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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 3 )
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Vista 2000, Inc.
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(Name of Issuer)
Common Stock 928393107
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(Title of class of securities) (CUSIP number)
Ellison C. Morgan
c/o Morgan Capital Management
One Sansome Street, Suite 2000
San Francisco, CA 94104
(415) 951-4699
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(Name, address and telephone number of person authorized to receive
notices and communications)
June 10, 1996
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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 [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
Continued on the following page(s))
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CUSIP No. 928393107 13D
1 NAME OF REPORTING PERSON: Ellison C. Morgan
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A (Reporting person has no direct
ownership)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF U.S.A.
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,835,488
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 2,835,488
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 2,835,488
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 24.4%
14 TYPE OF REPORTING PERSON: IN
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CUSIP No. 928393107 13D
1 NAME OF REPORTING PERSON: MCM Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC; BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF California
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 2,511,288
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 289,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 2,511,288
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 289,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 2,800,288
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 24.1%
14 TYPE OF REPORTING PERSON: PN
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CUSIP No. 928393107 13D
1 NAME OF REPORTING PERSON: M&M Capital, L.D.C.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC; OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Cayman Islands
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 289,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 289,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE -0-
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 289,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.5%
14 TYPE OF REPORTING PERSON: OO
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CUSIP No. 928393107 13D
1 NAME OF REPORTING PERSON: Morgan Capital Management
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF California
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 35,200
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,800,288
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 35,200
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 2,800,288
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 2,835,488
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 24.4%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 928393107 13D
1 NAME OF REPORTING PERSON: Ellison Carl Morgan, as trustee
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF U.S.A.
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 602,100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 602,100
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE -0-
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 602,100
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.2%
14 TYPE OF REPORTING PERSON: IN
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This statement is the third amendment to a statement on Schedule
13D filed in respect of the Common Stock of Vista 2000, Inc., a
Delaware corporation (the "Company"), by a group currently consisting
of Ellison C. Morgan, MCM Partners, L.P. ("MCM Partners"), M&M
Capital, L.D.C. ("M&M Capital"), Morgan Capital Management ("Morgan
Capital") and Ellison Carl Morgan, as trustee (collectively, the
"Reporting Persons").
Item 1. Security and Issuer.
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Common Stock, par value $.01 per share
Vista 2000, Inc.
736 Johnson Ferry Road
Marietta, GA 30068
Item 2. Identity and Background.
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Name: Ellison C. Morgan
Business Address: One Sansome Street, Suite 2000
San Francisco, CA 94104
Principal Employment: President - Morgan Capital Management
General Partner/Investment Partnership
One Sansome Street, Suite 2000
San Francisco, CA 94104
Criminal Proceedings: None
Applicable Civil, Judicial,
or Administrative
Proceedings: None
Citizenship: USA
Name: MCM Partners, L.P.
Place of Organization: California
Principal Business: Investments
Address of Principal
Business and Office: One Sansome Street, Suite 2000
San Francisco, CA 94104
Criminal Proceedings: None
Applicable Civil, Judicial,
or Administrative
Proceedings: None
Name: M&M Capital, L.D.C.
Place of Organization: Cayman Islands
Principal Business: Investments
Address of Principal
Business and Office: One Sansome Street, Suite 2000
San Francisco, CA 94104
Criminal Proceedings: None
Applicable Civil, Judicial,
or Administrative
Proceedings: None
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Name: Morgan Capital Management
Place of Organization: California
Principal Business: General Partner/Investment Partnership
Address of Principal
Business and Office: One Sansome Street, Suite 2000
San Francisco, CA 94104
Criminal Proceedings: None
Applicable Civil, Judicial,
or Administrative
Proceedings: None
Ellison C. Morgan and Morgan Capital are the general partners of
MCM Partners. MCM Partners is the general partner of M&M Capital.
Ellison C. Morgan is the sole stockholder, director and officer of
Morgan Capital.
Ellison Carl Morgan is the sole trustee of the Ellison C. Morgan
Revocable Trust dated 9/9/82 (the "Trust"). The business address of
Ellison Carl Morgan is 200 SW Market Street, Suite 1950, Portland,
Oregon 97201. Mr. Morgan's present principal occupation is President
of 2030 LLC, investments, 200 SW Market Street, Suite 1950, Portland,
Oregon 97201. Mr. Morgan has not, during the past five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is 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 violation with respect to such laws. Mr. Morgan is a
citizen of the United States.
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Item 3. Source and Amount of Funds or Other Consideration.
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The aggregate amount of funds used by MCM Partners to purchase
the 2,511,288 shares of Common Stock owned by it was approximately
$20,806,000. Such amount was derived from partnership funds and
borrowings from the United States National Bank of Oregon.
The aggregate net amount of funds used by M&M Capital to purchase
the 289,000 shares of Common Stock owned by it was approximately
$675,000. Such amount was derived from working capital and borrowings
through its margin account at Republic New York Securities
Corporation.
The aggregate net amount of funds used by Morgan Capital to
purchase the 35,200 shares of Common Stock owned by it was
approximately $208,000. Such amount was derived from working capital.
The aggregate amount of funds used by the Trust to purchase the
602,100 shares of Common Stock owned by it was approximately
$5,200,000. Such amount was derived from Trust funds contributed by
Ellison Carl Morgan.
Item 4. Purpose of Transaction.
----------------------
The shares originally were purchased by the Reporting Persons for
investment purposes.
