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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____1_____)*
Vistana Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92839P10
(CUSIP Number)
05/31/98
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 on the remainder of this cover page shall not be
deemed to be "filed" for the purpose 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).
Page 1 of 4 Pages
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CUSIP No. 92839P10 13G Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg Pincus Asset Management, Inc. 13-2673503
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
Not applicable (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
1,673,300
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 484,400
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,227,900
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,227,900
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.56%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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Item 1(a): Name of Issuer:
Vistana Inc.
Item 1(b): Address of Issuer's Principal Executive Offices:
8801 Vistana Centre Drive
Orlando, FL 32821
Item 2(a) Name of Person Filing
Warburg Pincus Asset Management, Inc.
Item 2(b): Address of Principal Business Office:
466 Lexington Avenue, New York, New York 10017
Item 2(c): Citizenship:
Delaware
Item 2(d): Title of Class of Securities:
Common Stock
Item 2(e): CUSIP Number:
92839P10
Item 3: If the reporting person is an investment adviser
in accordance with ss. 240.13d-1(b)(1)(ii)(E),
check this box. [X]
Item 4: Ownership:
(a) Amount beneficially owned: 2,227,900.
(b) Percent of class: 10.56%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the
vote 1,673,300.
(ii) Shared power to vote or to direct the
vote 484,400.
(iii) Sole power to dispose or to direct the
dispostion of 2,227,900.
(iv) Shared power to dispose or to direct
the dispostion of 0.
Item 5: Ownership of Five Percent or Less of a Class:
Page 3 of 4 Pages
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Item 6: Ownership of More than Five Percent on Behalf of
Another Person:
Warburg Pincus Asset Management, Inc. ("WPAM") is an
Investment Adviser registered with the United States
Securities and Exchange Commission. WPAM serves as
investment adviser to many accounts including
various registered investment companies. The
securities which are the subject of this report are
owned by our accounts. A registered investment
company may own more than 5% of the securities,
however, no individual or institutional account
does. In this report no registered investment
company owned more than 5%.
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:
Not Applicable.
Item 9: Notice of Dissolution of Group:
Not Applicable.
Item 10: Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were acquired and are held in the ordinary
course of business and 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.
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: 6/4/98
By:/s/ Linda S. Iovan
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Name: Linda S. Iovan
Title: Vice President
Page 4 of 4 Pages
