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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)<F*>
BOSS HOLDINGS, INC. (F/K/A VISTA 2000, INC.)
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
1011B 10 1 7
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(CUSIP Number)
LEONARD J. ESSIG, ESQ.
LEWIS RICE & FINGERSH, L.C.
500 NORTH BROADWAY, SUITE 2000
ST. LOUIS, MISSOURI 63102
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
12-30-98
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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 claim.) (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.
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CUSIP NO. 1011B 10 1 7 13D PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GINARRA HOLDINGS, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*> (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS<F*>
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
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7 SOLE VOTING POWER
74,648
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8 SHARED VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY --------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 74,648
PERSON WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,648
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES<F*> [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
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14 TYPE OF REPORTING PERSON<F*>
CO
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CUSIP NO. 1011B 10 1 7 13D PAGE 3 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GRAZIADIO FAMILY TRUST, U/D/T 10/13/75
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*> (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS<F*>
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
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7 SOLE VOTING POWER
52,453
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8 SHARED VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY --------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 52,453
PERSON WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,453
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES<F*> [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
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14 TYPE OF REPORTING PERSON<F*>
OO
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ITEM 1. SECURITY AND ISSUER.
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This statement is the second amendment to a statement on Schedule
13D filed in respect of the Common Stock (the "Common Stock") of Boss
Holdings, Inc. (f/k/a 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").
Except as provided in the responses on the cover page hereof and in
Items 5(a) and 5(b), or as otherwise expressly stated herein, all
references to the number of shares of Common Stock issued and
outstanding or reported as beneficially owned by the Reporting Persons
do not give effect to the 25:1 reverse stock split, effective December
7, 1998 (the "Reverse Split"), in respect of the Common Stock.
ITEM 2. IDENTITY AND BACKGROUND.
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The (a) name, (b) business address, (c) present principal
occupation or employment and the name, principal business and address of
any corporation or other organization in which such employment is
conducted and (d) citizenship for each director and executive officer of
Ginarra Holdings are as follows:
(a) G. Louis Graziadio, III - Chairman and CEO
(b) 2325 Palos Verdes Dr. West, Ste. 211, Palos Verdes
Estates, California 90274
(c) Corporate Officer
(d) United States
(a) George L. Graziadio, Jr. - Director
(b) 9920 South La Cienega Blvd., Inglewood, California
90301
(c) Chairman and Chief Executive Officer of Imperial
Bancorp (banking)
9920 South La Cienega Blvd., Inglewood, California
90301
(d) United States
(a) Phillip M. Bardack - Director
(b) 16633 Ventura Blvd., Suite 510, Encino, California
91436
(c) Proprietor of Phillip M. Bardack, CPA (accountants)
16633 Ventura Blvd., Suite 510, Encino, California
91436
(d) United States
(a) Brian E. Fees, CPA - Chief Financial Officer
(b) 2325 Palos Verdes Dr. West, Ste. 211, Palos Verdes
Estates, California 90274
(c) Corporate Officer
(d) United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The aggregate amount of funds used by Ginarra Holdings to
purchase the shares of Common Stock to which this Amendment relates was
approximately $76,912 and was derived from the investment funds of
Ginarra Holdings. Ginarra Holdings may from time to time use the
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shares of Common Stock owned by it as collateral for margin loans to be
made to Ginarra Holdings by broker-dealers.
The aggregate amount of funds used by the Trust to purchase the
shares of Common Stock to which this Amendment relates was approximately
$131,142 and was derived from trust funds. The Trust may from time to
time use the shares of Common Stock owned by it as collateral for margin
loans to be made to the Trust by broker-dealers.
ITEM 4. PURPOSE OF TRANSACTION.
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The Reporting Persons have acquired the shares of Common
Stock reported herein for investment purposes. Subject to availability
at prices deemed favorable, the Reporting Persons may acquire additional
shares of Common Stock from time to time in the open market, in
privately negotiated transactions, or otherwise. The Reporting Persons
also may dispose of shares of Common Stock from time to time in the open
market, in privately negotiated transactions or otherwise.
Except as set forth in this Item 4, the Reporting Persons
have no present plan or proposal which relates to or would result in
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of its
subsidiaries; (b) a sale or transfer of a material amount of the assets
of the Company or any of its subsidiaries; (c) any change in the present
board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any
existing vacancies on the board, if any; (d) any material change in the
capitalization or dividend policy of the Company; (e) any other material
change in the Company's business or corporate structure; (f) changes in
the Company's charter, bylaws or instruments corresponding thereto or
actions which may impede acquisition of control of the Company by any
person; (g) a class of securities of the Company to be delisted from a
national securities exchange or cease to be authorized to be quoted in
an interdealer quotation system of a registered national securities
association; (h) a class of securities of the Company to become eligible
for a termination of registration pursuant to Section 12(g) of the
Securities Exchange Act of 1934; or (i) any action similar to those
listed above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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(a) As of January 12, 1999, Ginarra Holdings beneficially owned
74,648 shares (3.9%) of Common Stock, and the Trust beneficially owned
52,453 shares (2.7%) of Common Stock. The percentage of the shares of
Common Stock owned (as indicated in this Item 5) is based on 48,253,932
shares of Common Stock represented to be outstanding as of October 30,
1998 by the Company in the Company's Quarterly Report on Form 10-Q for
the quarterly period ended September 26, 1998, as adjusted for the
Reverse Split. Each Reporting Person disclaims beneficial ownership of
the shares of Common Stock shown herein as being beneficially owned by
the other Reporting Person.
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(b) The responses of the Reporting Persons to Items 7 through 11
of the portions of the cover page of this Amendment No. 2 to Schedule
13D which relate to beneficial ownership of shares of the Common Stock
are incorporated herein by reference.
(c) During the 60 days prior to the date hereof, the Reporting
Persons made the following purchases of Common Stock, all of which,
except as otherwise noted, took place on the open market:
Ginarra Holdings
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Date Amount Price
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11/24/98 20,000 0.10
11/25/98 29,500 0.10
12/8/98 400<F*> 1.25<F*>
1/19/99 200<F*> 2.00<F*>
Trust
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Date Amount Price
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12/30/98 32,000<F*> 2.50<F*><F**>
[FN]
<F*> After effective date of Reverse Split.
<F**> Privately negotiated transaction.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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(a) Joint Filing Agreement (Exhibit I).
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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: January 20, 1999 GINARRA HOLDINGS, INC.
By: /s/ G. Louis Graziadio, III
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Name: G. Louis Graziadio, III
Title: Chairman & CEO
Date: January 20, 1999 GRAZIADIO FAMILY TRUST, UDT 10/13/75
By: /s/ Phillip M. Bardack
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Name: Phillip M. Bardack
Title: Trustee
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EXHIBIT I
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JOINT FILING AGREEMENT
The undersigned each hereby agree that the Amendment No. 2 to
Schedule 13D filed herewith, relating to the Common Stock of Boss
Holdings, Inc. (f/k/a Vista 2000, Inc.), is filed on behalf of each of
the undersigned.
Date: January 20, 1999
GINARRA HOLDINGS, INC.
By: /s/ G. Louis Graziadio, III
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Name: G. Louis Graziadio, III
Title: Chairman & CEO
GRAZIADIO FAMILY TRUST, UDT 10/13/75
By: /s/ Phillip M. Bardack
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Name: Phillip M. Bardack
Title: Trustee
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