SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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.
450 Park Avenue Lowenstein, Sandler, Kohl,
28th 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)
June 19, 1997
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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. [ ]
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).
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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: 565,000*
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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): 9.6%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* 125,500 shares (2.1%) of Holmes Protection Group, Inc. common stock are
owned by Cerberus Partners, L.P., a Delaware limited partnership
("Cerberus"). 188,000 shares (3.2%) of Holmes Protection Group, Inc. common
stock are owned by Cerberus International, Ltd., a corporation organized
under the laws of the Bahamas ("International"). 31,000 shares (0.5%) 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, 220,500 shares (3.8%) 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 the quarterly report of HPGI on Form 10-Q for the quarterly
period ended March 31, 1997, as of May 13, 1997 there were issued and
outstanding 5,872,537 shares of common stock of HPGI. As of June 19, 1997,
Cerberus owned 125,500 of such shares, or 2.1% of those outstanding;
International owned 188,000 of such shares, or 3.2% of those outstanding; Ultra
owned 31,000 of such shares, or 0.5% of those outstanding and the Funds in the
aggregate owned 220,500 of such shares, or 3.8% 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 (ii) power to direct the disposition of the shares of common stock of
HPGI owned by the Funds. The only transactions by any of Cerberus,
International, Ultra and the Funds in shares of common stock of HPGI since the
filing of the Schedule 13D Amendment No. 2 by Mr. Feinberg as of May 19, 1997
were the June 19, 1997 purchases of 27,000 shares, 45,000 shares, 5,000 shares
and 33,000 shares by Cerberus, International, Ultra and the Funds, respectively,
each of which were effected in an ordinary broker's transaction at a purchase
price of $13.63 per share.
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.
June 28, 1997
/s/ Stephen Feinberg
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).
