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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. 2 -- FINAL AMENDMENT)/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
---
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
2,516,064
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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)
96.02
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10. Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 2 (the "Final Amendment") amends and supplements the
Tender Offer Statement on Schedule 14D-1 dated August 30, 1995 (as previously
amended, the "Schedule 14D-1"), filed by Vista 2000, Inc., a Delaware
Corporation (the "Purchaser") in connection with its Offer as set forth in the
Schedule 14D-1. Capitalized terms used and not defined herein shall have the
meanings ascribed thereto in the Schedule 14D-1. By this Final Amendment, the
Schedule 14D-1 is hereby amended as set forth below:
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by adding thereto the following:
The Offer terminated in accordance with its terms at midnight, New York City
time, on Thursday, September 28, 1995. According to a preliminary count by
Harris Trust Company of New York, Depositary for the Offer, as of 12:00
midnight, New York City time, on September 28, 1995, there were validly tendered
pursuant to the Offer 2,494,064 Shares (including 6,886 Shares tendered by means
of guaranteed delivery), which, when aggregated with the 22,000 shares of the
Company's common stock owned by the Purchaser prior to commencement of the
Offer, represent approximately 96% of the common stock of the Company on a fully
diluted basis. Pursuant to the Offer, the Purchaser accepted for payment all
such Shares validly tendered according to the terms of the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding thereto the following:
(a)(9) Press Release issued by Vista 2000, Inc. dated
September 29, 1995.
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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 Amendment No. 2 is true, complete and
correct.
Dated: September 29, 1995
VISTA 2000, INC.
By /s/ Richard P. Smyth
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Richard P. Smyth
Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Page No.
Exhibit in Sequentially
No. Description Numbered Schedule
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<S> <C> <C>
(a)(9) Press Release issued
by Vista 2000, Inc.
dated September 29, 1995.
</TABLE>
<PAGE>
EXHIBIT (A)(9)
NEWS FROM VISTA 2000, INC. (NASDAQ: VIST)
VISTA 2000, INC. For additional information:
11660 Alpharetta Highway A. Richard Marshall
Roswell, GA 30076 Investor Relations, VISTA 2000, INC.
SEPTEMBER 29, 1995 770-751-3776
VISTA 2000, INC. COMPLETES TENDER OFFER FOR
AMERICAN CONSUMER PRODUCTS, INC.
ROSWELL, GA, SEPTEMBER 29, 1995....VISTA 2000, INC. (NASDAQ: VIST, VISTW)
announced today the successful completion of its tender offer to acquire the
common stock of American Consumer Products, Inc. (NASDAQ:ACPI) at $5.30 per
share in cash. Approximately 2,494,064 shares of ACPI's common stock were
tendered pursuant to Vista's tender offer, according to a preliminary count by
Harris Trust Company of New York, the depositary for the tender offer. The
tender offer expired by its terms at 12:00 midnight, New York City time, on
Thursday, September 28.
Vista has accepted all validly tendered shares for payment at $5.30 per share.
The tendered shares, when aggregated with the 22,000 shares held by Vista prior
to commencement of the tender offer, represent approximately 96% of the
outstanding shares of common stock of ACPI on a fully diluted basis. Vista
expects to commence payment for all validly tendered shares on Monday,
October 2.
The preliminary count includes shares tendered by notice of guaranteed
delivery, and is subject to final verification.
AMERICAN CONSUMER PRODUCTS, INC. manufactures and distributes consumer hardware
products, including key blanks, key related accessories, knives, letters,
numbers and signs, driveway markers, snow shovels and pet products, as well as
gloves and other items through its Boss Manufacturing subsidiary, which are sold
by ACPI's national field sales force to hardware, mass merchandise and DIY
retailers across the United States. In addition, ACPI's national field sales
organization represents Pawtucket Fasteners for the sale of Sharon Fastener
products (nuts, bolts and screws).
VISTA 2000, INC. consists of a holding company with four divisions. Its
appliance division provides high value appliances for personal safety and home
security including gas detectors and wireless home security systems; its
housewares division is a leading supplier of kitchen and convenience housewares;
its hardware division has over 6,000 products including keys, fastners, and
other various lines; its distribution group provides both sales and service to
over 25,000 retailers nationwide, and has a direct to consumer sales group which
promotes its products through a direct to consumer catalog and on television.
