UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
Under the Exchange Act of 1934
(Amendment No. 12)*
LIFELINE SYSTEMS, INC.
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(Name of Issuer)
Common Stock, $.02 par value
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(Title of Class of Securities)
532192 10 1
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(CUSIP Number)
December 31, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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 (the "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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CUSIP No. 532192 10 1 13G Page 1 of 6 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
L. Dennis Shapiro
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
464,726 (beneficial interest disclaimed in 4,124)
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6. SHARED VOTING POWER
NUMBER OF 231,544 (beneficial interest disclaimed in 231,544)
SHARES
BENEFICIALLY -------------------------------------------------------
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 464,726 (beneficial interest disclaimed in 4,124)
PERSON WITH
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8. SHARED DISPOSITIVE POWER
231,544 (beneficial interest disclaimed in 231,544)
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
696,270
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7%
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12. TYPE OF REPORTING PERSON
IN
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AMENDMENT NO. 11 TO SCHEDULE 13G
Item 1(a). Name of Issuer:
Lifeline Systems, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
111 Lawrence Street
Framingham, MA 01702-8156
Item 2(a). Name of Person Filing:
L. Dennis Shapiro
Item 2(b). Address of Residence:
24 Essex Road
Chestnut Hill, MA 02467
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, Par Value $.02
Item 2(e). CUSIP Number:
532192 10 1
Item 3. If this statement is filed pursuant toss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b) [_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Act (15 U.S.C. 78c).
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(d) [_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment advisor in accordance with
(SS)240.13d-1(b)(1)(ii)(E).
(f) [_] An employee benefit plan or endowment fund in accordance
with (SS)240.13d-1(b)(1)(ii)(F).
(g) [_] A parent holding company or control person in accordance
with (SS)240.13d-1(b)(1)(ii)(G).
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [_] Group, in accordance withss.240.13d-1(b)(1)(ii)(J)
Item 4. Ownership:
a. Amount beneficially owned as of December 31, 2002:
696,270 shares, except as this amount may be limited by
the explanations contained in paragraphs 2 through 7
below:
1. 460,602 shares are owned directly by Mr. Shapiro
(includes 14,000 shares which Mr. Shapiro had the
right to acquire within sixty days of December 31,
2002).
2. 4,124 shares are in the name of Mr. Shapiro as
custodian for his children. Mr. Shapiro has sole
voting and dispositive power over such shares, but
he disclaims any beneficial interest.
3. 26,857 shares are in the name of Mr. Shapiro's
children. Mr. Shapiro has shared voting and shared
dispositive power over such shares, but he
disclaims any beneficial interest.
4. 169,375 shares are held in various trusts of which
Mr. Shapiro and/ or his wife are trustees for
various family members. Mr. Shapiro has shared
voting and shared dispositive power over such
shares, but he disclaims any beneficial interest.
b. Percent of class: 10.7%
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c. Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 464,726
shares (which includes 14,000 shares which Mr.
Shapiro has the right to acquire within sixty days
after December 31, 2002);
(ii) shared power to vote or direct the vote: 231,534
shares;
(iii) sole power to dispose of or to direct the
disposition of: 464,726 shares (which includes
14,000 shares which Mr. Shapiro has the right to
acquire within sixty days after December 31,
2002); and
(iv) shared power to dispose of or to direct the
disposition of: 231,534 shares.
Item 5. Ownership of Five Percent or Less of a Class:
This Item is inapplicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Mr. Shapiro holds 4,124 shares as custodian for his children.
These children have the right to receive any dividends which
may be declared and any proceeds from the sale of these
securities.
Mr. Shapiro's children own 26,857 shares and have the right to
receive any dividends which may be declared and any proceeds
from the sale of these securities.
Mr. Shapiro and his wife hold 169,375 shares as co-trustees of
various trusts. The trusts, in which Mr. Shapiro holds no
interest, have the right to receive any dividends which may be
declared and any proceeds from the sale of these securities.
Mr. Shapiro's wife owns 35,312 shares and has the right to
receive any dividends which may be declared and any proceeds
from the sale of these securities.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person:
This Item is inapplicable.
Item 8. Identification and Classification of Members of the Group:
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This Item is inapplicable.
Item 9. Notice of Dissolution of Group:
This Item is inapplicable.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
/s/ L. Dennis Shapiro
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L. Dennis Shapiro
Chairman of the Board
Dated: February 14, 2003
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