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CUSIP NO. 859727 10 9 Page 1 of 12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
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)
February 26, 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. / /
The Exhibit Index is on Page 11.
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Page 2 of 12
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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
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
390,500
SHARES ------------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
------------------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
390,500
REPORTING ------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2% (Based on 12,386,868 outstanding on 11/5/96)
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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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Page 3 of 12
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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
299,400
SHARES ------------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
------------------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
299,400
REPORTING ------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
299,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4% (Based on 12,386,868 outstanding on 11/5/96)
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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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Page 4 of 12
Item 1. Security and Issuer
This statement on 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 390,500 shares
and 299,400 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 (Cura ao) N.V., Kaya Flamboyan 9, P.O. Box 812, Cura ao, 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 (Cura ao) 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, Cura ao, Netherlands Antilles.
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Page 5 of 12
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 $3,149,505 in the aggregate to acquire the 390,500 shares of Sterling
Common Stock it currently beneficially owns. Lancer Offshore, Inc. has used
$2,496,366 in the aggregate to acquire the 299,400 shares of Sterling Common
Stock it currently beneficially owns.
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Page 6 of 12
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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Page 7 of 12
Item 5. Interest in Securities of the Issuer
(a) Lancer Partners, L.P. owns 390,500 shares of Sterling Common
Stock, which amount represents approximately 3.2% of the outstanding shares
of Sterling Common Stock (based on 12,386,868 shares outstanding on November
5, 1996). Lancer Offshore, Inc. owns 299,400 shares of Sterling Common
Stock, which amount represents approximately 2.4% of the outstanding shares
of Sterling Common Stock (based on 12,386,868 shares outstanding on November
5, 1996).
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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Page 8 of 12
Nature Number of Shares Price Per Share
of of Sterling of Sterling
Date Transaction Common Stock Common Stock
---- ----------- ---------------- ---------------
Lancer Partners, L.P. (1)
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02/11/97 Purchase 6,000 $ 5.51
02/19/97 Purchase 8,000 $ 6.88
02/20/97 Purchase 8,900 $ 6.45
02/21/97 Purchase 10,000 $ 6.48
02/24/97 Purchase 6,000 $ 6.75
02/25/97 Purchase 15,000 $ 7.40
02/26/97 Purchase 5,000 $ 7.93
02/26/97 Purchase 20,000 $ 7.88
02/27/97 Purchase 6,000 $ 7.97
02/27/97 Purchase 10,000 $ 7.97
02/27/97 Purchase 10,000 $ 8.12
02/28/97 Purchase 5,000 $ 7.88
02/28/97 Purchase 10,000 $ 8.00
Lancer Offshore, Inc. (2)
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01/08/97 Purchase 9,000 $ 8.13
01/14/97 Purchase 4,000 $ 9.74
01/20/97 Purchase 5,000 $ 9.93
01/21/97 Purchase 10,000 $ 10.00
01/24/97 Purchase 10,000 $ 9.27
01/29/97 Purchase 10,000 $ 9.29
01/30/97 Purchase 4,500 $ 8.78
01/31/97 Purchase 2,300 $ 8.55
01/31/97 Purchase 4,000 $ 8.60
02/03/97 Purchase 10,000 $ 8.66
02/04/97 Purchase 10,000 $ 8.66
02/06/97 Purchase 4,400 $ 8.36
02/07/97 Purchase 2,200 $ 7.89
02/11/97 Purchase 6,000 $ 5.51
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(1) Prior to January 7, 1997, Lancer Partners, L.P owned 270,600 shares of
Sterling Common Stock.
(2) Prior to January 7, 1997, Lancer Offshore, Inc. owned 161,000 shares of
Sterling Common
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Page 9 of 12
Nature Number of Shares Price Per Share
of of Sterling of Sterling
Date Transaction Common Stock Common Stock
---- ----------- ---------------- ---------------
02/14/97 Purchase 1,000 $ 7.11
02/20/97 Purchase 10,000 $ 6.66
02/21/97 Purchase 10,000 $ 6.48
02/24/97 Purchase 6,000 $ 6.75
02/26/97 Purchase 15,000 $ 7.88
02/27/97 Purchase 5,000 $ 8.12
(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.
(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. Joint Filing Agreement
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Page 10 of 12
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: March 18, 1997
LANCER PARTNERS, L.P.
By: /s/ Michael Lauer
--------------------------------------------
Name: Michael Lauer
Title: General Partner
LANCER OFFSHORE, INC.
By: /s/ Kieran Conroy
--------------------------------------------
Name: Inter Caribbean Services Ltd.
Title: Director
By: /s/ Arno De Groot
--------------------------------------------
70177.1 Name: Inter Caribbean Services Ltd.
Title: Director
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Page 11 of 12
Exhibit Index
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Description Sequentially Numbered Page
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Joint Filing Agreement 12
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Page 12 of 12
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT made this 18th day of March, 1997, by and among
LANCER PARTNERS, L.P., a New York limited partnership ("Partnership") and
LANCER OFFSHORE, INC., A British Virgin Islands corporation ("Corporation").
W I T N E S S E T H :
WHEREAS, Partnership and Corporation collectively beneficially own more
than five (5%) percent of the issued and outstanding common stock, $.01 par
value, of Sterling Vision, Inc. ("Sterling Common Stock"), a New York
corporation; and
WHEREAS, pursuant to Section 13(d) of the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder, the
parties hereto are required to file a Schedule 13D with the Securities and
Exchange Commission ("SEC").
NOW, THEREFORE, the parties agree as follows:
1. The Partnership and Corporation hereby agree to jointly file a
Schedule 13D with the SEC regarding the beneficial ownership of Sterling
Common Stock and to file any and all amendments and supplements thereto.
2. This Agreement contains the entire agreement among the parties
concerning the subject matter hereof and may not be amended, modified or
changed except pursuant to a written instrument signed by all parties.
IN WITNESS WHEREOF, the parties have signed this Agreement the day and
year first above written.
LANCER PARTNERS, L.P. LANCER OFFSHORE, INC.
By: /s/ Michael Lauer By: /s/ Kieran Conroy
- ----------------------------------- ------------------------------------
Name: Michael Lauer Name: Inter Caribbean Services Ltd
Title: General Partner Title: Director
By: /s/ Arno De Groot
------------------------------------
Name: Inter Caribbean Services Ltd
Title: Director
