<PAGE>
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1

(MARK ONE)
  X               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
-----                OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
                                       OR
                  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
-----                OF THE SECURITIES EXCHANGE ACT OF 1934
                        FOR THE TRANSITION PERIOD FROM TO

                         COMMISSION FILE NUMBER 0-20870

                     SECURITY ASSOCIATES INTERNATIONAL, INC.
             (Exact name of registrant as specified in the charter)

              DELAWARE                                        87-0467198
    (State or other Jurisdiction                             (IRS Employer
          of incorporation)                               Identification No.)

  2101 SOUTH ARLINGTON HEIGHTS ROAD,                          60005-4142
                 SUITE 150                                    (Zip Code)
     ARLINGTON HEIGHTS, ILLINOIS
 (Address of Principal Executive Offices)

        Registrant's telephone number including area code: (847) 956-8650

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $0.001 per share

          Warrants to purchase Common Stock, par value $0.001 per share

                                (Title of Class)

--------------------------------------------------------------------------------

       Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes   X    No
    -----    -----



                                      A-1
<PAGE>


      Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10 KSB.  X
                                     -----

      Issuer's revenues for the most recent fiscal year: $20,962,000.

      The aggregate market value of voting and non-voting common equity held by
non-affiliates of the registrant based upon the closing sale price of the stock
as reported on the American Stock Exchange on April 12, 2002 was $8,817,000.

      As of April 12, 2002, the registrant had outstanding 9,166,385 shares of
$0.001 par value common stock.

      Transitional Small Business Disclosure Format: Yes       No   X
                                                         -----    -----


                                    PART III

         We amend our Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001, to provide information required to be set forth in Part III
of the Annual Report on Form 10-KSB. We have made no further changes to our
Annual Report on Form 10-KSB filed with the SEC on April 16, 2002.


ITEM 10.  EXECUTIVE COMPENSATION


The following table is a summary of the compensation awarded or earned by
persons serving as our Chief Executive Officer and the other most highly paid
executive officers (the "Named Executive Officers") during the last three fiscal
years:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                      ANNUAL COMPENSATION                   LONG TERM COMPENSATION
                          -----------------------------------------  -------------------------------------
                                                                              AWARDS
                                                           OTHER     ------------------------
                                                          ANNUAL      RESTRICTED  SECURITIES    ALL OTHER
    NAME AND PRINCIPAL                                    COMPEN-       STOCK     UNDERLYING     COMPEN-
         POSITION          YEARS    SALARY     BONUS      SATION        AWARDS      OPTIONS      SATION(4)
-------------------------
<S>                        <C>     <C>        <C>        <C>          <C>            <C>           <C>
James S. Brannen(6)(9)     2001    $196,154   $101,250   $35,823(1)       --         150,000       $2,087
   President and Chief     2000    $175,000   $ 55,000   $29,509(1)       --         105,000       $3,231
   Executive Officer       1999    $175,000   $ 72,417   $29,100(1)       --         210,000       $3,433


Ronald I. Davis(7) (9)     2001    $199,308   $ 81,250   $47,781(2)       --         300,000       $2.087
   Chairman of the Board   2000    $175,000   $ 55,000   $32,334(2)       --         105,000       $3,231
                           1999    $175,000   $ 78,500   $28,050(2)       --         210,000       $3,433


Stephen Rubin              2001    $145,000   $ 66,000   $18,405(3)       --            --         $2,677
   Senior Vice             2000    $145,000   $ 40,000   $15,858(3)       --         105,000       $2,900
   President               1999    $140,000   $ 43,156   $15,350(3)       --         210,000       $2,746


Ronald J. Carr(8)          2001    $132,308      --     $11,500(5)        --            --         $1,408
   Senior Vice             2000    $154,615      --     $12,000(5)        --         150,000       $2,322
</TABLE>



                                      A-2
<PAGE>

<TABLE>
<S>                        <C>     <C>        <C>        <C>          <C>            <C>           <C>
   President                1999    $140,000      --     $12,000(5)        --        300,000       $1,703


Raymond A. Gross(9)         2001   $105,770   $ 33,333      --            --       1,350,000         --
    Chief Executive
   Officer

Paul M. Lucking(9)          2001   $ 71,539   $ 33,400      --            --         900,000         --
    Chief Operating
   Officer

Karen B. Daniels            2001   $121,384      --         --            --            --         $1,888
   Senior Vice President    2000   $110,000      --         --            --          75,000       $2,200
                            1999   $ 96,234      --         --            --         150,000       $1,814
James N. Jennings           2001   $112,077      --         --            --            --           --
    Senior Vice             2000   $107,000      --         --            --          50,000         --
   President                1999   $ 80,000   $ 21,625      --            --            --           --
</TABLE>

------------------------------

(1)   Includes $24,000, $24,000 and $16,000 for automobile allowances for 1999,
      2000 and 2001, respectively.
(2)   Includes $24,000, $24,000 and $16,000 for automobile allowances for 1999,
      2000 and 2001, respectively.
(3)   Includes $12,000, $12,000 and $12,000 for automobile allowances for 1999,
      2000 and 2001, respectively.
(4)   Amount reflects matching funds pursuant to our 401(k) Plan.
(5)   Includes $12,000, $12,000 and $11,500 for automobile allowances in 1999,
      2000 and 2001, respectively.
(6)   Mr. Brannen resigned effective August 31, 2001.
(7)   Mr. Davis resigned as Chairman of the Board in the third quarter of 2001,
      but remains as Chairman Emeritus and a Director of our company.
(8)   Mr. Carr resigned in the fourth quarter of 2001.
(9)   Includes options granted subject to shareholder approval as discussed
      below in Employment Agreements and Stock Option Plan.



