SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 1)*
Wesley Jessen Visioncare
(Name of Issuer)
Common Stock
(Title of Class of Securities)
951018100
(CUSIP Number)
December 31, 1998
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[X] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 8 Pages)
________________
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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)
CUSIP No. 951018100 13G Page 2 of 8 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Zak Capital, Inc.
41-1866769
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER 1,150,490
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER -0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER 1,150,490
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,150,490
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.77%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 951018100 13G Page 3 of 8 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Zak Minotaur Fund, L.P.
41-1909437
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER 25,700
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER -0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER 25,700
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
25,700
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.15%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 951018100 13G Page 4 of 8 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Suzanne Zak
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER 1,176,190
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER -0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER 1,176,190
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,176,190
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.92%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 951018100 13G Page 5 of 8 Pages
This Amendment No. 1 to the Schedule 13G initially filed on June 17,
1998, relating to Common Stock issued by Wesley Jessen Visioncare Inc.(the
"Company"), is being filed for (i) Zak Capital, Inc. pursuant to Rule 13d-
1(b), and for (ii) Zak Minotaur Fund, L.P. and (iii) Suzanne Zak pursuant to
Rule 13d-1(c).
Item 1(a). Name of Issuer:
The name of the issuer is Wesley Jessen Visioncare.
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 333 East Howard
Avenue, Des Plaines, IL 60018.
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Zak Capital, Inc., a registered investment adviser, with respect
to the shares of common stock held in discretionary accounts
managed by it;
(ii) Zak Minotaur Fund, L.P., a Delaware limited partnership, with
respect to the shares of common stock beneficially owned by it;
and
(iii) Suzanne Zak, an individual, with respect to the shares of common
stock beneficially owned by each of Zak Capital, Inc. and Zak
Minotaur Fund, L.P.
The foregoing persons are hereinafter collectively referred to as the
"Reporting Persons". Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after
making inquiry to the appropriate party.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the Reporting
Persons is 100 N. Sixth Street, Ste. 476A, Minneapolis, MN 55403.
Item 2(c). Citizenship:
Zak Capital, Inc. is a Minnesota corporation; Zak Minotaur Fund, L.P. is a
Delaware limited partnership; and Suzanne Zak is a citizen of the United
States.
Item 2(d). Title of Class of Securities:
Common
CUSIP No. 951018100 13G Page 6 of 8 Pages
Item 2(e). CUSIP Number:
951018100
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [X] Investment Adviser in accordance with Rule
13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
The percentages used in this Item 4 are calculated based upon
16,988,521 shares of Common Stock ($0.01 par value) issued and outstanding as
of November 4, 1998 as reported in the Company's Form 10-Q for the period
ending September 26, 1998.
A. Zak Capital, Inc.
(a) Amount beneficially owned: 1,150,490
(b) Percent of class: 6.77%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,150,490
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,150,490
CUSIP No. 951018100 13G Page 7 of 8 Pages
B. Zak Minotaur Fund, L.P.
(a) Amount beneficially owned: 25,700
(b) Percent of class: 0.15%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 25,700
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 25,700
C. Suzanne Zak
(a) Amount beneficially owned: 1,176,190
(b) Percent of class: 6.92%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,176,190
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,176,190
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.
Suzanne Zak, the chief executive officer of Zak Capital, Inc. and the
managing member of the general partner of Zak Minotaur Fund, L.P., has the
power to direct the affairs of Zak Capital, Inc. and Zak Minotaur Fund, L.P.,
including decisions respecting the disposition of proceeds from the sale of the
Common Stock.
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.
See Item 2.
Item 9. Notice of Dissolution of Group.
Not applicable.
CUSIP No. 951018100 13G Page 8 of 8 Pages
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
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: February 11, 1999
/s/ Suzanne Zak
Suzanne Zak, individually, and as chief
executive officer of Zak Capital, Inc. and
as managing member of Zak Partners, LLC,
general partner of Zak Minotaur Fund,
L.P.
