SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
August 20, 1997
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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: 744,166*
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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): 11.8%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* 185,500 shares (2.9%) of Holmes Protection Group, Inc. common stock are owned
by Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus").
297,166 shares (4.7%) of Holmes Protection Group, Inc. common stock are owned
by Cerberus International, Ltd., a corporation organized under the laws of the
Bahamas ("International"). 41,000 shares (0.7%) 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 (3.5%) 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 June 30, 1997, as of August 12, 1997 there were issued and
outstanding 6,315,791 shares of common stock of HPGI. As of August 20, 1997,
Cerberus owned 185,500 of such shares, or 2.9% of those outstanding;
International owned 297,166 of such shares, or 4.7% of those outstanding; Ultra
owned 41,000 of such shares, or 0.7% of those outstanding and the Funds in the
aggregate owned 220,500 of such shares, or 3.5% 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. 3 by Mr. Feinberg as of June 19, 1997
were the August 20, 1997 purchases of 60,000 shares, 109,166 shares and 10,000
shares by Cerberus, International and Ultra, respectively, each of which were
effected in an ordinary broker's transaction at a purchase price of $15.25 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.
August 29, 1997
/s/ Stephen Feinberg
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Stephen Feinberg, in his capacity as the managing
member of Cerberus Associates, LLC, 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).
