PONE Protection One (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Protection One, Inc.

(Name of Subject Company)

Protection Acquisition Sub, Inc.

(Offeror)

a wholly-owned indirect subsidiary of

Protection Holdings, LLC

(Parent of Offeror)

GTCR Fund IX/A, L.P.

GTCR Fund IX/B, L.P.

GTCR Golder Rauner II, L.L.C.

(Other Persons)

(Name of Person(s) Filing Statement)

COMMON STOCK, $0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

743663403

(CUSIP Number of Class of Securities)

Christian B. McGrath

GTCR Golder Rauner II, L.L.C.

300 N. LaSalle Street

Suite 5600

Chicago, IL 60654

(312) 382-2200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  þ

This Amendment No. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 3, 2010 (which, together with this Amendment, Amendment No. 1, filed May 11, 2010, Amendment No. 2, filed May 17, 2010, Amendment No. 3, filed May 21, 2010, and Amendment No. 4, filed May, 24, 2010, and any subsequent amendments and supplements thereto, collectively constitute this “Schedule TO”). This Schedule TO is filed by (i) Protection Acquisition Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned indirect subsidiary of Protection Holdings, LLC, a Delaware limited liability company (“Parent”), and (ii) Parent, which is controlled by GTCR Fund IX/A, L.P., a Delaware limited partnership (“Fund IX/A”); GTCR Fund IX/B, L.P., a Delaware limited partnership (“Fund IX/B”); GTCR Partners IX, L.P., a Delaware limited partnership (“Partners IX”), by virtue of it being the general partner of Fund IX/A and Fund IX/B; and GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (“GTCR”), by virtue of it being the general partner of Partners IX. This Schedule TO relates to the offer (the “Offer”) by Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share, of Protection One, Inc., a Delaware corporation (“Protection One”), at a purchase price of $15.50 per Share (the “Offer Price”) net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 3, 2010, attached hereto as Exhibit (a)(1)(A) (which, together with Supplement No. 1 to Offer to Purchase, dated May 21, 2010, attached hereto as Exhibit (a)(1)(H) and any subsequent amendments and supplements thereto, collectively constitute the “Offer to Purchase”), and in the Letter of Transmittal, attached hereto as Exhibit (a)(1)(B). Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Offer to Purchase.

Items 1, 4 and 11.         Summary Term Sheet; Terms of the Transaction; and Additional Information.

Items 1, 4, and 11 of this Schedule TO are hereby amended and supplemented by adding the following text thereto:

“The Offer and withdrawal rights expired at 9:00 a.m., New York City time, on June 4, 2010. The Depositary has advised us that 23,434,112 Shares were validly tendered and not properly withdrawn. All Shares that were validly tendered and not properly withdrawn have been accepted for purchase and paid for by the Purchaser. Purchaser also exercised its Top-Up Option, pursuant to which Protection One issued Shares to Purchaser, at a price per Share equal to the Offer Price, in an amount sufficient to ensure that Purchaser and Parent could effect a short-form merger.

As a result of the purchase of Shares in the Offer and the issuance of Shares pursuant to the Top-Up Option, Purchaser and Parent had sufficient voting power to approve the Merger without the affirmative vote of any other stockholder of Protection One. Accordingly, Purchaser and Parent have effected a Short-Form Merger in which Purchaser merged with and into Protection One, with Protection One surviving the Merger and continuing as a wholly-owned indirect subsidiary of Parent. In the Merger, each Share not previously purchased in the Offer, otherwise held by Purchaser or Parent, or held in the treasury of Protection One was converted, subject to appraisal rights, into the right to receive a price per Share equal to the Offer Price. June 4, 2010 will be the last day Shares trade on the NASDAQ Global Market.

On June 4, 2010, GTCR issued a press release announcing the expiration of the Offer, the results of the Offer and the completion of the Merger. The full text of the press release is attached hereto as Exhibit (a)(5)(F) and is incorporated herein by reference.”

Item 12 of this Schedule TO is hereby amended and supplemented by adding the following exhibits thereto:

(a)(5)(F)    Press Release issued by GTCR Golder Rauner II, L.L.C. on June 4, 2010

2

SIGNATURE

After due 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.

Dated: June 4, 2010

3

Exhibit Index

4

5

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