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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Creative Vistas, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
225300 10 2
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(CUSIP Number)
Tudor Investments Ltd. Profit Sharing Plan
4909 East McDowell Rd., Suite 100
Phoenix, Arizona 85008
(602) 225-0504
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 9, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* 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
disclosures provided in a prior cover page.
The information required on 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 ("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>
SCHEDULE 13D
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CUSIP NO. 225300 10 2 Page 2 of 4 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tudor Investments Ltd. Profit Sharing Plan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
The shares of Company Stock held in the name of Tudor Investments
Ltd. Profit Sharing Plan are beneficially owned by Ronald E. Warnicke.
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITZENSHIP OR PLACE OF ORGANIZATION
Arizona
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7 SOLE VOTING POWER
474,778
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 474,778
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,778
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.5%
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14 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 225300 10 2 Page 3 of 4 Pages
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to shares of the common stock, no par value (the
"Common Stock") of Creative Vistas, Inc. (the "Company"). The principal
executive offices of the Company are located at 4909 East McDowell Road, Suite
100, Phoenix, Arizona 85008.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Tudor Investments Ltd., a Profit
Sharing Plan ("Tudor") whose place of organization is Arizona and whose business
address is 4909 East McDowell Road, Suite 100, Phoenix, Arizona 85008. During
the last five years Tudor has not been convicted in a criminal proceeding of the
type required to be disclosed herein. Tudor has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction during
the last five years which would make it subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with
respect to such laws.
ITEMS 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Tudor acquired the shares of Common Stock in the Company pursuant to the
Company's Modified Plan of Reorganization under Chapter 11.
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to the Company's modified plan of reorganization, as confirmed by
the Bankruptcy Court on November 27, 1996, the Company issued an aggregate of
95% of its issued and outstanding shares of Common Stock to nominees or
transferees of 4909 East McDowell Joint Venture to satisfy certain rent
obligations. Tudor received 474,778 shares of the Company's Common Stock as a
nominee of 4909 East McDowell Joint Venture.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Warnicke beneficially owns 474,778 shares of the Common Stock of the
Company, comprising approximately 47.5% of the outstanding Common Stock of
the Company.
(b) Tudor has the sole power to vote and to dispose of the securities described
in subsection (a).
(c) Tudor has not effected any transaction in securities of the Company during
the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Modified Plan of Reorganization of the Company.*
Exhibit 2 - Certification Regarding Joint Filing of Schedule 13D.
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* Incorporated by reference to Exhibit 1.1 to the Company's Form 10-QSB filed
with the Commission on August 15, 2000.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 225300 10 2 Page 4 of 4 Pages
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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.
August 7, 2000 /s/ Ronald E. Warnicke
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Date Signature
Ronald E. Warnicke
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Name
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
