-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OxX2sOOecRRGZQr+Ta18M4bJYYbG8xHei+Zfwi/3dg9440VYyquhncbWj1ucZ0xb lcU5d7CbW1AfOCQhtzaUZA== 0000950131-96-004956.txt : 19961009 0000950131-96-004956.hdr.sgml : 19961009 ACCESSION NUMBER: 0000950131-96-004956 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961008 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISTA 2000 INC CENTRAL INDEX KEY: 0000916802 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 581972066 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44705 FILM NUMBER: 96640495 BUSINESS ADDRESS: STREET 1: 736 JOHNSON FERRY RD BLDG C STREET 2: STE 330 CITY: MARIETTA STATE: GA ZIP: 30068 BUSINESS PHONE: 7709714344 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000931939 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363754834 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 225 WEST WASHINGTON ST STREET 2: 9TH FL CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126962100 MAIL ADDRESS: STREET 1: 225 W WASHINGTON ST STREET 2: STE 900 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: CITADEL INVESTMENT MANAGEMENT LP /ADV DATE OF NAME CHANGE: 19960524 FORMER COMPANY: FORMER CONFORMED NAME: CITADEL INVESTMENT MANAGEMENT LP /ADV DATE OF NAME CHANGE: 19960524 SC 13D 1 SCHEDULE 13D ------------------------------- / OMB APPROVAL / ------------------------------- UNITED STATES / OMB Number: 3235-0145 / SECURITIES AND EXCHANGE COMMISSION / Expires: December 31, 1997 / Washington, D.C. 20549 / Estimated average burden / / hours per response.... 14.90/ ------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____)* Vista 2000, Inc. ________________________________________________________________________________ (Name of Issuer) Common Stock ________________________________________________________________________________ (Title of Class of Securities) 928393107 _______________________________________________________________ (CUSIP Number) Charles H. Winkler Citadel Limited Partnership 225 West Washington Street Suite 900 Chicago, IL 60606 (312) 696-2102 ________________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 27, 1996 _______________________________________________________________ (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 [X]. (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 SCHEDULE 13D - ----------------------- CUSIP NO. 928393107 - ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Limited Partnership FEIN No.: 36-3754834 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 AF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 U.S. - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 Reporting person has voting and dispositive power over shares of Series C Preferred Stock, which NUMBER OF are convertible into 4,239,379 shares of common stock. SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 -0- OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING See item 7 above. PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 See item 7 above. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 19.08% (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.) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 PN - ------------------------------------------------------------------------------ *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 ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to 4,239,379 shares of common stock (the "Securities") of Vista 2000, Inc. (the "Issuer") that are issuable upon conversion of Series C Preferred Stock. 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Citadel is the trading manager for Olympus Securities, Ltd., a Bermuda corporation ("Olympus") and is the managing general partner of Nelson Partners, a Bermuda exempted general partnership ("Nelson"). The funds used for purchases reported herein are from the accounts of Olympus and Nelson. Citadel has no beneficial ownership interest in any of the funds or other property of Olympus or Nelson, except for Citadel's interest as general partner of Nelson. 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 subject Securities on behalf of Olympus or Nelson. 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 trading manager for Olympus and managing general partner of Nelson, Citadel may be deemed to be the indirect beneficial owner of the Securities, which represent a 19.08% interest in the common stock of the Issuer. (b) Citadel has the sole power to vote and the sole power to dispose of the Securities on behalf of Olympus and Nelson. (c) This filing is being made as a consequence of Citadel's deregistration as of September 27, 1996 as a registered investment advisor. Citadel, which changed its name from Citadel Investment Management, L.P. in connection with the deregistration, may have previously filed a Schedule 13G with respect to its investment in the Issuer under such former name. The following transactions with respect to the Issuer's common stock have been effected during the 60-day period ending September 26, 1996:
Transaction Date Transacting Party Transaction Quantity Price - ------------------ ----------------- ----------- -------- ----- 7/30/96 Nelson Buy 1,700 0.52
Page 3 of 5 Pages d) Citadel acquired the Securities as agent for Olympus and Nelson. Olympus and Nelson, as the direct beneficial and legal owners of the Securities, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Securities. However, Citadel, as trading manager for Olympus and managing general partner of Nelson, ultimately has the right to direct such activities. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY. Olympus and Nelson own 8.33% and 91.67% of the Securities, respectively. Olympus and Nelson have the right to receive any dividends from and the proceeds from the sale of the Securities. As described in Item 3 above, Citadel is the trading manager for Olympus and the managing general partner of Nelson. As a result, Citadel has the power to vote and dispose of the securities held by Olympus and Nelson. 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 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 4, 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, ---------------------- its manager Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----