SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
HOLMES PROTECTION GROUP, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
436419105
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
950 Third Avenue Lowenstein, Sandler, Kohl,
Twentieth Floor Fisher & Boylan, P.A.
New York, New York 10022 65 Livingston Avenue
(212) 421-2600 Roseland, New Jersey 07068
(201) 992-8700
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
October 2, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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.[ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule l3d-1(a) for other parties to whom copies are to be
sent.
*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).
<PAGE>
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1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
Shares Beneficially 8) Shared Voting Power: *
Owned by
Each Reporting 9) Sole Dispositive Power: *
Person With: 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 389,000*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 6.7%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* 88,500 shares (1.5%) of Holmes Protection Group, Inc. common stock are
owned by Cerberus Partners, L.P., a Delaware limited partnership
("Cerberus"). 112,500 shares (1.9%) of Holmes Protection Group, Inc.
common stock are owned by Cerberus International, Ltd., a corporation
organized under the laws of the Bahamas ("International"). 9,000
shares (0.2%) of Holmes Protection Group, Inc. common stock are owned
by Ultra Cerberus Fund, Ltd., a corporation organized under the laws
of the Bahamas ("Ultra"). Stephen Feinberg possesses sole voting and
investment control over all securities owned by Cerberus,
International and Ultra. In addition, 179,000 shares (3.1%) of Holmes
Protection Group, Inc. common stock are owned by various other persons
and entities for which Stephen Feinberg possesses certain investment
authority. See Item 5 for further information on the computation of
percentages set forth herein.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Based upon information provided by management of HPGI, on September 27,
1996 there were issued and outstanding 5,828,062 shares of common stock of HPGI.
As of such date, Cerberus owned 88,500 of such shares, or 1.5% of those
outstanding; International owned 112,500 of such shares, or 1.9% of those
outstanding; Ultra owned 9,000 of such shares, or 0.2% of those outstanding and
the Funds in the aggregate owned 179,000 of such shares, or 3.1% of those
outstanding. Stephen Feinberg possesses (i) sole power to vote and direct the
disposition of all shares of common stock of HPGI owned by each of Cerberus,
International and Ultra and possesses (i) power to direct the disposition of the
shares of common stock of HPGI owned by the Funds. The only transactions by each
of Cerberus, International, Ultra and the Funds in shares of common stock of
HPGI since the filing of the Schedule 13D by Mr. Feinberg as of September 25,
1996 were as follows (each of which were effected in ordinary brokers
transactions):
A. Cerberus
Date Quantity Price
(Purchases)
September 26, 1996 7,000 $11.25
October 2, 1996 7,500 $11.62
(Sales)
NONE
B. International
Date Quantity Price
(Purchases)
October 2, 1996 7,500 $11.62
(Sales)
NONE
<PAGE>
C. Ultra
Date Quantity Price
(Purchases)
NONE
(Sales)
NONE
D. The Funds
Date Quantity Price
(Purchases)
September 26, 1996 17,400 $11.25
October 1, 1996 10,000 $11.62
October 2, 1996 15,000 $11.62
(Sales)
NONE
Signature
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
October 8, 1996
/s/ Stephen Feinberg
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Stephen Feinberg, in his capacity
as the general partner of Cerberus
Associates, L.P., the general partner
of Cerberus Partners, L.P. and as the
investment manager for each of Cerberus
International, Ltd., Ultra Cerberus
Fund, Ltd. and the Funds
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
