OMB APPROVAL
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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 AM1 Acquisition Company
Person* (Last) (First) (Middle)
c/o Ford Motor Company
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
(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
(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) Ford Motor Company ("Ford") 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) of Common Stock, par
value $.001 per share (collectively, the "Shares"), of the Issuer. Pursuant to
these agreements, each Principal Company Stockholder agreed, among other
things, to tender (and not withdraw) their Shares in a tender offer commenced
by the Reporting Person, to vote, and provide each of Ford and the Reporting
Person with an irrevocable proxy to vote, in favor of the merger contemplated
by the Agreement and Plan of Merger, dated June 10, 1999 among Ford, the
Reporting Person and the Issuer, and granted to Ford an option to purchase such
Shares, exercisable upon certain events. As a result of the Stock Option and
Tender Agreements, the Purchaser 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 Shares.
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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/ L. Johanna Kaipainen
----------------------
Name: L. Johanna Kaipainen
Title: Vice President
and 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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