                                      A-3
<PAGE>

OPTION GRANTS TABLE

         The following table contains information concerning options granted to
the Named Executive Officers in 2001. Includes options granted subject to
shareholder approval as discussed below in Employment Agreements and Stock
Option Plan.

OPTION GRANTS IN LAST FISCAL YEAR

                                         INDIVIDUAL GRANTS
                        --------------------------------------------------------
                                       PERCENT OF
                                         TOTAL
                         NUMBER OF      OPTIONS
                        SECURITIES     GRANTED TO
                        UNDERLYING     EMPLOYEES     EXERCISE OR
                         OPTIONS          IN         BASE PRICE
      NAME               GRANTED      FISCAL YEAR      ($/SH)    EXPIRATION DATE
      ----               -------      -----------      ------    ---------------
James S. Brannen          150,000         5.6%         $2.50          9/1/2004
Ronald I. Davis           300,000        11.1%         $2.50          9/1/2004
Stephen Rubin                --            --            --
Ronald J. Carr               --            --            --
Raymond A. Gross        1,350,000        50.0%         $2.50          9/1/2011
Paul M. Lucking           900,000        33.3%         $2.50          9/1/2011
Karen B. Daniels             --            --            --
James N. Jennings            --            --            --


FISCAL YEAR END OPTION VALUE TABLE

The following table contains information concerning the value of stock options
held by the Named Executive Officers at fiscal year end 2001. Includes options
granted subject to shareholder approval as discussed below in Employment
Agreements and Stock Option Plan.

               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                      AND FISCAL YEAR END OPTION/SAR VALUES


<TABLE>
<CAPTION>
                                                          NUMBER OF SECURITIES       VALUE OF UNEXERCISED
                                                          UNDERLYING UNEXERCISED    IN-THE-MONEY OPTIONS AT
                                                        OPTIONS AT FISCAL YEAR END      FISCAL YEAR END
                                                        --------------------------      ---------------
                           SHARES
                          ACQUIRED
                            ON
      NAME                EXERCISE    VALUE REALIZED    EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
      ----                --------    --------------    -------------------------   -------------------------
<S>                       <C>         <C>                <C>                               <C>
James S. Brannen             --             --            150,000  /      0                 $0  /  $0
Ronald I. Davis              --             --            300,000  /      0                 $0  /  $0
Stephen Rubin                --             --            192,500  /     122,500            $0  /  $0
Ronald J. Carr               --             --            275,000  /     175,000            $0  /  $0
Raymond A. Gross             --             --            450,000  /     900,000            $0  /  $0
Paul M. Lucking              --             --            300,000  /     600,000            $0  /  $0
Karen B. Daniels             --             --            137,500  /      87,500            $0  /  $0
James N. Jennings            --             --             33,333  /      16,667            $0  /  $0
</TABLE>




                                      A-4
<PAGE>

EMPLOYMENT AGREEMENTS

In August 1996, we entered into a three-year employment agreement with Stephen
Rubin to serve as our Senior Vice President. This employment agreement was
amended in July 1999. Pursuant to his employment agreement, Mr. Rubin receives
an annual salary of $145,000. These amounts may be increased following annual
salary reviews. In addition, if Mr. Rubin, Mr. Jennings or Ms. Davis are
terminated in connection with a change of control prior to December 31, 2003,
the executive officer is entitled to: (i) his/her salary through his/her final
date of active employment, plus any accrued but unused vacation/time off pay,
and (ii) severance pay, in an amount equal to 2.99 times his/her base salary,
plus an amount sufficient to pay for the excise tax, if any, which would be
applicable by virtue of the application of Section 280 G, or any similar
section, of the Internal Revenue Code. For purposes of this section, the
resignation by Employee following a "Change in Control" will be considered a
"termination." A "Change in Control" shall be deemed to occur on the earliest of
(i) the acquisition by any entity, person, or group of beneficial ownership, as
that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, of
more than 50% of the outstanding capital stock of the Company entitled to vote
for the election of directors ("Voting Stock"); (ii) the effective time of (1) a
merger or consolidation of the Company with one or more corporations as a result
of which the holders of the outstanding Voting Stock of the Company immediately
prior to such merger hold less than 50% of the Voting Stock of the surviving or
resulting corporation, or (2) a transfer of substantially all of the property or
assets of the Company other than to an entity of which the Company owns at least
50% of the Voting Stock; and (iv) the election to the Company's Board of
Directors, without the recommendation or approval of the incumbent Board, of
directors constituting a majority of the number of directors of the Company then
in office. Notwithstanding the foregoing, a change of control shall not be
deemed to have occurred if TJS Partners, L.P. is the entity acquiring the
capital stock of the Company.

