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SCHEDULE 13D
CUSIP NO. 859727 10 9 Page 1 of 10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
STERLING VISION, INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
859727 10 9
(CUSIP Number)
Michael Lauer Copy to: Robert G. Leonard
Lancer Partners, L.P. Spitzer & Feldman P.C.
200 Park Avenue 405 Park Avenue
Suite 3900 New York, NY 10022-4405
New York, NY 10166 (212) 888-6680
(212) 808-3700
------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 11, 1997
(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. / /
There are no Exhibits
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CUSIP NO. 859727 10 9 Page 2 of 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lancer Partners, L.P. (EIN #13-3798983)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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
New York
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NUMBER OF 7 SOLE VOTING POWER
563,700
SHARES -------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
-------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
563,700
REPORTING -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
563,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1% (Based on 13,915,000 outstanding on 8/15/97)
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATION ATTESTATION
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CUSIP NO. 859727 10 9 Page 3 of 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lancer Offshore, Inc. (EIN# N/A)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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
British Virgin Islands
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NUMBER OF 7 SOLE VOTING POWER
750,400
SHARES -------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
-------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
750,400
REPORTING -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (Based on 13,915,000 outstanding on 8/15/97)
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATION ATTESTATION
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CUSIP NO. 859727 10 9 Page 4 of 10
Item 1. SECURITY AND ISSUER
This statement on Amendment No. 1 to Schedule 13D (the "Statement")
relates to the Common Stock, $.01 par value per share (the "Sterling Common
Stock") of Sterling Vision, Inc., a New York corporation ("Sterling"). Lancer
Partners, L.P. and Lancer Offshore, Inc. (collectively, the "Group"; each member
of the Group being hereinafter referred to as "Member") directly own 563,700
shares and 750,400 shares respectively, of Sterling Common Stock. The principal
executive offices of Sterling are located at 1500 Hempstead Turnpike, East
Meadow, NY 11554.
Item 2. IDENTITY AND BACKGROUND
This Statement is filed by the Group. Lancer Partners, L.P. is a New
York private investment limited partnership with its principal office located at
200 Park Avenue, Suite 3900, New York, New York 10166. Lancer Offshore, Inc. is
a British Virgin Islands private investment corporation with its principal
business and principal office located at c/o CITCO Fund Services (Curacao) N.V.,
Kaya Flamboyan 9, P.O. Box 812, Curacao, Netherlands Antilles. The principal
business of Lancer Partners, L.P. and Lancer Offshore, Inc. is the making of
diversified investments. Michael Lauer is the sole general partner of Lancer
Partners, L.P. Michael Lauer is an individual with a principal business and
principal office located at 200 Park Avenue, Suite 3900, New York, New York
10166. Michael Lauer's principal business is the operation and management of
private investment entities that engage in making diversified investments.
Lancer Management, LLC, a New York limited liability company ("LLC") is the sole
investment manager of Lancer Offshore, Inc. Michael Lauer and Alpha Omega
Group, Inc. ("AOGI") are the sole members of the LLC and they collectively
control its operations and activities. The directors of Lancer Offshore, Inc.
are Anthony J. Stocks, John M.S. Verhooren and Inter Caribbean Services Ltd.
("ICSL"). All of the directors of Lancer Offshore, Inc. are affiliates of CITCO
Fund Services (Curacao) N.V. (the "Administrator"), the Administrator of Lancer
Offshore, Inc. Lancer Offshore, Inc. does not have any officers. The principal
business of the LLC is investment management. The principal business of AOGI is
that it serves as a business consultant. The principal business and principal
office address for the LLC and AOGI is 200 Park Avenue, Suite 3900, New York,
New York 10166. Michael Lauer is the sole shareholder, director and officer of
AOGI. The principal business of Anthony J. Stocks and John M.S. Verhooren, is
serving as employees of the Administrator. The Administrator's principal
business is that of an administrator, registrar and transfer agent for non-U.S.
private investment companies. The principal business of ICSL is the
administrative management of private investment vehicles. The principal
business and principal office address for Anthony J. Stocks, John M.S.
Verhooren, Administrator, ICSL and the directors and officers of ICSL is Kaya
Flamboyan 9, P.O. Box 812, Curacao, Netherlands Antilles.
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CUSIP NO. 859727 10 9 Page 5 of 10
Item 2(d).
During the last five years, neither Lancer Partners, L.P. nor its
general partner has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
During the last five years, neither Lancer Offshore, Inc., its
investment manager, the members of its investment manager, the directors of
Lancer Offshore, Inc. nor the directors or executive officers of AOGI, has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
Item 2(e).
During the last five years, neither Lancer Partners, L.P. nor its
general partner was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such laws.
