0000899140-08-001070.txt : 20080506
<SEC-HEADER>0000899140-08-001070.hdr.sgml : 20080506
<ACCEPTANCE-DATETIME>20080506165050
ACCESSION NUMBER: 0000899140-08-001070
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20080506
DATE AS OF CHANGE: 20080506
GROUP MEMBERS: MONARCH MASTER FUNDING LTD
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: PROTECTION ONE INC
CENTRAL INDEX KEY: 0000916230
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380]
IRS NUMBER: 931063818
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-45461
FILM NUMBER: 08806957
BUSINESS ADDRESS:
STREET 1: 1035 N. 3RD ST.
STREET 2: SUITE 101
CITY: LAWRENCE
STATE: KS
ZIP: 66044
BUSINESS PHONE: 785 856 5500
MAIL ADDRESS:
STREET 1: 1035 N. 3RD ST.
STREET 2: SUITE 101
CITY: LAWRENCE
STATE: KS
ZIP: 66044
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Monarch Alternative Capital LP
CENTRAL INDEX KEY: 0001281084
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 375 PARK AVENUE
STREET 2: 14TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
BUSINESS PHONE: 212-418-1700
MAIL ADDRESS:
STREET 1: 375 PARK AVENUE
STREET 2: 14TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10152
FORMER COMPANY:
FORMER CONFORMED NAME: Quadrangle Debt Recovery Advisors LP
DATE OF NAME CHANGE: 20070125
FORMER COMPANY:
FORMER CONFORMED NAME: Quadrangle Debt Recovery Advisors LLC
DATE OF NAME CHANGE: 20061013
FORMER COMPANY:
FORMER CONFORMED NAME: QDRA LLC
DATE OF NAME CHANGE: 20040223
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>m4100783b.txt
<DESCRIPTION>INITIAL FILING
<TEXT>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Protection One, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
743663403
- --------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Robert Burns, Esq.
Monarch Alternative Capital LP
375 Park Avenue
New York, NY 10152
(212) 418-1700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
May 6, 2008
- --------------------------------------------------------------------------------
(Date of Event which Requires
Filing of this Schedule)
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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 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>
SCHEDULE 13D
- -------------------------------- -----------------------
CUSIP No. 743663403 Page 2 of 9 Pages
- -------------------------------- -----------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Monarch Alternative Capital LP (formerly Quadrangle Debt Recovery
Advisors LP)
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALY OWNED 5,901,942
BY EACH REPORTING --------- ------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,901,942
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,901,942
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------- --------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- -------------------------------- -----------------------
CUSIP No. 743663403 Page 3 of 9 Pages
- -------------------------------- -----------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Monarch Master Funding Ltd (formerly Quadrangle Master Funding Ltd)
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALY OWNED 5,333,333
BY EACH REPORTING --------- ------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,333,333
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,333,333
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ----------- --------------------------------------------------------------------
<PAGE>
This statement on Schedule 13D (this "Schedule 13D") relates to the common
stock, par value $0.01 per share (the "Common Stock"), of Protection One, Inc.,
a Delaware corporation (the "Company"). This Schedule 13D amends the information
provided by Monarch Alternative Capital LP (formerly Quadrangle Debt Recovery
Advisors LP), a Delaware limited partnership ("MAC"), and Monarch Master Funding
Ltd. (formerly Quadrangle Master Funding Ltd), a Cayman Islands corporation
("MMFL", and together with MAC, the Monarch Filers"), in the statement on
Schedule 13D (the "Initial Joint 13D") initially filed jointly on February 27,
2004, by the Monarch Filers and certain other entities and parties that were
affiliated with the Monarch Filers at such time (such other entities and
parties, the "Initial Joint Filers"). As a result of restructuring transactions
effective as of December 31, 2007, the Monarch Filers and the Initial Joint
Filers are no longer affiliated, and the interests of the Monarch Filers in the
Company, which previously had been held through entities jointly owned with the
Initial Joint Filers, are separately beneficially owned by MAC, MMFL and certain
other Monarch Funds (as defined in Item 2(a) below). This Schedule 13D is filed
to separately amend the information applicable to the Monarch Filers originally
provided in the Initial Joint 13D, as amended by Amendment No. 1 thereto filed
on November 18, 2004, Amendment No. 2 thereto filed on February 18, 2005, and
Amendment No. 3 thereto filed on April 10, 2007 (the Initial Joint 13D and such
amendments thereto are collectively referred to herein as the "Joint 13D").
Certain documents filed as exhibits to the Joint 13D have been incorporated
herein by reference, in each case as specifically indicated below.
Item 1. Security and Issuer
This statement on Schedule 13D relates to the Common Stock and is being
filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The address of the principal executive offices of
the Company is 1035 N. 3rd Street, Suite 101, Lawrence, Kansas 66044.
Item 2. Identity and Background
(a) This statement is being filed by the Monarch Filers. MAC is the
investment advisor to a variety of funds (such funds, including but not limited
to MMFL, the "Monarch Funds"). The Monarch Funds directly own the Common Stock
to which this Schedule 13D relates, and MAC may be deemed to beneficially own
such Common Stock by virtue of the authority granted to it by the Monarch Funds
to vote and to dispose of the securities held by the Monarch Funds. Monarch
Alternative Capital GP LP ("Monarch GP LP") is the sole general partner of MAC.
