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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Final Amendment)
NuVision, Inc.
(Name of issuer)
Common Stock
(Title of class of securities)
670923 10 1
(CUSIP number)
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)
With a copy to:
Leonard S. Ferleger, Esquire
Kirkpatrick & Lockhart LLP
1500 Oliver Building
Pittsburgh, Pennsylvania 15222
(412) 355-6500
June 2, 1995
(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 ___.
(Page 1 of 9 Pages)
(Exhibit Index is on Page 6)
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SCHEDULE 13D
CUSIP No. 670923 10 1 Page 2 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
American Vision Centers, Inc. 13-2926850
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) __
(b) __
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER
100 shares
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
100 shares
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Final Amendment amends and supplements Items 4, 5 and 6
of the Statement on Schedule 13D (the "Schedule 13D") of American
Vision Centers, Inc., a New York corporation ("Parent"), filed
with the Securities and Exchange Commission on June 2, 1995 as
part of Amendment No. 1 to the Tender Offer Statement on Schedule
14D-1 of NI Acquiring Corp., a Michigan corporation (the
"Purchaser"), and Parent relating to a tender offer by the
Purchaser for all outstanding shares of common stock of NuVision,
Inc., a Michigan corporation (the "Company").
Item 4. Purpose of Transaction.
Item 5. Interest in Securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Items 4, 5 and 6 are hereby amended to incorporate by
reference in its entirety the text of a certificate of merger
relating to the merger of the Purchaser with and into the Company
which was filed with the Michigan Department of Commerce -
Corporation and Securities Bureau and effective on June 2, 1995.
A copy of the form of that certificate of merger is attached
hereto as Exhibit (c)(6).
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding thereto the following:
(c) (6) Form of certificate of merger, filed June 2, 1995.
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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: June 6, 1995
AMERICAN VISION CENTERS, INC.
/s/ Seth R. Poppel
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Name: Seth R. Poppel
Title: Chairman and President
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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: June 6, 1995
NI ACQUIRING CORP.
/s/ Seth R. Poppel
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Name: Seth R. Poppel
Title: President
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EXHIBIT INDEX
Exhibit Page
No. Description No.
(c)(6) Form of certificate of merger, filed June < 7
2, 1995
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Exhibit (c)(6)
CERTIFICATE OF MERGER
NI ACQUIRING CORP., a Michigan corporation
(Parent corporation)
with and into
NUVISION, INC., a Michigan corporation
(Subsidiary corporation)
Pursuant to the provisions of Sections 711, 712 and 713
of Act 284, Public Acts of 1972 (as amended, the "MBCA"), and the
Agreement and Plan of Merger, dated as of April 27, 1995 (the
"Merger Agreement"), by and among AMERICAN VISION CENTERS, INC.,
a New York corporation ("AVC"), NI ACQUIRING CORP., a Michigan
corporation ("NI"), and NUVISION, INC., a Michigan corporation
("NuVision"), the undersigned corporation executes the following
Certificate of Merger:
1. Under the Merger Agreement, the constituent
corporations are NI and NuVision, and the surviving corporation
is NuVision (sometimes referred to herein as the "Surviving
Corporation"). The corporation identification ("CID") number of
NuVision is 186-689. The CID number of NI is 284-099.
2. The Merger Agreement, including the plan of merger
described hereafter (the "Plan of Merger"), was unanimously
approved and adopted by the respective Boards of Directors of the
constituent corporations and was approved and adopted by the sole
shareholder of NI in accordance with Section 713 of the MBCA.
Approval by the shareholders of NuVision of the Merger Agreement
and the Plan of Merger was not required because NI owns more than
90% of the outstanding shares of common stock, par value $.50 per
share (the "Shares"), of NuVision, which is the only class of
capital stock of NuVision outstanding.
3. As of the date hereof, the number of Shares
outstanding is 2,696,426, and no other shares of capital stock of
NuVision are outstanding. The number of such Shares owned by NI
as of the date hereof is 2,602,222 Shares.
4. The Plan of Merger provides that the manner and
basis of converting the shares of each constituent corporation
into shares, bonds or other securities of the surviving
corporation or into cash or other consideration is as follows:
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(a) Each Share issued and outstanding immediately
prior to the effective time of the merger (the
"Merger") of NI with and into NuVision (the
"Effective Time") (other than Shares owned by AVC,
NI or any other subsidiary of AVC (collectively,
the "AVC Companies") and Shares held by NuVision
or any of its subsidiaries immediately prior to
the Effective Time) shall be converted into the
right to receive in cash $7.60 per Share (the
"Merger Price"), shall cease to be outstanding,
shall automatically be canceled and retired and
shall cease to exist; and each holder of a stock
certificate (a "Certificate") formerly
representing any such Shares shall cease to have
any rights with respect thereto, except the right
to receive, without interest, the aggregate Merger
Price therefor upon the surrender of such
Certificate;
(b) Each Share issued and outstanding immediately
prior to the Effective Time and owned by any of
the AVC Companies and each Share issued and held
by NuVision or any of its subsidiaries immediately
prior to the Effective Time shall cease to be
outstanding, shall automatically be canceled and
retired without payment of any consideration
therefor and shall cease to exist;
(c) The shares of common stock of NI issued and
outstanding immediately prior to the Effective
Time shall remain outstanding and shall be
converted into and thereafter constitute all of
the issued and outstanding shares of the capital
stock of the Surviving Corporation; and
(d) Immediately after the Effective Time, NuVision
shall (i) be the surviving corporation, (ii)
continue to have the name "NuVision, Inc.," and
(iii) continue its corporate existence under the
MBCA unaffected by the Merger. The articles of
incorporation and by-laws of NuVision, as in
effect immediately prior to the Effective Time,
shall be the articles of incorporation and by-
laws, respectively, of the Surviving Corporation
after the Effective Time until thereafter amended,
and the directors and officers of NI immediately
prior to the Effective Time shall continue as the
directors and officers of the Surviving
Corporation. The Merger shall have all of the
effects specified in the MBCA.
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5. The Merger Agreement is on file at the Surviving
Corporation's headquarters, located at P. O. Box 2600, 2284 S.
Ballenger Highway, Flint, Michigan 48501, and will be furnished
by the Surviving Corporation, on request and without cost, to any
shareholder of any constituent corporation.
6. On behalf of NI and, as the Surviving Corporation,
NuVision shall, after the filing of this Certificate of Merger,
promptly mail to each minority shareholder of record of NuVision
a copy or summary of the Plan of Merger. Under the Plan of
Merger, the Merger Agreement and the MBCA, there are no
dissenters' rights of appraisal in connection with the merger of
NI with and into NuVision.
Dated: June 1, 1995
NI ACQUIRING CORP.
a Michigan corporation
By: /s/ Seth R. Poppel
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Name: Seth R. Poppel
Title: President
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