During the last five years, neither Lancer Offshore, Inc., its
investment manager, the members of its investment manager, the directors of
Lancer Offshore, Inc. nor the directors or executive officers of AOGI, was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or state securities laws or finding any
violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Lancer Partners, L.P. and Lancer Offshore, Inc. are each private
investment entities that pool their respective participants' contributions. All
funds used by Lancer Partners, L.P. and Lancer Offshore, Inc. to acquire
Sterling Common Stock came from working capital. Lancer Partners, L.P. has used
$4,454,781 in the aggregate to acquire the 563,700 shares of Sterling Common
Stock it currently beneficially owns. Lancer Offshore, Inc. has used $6,019,094
in the aggregate to acquire the 750,400 shares of Sterling Common Stock it
currently beneficially owns.
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CUSIP NO. 859727 10 9 Page 6 of 10
Item 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the securities is for investment
purposes. Other than as discussed above in this Statement, neither the Group or
any of its Members currently have any plans or proposals which relate to or
would result in:
(a) the acquisition by any person of additional securities of
Sterling, or the disposition of securities of Sterling;
(b) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Sterling or any of its
subsidiaries;
(c) a sale or transfer of a material amount of the assets of Sterling
or any of its subsidiaries;
(d) any change in the present Board of Directors or management of
Sterling, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
Board of Directors;
(e) any material change in the present capitalization or dividend
policy of Sterling;
(f) any other material change in Sterling's business or corporate
structure;
(g) changes in Sterling's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of Sterling by any person;
(h) causing a class of securities of Sterling to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) a class of equity securities of Sterling becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
The Group intends to evaluate continuously their investment in
Sterling and, based on such evaluation, may determine at a future date to change
their respective current positions as to any action enumerated above.
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CUSIP NO. 859727 10 9 Page 7 of 10
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Lancer Partners, L.P. owns 563,700 shares of Sterling Common
Stock, which amount represents approximately 4.1% of the outstanding shares of
Sterling Common Stock (based on 13,915,000 shares outstanding on August 15,
1997). Lancer Offshore, Inc. owns 750,400 shares of Sterling Common Stock,
which amount represents approximately 5.4% of the outstanding shares of Sterling
Common Stock (based on 13,915,000 shares outstanding on August 15, 1997).
No other person named in Item 2 above beneficially owns any
shares of Sterling Common Stock.
(b) Each Member is the sole record owner of the securities identified
in subsection (a) above, and has sole power to vote or direct the vote of such
securities. Each Member has the sole power to dispose or direct the disposition
of all of their respective securities identified in subsection (a) above.
(c) Set forth below is a schedule listing the Members of the Group,
date of transaction, nature of transaction, amount of Sterling Common Stock
involved and price per share in securities of Sterling during the last sixty
(60) days. All transactions were effected in an open market purchase on the
NASDAQ National Market:
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CUSIP NO. 859727 10 9 Page 8 of 10
Nature Number of Shares Price Per Share
of of Sterling of Sterling
Date Transaction Common Stock Common Stock
- -------- ----------- ---------------- ---------------
Lancer Partners, L.P.(1)
07/21/97 Purchase 5,000 $ 6.39
07/21/97 Purchase 12,500 $ 6.54
07/31/97 Purchase 1,500 $ 7.01
07/31/97 Purchase 4,200 $ 6.93
08/06/97 Purchase 5,000 $ 7.02
08/06/97 Purchase 7,000 $ 7.13
08/07/97 Purchase 5,000 $ 6.97
08/19/97 Purchase 8,750 $ 7.92
08/19/97 Purchase 31,250 $ 7.80
08/29/97 Purchase 10,000 $ 7.10
09/16/97 Purchase 2,500 $ 6.30
Lancer Offshore, Inc.(2)
07/21/97 Purchase 5,000 $ 6.39
07/21/97 Purchase 12,500 $ 6.54
07/30/97 Purchase 1,700 $ 6.65
07/31/97 Purchase 3,000 $ 7.01
08/06/97 Purchase 3,000 $ 7.13
08/06/97 Purchase 5,000 $ 7.05
08/06/97 Purchase 10,000 $ 6.88
08/06/97 Purchase 10,000 $ 7.13
09/16/97 Purchase 2,500 $ 6.30
(d) No person other than Michael Lauer, as to Lancer Partners, L.P.,
and the LLC as to Lancer Offshore, Inc., is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the respective securities identified in subsection (a) above.
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(1) Prior to July 21, 1997, Lancer Partners, L.P. owned 471,000 shares of
Sterling Common Stock.
(2) Prior to July 21, 1997, Lancer Offshore, Inc. owned 697,700 shares of
Sterling Common Stock.
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CUSIP NO. 859727 10 9 Page 9 of 10
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None. See Item 2 above.
Item 7. MATERIALS TO BE FILED AS EXHIBITS
1. See Exhibit 1 to Schedule 13D filed May 13, 1997 with the
Securities and Exchange Commission for copy of Joint Filing
Agreement.
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CUSIP NO. 859727 10 9 Page 10 of 10
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.
Dated: September 18, 1997
LANCER PARTNERS, L.P.
By: /s/ Michael Lauer
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Name: Michael Lauer
Title: General Partner
LANCER OFFSHORE, INC.
By: /s/ Inter Caribbean Services, Ltd.
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Name: Inter Caribbean Services, Ltd.
Title: Director