Monarch GP LLC is the sole general partner of Monarch GP LP. Michael Weinstock,
Andrew Herenstein, Christopher Santana and Josiah Rotenberg are the controlling
members of Monarch GP LLC. MAC and Monarch GP LP are each organized as a limited
partnership under the laws of the State of Delaware. Monarch GP LLC is organized
as a limited liability company under the laws of the State of Delaware. MMFL is
a corporation organized under the laws of the Cayman Islands.
(b) The address of the principal business and principal office of MAC,
Monarch GP LP, Monarch GP LLC, Mr. Weinstock, Mr. Herenstein and Mr. Santana is
375 Park Avenue, 14th Floor, New York, New York 10152. The address of the
principal business and principal office of Mr. Rotenberg is Jerusalem Technology
Park, Building 8, Third Floor, Manhat Jerusalem, Israel. The address of the
principal business and principal office of MMFL is Walker House, Mary Street,
4
<PAGE>
P.O. Box 908GT, George Town, Grand Cayman, Cayman Islands, British West Indies.
Set forth on Schedule 1 hereto is the (i) name, (ii) business address, (iii)
present principal occupation or employment and (iv) citizenship of each of the
directors of MMFL.
(c) The principal business of MAC is to serve as investment advisor to, and
to control the investment activities of, the Monarch Funds. The principal
business of each of Mr. Weinstock, Mr. Herenstein, Mr. Santana and Mr. Rotenberg
is to act as managing members of Monarch GP LLC and control MAC. The principal
business of MMFL is to invest and trade in distressed debt securities and make
other investments.
(d) None of the Monarch Filers, nor, to the best of their knowledge, any of
the persons named in this Item 2 or on Schedule 1 hereto has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Monarch Filers, nor, to the best of their knowledge, any of
the persons named in this Item 2 or on Schedule 1 hereto has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding 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.
(f) Each of Mr. Weinstock, Mr. Herenstein, Mr. Santana and Mr. Rotenberg is
a United States citizen. Mr. Rotenberg is also an Israeli citizen.
Item 3. Source and Amount of Funds or Other Consideration
MAC currently beneficially owns the 5,901,942 shares of Common Stock held
directly by certain of the Monarch Funds. The Monarch Funds (including MMFL)
collectively expended an aggregate of $566,667 of their own investment capital
for 568,609 of such shares, which were initially acquired through certain
affiliates in a stock purchase in February 2004. In addition, as lenders
(indirectly through an affiliate) under the Company's revolving credit facility,
in February 2005 the Monarch Funds (including MMFL) collectively discharged an
aggregate of $40,000,000 principal amount of indebtedness under such credit
facility in consideration for the issuance by the Company of an additional
5,333,333 shares of Common Stock.
Item 4. Purpose of Transaction
The Monarch Filers and the Initial Joint Filers initially acquired their
shares of Common Stock for investment, with a view toward participating in the
governance of the Company through board representation negotiated at the time of
the investment. As a result of the transactions described in the Joint 13D and a
restructuring of the interests of the Monarch Filers and the Initial Joint
Filers in which the Monarch Funds received direct beneficial ownership of their
interests in the Company that had previously been held indirectly through
entities jointly owned with the Initial Joint Filers, MMFL currently holds 21.1%
of the outstanding Common Stock and is entitled to direct the election of two
directors to the Company's board of nine directors (which may be increased to
eleven directors in certain circumstances). Pursuant to the exercise of its
right, Michael Weinstock (a Managing Principal of MAC) and Thomas J. Russo
5
<PAGE>
serve on the Company's board of directors as MMFL's designees. The Monarch
Filers presently do not have any plans or proposals that, if effected, would
result in one or more transactions specified in Item 4 of Schedule 13D. The
Monarch Filers may reconsider their investment in the Company at any time and
may increase or decrease the size of their investment in the Company or develop
any such other plans or proposals as they may determine in their discretion.
Item 5. Interest in Securities of the Issuer
Ownership of Acquisition LLC and Acquisition I
(a) MAC beneficially owns 5,901,942 shares of Common Stock. Such shares
represent 23.3% of the 25,306,913 shares of Common Stock outstanding as of March
10, 2008, as reported in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2007. The percentages used herein and in the rest of
this statement are calculated based upon this number of outstanding shares. MMFL
directly beneficially owns 5,333,333 shares of Common Stock, which represent
21.1% of the outstanding shares of Common Stock. None of the other individual
Monarch Funds owns a number of shares of Common Stock representing more than 5%
of such total.
(b) MAC shares voting and dispositive power over the 5,901,942 shares of
Common Stock held directly by the Monarch Funds with each Monarch Fund directly
holding such shares. MAC and MMFL share voting power and dispositive power over
the 5,333,333 shares of Common Stock held by MMFL.
(c) There have been no transactions in the Common Stock effected during the
past 60 days by any person named in Item 2 hereof.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Monarch Filers have entered into an agreement with respect to the joint
filing of this statement and any amendment or amendments hereto, pursuant to
Rule 13d-1(k) promulgated under the Exchange Act.
