As filed with the Securities and Exchange Commission on February 19, 1998
File No. 333-33799
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
Registration Statement
Under
The Securities Act of 1933
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HOLMES PROTECTION GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1070719
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
440 NINTH AVENUE
NEW YORK, NEW YORK 10001
(212) 760-0630
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
JOHN J. GUARNIERI
VICE PRESIDENT
C/O TYCO INTERNATIONAL (US) INC.
ONE TYCO PARK
EXETER, NEW HAMPSHIRE 03833
(603) 778-9700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
JOSHUA M. BERMAN, ESQ.
KRAMER, LEVIN, NAFTALIS & FRANKEL
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
<PAGE>
POST-EFFECTIVE AMENDMENT NO. 1
Holmes Protection Group, Inc. (the "Registrant") hereby deregisters the
common stock remaining unsold under the Registrant's Registration Statement on
Form S-3, File No. 333-33799. The common stock is being deregistered as a result
of the merger on February 9, 1998 of the Registrant with T9 Acquisition Corp., a
subsidiary of ADT General Holdings, Inc., as a result of which each outstanding
share of common stock of the Registrant was converted into the right to receive
$17.00 in cash.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Exeter, State of New Hampshire, on the 19th day of February, 1998.
HOLMES PROTECTION GROUP, INC.
By:/s/ Michael Snyder
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Michael Snyder
President (Principal Executive Officer)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS
ON FEBRUARY 19, 1998 IN THE CAPACITIES INDICATED BELOW.
Signature Title
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/s/ Jerry R. Boggess Director
- ------------------------------
Jerry R. Boggess
/s/ Barbara S. Miller Director and Treasurer
- ------------------------------ (Principal Financial and
Barbara S. Miller Accounting Officer)
/s/ M. Brian Moroze Director and Assistant
- ------------------------------ Secretary
M. Brian Moroze
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