UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 2
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
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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>
CUSIP No. 052905106
----------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ford Motor Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 11,193,357
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 11,193,357
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
11,193,357
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<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.5%
14 TYPE OF REPORTING PERSON
CO
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<PAGE>
CUSIP No. 052905106
----------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AM1 Acquisition Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
7 SOLE VOTING POWER
NUMBER OF
SHARES 11,193,357
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 11,193,357
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
11,193,357
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<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.5%
14 TYPE OF REPORTING PERSON
CO
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<PAGE>
This Amendment No. 2 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.
This amendment constitutes the final amendment to the Schedule 14D-1
required by General Instruction D of Schedule 14D-1 and, pursuant to General
Instruction F of Schedule 14D-1, is deemed to satisfy the reporting
requirements of Section 13(d) of the Securities Exchange Act of 1934,
as amended, for all Shares acquired pursuant to the Offer as reported
in this amendment.
Item 6. Interest in Securities of the Subject Company
The response to Item 6(a) and (b) is hereby supplemented as
follows:
The information contained in the press release issued by the Parent
on July 15, 1999, a copy of which is attached hereto as Exhibit 11(a)(10),
is incorporated herein by reference.
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)(10) Text of press release issued by the Parent on July
15, 1999.
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<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/ Kathryn S. Lamping
-----------------------------------
Name: Kathryn S. Lamping
Title: Assistant Secretary
Date: July 15, 1999
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<PAGE>
EXHIBIT INDEX
Exhibit Page
No. Description No.
- ------- ----------- ----
(a)(10) Press release issued by the Parent on July 15, 1999.....
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<PAGE>
EXHIBIT (a)(10)
News Release
Contact: Mike Vaughn
313-337-2786
FORD PURCHASE OF APCO NEARS COMPLETION: TENDER OFFER CLOSES WITH
MORE THAN 93% ACCEPTANCE
DEARBORN, Mich., July 15, 1999--Ford Motor Company (NYSE: F) announced
today the expiration of the tender offer by Ford and its wholly owned
subsidiary, AM1 Acquisition Company, for all of the outstanding shares of
Automobile Protection Corporation -- APCO (NASDAQ: APCO) common stock at
a price of $13 a share in cash. The tender offer expired at midnight,
New York City time, on Wednesday, July 14, 1999, and all shares validly
tendered (and not properly withdrawn) prior to the expiration have been
accepted for payment.
Approximately 11,193,357 shares were tendered in the offer, by book-entry
delivery, tender of certificates or notice of guaranteed delivery, prior
to the expiration of the offer, which constitutes approximately 93.5
percent of the total number of outstanding shares of common stock of APCO.
The merger of APCO and AM1 Acquisition Company will become effective as
soon as practicable after the satisfaction of the conditions set forth in
and subject to the terms of the Agreement and Plan of Merger among Ford,
AM1 Acquisition Company and APCO. Once the merger becomes effective,
APCO will become a wholly owned subsidiary of Ford.
APCO is a premier all-makes extended service contract provider. Its 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. 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.
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