         On September 1, 2001, we entered into an employment agreement with
Ronald I. Davis as our Chairman Emeritus, which is not an executive officer
position. This agreement renews automatically for successive one-year periods.
Pursuant to this employment agreement, Mr. Davis will be paid $254,000 from the
period September 1, 2001, through August 31, 2002 and $175,000 from the period
of September 1, 2002, through February 28, 2003. His employment agreement
provides that he is entitled to be paid for the remainder of the term if he is
terminated (i) if the initial term is not renewed; (ii) upon his death or
disability; (iii) for Good Reason, including resignation within six months
following a Change in Control; or (iv) by the Company without Cause.

         Effective August 31, 2001, Mr. Brannen resigned from his position as
President and Chief Executive Officer and as a member of our Board. In
connection with his resignation and in accordance with the terms of his
employment agreement, we entered into a settlement agreement and general release
with Mr. Brannen, pursuant to which he is entitled to receive certain severance
payments. Specifically, Mr. Brannen will be paid $225,000 in four equal
installments for the period from September 1, 2001 through August 31, 2002; the
sum of $200,000 payable in four equal installments for the period from September
1, 2002 through August 31, 2003; and the sum of $175,000, payable in four equal
installments for the period from September 1, 2003 through August 31, 2004. In
addition, Mr. Brannen received a lump sum payment of $60,000 upon the execution
of the settlement agreement and general release and a nonstatutory stock option
to purchase 150,000 shares of our common stock at an exercise price of $2.50 per
share.

         In September 2001, we entered into employment agreements with Messrs.
Gross, Lucking and Ruzika, pursuant to which Mr. Gross serves as our Chief
Executive Officer, Mr. Lucking serves as our Chief Operating Officer and Mr.
Ruzika serves as vice chairman. Pursuant to Mr. Gross' agreement, he


                                      A-5
<PAGE>

receives an annual base salary of $275,000. Mr. Gross also received a one-time
signing bonus equal to $100,000, paid in three equal installments of $33,333
each. The first such installment was paid on the date his employment agreement
was executed and the two remaining installments were paid on third and six month
anniversaries of the execution of his employment agreement. The initial term of
the employment agreement expires on December 31, 2002. If Mr. Gross' employment
is terminated by our company without cause prior to the expiration of the
initial term, he shall be entitled to severance equal to one times his annual
base salary, plus any earned but unpaid signing bonus and earned but unpaid
Incentive Bonus, as described below.

         The terms of Mr. Lucking's and Mr. Ruzika's employment agreements are
substantially the same as Mr. Gross', except that Mr. Lucking's annual base
salary is $200,000 and his signing bonus was $50,000 and Mr. Ruzika's annual
base salary is $200,000, but he did not receive any signing bonus.

         In addition, our Board has approved an incentive bonus arrangement
pursuant to which Messrs. Gross, Lucking, Ruzika and Salvatore will be eligible
to earn a bonus equal to a specified percentage of certain increases in our
earnings before interest, taxes, depreciation and amortization ("EBITDA"), as
measured over certain designated periods (the "Incentive Bonus"). Subject to
certain exceptions, Section 162(m) of the Code disallows the deduction of
compensation paid to certain senior officers by a publicly held corporation to
the extent such compensation exceeds $1 million in a taxable year. One exception
provided by Section 162(m) is for "performance-based compensation." The
Incentive Bonus is intended to comply with this exception.

         In August 2001, the Company's Board of Directors accepted and approved
the assignment of an agreement between Mr. Gross, Mr. Ruzika, Mr. Lucking and,
Mr. Salvatore. The agreement sets out that these individuals would join SAI and
hold the positions of Chief Executive Officer, Vice Chairman of the Board and
Chief Operating Officer, respectively. In addition, the agreement also states
that Mr. Salvatore would hold the position of Chairman of the Board. These
individuals, including Mr. Salvatore, are charged with the responsibility of
developing and executing a business strategy designed to significantly improve
SAI's overall financial condition, strategic direction and growth objectives. In
order to directly incentivize these four individuals, SAI agreed to pay them
collectively, in addition to their base compensation and consulting fees, one
hundred percent of the first year's improvement in annualized EBITDA as measured
for the quarter ended June 30, 2002, versus the quarter ended June 30, 2001,
with a "true-up" at December 31, 2002. During the first quarter of fiscal 2002,
SAI has executed agreements with each of the aforementioned individuals with
respect to this incentive and their terms and conditions of employment or
consultancy.

         We have entered into Confidentiality Agreements with all of our other
executive officers. These agreements contain non-compete, non-solicitation, and
confidentiality provisions, and also provide that in the event of termination of
the executive officer as a result of a change of control, the executive officer
will be paid a one-time cash payment equal to 2.99 times his or her salary, plus
an additional payment to compensate the employee for any federal excise tax
imposed as a result of this payment.

