Amendment No.1 to Schedule 13G

-----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, EtqOPcrCO3jIElSQDeY+i5MUqN/Vf8C1srX/KAz0bdNOz7KlnuiRIrKmscOZlLvC UJWaidVrgf9+K3Wk/bL7Hw== 0001193125-06-030843.txt : 20060214 0001193125-06-030843.hdr.sgml : 20060214 20060214132636 ACCESSION NUMBER: 0001193125-06-030843 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TLC VISION CORP CENTRAL INDEX KEY: 0001010610 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 980151150 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53321 FILM NUMBER: 06611577 BUSINESS ADDRESS: STREET 1: 5600 EXPLORER DRIVE STREET 2: SUITE 301 CITY: MISSISSAUGA ONTARIO STATE: A6 ZIP: 00000 BUSINESS PHONE: 3144346900 MAIL ADDRESS: STREET 1: 540 MARYVILLE CENTRE DR STREET 2: - CITY: ST LOUIS STATE: MO ZIP: 63141 FORMER COMPANY: FORMER CONFORMED NAME: TLC LASER CENTER INC DATE OF NAME CHANGE: 19960314 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sowood Capital Management LP CENTRAL INDEX KEY: 0001304294 IRS NUMBER: 743113983 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: 17TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-603-3400 MAIL ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: 17TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 SC 13G/A 1 dsc13ga.htm AMENDMENT NO.1 TO SCHEDULE 13G Amendment No.1 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

TLC Vision Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872549100

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting persons’ 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 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).


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sowood Capital Management LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER 5,466,868 shares
		6. SHARED VOTING POWER ----
		7. SOLE DISPOSITIVE POWER 5,466,868 shares
		8. SHARED DISPOSITIVE POWER ----


9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,466,868 shares
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.8%
12.		TYPE OF REPORTING PERSON IA

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SCHEDULE 13G


Item 1(a)		Name of Issuer:

		TLC Vision Corporation

1(b)		Address of Issuer’s Principal Executive Offices:

		5280 Solar Drive, Suite 300
		Mississauga, Ontario L4W 5M8

Item 2(a)		Name of Person Filing:

		Sowood Capital Management LP

2(b)		Address of Principal Business Office or, if none, Residence:

		500 Boylston Street, 17^th Floor
		Boston, MA 02116

2(c)		Citizenship:

		Delaware

2(d)		Title of Class of Securities:

		Common Stock

2(e)		CUSIP Number:

		872549100

Item 3		Not applicable; the reporting person is filing pursuant to Rule 13d-1(c).

Item 4		Ownership:

4(a)		Amount beneficially owned:

		5,466,868 shares

4(b)		Percent of Class:

		7.8%

4(c)		Number of shares as to which such person has:

		(i) sole power to vote or to direct the vote:

		5,466,868 shares

		(ii) shared power to vote or to direct the vote:

		__________

		(iii) sole power to dispose or to direct the disposition of:

		5,466,868 shares

		(iv) shared power to dispose or to direct the disposition of:

		__________

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Item 5		Ownership of Five Percent or Less of a Class:

		Not Applicable.

Item 6		Ownership of More than Five Percent on Behalf of Another Person:

		Beneficial ownership of the securities held by Sowood Alpha Fund Ltd., a company with limited liability incorporated in the Cayman Islands, and Sowood Alpha Fund LP, a limited partnership formed under Delaware law, has been granted to Sowood Capital Management LP, a limited partnership formed under Delaware law, pursuant to investment management agreements between Sowood Capital Management LP and each of Sowood Alpha Fund Ltd. and Sowood Alpha Fund LP. The shareholders of Sowood Alpha Fund Ltd. and the limited partners in Sowood Alpha Fund LP may receive distributions of amounts including dividends from, or the proceeds from the sale of, the securities.

		Of the shares of Common Stock reported herein, 4,716,504 are held for the benefit of Sowood Alpha Fund Ltd. and 750,364 are held for the benefit of Sowood Alpha Fund LP. The general partner of Sowood Alpha Fund LP is Sowood Associates LP, a limited partnership formed under Delaware law.

Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

		Not Applicable.

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 the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


SOWOOD CAPITAL MANAGEMENT LP

By:		/s/ Megan Kelleher
Name:		Megan Kelleher
Title:		Managing Partner

February 14, 2006

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