SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* POI ACQUISITION LLC (Last) (First) (Middle) 375 PARK AVENUE 14TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PROTECTION ONE INC [ PONN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/08/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	02/08/2005		J		10,666,667	A	(1)	12,372,496(3)(4)(5)(6)	D
Common Stock, par value $0.01 per share								1,705,829	I	See Footnote(2)(3)(4)(5)(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* POI ACQUISITION LLC (Last) (First) (Middle) 375 PARK AVENUE 14TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* QUADRANGLE CAPITAL PARTNERS LP (Last) (First) (Middle) 375 PARK AVE 14TH FL (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* QUADRANGLE CAPITAL PARTNERS A LP (Last) (First) (Middle) 375 PARK AVENUE 14TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* QUADRANGLE SELECT PARTNERS LP (Last) (First) (Middle) 375 PARK AVENUE 14TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* QUADRANGLE GP INVESTORS LP (Last) (First) (Middle) 375 PARK AVEUNE 14TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* QUADRANGLE GP INVESTORS LLC (Last) (First) (Middle) 375 PARK AVENUE 14TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Pursuant to the terms of an exchange agreement dated as of November 12, 2004 by and among Protection One, Inc. ("POI"), Protection One Alarm Monitoring, Inc., POI Acquisition L.L.C. ("POIA"), POI Acquisition I, Inc. and Quadrangle Master Funding Ltd ("QMFL"), the principal balance outstanding under an existing credit facility with POI, the lenders of which were POIA and QMFL, was reduced by $120,000,000 as of February 8, 2005. In consideration for such reduction, POI issued and delivered an aggregate of 16,000,000 shares of common stock of POI, par value $0.01 per share ("Common Stock"), to such lenders, of which POIA received 10,666,667 such shares.

2. All shares of Common Stock reported herein are owned by POI Acquisition I, Inc.

3. On February 8, 2005, POI effectuated a one-share-for-fifty shares reverse stock split, resulting in a decrease in the number of shares held by POI Acquisition I, Inc. immediately prior to the reverse stock split to 1,705,829 shares of Common Stock. The shares issued to POIA as described in footnote (1) of this form were not affected by the reverse stock split. POIA may be deemed, as a result of its ownership of 66.67% of the total outstanding shares of POI Acquisition I, Inc. to have shared voting or dispositive power with respect to the shares of Common Stock owned by POI Acquisition I, Inc.

4. Quadrangle GP Investors LP is the general partner of Quadrangle Capital Partners LP, Quadrangle Select Partners LP and Quadrangle Capital Partners-A LP, which together own all of the equity of POIA. Quadrangle GP Investors LLC is the general partner of Quadrangle GP Investors LP.

5. Beneficial ownership of the shares of Common Stock referred to herein is being reported hereunder by Quadrangle Capital Partners LP, Quadrangle Select Partners LP, Quadrangle Capital Partners-A LP, Quadrangle GP Investors LP and Quadrangle GP Investors LLC solely because such reporting persons may be deemed to share beneficial ownership of such shares as a result of their respective relationship to POIA and POI Acquisition I, Inc.

6. Beneficial ownership of the shares of Common Stock referred to herein is being reported hereunder by POIA solely because such reporting person may be deemed to share beneficial ownership of such shares as a result of their respective relationship to POI Acquisition I, Inc. However, POIA disclaims beneficial ownership of the shares of Common Stock beneficially owned by POI Acquisition I, Inc., except to the extent of any pecuniary interest therein.

	/s/ David A. Tanner, Manager of POI Acquisition, L.L.C. (see signatures of other reporting persons attached as Exhibit 99)	02/18/2005
	** Signature of Reporting Person	Date
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