STOCK OPTION PLAN

         Under our Stock Option Plan, certain executive officers were granted
options to purchase shares of our common stock. Under the terms of each
executive officer's stock option agreement, which describes the terms of his or
her options, the options are exercisable at $2.75 per share. The options will
expire in six years and will vest over two years. If our company undergoes
certain change of control transactions, however, the options will vest
immediately.



                                      A-6
<PAGE>

         On March 10, 1999, our Board of Directors (the "Board") adopted the
Security Associates International, Inc. Stock Option Plan, subject to
stockholder approval, which was obtained at the 1999 annual stockholders
meeting. On May 23, 2000, the Stock Option Plan was amended to increase the
number of shares available for issuance thereunder from 1,800,000 to 2,800,000,
and on June 5, 2001, the Stock Option Plan was further amended to increase the
number of shares available for issuance thereunder from 2,800,000 to 3,000,000.

         In October 2001 our Board adopted, subject to stockholder approval, an
amended and restated Stock Option Plan. The Stock Option Plan has been amended
and restated to (i) permit options to have an exercise period of more than three
months following the termination of an optionee's services with the Company;
(ii) increase the number of shares of common stock available for issuance under
the Stock Option Plan from 3,000,000 shares to accommodate the issuances; and
(iii) increase the maximum number of shares issuable upon exercise of options
granted to any one employee under the Stock Option Plan in any calendar year
from 400,000 to 1,500,000.

         Our successful growth and development depends in a large part on our
ability to recruit and retain a highly skilled management team and highly
skilled outside advisors, including our non-employee directors. We believe that
our ability to issue stock options as incentive compensation greatly increases
our ability to recruit, motivate and retain a skilled executive management and
advisory team in a highly competitive environment.

         Under the Stock Option Plan, a total of 3,000,000 shares of common
stock currently has been made available for issuance upon exercise of options
granted under the plan. Because of our decision to utilize the Stock Option Plan
to recruit and motivate a skilled executive management team and outside advisors
and our anticipated needs for flexibility in compensating our key employees and
advisors in the future, our Board believes that we need to have a significant
quantity of available shares for future grants as well as additional flexibility
in designating the terms of those option grants. Accordingly, stockholders are
going to be asked to approve an amendment to increase the aggregate number of
shares available for issuance under the Stock Option Plan and to permit options
to have an exercise period of more than three months following the termination
of an optionee's services with the company.

         In addition, the stockholders are expected to be asked to approve an
amendment increasing the maximum number of shares issuable upon exercise of
options granted to any one employee under the Stock Option Plan in any calendar
year from 400,000 to 1,500,000. Our Board believes such an increase is necessary
to enable it to make grants of options to certain key executives and advisors in
amounts that are sufficient to attract and motivate such executives and
advisors. Stockholders are expected to be asked to approve this amendment to
ensure that the Stock Option Plan continues to meet the statutory requirements
of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").
In general, Section 162(m) of the Code disallows a publicly held corporation a
deduction for federal income tax purposes for compensation in excess of $1
million per year paid to its chief executive officer and the four other officers
whose compensation is disclosed in its annual proxy statement, subject to
certain exceptions. Under Section 162(m), compensation that qualifies as
"performance based compensation" is not subject to the $1 million limitation.
One of the conditions required to qualify compensation paid pursuant to option
grants under an option plan as "performance-based compensation" is stockholder
approval of the stock option plan, including approval of the maximum number of
shares with respect to which options may be granted to a single employee during
a specified period. Because the maximum number of shares issuable upon exercise
of options granted to any one employee in any calendar year is being increased,
you are now being asked to approve the increase to ensure that the Stock Option
Plan, as amended, will continue to qualify under the statutory requirements of
Section 162(m).



                                      A-7
<PAGE>

The purpose of our Stock Option Plan is to advance the interests and enhance the
value of our company by:

     -   aligning the economic interests of our key employees, consultants and
         directors with those of our stockholders;

     -   inducing individuals of outstanding ability and potential to join
         and/or remain with us; and

     -   providing key employees, consultants and directors with an additional
         incentive to contribute to our success.

         The Stock Option Plan is administered by the Board or a committee
designated by the Board. The committee has discretion as to which employees,
non-employee directors, consultants or independent contractors will receive
options. The committee also establishes the terms, conditions and limitations of
each option, including the type and amount of the option, the number of shares
of common stock underlying each option, the exercise price and the date or dates
upon which the option vests and becomes exercisable. No member of the committee
shall receive any options pursuant to the Stock Option Plan or any similar plan
while serving on the committee unless the Board determines that the grant of
such option fulfills the then current Rule 16b-3 requirements under the
Securities Exchange Act of 1934, as amended. The committee also has full power
to construe and interpret the Stock Option Plan and the options granted under
the Stock Option Plan, to establish rules and regulations necessary or advisable
for its administration, and to determine the terms of and amend the option
agreements evidencing the grants.

         Our Stock Option Plan permits grants of incentive stock options, as
defined by Section 422 of the Code, and non-qualified stock options. Incentive
stock options must have a per share exercise price at least equal to the fair
market value of the underlying common stock at the time the option is granted.
If an incentive stock option is granted to any participant who owns more than
10% of the voting power of our company (a "Significant Stockholder"), then the
exercise price per share must be not less than 110% of fair market value on the
date of grant. The exercise price for non-qualified options will be determined
by the committee in its sole discretion on the date of grant, and may be less
than fair market value.

