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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 3 Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Ford Motor Company
Person* (Last) (First) (Middle)
The American Road, Suite 325, WHQ
(Street)
Dearborn Michigan 48121
(City) (State) (Zip)
2. Date of Event Requiring (Month/Day/Year)
Statement 6/10/99
3. IRS or Social Security Number
of Reporting Person
(Voluntary)
4. Issuer Name and Ticker or Automobile Protection Corporation - APCO
Trading Symbol ("APCO")
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FORM 3 (continued)
5. Relationship of Reporting ___ Director X 10% Owner
Person(s) to Issuer ___ Officer (give ___ Other (specify
(Check all applicable) title below) below)
6. If Amendment, Date of Original
(Month/Day/Year)
7. Individual or Joint/Group _x_ Form filed by One Reporting
Filing Person
(Check Applicable Line) ___ Form filed by More than One
Reporting Person
1. Title of Security Common Stock
(Instr. 4)
2. Amount of Securities 1,971,836
Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or I
Indirect (I) (Instr. 5)
4. Nature of Indirect Beneficial See (1).
Ownership (Instr. 5)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
5(b)(v).
(Over)
SEC 1473 (7-96)
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FORM 3 (continued)
Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security
Company Stock Option Agreement (2)
(Instr. 4)
2. Date Exercisable and Expiration Date Date Exercisable
(Month/Day/Year)
Expiration Date
3. Title and Amount of Securities Title
Underlying Derivative Security Common Stock
(Instr. 4)
Amount or Number of Shares
4. Conversion or Exercise Price of
Derivative Security
5. Ownership Form of Derivative Security:
Direct (D) or Indirect (I) (Instr. 5)
6. Nature of Indirect Beneficial
Ownership (Instr. 5)
Explanation of Responses:
(1) The Reporting Person entered into a Stock Option and Tender Agreement
with each of the two principal stockholders of the Issuer, Martin J. Blank and
Larry I. Dorfman (the "Principal Company Stockholders"), dated as of June 10,
1999 (each a "Stock Option and Tender Agreement" and together, the "Stock
Option and Tender Agreements") with respect to 1,971,836 shares (taking into
account vested options held by the Principal Company Stockholders)
(collectively, the "Stockholder Shares") of Common Stock ("Issuer Common
Stock"), par value $.001 per share, of the Issuer. Pursuant to these
agreements, each Principal Company Stockholder agreed, among other things,
to tender (and not withdraw) their Stockholder Shares in the tender offer
commenced by AM1 Acquisition Company, a wholly owned subsidiary of the
Reporting Person, to vote, and provide each of the Reporting Person and AM1
Acquisition Company with an irrevocable proxy to vote, in favor of the merger
contemplated by the Agreement and Plan of Merger dated as of June 10, 1999
among the Reporting Person, AM1 Acquisition Company and the Issuer, and
granted to the Reporting Person an option to purchase such Shares, exercisable
upon certain events. As a result of the Stock Option and Tender Agreements,
the Reporting Person may be deemed to be, for purposes of Section 16 of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), a
beneficial owner of such Stockholder Shares.
(2) The Reporting Person also entered into a Stock Option Agreement with the
Issuer, dated as of June 10, 1999 (the "Company Option Agreement"), pursuant
to which, among other things, the Issuer has granted to the Reporting Person
an irrevocable option to purchase 2,375,406 newly issued Shares, upon the terms
and subject to the conditions of the Company Option Agreement, at a price of
$13.00 per share. The option is exercisable upon the occurrence of certain
events. The option is subject to material conditions (other than the passage
of time or continued employment) that are not tied to the market price of an
equity security of the Issuer. The Reporting Person disclaims any pecuniary
interest in the shares of Issuer Common Stock issuable pursuant to such option.
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June 21, 1999
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 781(A)
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, See Instruction 6 for procedure.
By: /s/ Peter Sherry, Jr.
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Name: Peter Sherry, Jr.
Title: Assistant Secretary
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB Number.
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