment advice and investment management services with
respect to the assets of the Plans and of certain direct and indirect
subsidiaries of GM and associated entities. The Trust and GMIMCo are
referred to herein as the "Reporting Persons."(1)
(a) Amount of Beneficially Owned:
(i) Trust - 0 shares
(ii) GMIMCo - 0 shares;
(b) Percent of Class:
(i) Trust - 0%
(ii) GMIMCo - 0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote - 0
(ii) shared power to vote or to direct the vote -
same as set forth under Item 4(a) above
(iii) sole power to dispose or to direct the
disposition of - 0
(iv) shared power to dispose or to direct the
disposition of - same as set forth under
Item 4(a) above.
The various trusts established under the Plans invest in a variety of
investment media, including publicly traded and privately placed
securities. Such investments could include shares of POA Common
and/or other securities of the Issuer in addition to those referred
to in this statement ("Additional Securities"). The investment and
voting decisions regarding any Additional Securities which might be
owned by such trusts are made by the trustees thereof or unrelated
investment managers, who, in so acting, act independently of GMIMCo
(although the appointment of such investment managers is subject
to authorization of and termination by GMIMCo as noted above).
No information regarding any such holdings by such trusts under the
Plans is contained in this statement.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [ X ].
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(1) Pursuant to Rule 13d-4, the Reporting Persons expressly declare that the
filing of this statement shall not be construed as an admission that any such
Person is, for the purposes of Sections 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, the beneficial owner of any securities
covered by this statement.
<PAGE> 6
Page 6 of 9 Pages
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Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of
the undersigned's knowledge and belief, the securities referred to
above were acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction
having such purposes or effect.
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Page 7 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 12, 1998
MELLON BANK, N.A. as Trustee for the
GENERAL MOTORS EMPLOYES DOMESTIC GROUP
PENSION TRUST (as directed by General
Motors Investment Management Corporation)
By: ROBERT F. SASS
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Name: Robert F. Sass
Title: Vice President
Mellon Bank, N.A.
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Page 8 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 12, 1998
GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION
By: CHARLES G. FROLAND
---------------------------------------------
Name: Charles G. Froland
Title: Managing Director,
North American Fixed Income
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Page 9 of 9 Pages
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Exhibit 1
JOINT REPORTING PERSON AGREEMENT
This will confirm the agreement by and among all the undersigned that the
Schedule 13G filed on or about this date with respect to the beneficial
ownership by the undersigned of shares of Common Stock of Protection One Alarm
Monitoring, Inc. is being, and any and all amendments to such Schedule may be,
filed on behalf of each of the undersigned. This Agreement may be executed in
two or more counterparts, each of which will be deemed an original, but all of
which together shall constitute one and the same instrument.
Date: February 12, 1998
MELLON BANK, N.A. as Trustee for the
GENERAL MOTORS EMPLOYES DOMESTIC GROUP
PENSION TRUST (as directed by General
Motors Investment Management Corporation)
By: ROBERT F. SASS
--------------------------------------
Name: Robert F. Sass
Title: Vice President
Mellon Bank, N.A.
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
BY: CHARLES G. FROLAND
--------------------------------------
Name: Charles G. Froland
Title: Managing Director,
North American Fixed Income