         Each participant receiving an incentive stock option must be an
employee of our company or of a subsidiary at the time an incentive option is
granted. The maximum exercise period for an incentive stock option may not be
greater than ten years (incentive stock options granted to a Significant
Stockholder must have an exercise period of not more than five years). The fair
market value of shares as to which incentive stock options are exercisable for
the first time by an employee during any single calendar year (under the Stock
Option Plan and any other incentive option plan of our company or a subsidiary)
may not exceed $100,000. Except as otherwise determined by the committee, all
options are nontransferable and may be exercised during the optionee's lifetime
only by the optionee.

         A participant who ceases to be an employee or consultant of our company
or a subsidiary for any reason other than death, disability or termination "for
cause" will, unless otherwise determined by the committee, be permitted to
exercise any option, to the extent it is vested on the date of such cessation,
but only within three months of such cessation (or, if earlier, within the
originally prescribed term of the option). If a participant dies, his or her
estate or personal representative may exercise the option, to the extent it was
vested and exercisable on the date of death. If a participant becomes
permanently disabled, he or she may exercise the option to the extent it was
vested and exercisable at the time of the onset of the disability or, if the
option vests periodically, to the extent it would have been exercisable as of
the


                                      A-8
<PAGE>

next periodic vesting date. In the case of either death or disability, the
option must be exercised within twelve months after the date of death or onset
of disability, and prior to the original expiration date of the option. A
participant who is terminated "for cause" will immediately lose all rights to
exercise any options.

         Upon any change in the nature or number of outstanding shares of our
common stock due to stock split, dividend, merger, reorganization or similar
event, adjustments will be made to the numbers of shares and the applicable
exercise prices under outstanding options to prevent dilution or enlargement of
the options previously granted.

         The Board may amend the Stock Option Plan in any respect and it will
seek stockholder approval for such amendments, when approval is required by the
Code, any federal or state statute or regulation or the rules of the American
Stock Exchange or any other exchange on which our shares may be listed.

         The Board may terminate the Stock Option Plan at any time. However, no
termination or amendment will affect the rights of participants under options
previously granted without the participant's consent. Unless previously
terminated, the Stock Option Plan will terminate on March 10, 2009, and no
options will be granted after that date.

         THE FOLLOWING TABLE PRESENTS THE OPTIONS THAT WILL BE RECEIVED BY OR
ALLOCATED TO EACH OF THE FOLLOWING INDIVIDUALS UNDER THE STOCK OPTION PLAN AT AN
EXERCISE PRICE OF $2.50 PER SHARE (EXCEPT THE EXERCISE PRICE FOR MR. OBERLANDER
IS $2.20 PER SHARE) IF THE AMENDMENT OF THE STOCK OPTION PLAN DESCRIBED ABOVE IS
APPROVED:

NEW PLAN BENEFITS
SECURITY ASSOCIATES INTERNATIONAL, INC.
STOCK OPTION PLAN, AS AMENDED

                                                             NO. OF SHARES
                                                              UNDERLYING
                                                                OPTION
Name and Position                                              GRANTED(1)
                                                               ----------

Raymond A. Gross
      Chief Executive Officer                                   1,350,000
Paul M. Lucking
      Chief Operating Officer                                     900,000
Thomas J. Salvatore
      Chairman of the Board                                       600,000
Stephen J. Ruzika
      Vice Chairman of the Board                                  750,000
Ronald I. Davis
      Director                                                    300,000
Douglas J. Oberlander(2)
      Director                                                    150,000

Executive Group (7 individuals)                                 2,100,000
Non-Executive Director Group (5 individuals)
                                                                2,250,000



                                      A-9
<PAGE>

Non-Executive Officer Employee Group                                    0

--------------------

(1)      The New Plan Benefits Table reflects the number of shares issuable upon
         exercise of the options that the Board has authorized to date to be
         granted pursuant to the increase in the number of shares issuable under
         the Stock Option Plan, subject to stockholder approval being sought by
         this proxy.

(2)      In addition, if the amendment of the Stock Option Plan is approved, the
         option agreements governing options previously issued to Douglas J.
         Oberlander and Michael B. Jones will be amended to permit the exercise
         of any vested options for a period of six years following the
         termination of their services as nonemployee directors (instead of the
         current three months).

DIRECTOR COMPENSATION

All directors are reimbursed for travel expenses incurred in connection with
attending Board and committee meetings. Our independent directors are is to be
paid $2,000 per month through at least December 31, 2002, provided that he does
not voluntarily resign earlier. Directors are not entitled to additional fees
for serving on committees of the Board. In addition, if the amendment of the
Stock Option Plan described above is approved, certain directors will be granted
options to purchase shares of common stock under our amended and restated Stock
Option Plan. Subject to stockholder approval, the Board has approved granting
525,000 shares of common stock to Mr. Salvatore. Mr. Salvatore has been
instrumental in finding and negotiating a satisfactory arrangement with our
strategic partner, Foamart Limited, which has invested in our company, with the
proceeds used to partially finance the acquisition of certain assets from
SecurityVillage.com. Foamart Limited is an affiliate of SecurityVillage.com with
whom we have also entered into an alliance to expand the services we will be
able to offer our dealers.














