UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
AMENDMENT NO. 1
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
Statement on
SCHEDULE 13D
Under the Securities Exchange Act of 1934
___________________
Automobile Protection Corporation --- APCO
(Name of Subject Company)
AM1 Acquisition Company
Ford Motor Company
(Bidders)
Common Stock, $.001 par value per share
(Title of Class of Securities)
052905106
(CUSIP Number of Class of Securities)
John K. Dickerson, Esq.
Ford Motor Company
The American Road, Suite 325, WHQ
Dearborn, Michigan 48121
Telephone: (313) 322-3000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copy to:
David J. Sorkin, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Telephone: (212) 455-2000
<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule 14D-1 and Statement on Schedule 13D filed with the
Securities and Exchange Commission on June 16, 1999 (as amended and
supplemented, the "Schedule 14D-1"), relating to the offer by AM1 Acquisition
Company, a Georgia corporation (the "Purchaser") and a wholly owned
subsidiary of Ford Motor Company, a Delaware corporation (the "Parent"), to
purchase all of the outstanding shares of Common Stock, par value $.001 per
share (the "Shares"), of Automobile Protection Corporation -- APCO, a Georgia
corporation (the "Company"), at a purchase price of $13.00 per Share, net to
the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated June 16, 1999 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which,
together with the Offer to Purchase, as amended from time to time, constitute
the "Offer"). Unless otherwise indicated, all capitalized terms used but not
defined herein shall have the meanings assigned to them in the Schedule 14D-
1.
Item 10. Additional Information.
Item 10 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
On July 7, 1999, Parent issued a press release announcing that Parent
had received early termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended, relating to the Offer.
The full text of the press release is set forth in Exhibit 11(a)(9) and is
incorporated herein by reference.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented by the
following amendments to the Offer to Purchase:
The first sentence of Section 2 of the Offer to Purchase ("Acceptance for
Payment and Payment for Shares") is hereby deleted and replaced with the
following: "Upon the terms of the Offer and the Merger Agreement, and subject
to the satisfaction or waiver of the conditions to the Offer on or prior to the
Expiration Date(or prior to acceptance for payment or payment for Shares in the
case of certain regulatory conditions as, and to the extent, permitted by
applicable rules and regulations of the Commission), the Purchaser will accept
for payment and pay for all Shares validly tendered and not properly withdrawn
on or prior to the Expiration Date that the Purchaser becomes obligated to
purchase as soon as practicable after the expiration of the Offer, provided that
the Purchaser may extend the Offer as described above."
-2-
<PAGE>
The first sentence of the second paragraph of Section 15 of the Offer to
Purchase ("Certain Conditions of the Offer") is hereby deleted and replaced
with the following: "In addition, notwithstanding any other term of the Offer
or the Merger Agreement, the Purchaser shall not be required to accept for
payment or, subject as aforesaid, to pay for any Shares not theretofore
accepted for payment or paid for, and may terminate or amend the Offer, with
the consent of the Company or if, at any time on or after the date of the
Merger Agreement and before the Expiration Date (or in the case of certain
regulatory approvals, as and to the extent permitted by applicable rules and
regulations of the Commission, before acceptance of such Shares for payment
or the payment therefor), any of the following conditions exist:"
Item 11. Material to be Filed as Exhibits.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented to
add the following:
(a)(9) Press release issued by the Parent on July 7, 1999.
-3-
<PAGE>
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.
AM1 Acquisition Company
By: /s/ L. Johanna Kaipainen
------------------------------
Name: L. Johanna Kaipainen
Title: Vice President and
Secretary
Ford Motor Company
By: /s/ Peter Sherry, Jr.
-------------------------------
Name: Peter Sherry, Jr.
Title: Assistant Secretary
Date: July 7, 1999
-4-
<PAGE>
EXHIBIT INDEX
Exhibit Page
No. Description No.
- ------- ----------- ----
(a)(9) Press release issued by the Parent on July 7, 1999........
-5-
<PAGE>
EXHIBIT (a)(9)
News Release
Contact: Mike Vaughn
313-337-2786
FORD PURCHASE OF APCO MOVES AHEAD: GRANTED
EARLY TERMINATION OF FEDERAL WAITING PERIOD
DEARBORN, Mich., July 7, 1999--Ford Motor Company (NYSE: F) announced today
that it has been granted early termination of the waiting period under the
federal Hart-Scott-Rodino Antitrust Improvements Act applicable to its tender
offer for shares of Automobile Protection Corporation--APCO (Nasdaq: APCO).
The tender offer will expire at midnight, New York City time, on Wed.,
July 14, 1999, unless the offer is extended.
In June, Ford and APCO, a premier all-makes extended service contract
provider, reached a definitive agreement for Ford to acquire APCO for $13 a
share in cash. APCO's core business is the marketing and administration of
the EasyCare Certified Pre-Owned Vehicle Merchandising Program and EasyCare
Vehicle Service Contracts, sold primarily through car and truck dealerships.
-6-
<PAGE>
APCO also administers warranty and service contract products under private
labels. Headquartered in Atlanta, Georgia, APCO has 200 employees.
The APCO acquisition is directly aligned with Ford's goal of becoming the
leading consumer company that provides automotive products and services. A
key part of this strategy is to build profitable growth by expanding
downstream in the automotive value chain. Acquiring APCO represents
another significant step in Ford Customer Service Division's efforts to
become the number one aftersales and service operation in the world.
Ford Motor Company is the world's second largest automaker. Its automotive
brands include Aston Martin, Ford, Jaguar, Lincoln, Mazda, Mercury and Volvo.
Its automotive-related services include Ford Credit, Quality Care, Hertz, and
Visteon Automotive Systems.
###
-7-
