<PAGE>
-----------------------------------
OMB APPROVAL
OMB Number 3235-0145
Expires: November 30, 1999
Estimated average burden hours
per response .............. 14.90
-----------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
A.C. MOORE ARTS & CRAFTS, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Securities)
0086T 10 3
(CUSIP Number)
12/31/99
(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)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting persons'
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 for the remainder of this cover page shall not be
deemed to be "filled" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("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).
<PAGE>
CUSIP No. 00086T 10 3 SCHEDULE 13G Page 2 of 4 Pages
1 NAMES OF REPORTING PERSONS.
William Kaplan
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
1,940,000 shares
6 SHARED VOTING POWER
0 shares
7 SOLE DISPOSITIVE POWER
1,940,000 shares
8 SHARED DISPOSITIVE POWER
0 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,940,000 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.2%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
CUSIP No. 00086T 10 3 SCHEDULE 13 G Page 3 of 4 Pages
Item 1.
(a) Name of Issuer
A.C. Moore Arts & Crafts, Inc. (the "Issuer")
(b) Address of Issuer's Principal Executive Offices
500 University Court, Blackwood, NJ 08012
Item 2.
(a) Name of Person Filing
William Kaplan
(b) Address of Issuer's Principal Business Office or, if none,
Residence
500 University Court, Blackwood, NJ 08012
(c) Citizenship
United States of America
(d) Title of Class of Securities
Common Stock, no par value
(e) CUSIP Number
00086T 10 3
Item 3.
Not Applicable
Item 4. Ownership
(a) As of December 31, 1999, Mr. William Kaplan beneficially owned
1,940,000 shares of common stock of the Issuer.
The filing of this Statement shall not be construed as an
admission that William Kaplan is, for purposes of Section
13(d) or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of the equity securities covered by this
statement or that he is required to file this statement.
(b) As of December 31, 1999, the shares of common stock of the
Issuer beneficially owned by William Kaplan represent 26.2% of
the outstanding common stock of the Issuer.
(c) William Kaplan (i) has the sole power to vote or to direct the
vote of 1,940,000 shares of common stock of the Issuer; (ii)
has shared power to vote or direct the vote of 0 shares of
common stock of the Issuer; (iii) has sole power to dispose or
direct the disposition of 1,940,000 shares of common stock of
the Issuer; and (iv) has shared power to dispose or to direct
the disposition of 0 shares of common stock of the Issuer.
<PAGE>
CUSIP No. 00086T 10 3 SCHEDULE 13G Page 4 of 4 Pages
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
Not Applicable
SIGNATURE
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.
Dated: February 14, 2000 /s/ William Kaplan
--------------------------------
William Kaplan