                                      A-10

<PAGE>



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
OFFICERS AND PRINCIPAL HOLDERS

         The following table lists certain information regarding the beneficial
owners of our common stock as of April 1, 2002, which includes: (i) each person
known to us who beneficially owns more than 5% of the outstanding shares of our
common stock; (ii) each of our company's directors; (iii) the Named Executive
Officers; and (iv) all of our company's directors and executive officers as a
group. We believe that, except as noted, each person or entity named below has
sole voting and investment power with respect to all shares of common stock
shown as beneficially owned by such holder, subject to community property laws
where applicable.
<TABLE>
<CAPTION>

                                                          BENEFICIAL OWNERSHIP
                                                          --------------------

         NAME                                  NUMBER OF SHARES                    PERCENT(1)
         ----                                  ----------------                    ----------
<S>                                                <C>                                <C>
Thomas J. Salvatore(2)
c/o TJS Partners, L.P.
155 E. Putnam Avenue
Greenwich, Connecticut 06830                        15,135,900                         55.57%

TJS Partners, L.P.(3)
115 East Putnam Avenue
Greenwich, Connecticut 06830                        13,735,900                         52.60%

EGI-Fund (01) Investors, L.L.C.(4)
Two North Riverside Plaza, Suite 600
Chicago, Illinois 60606                              4,500,000                         15.73%

Foamart Limited (5)
c/o Weil, Gotshal & Manges LLP
One South Place
London EC2M 2WG                                      2,885,000                         10.56%

Ronald I. Davis(6)
c/o Security Associates
International, Inc.
2101 S. Arlington Heights Road
Arlington Heights, Illinois 60005                    1,524,695                          5.70%

Stephen Rubin(7)
c/o Security Associates
International, Inc.
2101 S. Arlington Heights Road
Arlington Heights, Illinois 60005                      727,198                          2.75%
</TABLE>

                                      A-11
<PAGE>
<TABLE>
<S><C>

Ronald J. Carr(8)
c/o Security Associates
International, Inc.
2101 S. Arlington Heights Road
Arlington Heights, Illinois 60005                      471,096                          1.77%

Douglas J. Oberlander(9)
10225 N. Knoxville Avenue
Peoria, Illinois 61615                                 329,474                          1.25%

Raymond A. Gross(10)
c/o Security Associates
International, Inc.
2101 S. Arlington Heights Road
Arlington Heights, Illinois 60005                      460,000                          1.74%

Paul M. Lucking(11)
c/o Security Associates
International, Inc.
2101 S. Arlington Heights Road
Arlington Heights, Illinois 60005                      310,000                          1.17%

Stephen J. Ruzika(12)
c/o Security Associates
International, Inc.
2101 S. Arlington Heights Road
Arlington Heights, Illinois 60005                      260,000                          1.00%

James S. Brannen(13)
902 Hawthorne Ln.
Geneva, Illinois  60135                              745,500                           2.84%

James N. Jennings(14)
c/o Security Associates
  International, Inc.
2101 S. Arlington Heights Road
Arlington Heights, Illinois  60005                    33,333                               *

Karen B. Daniels(15)
c/o Security Associates
  International, Inc.
2101 S. Arlington Heights Road
Arlington Heights, Illinois  60005                   242,475                               *

Mark Radzik(16)
c/o EGI-Fund (01) Investors, L.L.C.
Two North Riverside Plaza, Suite 600
Chicago, Illinois 60606                               15,000                               *
</TABLE>

                                      A-12
<PAGE>
<TABLE>
<S><C>

All Executive Officers and Directors
as a group (9 persons) (17)                         17,293,402                         62.47%
</TABLE>

--------------------

* = less than 1%.

(1)      Applicable percentage of ownership as of April 1, 2002, is based upon
         26,112,285 shares of common stock outstanding (including 14,945,900
         shares issuable upon conversion of outstanding shares of Series A
         Convertible Preferred Stock and 2,000,000 shares issuable upon
         conversion of outstanding shares of Series B Convertible Preferred
         Stock). Beneficial ownership is determined in accordance with the rules
         of the Securities and Exchange Commission, and unless otherwise noted
         includes voting and investment power with respect to the shares shown
         as beneficially owned. Shares of common stock issuable or subject to
         options or warrants currently exercisable or exercisable within 60 days
         (as well as those subject to shareholder approval as described in
         Employment Agreements, Stock Option Plans and Certain Relationships and
         Related Party Transactions) are deemed outstanding for purposes of
         computing the percentage ownership of the person holding such shares
         options or warrants, but are not deemed outstanding for computing the
         percentage ownership of any other person.

(2)      Includes 137,359 shares of Series A Convertible Preferred Stock owned
         by TJS Partners, L.P. Mr. Salvatore controls voting and disposition of
         these shares as the Managing Partner of TJS Partners, L.P. Also
         includes 275,000 shares of common stock owned by Mr. Salvatore
         personally, as well as 525,000 shares of common stock and 600,000
         shares of common stock the issuance of which are subject to options
         which are subject to shareholder approval as discussed in Certain
         Relationships and Related Party Transactions.

