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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 1 )
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VISTA 2000, INC.
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(Name of Issuer)
Common Stock 928393107
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(Title of class of securities) (CUSIP number)
Dennis J. Block, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
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(Name, address and telephone number of person authorized to receive
notices and communications)
May 10, 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.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
(Page 1 of 7 Pages)
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CUSIP No. 928393107 13D Page 2 of 7 Pages
1 NAME OF REPORTING PERSON: Ginarra Holdings, Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF California
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 442,300 shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 442,300 shares
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE -0-
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 442,300 shares
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.11%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 928393107 13D Page 3 of 7 Pages
1 NAME OF REPORTING PERSON: Graziadio Family Trust, udt
10/13/75
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF California
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 96,600 shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 96,600 shares
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE -0-
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 96,600 shares
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .68%
14 TYPE OF REPORTING PERSON: 00
*SEE INSTRUCTIONS BEFORE FILING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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This statement is the first amendment to a statement on Schedule
13D filed in respect of the Common Stock of Vista 2000, Inc., a
Delaware corporation (the "Company"), by a group consisting of Ginarra
Holdings, Inc. ("Ginarra Holdings") and Graziadio Family Trust, udt
10/13/75 (the "Trust").
Item 4. Purpose of Transaction.
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On May 10, 1996, Ginarra Holdings entered into an Agreement (the
"Agreement"), dated as of May 9, 1996, with the Company and the
incumbent directors of the Company (the "Incumbent Directors").
Pursuant to the Agreement, the Incumbent Directors voted to (i) expand
the size of the Company's Board of Directors to nine directors and
(ii) fill the vacancies created thereby by voting to add as directors
six persons supported by Ginarra Holdings and designated in the
Agreement as "Director Designees", including G. Louis Graziadio, III,
the Chairman and CEO of Ginarra Holdings. As set forth in the
Agreement, each Director Designee will have until May 23, 1996 to
conduct a due diligence review of the Company and accept his position
as a director of the Company.
The Agreement provides that if any Director Designee declines to
serve as a director of the Company, then such Director Designee will
be replaced by a person designated by Ginarra Holdings and reasonably
acceptable to the Incumbent Directors. The Agreement also provides,
among other things, that the Director Designees will recommend the
Incumbent Directors for reelection to the Board of Directors at the
next meeting of the stockholders of the company held for the purpose
of electing directors, unless the Director Designees in good faith
determine that the election of one or more of the Incumbent Directors
is not in the best interests of stockholders, in which case the
Director Designees and the Incumbent Directors will endeavor to select
one or more independent replacements.
A copy of the Agreement is attached hereto as Exhibit 3 and the
foregoing description is qualified in its entirety by reference to
such exhibit.
Ginarra Holdings, because of the execution of the Agreement by
the Company and the Incumbent Directors, has withdrawn its call of the
special meeting of stockholders of the Company described in the
original Schedule 13D. Since Ginarra Holdings has withdrawn its call
of the special meeting and Ginarra Holdings and the Trust do not in
the aggregate own 5% or more of
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the outstanding Common Stock, Ginarra Holdings and the Trust will no
longer file reports pursuant to Section 13(d) of the Securities
Exchange Act of 1934 and the rules promulgated thereunder with respect
to the Common Stock, unless and until such time as it may be required
to do so.
Item 7. Material To Be Filed As Exhibits.
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The following is filed herewith as an exhibit:
3. Agreement, dated as of May 9, 1996, by and among Vista
2000, Inc., the Incumbent Directors of Vista 2000, Inc. and Ginarra
Holdings, Inc.
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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: May 13, 1996 Ginarra Holdings, Inc.
By: /s/G. Louis Graziadio
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G. Louis Graziadio,
Chairman & CEO
Date: May 13, 1996 Graziadio Family Trust, udt
10/13/75
By: /s/Phillip M. Bardack
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Phillip M. Bardack,
trustee
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EXHIBIT INDEX
Exhibit No. Exhibit Description
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3 Agreement, dated as of May 9, 1996, by
and among Vista 2000, Inc., the Incumbent
Directors of Vista 2000, Inc. and Ginarra
Holdings, Inc.
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NYFS11...:\89\73289\0006\139\SCH5136M.490
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Exhibit 3
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AGREEMENT
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AGREEMENT, dated as of May 9, 1996, by and among Vista 2000,
Inc., a Delaware corporation (the "Company"), each of the incumbent
directors of the Company (the "Incumbent Directors") and Ginarra
Holdings, Inc. ("Ginarra Holdings"), on behalf of itself and the
Director Designees (as hereinafter defined).
W I T N E S S E T H
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WHEREAS, on May 1, 1996, the record holders of shares of
common stock, par value $.01 per share, of the Company (the "Common
Stock") beneficially owned by Ginarra Holdings and certain other
stockholders of the Company delivered to the Company, pursuant to the
provisions of the Company's Certificate of Incorporation, written
calls of a special meeting of stockholders of the Company to be held
on June 28, 1996 (the "Special Meeting"); and
WHEREAS, the purpose of the Special Meeting is to consider
the removal and replacement of the Incumbent Directors; and
WHEREAS, on May 1, 1996, Ginarra Holdings announced that it
intends to solicit proxies from the Company's stockholders for the
purpose of removing and replacing all of the Incumbent Directors at
the Special Meeting; and
WHEREAS, the parties hereto deem it to be in the best
interests of the Company and its stockholders to settle their
differences on the terms provided for herein.
NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements hereinafter set forth, the parties, intending to be
legally bound, hereby agree as follows:
1. Election of the Director Designees. The Incumbent
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Directors have taken all necessary corporate action (including,
without limitation, an amendment to the Company's Bylaws) to (i)
expand the size of the Board of Directors of the Company (the "Board")
to nine members and (ii) fill the vacancies created thereby by
electing as directors each of the six persons listed on Schedule A
hereto (the "Director Designees"), subject to the consent of each such
Director Designee to serve on the Board as provided in Section 2
hereof. The Incumbent Directors have
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received resumes of the Director Designees, have reviewed such resumes
and the qualifications of the Director Designees, have discussed the
Company and its prospects with certain of the Director Designees and
based upon the foregoing, the Incumbent Directors have determined that
the election of the Director Designees are in the best interests of
the Company and its stockholders.
2. Due Diligence Review; Assumption of Office.
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(a) Each Director Designee will have provided to him
by the Company, its accountants and counsel such information
concerning the Company as such Director Designee may request to enable
him to conduct a due diligence investigation of the Company. Each
Director Designee will execute a confidentiality agreement in the form
annexed hereto prior to receiving any such information.
(b) Each Director Designee may, at his election,
accept the Incumbent Directors' election of him as a director of the
Company solely and automatically by delivering to the Secretary of the
Company a letter to such effect. To be effective, such letter must be
received by the Secretary of the Company (by hand delivery, mail,
overnight courier, or facsimile) on or prior to 5:00 PM, local time,
May 23, 1996.
3. Replacement of Director Designees. If any Director
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Designee declines to serve as a director of the Company, then such
Director Designee shall be replaced by a person designated by Ginarra
Holdings and reasonably acceptable to the Incumbent Directors.
4. Certain Agreements of the Company. The Company and the
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Incumbent Directors hereby agree that, during the period commencing on
the date hereof and ending on May 23, 1996, the Company will not,
without the written consent of Ginarra Holdings and a majority of the
Director Designees:
(a) Amend the terms of the Company's Bylaws;
(b) Conduct the business of the Company other than in
the ordinary and usual course of business and it shall not enter into
any extraordinary transaction, sale or purchase of material assets or
any material agreement;
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(c) Change the size of the Board or elect any person
to serve as a director of the Company;
(d) Issue any additional shares of Common Stock or
rights or warrants to purchase shares of Common Stock, other than as
required by any rights, options, or convertible or exchangeable
securities outstanding on the date hereof, or issue any other
securities of the Company (including, without limitation, any shares
of preferred stock); or
(e) Hire any new employee for annual consideration in
excess of $50,000 or enter into any employment or severance agreement
with any existing or new employee or make any change in any employee
benefit plan, arrangement, understanding or agreement in existence on
the date hereof.
5. Representations and Warranties. Each party represents
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and warrants to each other party as follows: (i) it or he has the
legal power and authority to enter into and perform all of its or his
obligations under this Agreement, (ii) the execution, delivery and
performance of this Agreement on its or his own behalf have been duly
authorized and approved by all required action; and (iii) this
Agreement has been duly executed and delivered on its or his own
behalf and is its or his legal, valid and binding obligation,
enforceable in accordance with its terms.
6. Certain agreements of the Director Designees. The
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Director Designees hereby agree with the Company and the Incumbent
Directors that:
(a) The Director Designees will not cause or permit
the Company to amend its Certificate of Incorporation and/or Bylaws to
eliminate or modify the current provisions thereof regarding the
indemnification of officers and directors of the Company in the manner
which would deny the Incumbent Directors the full indemnification
protection that exists on the date hereof with respect to any periods
of service prior to the date hereof;
(b) The Director Designees will recommend the
Incumbent Directors for reelection to the Board of Directors of the
Company at the next meeting of the stockholders of the Company held
for the purpose of electing directors unless the Director Designees
determine in good faith that the election of one or more of the
Incumbent Directors is not in the best interests of the stockholders
of the Company, in which case the Director Designees and the Incumbent
Directors will in good faith endeavor to select one or more
independent replacements for the Incumbent Directors mutually
acceptable to a majority of the Director Designees and a majority of
the Incumbent Directors; and
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(c) The Director Designees acknowledge that they have
been informed by the Incumbent Directors that the Audit Committee of
the Board of Directors of the Company has undertaken certain
investigations which should be culminated in a written report from
independent legal counsel for such Audit Committee. The Director
Designees agree that they will not interfere with the completion of
such investigation and the preparation and delivery of such report.
7. Miscellaneous.
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(a) This Agreement shall be construed in accordance
with and governed by the substantive laws of the State of Delaware,
without regard to the choice of law rules thereof.
(b) This Agreement supersedes any prior contracts,
understandings, discussions and agreements among the parties and
constitutes their complete understanding in connection with the
subject matter hereof.
(c) This Agreement may be amended or waived if, and
only if, such amendment or waiver is in writing and signed by all of
the parties hereto.
(d) This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed on its behalf, as of the date first
written above.
VISTA 2000, INC.
By:
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GINARRA HOLDINGS, INC.,
on behalf of itself and
the Director Designees
By:
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INCUMBENT DIRECTORS
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Arnold B. Johns, Jr.
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Victor E. Connel
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Robert J. Cox
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Schedule A
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Director Designees
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Paul A. Novelly
Richard J. Heckmann
Ellison Morgan
Robert M. Franko
G. Louis Graziadio, III
Perry Lerner
NYFS11...:\89\73289\0006\139\AGR5036L.30A
