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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________
SCHEDULE 14D-1
(Amendment No. 1)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
NuVision, Inc.
(Name of subject company)
American Vision Centers, Inc.
NI Acquiring Corp.
(Bidders)
Common Stock, par value $.50 per share
(Title of class of securities)
670923 10 1
(CUSIP number of class of securities)
Lee A. Barkan, Esquire
General Counsel and Secretary
American Vision Centers, Inc.
90 John Street
New York, New York 10038
(212) 385-1000
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of bidder)
With a copy to:
Leonard S. Ferleger, Esquire
Kirkpatrick & Lockhart LLP
1500 Oliver Building
Pittsburgh, Pennsylvania 15222
(412) 355-6500
(Page 1 of 9 Pages)
(Exhibit Index on Page 8)
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Calculation of Filing Fee
Transaction valuation* Amount of filing fee**
$21,731,258 $4,347
* Based on the offer to purchase all outstanding shares of common
stock of the subject company at $7.60 per share in cash, the
number of shares outstanding and the number of options to
purchase common stock outstanding as reported in the Annual
Report on Form 10-K of the subject company for the year ended
December 31, 1994.
** 1/50 of 1% of the transaction valuation.
____
/_X_/ Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registra-
tion statement number, or the form or schedule and the date of
its filing.
Amount previously paid: $4347
Filing party: American Vision Centers, Inc.; NI Acquiring Corp.
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Form or registration no.: Schedule 14D-1 Date filed: May 4, 1995
(Page 2 of 9 Pages)
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SCHEDULE 14D-1
CUSIP No. 670923 10 1 Page 3 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
American Vision Centers, Inc. 13-2926850
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___
(b) _X_
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) OR 2(f) ___
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,627,510
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES* ____
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.44%
10 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 14D-1
CUSIP No. 670923 10 1 Page 4 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
NI Acquiring Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___
(b) _X_
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, AF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) OR 2(f) ___
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,627,510
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES* ___
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.44%
10 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment amends and supplements Items 5, 6, 7, 10 and 11 of
the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") of NI
Acquiring Corp., a Michigan corporation (the "Purchaser"), and American
Vision Centers, Inc., a New York corporation ("Parent"), filed with the
Securities and Exchange Commission on May 4, 1995, relating to a tender
offer (the "Offer") by the Purchaser for all outstanding shares of common
stock, par value $.50 per share (the "Shares"), of NuVision, Inc., a
Michigan corporation (the "Company"). The Offer expired in accordance
with its terms at 12:00 midnight, New York City time, on June 1, 1995 and
the Purchaser accepted for payment 2,627,510 Shares pursuant to the Offer.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
Item 6. Interest in Securities of the Subject Company.
Item 7. Contracts, Arrangements, Understandings or Relationships With
Respect to the Subject Company's Securities.
Item 10. Additional Information.
Items 5, 6(a)-(b), 7 and 10(a) are hereby amended to incorporate
by reference in its entirety the text of the form of a press release,
dated June 2, 1995, relating to the valid tender of approximately
2,627,510 Shares, the expiration of the Offer at 12:00 midnight, New York
City time, on June 1, 1995, and the plan to consummate a merger of the
Purchaser with and into the Company on June 2, 1995. A copy of the form
of that press release is attached hereto as Exhibit (a)(9).
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended by adding thereto the following:
(a) (9) Form of press release, dated June 2, 1995.
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SIGNATURE
After due 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: June 2, 1995
American Vision Centers, Inc.
/s/Seth R. Poppel
--------------------------------
Seth R. Poppel
Name: Seth R. Poppel
Title: Chairman and President
NI Acquiring Corp.
/s/Seth R. Poppel
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Seth R. Poppel
Name: Seth R. Poppel
Title: President
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EXHIBIT INDEX
Exhibit Page No.
No. Description
(a)(9) Form of press release, dated June 2, 1995 9
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Exhibit (a)(9)
For American Vision Centers, Inc.
Seth Poppel, Chairman
212 385 1000
For NuVision, Inc.
Jonathan Raven, President
810 767 0900
FOR IMMEDIATE RELEASE
New York, NY, June 2, 1995 -- American Vision Centers, Inc. announced
today that its wholly owned subsidiary, NI Acquiring Corp., has accepted
for payment all shares of common stock of NuVision, Inc. (NUVI-NASDAQ/NCS)
tendered pursuant to its $7.60 per share tender offer, which expired at
midnight, June 1, 1995.
Based on a preliminary count by the depository, 2,627,510 shares, or
approximately 97.4 percent of the presently outstanding shares, were
validly tendered by the June 1 expiration date. American Vision expects
to begin mailing checks to tendering shareholders as soon as practicable.
All shares not purchased in the tender offer will be exchanged for $7.60
per share in cash in a merger in which NuVision will become a wholly owned
subsidiary of American Vision. The merger, which is expected to be
consummated later today, will not require a meeting or vote of NuVision's
shareholders.
* * *
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