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. 3)

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:  ¨

This Amendment No. 3 (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, and Amendment No. 2, filed May 17, 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 the supplement described below 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).

This Amendment is filed solely for the following purposes: to publicly announce the extension of the expiration date of the Offer, to describe a memorandum of understanding relating to the settlement of certain litigation described in Item 11(a)(5) of the Schedule TO and to provide supplemental disclosure to the Schedule TO relating to Amendment No. 1 of the Agreement and Plan of Merger, dated as of May 21, 2010, by and among Purchaser, Acquisition Sub and Protection One.

Attached hereto as Exhibit (a)(1)(H) is Supplement No. 1 to the Offer to Purchase, dated May 21, 2010 (“Supplement No. 1”), that Purchaser and Parent are disseminating to stockholders of Protection One.

The information set forth in the section of Supplement No. 1 entitled “Summary Term Sheet” amends and supplements the disclosures in Item 1 of the Schedule TO and is incorporated herein by reference.

The information set forth in Supplement No. 1 amends and supplements the disclosures in Item 4 of the Schedule TO and is incorporated herein by reference.

The information set forth in the sections of Supplement No. 1 entitled “Summary Term Sheet,” “Background of the Transaction; Past Contacts or Negotiations with Protection One” and “The Merger Agreement; Other Agreements” amends and supplements the disclosures in Item 5 of the Schedule TO and is incorporated herein by reference.

The information set forth in the sections of Supplement No. 1 entitled “Summary Term Sheet,” “Background of the Transaction; Past Contacts or Negotiations with Protection One,” “The Merger Agreement; Other Agreements,” “Certain Legal Matters; Regulatory Approvals” and “Appraisal Rights” amends and supplements the disclosures in Item 6 of the Schedule TO and is incorporated herein by reference.

2

The information set forth in the section of Supplement No. 1 entitled “The Merger Agreement; Other Agreements” amends and supplements the disclosures in Item 7 of the Schedule TO and is incorporated herein by reference.

The information set forth in the section of Supplement No. 1 entitled “The Merger Agreement; Other Agreements” amends and supplements the disclosures in Item 8 of the Schedule TO and is incorporated herein by reference.

(a)(5) The information set forth in the section of Supplement No. 1 entitled “Certain Legal Matters; Regulatory Approvals” amends and supplements the disclosures in Item 11(a)(5) of the Schedule TO and is incorporated herein by reference.

(b) The information set forth in Supplement No. 1 amends and supplements the disclosures in Item 11(b) of the Schedule TO and is incorporated herein by reference.

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

3

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: May 21, 2010

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Exhibit Index

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