SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 1*
Holmes Protection Group Inc. (Name of Issuer)
Common Stock, $.25 par value (Title of Class of Securities)
0004364191
(CUSIP Number)
Mark A. Rosenbaum, Esq.
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004
(212) 806-5400
---------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 7, 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
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 the statement [X]. (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 five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-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 1 of 10 Pages
<PAGE>
SCHEDULE 13D/A
CUSIP No. 0004364191 Page 2 of 10
---------------- ------ ----
Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
TJS Partners, L.P.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER 399,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 399,000
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
399,000
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
CUSIP No. 0004364191 Page 3 of 10
---------------- ------ ----
Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
TJS Management, L.P.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
CUSIP No. 0004364191 Page 4 of 10
---------------- ------ ----
Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
TJS Corporation
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
0 OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
CUSIP No. 0004364191 Page 5 of 10
---------------- ------ ----
Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Thomas J. Salvatore
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 10
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock, par value
$.25 per share (the "Shares"), of Holmes Protection Group Inc. (the "Company"),
a Delaware corporation.
The address of the Company's principal executive offices are located at
440 Ninth Avenue, New York, New York 10001.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed on behalf of TJS Partners, L.P., TJS
Management, L.P., TJS Corporation, and Thomas J. Salvatore (collectively, the
"Filing Persons").
Set forth below is certain information with respect to each of the
Filing Persons and each of the persons enumerated in General Instruction C to
Schedule 13D.
(1) TJS PARTNERS, L.P. TJS Partners, L.P. is a New York limited
partnership. Its principal business is investment, and the address of its
principal business and principal office is 52 Vanderbilt Avenue, 5th Floor,
New York, New York 10017. The general partner of TJS Partners, L.P. is TJS
Management, L.P. (see paragraph (2) below). TJS Partners, L.P. hereinafter
shall be referred to as the "Partnership".
(2) TJS MANAGEMENT, L.P. TJS Management, L.P.'s principal business is
investment, and the address of its principal business and principal office is 52
Vanderbilt Avenue, 5th Floor, New York, New York 10017. The general partners of
TJS Management, L.P. are TJS Corporation and Mr. Salvatore (see paragraphs (3)
and (4) below).
(3) TJS CORPORATION. TJS Corporation is a Delaware corporation. Its
principal business is investment, and the address of its principal business and
principal office is 52 Vanderbilt Avenue, 5th Floor, New York, New York 10017.
The controlling shareholder of TJS Corporation is Mr. Salvatore. TJS
Corporation's sole director and executive officer is Mr. Salvatore who is its
President (see paragraph (4) below).
(4) THOMAS J. SALVATORE. Mr. Salvatore is a citizen of the United
States of America, and his business address is 52 Vanderbilt Avenue, 5th
Floor, New York, New York 10017. His present principal employment is as an
investor. Mr. Salvatore is President of TJS Corporation.
During the last five years, none of the Filing Persons and no director
or executive officer of TJS Corporation, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he, she or it 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.
The aggregate purchase price of the 399,000 Shares owned beneficially
by the Partnership as of the date of this statement was approximately
$2,763,912.50 (exclusive of commissions). The source of funds for the purchase
of such Shares was the working capital of the Partnership.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Partnership's intention for acquiring the Shares and its present
intention for holding the Shares is for investment purposes. The Partnership
may, depending upon market conditions and other factors, acquire additional
Shares in the future or effect other transactions which would result in any of
the actions specified in clauses (a) through (j) of Item 4 of the Instructions
to Schedule 13D.
Except as set forth above, none of the Filing Persons has formulated
any plans or proposals as a result of ownership which relate to or would result
in any of the following:
(a) The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or of any of its subsidiaries;
(d) Any change in the present board of directors or management
of the issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the issuer;
(f) Any other material change in the Company's business or
corporate structure, including but not limited to, if the Company is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is required
by Section 13 of the Investment Company Act of 1940;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Company by any person;
(h) Causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Act of 1933; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the date of this statement, the Partnership is the direct
beneficial owner of 399,000 Shares, which constituted approximately 9.0% of the
4,459,257 Shares outstanding as of March 31, 1996, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.
TJS Management, L.P., in its capacity as general partner of the
Partnership, and each of TJS Corporation and Mr. Salvatore, in their respective
capacities as general partners of TJS Management, L.P., may be deemed to own
beneficially (as defined in Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, as amended) the Shares owned beneficially by the Partnership. Each
of such persons disclaims beneficial ownership of such Shares for all other
purposes. In addition, each of such Partners may be deemed to share with the
Partnership the power to vote or to direct the vote and to dispose or to direct
the disposition of the Shares owned beneficially by the Partnership.
<PAGE>
Page 7 of 10
Schedule A hereto describes transactions in the Shares effected during
the past 60 days by the Partnership.
Except as set forth herein, neither the Partnership nor any of the
other Filing Persons beneficially owns or has a right to acquire any equity
interest of the Company or effected any transaction in the equity securities of
the Company during the past 60 days except as set forth for the Partnership in
Schedule A hereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Filing Persons and between such persons and any
person with respect to any securities of the Company, including but not limited
to transfer or voting of any of the securities of the Company, finder's fees,
joint ventures, loan or option agreements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
<PAGE>
Page 8 of 10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: June 17, 1996
TJS PARTNERS, L.P.
By: TJS MANAGEMENT, L.P., as
General Partner
By: /S/ THOMAS J. SALVATORE
Thomas J. Salvatore, as
General Partner
By: TJS MANAGEMENT, L.P.
By: /S/ THOMAS J. SALVATORE
Thomas J. Salvatore, as
General Partner
TJS CORPORATION
By: /S/ THOMAS J. SALVATORE
Thomas J. Salvatore
President
/S/ THOMAS J. SALVATORE
Thomas J. Salvatore
<PAGE>
Page 9 of 10
Schedule A
The following table sets forth certain information concerning the Shares
purchased by the Partnership during the 60-day period preceding the date of the
Schedule 13D Statement to which this Schedule A is attached. All purchases were
made through brokerage transactions on the American Stock Exchange.
Purchase Price
Per Share
No. of Shares (Exclusive of
DATE OF PURCHASE PURCHASED COMMISSIONS)
5/13/96 20,000 $167,500.00
5/30/96 2,000 16,500.00
5/30/96 5,000 41,250.00
6/03/96 2,000 16,500.00
6/07/96 55,000 453,750.00
