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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Vista 2000, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
928393107
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(CUSIP Number)
Charles H. Winkler
Citadel Limited Partnership
225 West Washington Street
Suite 900
Chicago, IL 60606
(312) 696-2102
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(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
October 25, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* 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
disclosures provided in a prior cover page.
The information required on 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 ("Act") 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).
Page 1 of 5 Pages
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SCHEDULE 13D
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CUSIP NO. 928393107
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Limited Partnership
FEIN No.: 36-3754834
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4 AF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
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SOLE VOTING POWER
7 Reporting person has voting and dispositive
NUMBER OF power over (i) shares of Series C Preferred
SHARES Stock which are convertible into 5,885,024
BENEFICIALLY shares of Common Stock, par value $.01 per
OWNED BY share, and (ii) 90 shares of Common Stock,
EACH par value $.01 per share.
REPORTING -----------------------------------------------------------
PERSON SHARED VOTING POWER
WITH 8 -0-
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SOLE DISPOSITIVE POWER
9 See item 7 above.
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SHARED DISPOSITIVE POWER
10 -0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 See item 7 above.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 24.66% (Based on 17,978,462 shares of Common Stock issued and
outstanding as of August 2, 1996, plus the Common Stock issuable
upon the conversion of the securities referred to in item 7
above.)
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TYPE OF REPORTING PERSON*
14 PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 5 Pages
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This Schedule 13D is being filed in order to amend and restate in their
entirety any and all prior filings by the reporting person with respect to the
securities of the issuer set forth on the cover page hereto. The reporting
person desires to disclose in this statement the formula pursuant to which its
deemed beneficial ownership of the issuer's common stock may be determined as of
any date based on fluctuations in the market price of the issuer's common stock.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to shares of common stock, par value $.01 per
share ("Common Stock"), of Vista 2000, Inc. ("Issuer") that are (i) issuable to
Nelson Partners, Ltd., a Bermuda exempted general partnership ("Nelson"), and
Olympus Securities, Ltd., a Bermuda corporation ("Olympus"), upon conversion of
Series C Preferred Stock, par value $1.00 per share ("Convertible Securities")
and (ii) held by Nelson and Olympus. The principal executive offices of the
Issuer are located at 736 Johnson Ferry Road, Building C, Marietta, Georgia
30068.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Citadel Limited Partnership, an
Illinois limited partnership ("Citadel"). Citadel's principal business office is
located at 225 West Washington Street, 9th Floor, Chicago, Illinois 60606.
During the last five years, Citadel has neither been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction pursuant to which Citadel either became subject to a decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or was found in
violation of federal or state securities laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Citadel is the managing general partner of Nelson and the trading manager
for Olympus. The funds used for purchases reported herein are from the accounts
of Nelson and Olympus. Citadel has no beneficial ownership interest in any of
the funds or other property of Nelson or Olympus, except for Citadel's interest
as general partner of Nelson.
Nelson and Olympus acquired an aggregate of $2,000,000 of Convertible
Securities pursuant to Subscription Agreements between each of Nelson and
Olympus and the Issuer dated as of August 22, 1995 ("Closing Date"). Nelson and
Olympus acquired the Common Stock through conversions of the Convertible
Securities.
ITEM 4. PURPOSE OF TRANSACTION
The purchases reported herein were made as an investment. Citadel may, in
the future, recommend or make additional purchases or sales of the Convertible
Securities on behalf of Nelson or Olympus.
Citadel has no present plans or proposals which would relate to or result
in transactions of the kind described in paragraphs (a) through (j) of Item 4 of
Rule 13D-101 of the Securities and Exchange Commission. However, Citadel
reserves the right to adopt such plans or proposals, subject to applicable
regulatory requirements, if any.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) By reason of its serving as managing general partner of Nelson and
trading manager of Olympus, Citadel may be deemed to be the indirect
beneficial owner of the Convertible Securities and the shares of
Common Stock into which the Convertible Securities are convertible. As
of the date of the filing of this statement, Nelson and Olympus
collectively owned Convertible Securities for which they originally
paid $1,200,000 ("Stated Value") and 90 shares of Common Stock.
As of any date ("Conversion Date") all or a portion of the Convertible
Securities may be converted into the number of shares of Common Stock
determined by dividing the Stated Value of such securities (plus an
amount equal to 8% interest on the Stated Value of such securities
from the Closing Date) by a conversion price ("Conversion Price"). The
Conversion Price is equal to the lesser of (i) $8.63 and (ii) 85% of
the average closing bid price (as reported by NASDAQ) of the Issuer's
Common Stock for the five trading days immediately preceding the
Conversion Date.
Page 3 of 5 Pages
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If the Company's Common Stock is trading at a price less than $10.15,
the Conversion Price will fluctuate depending upon the closing bid
price of the Issuer's Common Stock. As a consequence, the number of
shares of Common Stock into which the Convertible Securities may be
converted, and consequently the number of shares of such securities
which Citadel may be deemed to beneficially own, may fluctuate on a
daily basis based solely on the Common Stock's market price and
without any action taken by Citadel, Nelson or Olympus.
As of the date of the filing of this statement, by virtue of its
status as the managing general partner of Nelson and the trading
manager for Olympus, Citadel may be deemed to be the beneficial owner
of 5,885,114 shares of Common Stock representing 24.66% of the
Issuer's Common Stock (based on (i) 17,978,462 shares of Common Stock
issued and outstanding as reported by the Issuer in a press release
dated August 28, 1996 and (ii) a Conversion Price equal to $.2231).
(b) Citadel has the sole power to vote and the sole power to dispose of
the Convertible Securities, the shares of Common Stock into which the
Convertible Securities are convertible and the Common Stock on behalf
of Nelson and Olympus.
(c) No transactions with respect to the Issuer's Common Stock have been
effected during the 60-day period ending October 24, 1996.
(d) Nelson and Olympus, as the direct beneficial and legal owners of the
Convertible Securities and Common Stock, have the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of the Convertible Securities, the Common Stock into
which the Convertible Securities are convertible and the Common Stock.
However, Citadel, as managing general partner of Nelson and trading
manager for Olympus, ultimately has the right to direct such
activities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
Nelson and Olympus have the right to receive any dividends from and the
proceeds from the sale of the Convertible Securities, the Common Stock into
which the Convertible Securities are convertible and the Common Stock. As
described in Item 3 above, Citadel is the managing general partner of Nelson and
the trading manager for Olympus. As a result, Citadel has the power to vote and
dispose of the Convertible Securities, the Common Stock into which the
Convertible Securities are convertible and the Common Stock held by Nelson and
Olympus.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No exhibits are required to be filed as part of this Schedule 13D.
Page 4 of 5 Pages
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SIGNATURE
After reasonable 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.
Date: October 25, 1996 Citadel Limited Partnership
By: GLB Partners, L.P.,
its general partner
By: Citadel Investment Group, L.L.C.,
its general partner
By: /s/ Kenneth C. Griffin,
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its manager
Page 5 of 5 Pages
