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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________________)*
VISTA 2000, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
928393107
(CUSIP Number)
Check the following box if a fee is being paid with this statement
<checked-box>
. (A fee is not required only if the filing 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 the disclosures provided in a prior cover page.
The information required in 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>
CUSIP NO. 928393107 13G PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Investment Management, L.P.
FEIN: 36-3754834
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)<square>
(b)<checked-box>
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER - Reporting person has
NUMBER OF voting and dispositive power of 120 shares of
SHARES Series C Preferred Stock which is convertible
BENEFICIALLY into as many as 2,233,875 shares of common
OWNED BY stock.*
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
See Item 5 above
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5 above
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.12% **
12 TYPE OF REPORTING PERSON*
IA
<PAGE>
*SEE INSTRUCTION BEFORE FILLING OUT!
*SEE ITEM 4 FOR DISCUSSION OF CONVERSION FORMULA FOR SERIES C PREFERRED STOCK.
**BASED ON 11,626,475 SHARES OF COMMON STOCK OUTSTANDING ON DECEMBER 31, 1995
AS DISCLOSED IN A FORM 8-K CURRENT REPORT FILED BY THE ISSUER WITH THE
COMMISSION ON JUNE 10, 1996.
CUSIP NO. 928393107 13G PAGE 3 OF 6 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth C. Griffin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)<square>
(b)<checked-box>
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER - Reporting person has
NUMBER OF voting and dispositive power of 120 shares of
SHARES Series C Preferred Stock which is convertible
BENEFICIALLY into as many as 2,233,875 shares of common
OWNED BY stock. *
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER
See Item 5 above
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5 above
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
<PAGE>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.12% **
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
*SEE ITEM 4 FOR DISCUSSION OF CONVERSION FORMULA FOR SERIES C PREFERRED STOCK.
**BASED ON 11,626,475 SHARES OF COMMON STOCK OUTSTANDING ON DECEMBER 31, 1995 AS
DISCLOSED IN A FORM 8-K CURRENT REPORT FILED BY THE ISSUER WITH THE
COMMISSION ON JUNE 10, 1996.
STATEMENT CONTAINING INFORMATION REQUIRED BY SCHEDULE 13G
ITEM 1.
(A) NAME OF ISSUER
Vista 2000, Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
736 Johnson Ferry Road, Building C
Marietta, Georgia 30067
ITEM 2.
(A) NAME OF PERSON FILING
Citadel Investment Management, L.P. and Kenneth C. Griffin
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE
225 West Washington Street, 9th Floor
Chicago, Illinois 60606
(C) CITIZENSHIP
U.S. for both persons filing
(D) TITLE OF CLASS OF SECURITIES
Common Stock, $.01 par value
(E) CUSIP NUMBER
928393107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
<PAGE>
<square>(A) BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE ACT.
<square>(B) BANK, AS DEFINED IN SECTION 3(A)19 OF THE ACT.
<square>(C) INSURANCE COMPANY AS DEFINED IN SECTION 3(A)(19) OF THE
ACT.
<square>(D) INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE
INVESTMENT COMPANY ACT.
<checked-box>(E) INVESTMENT ADVISOR REGISTERED UNDER SECTION 203 OF
THE INVESTMENT ADVISERS ACT OF 1940. (WITH RESPECT TO CITADEL
INVESTMENT MANAGEMENT, L.P. ONLY)
<square>(F) EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS SUBJECT TO
THE PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974 OR ENDOWMENT FUND; SEE <section> 240.13D-1(B)(1)(II)(F).
<checked-box>(G) PARENT HOLDING COMPANY, IN ACCORDANCE WITH <section>
240.13D-1(B)(II)(G). (WITH RESPECT TO MR. GRIFFIN ONLY).
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B)(2), CHECK
THIS BOX <square>
ITEM 4. OWNERSHIP
(A) AMOUNT BENEFICIALLY OWNED
2,233,875 (right to acquire on conversion of Series C Preferred
Stock; see method of calculation below)
(B) PERCENT OF CLASS
16.12%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
2,233,875 (right to acquire on conversion of Series C
Preferred Stock; see method of calculation below)
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
-0-
<PAGE>
(III)SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
2,233,875 (right to acquire on conversion of Series C
Preferred Stock; see method of calculation below)
(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
-0-
INSTRUCTION: For computations regarding securities which respect a right to
acquire an underlying security see Rule 13d-3(d)(1).
Each share of Series C Preferred Stock is convertible into shares of
Common Stock in accordance with the following formula:
[(.08) (N/365) (10,000)] + 10,000
Conversion Price
N = the number of days between the Original Issuance Date (as
defined below) and the applicable date of conversion for the
Series C Preferred Stock for which conversion is being
elected.
Conversion
Price = the lesser of (x) 120% of the closing bid price, as reported
by Nasdaq, of the Issuer's Common Stock (the "Closing Bid
Price") on the date that, in connection with the consummation
of the initial purchase of the Series C Preferred Stock from
the Issuer, the escrow agent first had in its possession both
funds representing the shares of, the Series C Preferred
Stock for which conversion is being elected (the "Original
Issuance Date"), or (y) 85% of the average Closing Bid Price
for the five (5) trading days immediately preceding the date
of conversion.
The Issuer's shares of Common Stock were delisted from Nasdaq on May
31, 1996, but continue to be traded in the over-the-counter market.
Because of the stock's delisting there is, technically, no Closing Bid
Price for purposes of (y) in the definition of Conversion Price. In
its stead, the Closing Bid Price has been replaced with the closing
trade price (the "Closing Trade Price") in the over-the-counter market.
The five day average Closing Trade Price on June 28, 1996 was $0.675
per share which, if applicable to the above formula, would result in a
denominator of $0.5738. As of June 28, 1996, the numerator was
$1,281,797.26, so that the number of shares of Common Stock for which
the 120 shares of Series C Preferred Stock would be convertible would
be, under this interpretation of the formula, 2,233,875.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
<PAGE>
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
110 and 10 shares of Series C Preferred Stock are owned by Nelson
Partners and Olympus Securities, Ltd., respectively. These
entities have the right to receive the dividends from and to
proceeds from the sale of the shares of Common Stock into which
the shares of Series C Preferred Stock are convertible. Citadel
Investment Management, L.P. is the managing general partner of
Nelson Partners and the investment advisor for Olympus Securities,
Ltd. so it has the power to vote and dispose of the securities
held by these entities.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Mr. Griffin is the general partner of Citadel Investment
Management, L.P. which is a registered investment advisor under
Section 203 of the Investment Advisors Act of 1940, as amended.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
ITEM 10. CERTIFICATION
By signing below I certify that to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the Issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose or effect.
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.
JULY 3, 1996
Date
Citadel Investment Management, L.P.
By:/S/ KENNETH C. GRIFFIN
Signature
KENNETH C. GRIFFIN, GENERAL PARTNER
Name/Title