Pursuant to the terms of (i) the Amended and Restated Stockholders
Agreement (referenced as Exhibit 2 hereto), (ii) the Management Stockholders
Agreement (referenced as Exhibit 3 hereto) and (iii) the Registration Rights
Agreement (referenced as Exhibit 4 hereto), the Monarch Filers have the
following principal rights and obligations with respect to securities of the
Company:
o MMFL is entitled to direct the election of two directors to the Company's
board of directors out of nine total directors (which may be increased to
eleven in certain circumstances);
6
<PAGE>
o MMFL possesses "tag along" rights with respect to sales of Common Stock by
POI Acquisition, L.L.C., the Initial Joint Filer holding the shares of
Common Stock beneficially owned by the Initial Joint Filers ("Acquisition
LLC"), and is subject to "drag-along" rights in favor of Acquisition LLC in
connection with sales of Common Stock by Acquisition LLC;
o MMFL and Acquisition LLC have the right to participate on a proportional
basis in any future equity issuance by the Company, except for issuances
pursuant to registered public offerings, business combination transactions
or certain issuances to officers, employees, directors or consultants of
the Company;
o Acquisition LLC and MMFL have the right (exercisable four times by
Acquisition LLC and twice by MMFL) to request that the Company register any
or all of their shares of Common Stock. Acquisition LLC and MMFL also
received piggyback registration rights under which they will have the
opportunity to register their shares of Common Stock pursuant to certain
registration statements the Company may file in the future, subject to
certain conditions.
References to, and the description of, the Amended Stockholders Agreement,
the Management Stockholders Agreement and the Registration Rights Agreement set
forth in this Schedule 13D are not intended to be complete and are qualified in
their entirety by reference to the Joint 13D and the full text of such
agreements, which are referenced as exhibits hereto.
Except as set forth herein and in the Joint 13D, there are no contracts,
arrangements, understandings or relationships among the persons named in Item 2
or between such persons and any other person with respect to any securities of
the Company.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement, dated as of May 6, 2008, by and between the
Monarch Filers.
2. Amended and Restated Stockholders Agreement, dated as of April 2, 2007
by and among Protection One, Inc., POI Acquisition, L.L.C. and
Quadrangle Master Funding Ltd (now Monarch Master Funding Ltd)
(incorporated herein by reference to Exhibit 9 to Amendment No. 3 to the
Initial Joint 13D, filed on April 10, 2007).
3. Form of Management Stockholder's Agreement, dated as of February 8,
2005, by and among Protection One, Inc., POI Acquisition, L.L.C. and
Quadrangle Master Funding Ltd (now Monarch Master Funding Ltd)
(incorporated herein by reference to Exhibit 7 to Amendment No. 2 to the
Initial Joint 13D, filed on February 18, 2005).
4. Registration Rights Agreement, dated as of February 8, 2005, by and
among Protection One, Inc., POI Acquisition, L.L.C. and Quadrangle
Master Funding Ltd (now Monarch Master Funding Ltd) (incorporated
herein by reference to Exhibit 8 to Amendment No. 2 to the Initial Joint
13D, filed on February 18, 2005).
[Signatures on following page]
7
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: May 6, 2008
MONARCH ALTERNATIVE CAPITAL LP
By: Monarch GP LP, its general partner
By: Monarch GP LLC, its general partner
By: /s/ Michael Weinstock
----------------------------------------------
Name: Michael Weinstock
Title: Managing Member
MONARCH MASTER FUNDING LTD
By: /s/ Michael Weinstock
----------------------------------------------
Name: Michael Weinstock
Title: Director
[SIGNATURE PAGE TO SCHEDULE 13D WITH RESPECT TO PROTECTION ONE, INC.]
<PAGE>
Schedule 1
Directors of Monarch Master Funding Ltd
- ---------------------------------------
Michael Weinstock
c/o Monarch Alternative Capital LP
375 Park Avenue
New York, NY 10152
Linburgh Martin
c/o Close Brothers (Cayman Limited)
Harbour Place, 103
South Church Street
P.O. Box 1034GT
George Town, Grand Cayman,
Cayman Islands
Ivan John Sutlic
P.O. Box 30902
5 Bel Air Drive GT
Grand Cayman KY1-1204
Cayman Islands
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>m4100783c.txt
<DESCRIPTION>JOINT FILING AGREEMENT
<TEXT>
Exhibit 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it knows or has reason to believe that such
information is inaccurate. This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: May 6, 2008
MONARCH ALTERNATIVE CAPITAL LP
By: Monarch GP LP, its general partner
By: Monarch GP LLC, its general partner
By: /s/ Michael Weinstock
----------------------------------------------
Name: Michael Weinstock
Title: Managing Member
MONARCH MASTER FUNDING LTD
By: /s/ Michael Weinstock
----------------------------------------------
Name: Michael Weinstock
Title: Director
[JOINT FILING AGREEMENT FOR SCHEDULE 13D WITH RESPECT TO
PROTECTION ONE, INC.]
</TEXT>
</DOCUMENT>
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