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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)/1/
AMERICAN CONSUMER PRODUCTS, INC.
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(Name of subject company [issuer])
VISTA 2000, INC.
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(Bidder)
Common Stock, $.10 Par Value Per Share
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(Title of class of securities)
025236-10-0
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(CUSIP Number of Class of Securities)
Richard P. Smyth, 11660 Alpharetta Highway, Suite 330,
Roswell, Georgia 30076
(404) 751-3776
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(Name, address and telephone number of person authorized to
receive notices and communications on behalf of bidder)
Copies to: Steven A. Cunningham,
400 Colony Square, Suite 2200,
1201 Peachtree Street, N.E.
Atlanta, GA 30361
Calculation of Filing Fee
Transaction Valuation /2/ Amount of Filing Fee
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$13,771,673.70 $2,754.34
* Pursuant to, and as provided by, Rule 0-11(d), this amount is based on the
purchase of 2,598,429 shares of Common Stock at $5.30 per share in cash.
[X] Check box if any part of the fee is offset as provided by Rule 0-11 (a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: $2,754.34 Filing Party: Vista 2000, Inc.
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Form or Registration No.: 005-38031 Date Filed: 8/30/95
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/1/ 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 the disclosure provided in a prior cover page.
The information required in 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 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
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Notes).
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/2/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
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NOTE: The remainder of this cover page is only to be completed if this
Schedule 14D-1 (or amendment thereto) is being filed, inter alia, to satisfy the
reporting requirements of Section 13(d) of the Securities Exchange Act of 1934.
See General Instructions D, E and F to Schedule 14D-1.
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3116 Schedule 14D-1
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CUSIP No. 025236-10-0 14D-1
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1. Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
VISTA 2000, Inc. 58-1972066
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2. Check the Appropriate Box if a Member of a Group*
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Sources of Funds*
WC
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5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f) [_]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
22,000
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8. Check if the Aggregate Amount in Row (7) Excludes
Certain Shares* [_]
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9. Percent of Class Represented by Amount in Row (7)
0.9%
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10. Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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The Tender Offer Statement on Schedule 14D-1 originally filed by Vista 2000,
Inc. on August 30, 1995 (the "Schedule 14D-1") is hereby amended as set forth
herein.
EXCEPT AS SPECIFIED TO THE CONTRARY IN THIS AMENDMENT, THE INFORMATION PROVIDED
IN THE SCHEDULE 14D-1 REMAINS UNCHANGED.
1. Subsection 8(d) of the Offer to Purchase, which is attached to the
Schedule 14D-1 as Exhibit (a)(1) (the "Offer to Purchase"), is hereby amended
and restated to read in full as follows:
"(d) any change (or development involving a prospective change) shall have
occurred or been threatened in the business, properties, assets, liabilities,
financial condition, operations, results of operations or prospects of the
Company that, in the reasonable judgment of the Purchaser, does or may have a
materially adverse effect on the Company, or the Purchaser shall have become
aware of any fact that, in its reasonable judgment, does or may have a material
adverse effect on the value of the Shares, or the Purchaser determines, in its
reasonable discretion, that it is not in the Purchaser's best interests to
acquire the Shares subject to the Offer; or"
2. Subsection 8(e) of the Offer to Purchase is hereby amended to delete
the words "in the sole judgment of the Purchaser" and to insert in their place
the words "in the reasonable judgment of the Purchaser".
3. Subsection 8(f) of the Offer to Purchase is hereby amended by deleting
the words "in the sole judgment of the Purchaser" and by inserting in their
place the words "in the reasonable judgment of the Purchaser", and by deleting
the words "in its sole discretion" and inserting in their place the words "in
its reasonable discretion".
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SIGNATURE
After due 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: September 26, 1995
VISTA 2000, INC.
By /s/ ARNOLD E. JOHNS
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Arnold E. Johns
President