(3)      Consists of 137,359 shares of Series A Convertible Preferred Stock.
         Each share of Series A Convertible Preferred Stock is convertible into
         and has the voting rights of 100 shares of common stock.

(4)      Consists of 2,500,000 shares of common stock that may be acquired
         within 60 days upon exercise of a warrant and 20,000 shares of Series B
         Convertible Preferred Stock. Each share of Series B Convertible
         Preferred Stock is convertible into and has the voting rights of 100
         shares of common stock.

(5)      Consists of 460,000 shares of common stock, 1,215,000 shares of common
         stock that may be acquired within 60 days upon exercise of a warrant
         and 12,100 shares of Series A Convertible Preferred Stock. Each share
         of Series A Convertible Preferred Stock is convertible into and has the
         voting rights of 100 shares of common stock.

(6)      Includes 909,695 shares owned by Mr. Davis and J, S & R Ltd., L.P. Also
         includes 615,000 shares that may be acquired within 60 days upon
         exercise of options. Excludes 5,337 shares owned by Beverly Davis, Mr.
         Davis' wife, 7,700 shares owned by Scott Davis, Mr. Davis` son, 7,500
         shares owned by Deborah Davis, Scott's wife, 12,500 shares owned by
         Ethan Davis, Mr. Davis' grandson, 12,500 shares owned by Benjamin
         Davis, Mr. Davis` grandson, 5,000 shares owned by Emma Davis, Mr.
         Davis' granddaughter, and 21,801 shares owned by Ann Davis, Mr. Davis`
         sister, as to which Mr. Davis disclaims beneficial ownership.

                                      A-13
<PAGE>

(7)      Includes 412,198 shares owned by Mr. Rubin, and 315,000 shares that may
         be acquired within 60 days upon exercise of options. Excludes 13,600
         shares owned by Jamie Rubin, Mr. Rubin's son, as to which Mr. Rubin
         disclaims beneficial ownership.

(8)      Includes 21,096 shares owned by Mr. Carr, and 450,000 shares that may
         be acquired within 60 days upon exercise of options.

(9)      Includes 154,474 shares owned by Mr. Oberlander, and 175,000 shares
         that may be acquired upon exercise of options (including options to
         purchase 150,000 shares which are vested but subject to shareholder
         approval as discussed in Employment Agreements and Stock Option Plan).

(10)     Includes 450,000 shares which may be acquired upon the exercise of
         options which are vested but subject to shareholder approval as
         discussed in Employment Agreements and Stock Option Plan.

(11)     Includes 300,000 shares which may be acquired upon the exercise of
         options which are vested but subject to shareholder approval as
         discussed in Employment Agreements and Stock Option Plan.

(12)     Includes 250,000 shares which may be acquired upon the exercise of
         options which are vested but subject to shareholder approval as
         discussed in Employment Agreements and Stock Option Plan.

(13)     Includes 595,500 shares owned by Mr. Brannen and a family limited
         partnership. Excludes 7,580 shares owned by Martha A. Brannen, Mr.
         Brannen's wife, 10,000 shares owned by Craig Brannen, 10,000 shares
         owned by Sarah B. Ozee and 10,000 shares owned by Peter Brannen, Mr.
         Brannen's children, as to which Mr. Brannen disclaims beneficial
         ownership. Includes 150,000 shares which may be acquired upon the
         exercise of options which are vested but subject to shareholder
         approval as discussed in Employment Agreements and Stock Option Plan.

(14)     Consists of 33,333 shares of common stock which may be acquired within
         60 days upon the exercise of options.

(15)     Consists of 225,000 shares of common stock which may be acquired within
         60 days upon the exercise of options.

(16)     Mr. Radzik disclaims beneficial ownership of the shares held by EGI
         Fund (01) Investors, L.L.C. which designated Mr. Radzik to serve as a
         director of SAI.

(17)     Includes 3,173,333 shares of common stock which are issuable or may be
         acquired upon the exercise of options, some of which are subject to
         shareholder approval as discussed in Employment Agreements, Stock
         Options Plan and Certain Relationships and Related Party Transactions.
         See footnotes above.

                                      A-14
<PAGE>


         The following table presents certain information regarding the
beneficial ownership of Series A Convertible Preferred Stock as of April 1, 2002
by: (i) each person known by us to beneficially own more than 5% of the
outstanding shares of Series A Convertible Preferred Stock; (ii) each of our
directors and Named Executive Officers who beneficially own any shares of Series
A Convertible Preferred Stock; and (iv) all directors and executive officers as
a group. We believe that, except as noted, each person named below has sole
voting and investment power with respect to all shares of Series A Convertible
Preferred Stock shown as beneficially owned by them, subject to community
property laws where applicable.

