-----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, RWJEQo1hejk+U1iPVft2B8/LKP13Qkb6VcdpNGcWu9/IgNd/pWXcgMAyWwehbD5h bHYBJKf4Phic3rnAiBuMCw== 0001011300-98-000005.txt : 19980109 0001011300-98-000005.hdr.sgml : 19980109 ACCESSION NUMBER: 0001011300-98-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980108 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL VISION ASSOCIATES LTD CENTRAL INDEX KEY: 0000868263 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 581910859 STATE OF INCORPORATION: GA FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-43142 FILM NUMBER: 98503094 BUSINESS ADDRESS: STREET 1: 296 GRAYSON HWY CITY: LAWRENCEVILLE STATE: GA ZIP: 30245 BUSINESS PHONE: 7708223600 MAIL ADDRESS: STREET 1: 296 GRAYSON HIGHWAY CITY: LAWRENCEVILLE STATE: GA ZIP: 30245 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WISDOM TREE CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001011300 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133729429 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1633 BROADWAY STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2128432777 MAIL ADDRESS: STREET 1: 1633 BROADWAY STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4 )* NATIONAL VISION ASSOCIATES, LTD. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 638459107 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Michael J. Kaplan, Esq. WisdomTree Capital Management, Inc. 1633 Broadway, 38th Floor, New York, New York 10019 (212)843-2782 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 05, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) 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: [ ] Check the following box if a fee is being paid with this 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: Six copies of this statement, including all exhibits, should be filed with the commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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). SCHEDULE 13D CUSIP No. 638459107 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WisdomTree Capital Management, Inc. I.D. #13-3729429 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3 SEC USE ONLY 4 SOURCE OF FUNDS * AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER 0 shares of Common Stock NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,044,570 shares of Common Stock OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,044,570 shares of Common Stock PERSON WITH 10 SHARED DISPOSITIVE POWER 00 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,044,570 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% 14 TYPE OF REPORTING PERSON * CO * SEE INSTRUCTIONS BEFORE FILING 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 9 pages SCHEDULE 13D CUSIP No. 638459107 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WisdomTree Associates, L.P. I.D. #13-3729430 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER 0 shares of Common Stock NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 835,245 shares of Common Stock EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 shares of Common Stock 10 SHARED DISPOSITIVE POWER 835,245 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 835,245 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0% 14 TYPE OF REPORTING PERSON * PN * SEE INSTRUCTIONS BEFORE FILING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 3 of 9 pages SCHEDULE 13D CUSIP No. 638459107 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WisdomTree Offshore LTD. I.D. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER 0 shares of Common Stock NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 209,325 shares of Common Stock EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 shares of Common Stock 10 SHARED DISPOSITIVE POWER 209,325 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 209,325 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% 14 TYPE OF REPORTING PERSON * OO * SEE INSTRUCTIONS BEFORE FILING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 4 of 9 pages Item 1. Security and Issuer. This Statement on Schedule 13D, dated January 07, 1998, relates to the common stock, par value of $.01 per share (the "Common Stock") of National Vision Associates, Ltd.., a corporation organized under the laws of the State of Georgia (the "Company"), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended. This filing is Amendment #4, relating to the original filing on Schedule 13D, dated December 24, 1996, and Amendment #1, dated January 31, 1997, and Amendment #2 dated February 21, 1997, and Amendment #3, dated April 21, 1997, made by WisdomTree Associates, L.P., WisdomTree Offshore, Ltd., and WisdomTree Capital Management, Inc. The address of the principal executive office of the Company is 296 Graystone Highway, Lawrenceville, Georgia 30245. As reported in its Form 10-Q for the fiscal quarter ended September 30, 1997, as of September 30, 1997 the Company had 20,709,160 shares of Common Stock outstanding. Item 2. Identity and Background. In February 1997, Charles Quin resigned as a Director of WisdomTree Offshore Ltd and Thomas S. Healy was elected as a Director. He is a citizen of Ireland and serves as Vice President of The Hemisphere Group Ltd. located in Hemisphere House, 9 Church Street, Hamilton, Bermuda. Item 3. Source and Amount