Ellison Carl Morgan joined the Schedule 13D group of his son,
Ellison C. Morgan, because Mr. Morgan and his son shared concerns
regarding the financial and accounting improprieties announced by the
Company in April 1996 and expected to coordinate their actions with
respect to the Company.
In Amendment No. 2 to the Schedule 13D, the Reporting Persons
reported that they were reviewing their alternatives and intended to
closely monitor developments relating to and affecting the Company.
The Reporting Persons reported that they had discussions with a
limited number of similarly dissatisfied stockholders of the Company,
and, together with one other stockholder, representatives of the
Company itself regarding the problems at the Company and the need for
a strong independent Board of Directors. The Company representatives
indicated that they would be willing to have Ellison Carl Morgan and
such other stockholder join the Company's Board. Mr. Morgan declined
such invitation and indicated that he would consider serving only if a
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majority of the Company's Board were comprised of newly-elected
independent directors.
On June 10, 1996, Ellison Carl Morgan was elected to the
Company's Board of Directors together with five other new non-employee
directors of the Company. As a result of the foregoing, Ellison Carl
Morgan has determined to leave the Schedule 13D group of the other
Reporting Persons, effective with the filing of this Amendment No. 3
to the Schedule 13D. There are no agreements, arrangements or
understandings between Ellison Carl Morgan, on the one hand, and the
other Reporting Persons, on the other, with respect to the Company or
its securities.
Subject to availability at prices deemed favorable, the Reporting
Persons may acquire additional shares of Common Stock from time to
time in the open market, in privately negotiated transactions or
otherwise. The Reporting Persons also may dispose of shares of Common
Stock from time to time in the open market, in privately negotiated
transactions or otherwise.
Although the foregoing represents the range of activities
presently contemplated by the Reporting Persons with respect to the
Company and the Common Stock, it should be noted that the possible
activities of the Reporting Persons are subject to change at any time.
Except as set forth above, the Reporting Persons have no present plans
or intentions that relate to or that would result in any of the
transactions described in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) As of June 18, 1996, the Reporting Persons beneficially
owned the following number of shares of the Company's Common Stock
(the approximate percentage of the shares of Common Stock owned as
indicated in parentheses below is based on 11,626,475 shares of Common
Stock reported to be outstanding by the Company in the Company's
Current Report on Form 8-K dated June 7, 1996).
(i) MCM Partners owned 2,511,288 shares (24.1%).
(ii) M&M Capital owned 289,000 shares (2.5%).
(iii) Morgan Capital owned 35,200 shares (.3%). Morgan
Capital also may be deemed to beneficially own the shares owned
by MCM Partners and M&M Capital.
(iv) Ellison C. Morgan has voting and dispositive power
with respect to the securities owned by MCM Partners, M&M
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Capital and Morgan Capital and, accordingly, he may be deemed to
beneficially own the 2,835,488 shares (24.4%) owned in the
aggregate by such Reporting Persons.
(v) Ellison C. Morgan, as trustee of the Trust, owned
602,100 shares (5.2%).
Each Reporting Person disclaims beneficial ownership of the
shares of Common Stock show herein as being beneficially owned by the
other Reporting Persons.
(b) The responses of the Reporting Persons to Items 7 through 11
of the portions of the cover page of this Amendment No. 2 to the
Schedule 13D which relate to beneficial ownership of shares of the
Common Stock are incorporated herein by reference.
(c) See Exhibit 2 for a listing of transactions in shares of
Common Stock or other securities of the Company by the Reporting
Persons. All such transactions were effected in open market
transactions.
(d) (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
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with Respect to Securities of the Issuer.
----------------------------------------
The Reporting Persons have no contracts, arrangements, or
understandings with any persons, or each other, with respect to their
Vista 2000, Inc. securities. As set forth under Item 5, Ellison C.
Morgan makes voting and dispositive decisions for MCM Partners, L.P.,
M&M Capital, L.D.C., and Morgan Capital Management.
Item 7. Material To Be Filed As Exhibits.
--------------------------------
The following are filed herewith as exhibits:
1. Information concerning transactions in the Common Stock
effected by the Reporting Persons since the filing of Amendment No. 2.
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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.
June 18, 1996 /s/ Ellison C. Morgan
---------------------------------------------
Ellison C. Morgan
Morgan Capital Management
June 18, 1996 By: /s/ Ellison C. Morgan
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Ellison C. Morgan, President
MCM Partners, L.P.
By: Morgan Capital Management
General Partner
June 18, 1996 By: /s/Ellison C. Morgan
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Ellison C. Morgan, President
M&M Capital, L.D.C.
By: MCM Partners, L.P.,
General Partner
By: Morgan Capital Management
General Partner
June 18, 1996 By: /s/Ellison Carl Morgan
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Ellison C. Morgan
/s/Ellison Carl Morgan
---------------------------------------------
Ellison Carl Morgan
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EXHIBIT INDEX
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Exhibit 1. Information concerning transactions in the Common
Stock effected by the Reporting Persons since the
filing of Amendment No. 2.
NYFS11...:\89\73289\0006\139\SCH5146K.050
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Exhibit 1
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Transactions in the Common Stock
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MCM Partners
Settlement Date Shares Bought Per Share Price
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5/7/96 5,000 $3.25
5/13/96 10,000 2.00
5/14/96 2,500 1.9687
5/15/96 15,000 1.9792
5/16/96 10,000 1.5825
5/17/96 10,000 1.625
NYFS11...:\89\73289\0006\139\SCH5146K.050