<TABLE>
<CAPTION>
                                                                          BENEFICIAL OWNERSHIP(1)
                                                                 ----------------------- ------------------
                             NAME                                NUMBER OF SHARES           PERCENT(2)
                             ----                                ----------------           ----------
<S>                                                                    <C>                     <C>
TJS Partners, L.P.
115 East Putnam Avenue
Greenwich, Connecticut 06830................                            137,359                 92%

Thomas J. Salvatore(3)
c/o TJS Partners, L.P.
115 East Putnam Avenue
Greenwich, Connecticut 06830................                            137,359                 92%

Foamart Limited
c/o Weil, Gotshal & Manges LLP
One South Place
London EC2M 2WG.............................                             12,100                  8%

All Executive Officers and Directors as a group
  (1 person)................................                            137,359                 92%
--------------------
</TABLE>

(1)      Beneficial ownership is determined in accordance with the rules of the
         Securities and Exchange Commission, and unless otherwise noted includes
         voting and investment power with respect to the shares shown as
         beneficially owned.

(2)      Applicable percentage of ownership as of April 1, 2002 is based upon
         149,459 shares of Series A Convertible Preferred Stock outstanding.
         Each share of Series A Convertible Preferred Stock is convertible into
         and has the voting rights of 100 shares of common stock. The total
         voting power of all securities owned by any holder of Series A
         Convertible Preferred Stock is limited to a maximum of 45% of the total
         number of votes eligible to vote on a matter submitted to our
         stockholders.

(3)      Consists of 137,359 shares of Series A Convertible Preferred Stock
         owned by TJS Partners, L.P. Mr. Salvatore controls voting and
         disposition of these shares as the Managing General Partner of TJS
         Partners, L.P.


                                      A-15
<PAGE>

         The following table presents certain information regarding the
beneficial ownership of Series B Convertible Preferred Stock as of April 1, 2002
by: (i) each person known by us to beneficially own more than 5% of the
outstanding shares of Series B Convertible Preferred Stock; (ii) each of our
directors and Named Executive Officers who beneficially own any shares of Series
B Convertible Preferred Stock; and (iv) all directors and executive officers as
a group. We believe that, except as noted, each person named below has sole
voting and investment power with respect to all shares of Series B Convertible
Preferred Stock shown as beneficially owned by them, subject to community
property laws where applicable.

<TABLE>
<CAPTION>

                                                                          BENEFICIAL OWNERSHIP(1)
                                                                    ----------------------------------
                             NAME                                   NUMBER OF SHARES        PERCENT(2)
                             ----                                   ----------------        ----------
<S>                                                                 <C>                     <C>

EGI-Fund (01) Investors, L.L.C.
Two North Riverside Plaza, Suite 600
Chicago, Illinois 60606.....................                             20,000                100%
</TABLE>

 (1)     Beneficial ownership is determined in accordance with the rules of the
         Securities and Exchange Commission, and unless otherwise noted includes
         voting and investment power with respect to the shares shown as
         beneficially owned.

(2)      Applicable percentage of ownership as of April 1, 2002 is based upon
         20,000 shares of Series B Convertible Preferred Stock outstanding. Each
         share of Series B Convertible Preferred Stock is convertible into and
         has the voting rights of 100 shares of common stock.



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In 2001, the Company entered into a three-year consulting arrangement
with Thomas Salvatore, the Company's Chairman of the Board and managing partner
of TJS Partners, L.P. (SAI's largest shareholder). In accordance with the
arrangement, Mr. Salvatore is to receive consulting fees in the amount of
$240,000 per year from January 1, 2001 through December 31, 2003. In addition,
in 2001, Mr. Salvatore received 525,000 shares of common stock for past services
rendered to SAI and was given 600,000 options to purchase common stock at $2.50
per share. The common stock grant given to Mr. Salvatore is yet to be issued and
the option award has yet to be approved by SAI's common shareholders. In 2000,
Mr. Salvatore received options to purchase 25,000 shares of common stock at
$2.50 per share and options to purchase150,000 shares of common stock at $3.625
per share. In addition, 100,000 shares of common stock were granted to Mr.
Salvatore for his services rendered regarding a private placement of securities
involving SAI. Under the terms of the private placement of securities, SAI
received $250,000 in cash.





                                      A-16
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused the report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       SECURITY ASSOCIATES INTERNATIONAL, INC.



                                       By: /s/ Raymond A. Gross
                                           -----------------------------------
April 30, 2002                                 Raymond A. Gross, President and
                                               Chief Executive Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934,
     this report has been signed below by the following persons on behalf of the
     registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

                    SIGNATURE                                           TITLE                            DATE
                    ---------                                           -----                            -----
<S><C>

/s/ Raymond A. Gross                                President (Principal Executive Officer,         April 30, 2002
------------------------------------
Raymond A. Gross                                    Principal Financial Officer, Principal
                                                    Accounting Officer) and Director

/s/ Ronald I. Davis                                 Director                                        April 30, 2002
------------------------------------
Ronald I. Davis

/s/ Thomas J. Salvatore                             Director                                        April 30, 2002
------------------------------------
Thomas J. Salvatore

/s/ Stephen J. Ruzika                               Director                                        April 30, 2002
------------------------------------
Stephen J. Ruzika
</TABLE>


                                      A-17