of Funds or Other Consideration. As of the close of business on January 07, 1998, WTAssociates owned 835,245 shares of Common Stock acquired in brokered transactions for an aggregate purchase price, including commissions and net of sales to date, if any, of shares of Common Stock, of $4,003,372.24. The source of funds for acquisition of such Common Stock was available investment capital of WTAssociates and, from time to time, borrowings in margin accounts regularly maintained at Paine Webber Incorporated. As of the close of business on January 07, 1998, WTOffshore owned 209,325 shares of Common stock acquired in brokered transactions for an aggregate purchase price, including commissions and net of sales to date, if any, of shares of Common Stock, of $1,006,340.02. The source of funds for acquisition of such Common Stock was available investment capital of WTOffshore and, from time to time, borrowings in margin accounts regularly maintained at Paine Webber Incorporated. Page 5 of 9 pages Item 5. Interest in Securities of the Issuer. (a) As of the close of business on January 07, 1998, WTAssociates was the record owner and had direct beneficial ownership of 835,245 shares, or approximately 4.0% of the outstanding Common Stock. As of the close of business on January 07, 1998, WTOffshore was the record owner and had direct beneficial ownership of 209,325 shares, or approximately 1.0% of the outstanding Common Stock. As the General Partner of WTAssociates and the Investment Manager of WTOffshore, WTInc may be deemed to have direct beneficial ownership of the 1,044,570 shares, or approximately 5.0% of the outstanding Common Stock owned of record by WTAssociates and WTOffshore. Each of the other persons and entities named in Item 2 may, by virtue of their relationship to WTAssociates and/or WTOffshore as is described therein, be deemed to have indirect beneficial ownership of the Common Stock owned of record by WTAssociates and/or WTOffshore; however, each of such persons and entities disclaims such beneficial ownership and, to the best knowledge of the Reporting Entities and except as may be specifically otherwise set forth herein, no such persons and/or entities has any other beneficial ownership of Common Stock. Messrs. Steinberg and Schmidt may, by virtue of their status as Limited Partners of WTAssociates, and WTInc may, by virtue of its economic interest as General Partner of WTAssociates, be deemed to have beneficial ownership of that portion of the securities owned by WTAssociates corresponding to their respective equity interests therein. (b) The power to vote or direct the vote and the power to dispose or direct the disposition of the 835,245 shares of Common Stock as to which WTAssociates is the record owner may be deemed to be shared between WTInc and WTAssociates, although WTInc, as General Partner of WTAssociates, is generally vested with sole control of such matters.. The power to vote or direct the vote and the power to dispose or direct the disposition of the 209,325 shares of Common Stock as to which WTOffshore is the record owner is shared between WTInc. and WTOffshore, although WTInc, as Investment Manager of WTOffshore, is generally vested with sole control of such matters.. To the best knowledge of the Reporting Entities, no other person or entity included in Item 2, by virtue of the capacity indicated therein and separate from their direct involvement with the Reporting Entities, shares in the power to vote or direct the vote or the power to dispose or direct the disposition of the 1,044,570 shares of Common stock as to which WTAssociates and WTOffshore are the aggregate record owners. (c) Information concerning transactions in Common Stock effected by the Reporting Entities is set forth in Schedule A hereto and is incorporated by reference; all of such transactions were effected in open market transactions. Except as set forth in Schedule A, no transactions in Common Stock have been effected by any of the Reporting Entities or, to the best knowledge of the Reporting Entities, by any of the persons or entities included in Item 2, during the past 60 days and not previously reported on this Schedule 13D. (d) Not applicable. (e) Not applicable. Page 6 of 9 pages Item 7. Material to be Filed as Exhibits. Exhibit A - Transactions in Common Stock Page 7 of 9 pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: January 07, 1998 WISDOMTREE ASSOCIATES, L.P. By: WisdomTree Capital Management, Inc. General Partner By: /S/: Scot Rosenblum ---------------------------- Name: Scot Rosenblum Title: Vice President Dated: January 07, 1998 WISDOMTREE OFFSHORE, LTD. By: /S/: Scot Rosenblum ---------------------------- Name: Scot Rosenblum Title: Director Dated: January 07, 1998 WISDOMTREE CAPITAL MANAGEMENT, INC. By: /S/: Scot Rosenblum ---------------------------- Name: Scot Rosenblum Title: Vice President Page 8 of 9 pages EXHIBIT A WisdomTree Associates, L.P. Date Per Share $ Price # Shares Acquired (Disposed) 11/24/97 5.55 1,000* 11/26/97 5.39 1,500* 12/19/97 6.00 9,000* 12/19/97 6.01 800* 01/05/97 5.61 (360,000)** WisdomTree Offshore, Ltd. Date Per Share $ Price # Shares Acquired (Disposed) 01/05/98 5.61 (90,000)** *Open market transaction(s) **Privately negotiated transaction(s) Page 9 of 9 pages -----END PRIVACY-ENHANCED MESSAGE-----