<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
The Diana Corporation
(Name of Issuer)
Common Stock, Par Value $1.00
(Title of Class of Securities)
252790100
(CUSIP Number of Class of Securities)
Patricia Renda
WisdomTree Associates, L.P.
1633 Broadway, 38th Floor
New York, New York 10019
(212) 843-2782
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Roger D. Blanc
Willkie Farr & Gallagher
153 East 53rd Street
New York, NY 10022
(212) 821-8000
January 11, 1996
(Date of Event which Requires
Filing of this Schedule)
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: [ ]
Check the following box if a fee is being paid with this statement:
[X]
<PAGE>2
SCHEDULE 13D
CUSIP No. 252790100 Page 2 of 17 Pages
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WISDOMTREE CAPITAL MANAGEMENT, INC. I.D. #13-3729429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
7 SOLE VOTING POWER
0 shares of Common Stock
8 SHARED VOTING POWER
221,250 shares of Common Stock
9 SOLE DISPOSITIVE POWER
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
221,250 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
221,250 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>3
SCHEDULE 13D
CUSIP No. 252790100 Page 3 of 17 Pages
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WISDOMTREE ASSOCIATES, L.P. I.D. #13-3729430
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
7 SOLE VOTING POWER
0 shares of Common Stock
8 SHARED VOTING POWER
214,250 shares of Common Stock
9 SOLE DISPOSITIVE POWER
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
214,250 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
214,250 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>4
SCHEDULE 13D
CUSIP No. 252790100 Page 4 of 17 Pages
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WISDOMTREE OFFSHORE, LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
7 SOLE VOTING POWER
0 shares of Common Stock
8 SHARED VOTING POWER
7,000 shares of Common Stock
9 SOLE DISPOSITIVE POWER
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
7,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>5
SCHEDULE 13D
CUSIP No. 252790100 Page 5 of 17 Pages
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JONATHAN L. STEINBERG I.D. ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
7 SOLE VOTING POWER
0 shares of Common Stock
8 SHARED VOTING POWER
221,250 shares of Common Stock
9 SOLE DISPOSITIVE POWER
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
221,250 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
221,250 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>6
SCHEDULE 13D
CUSIP No. 252790100 Page 6 of 17 Pages
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RUSSELL L. ANMUTH I.D. ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
7 SOLE VOTING POWER
7,550 shares of Common Stock
8 SHARED VOTING POWER
221,250 shares of Common Stock
9 SOLE DISPOSITIVE POWER
7,550 shares of Common Stock
10 SHARED DISPOSITIVE POWER
221,250 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
228,800 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>7
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D, dated January 22, 1996 (the
"Schedule 13D"), relates to the Common Stock, par value $1.00 per share (the
"Common Stock") of The Diana Corporation, a Delaware corporation (the
"Company"), and is being filed pursuant to Rule 13d-1 under the Securities
Exchange Act of 1934, as amended. The address of the principal executive
offices of the Company is 8200 W. Brown Deer Road, Suite 200, Milwaukee,
Wisconsin 53223.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed on behalf of WisdomTree Associates,
L.P. (the "Partnership"), WisdomTree Capital Management, Inc. (the "General
Partner"), WisdomTree Offshore, Ltd. ("WisdomTree Offshore"), Jonathan L.
Steinberg ("Mr. Steinberg") and Russell L. Anmuth ("Mr. Anmuth" and
collectively, the "Reporting Entities"). The Partnership and the General
Partner are each organized in the State of New York and WisdomTree Offshore is
incorporated under the laws of the Cayman Islands. The business address of
the Partnership, the General Partner, Mr. Steinberg and Mr. Anmuth is 1633
Broadway, 38th Floor, New York, New York 10019. The business address of
WisdomTree Offshore is Zephyr House, 5th Floor, P.O. Box 1561, Mary Street,
Grand Cayman, Cayman Islands, British West Indies.
The present principal employment of Mr. Steinberg is as Chairman and
Chief Executive Officer of Individual Investor Group, Inc. ("I.I. Group"), as
Chairman, Chief Executive Officer and Treasurer of the General Partner and as
co-manager of WisdomTree Offshore. The business address of I.I. Group is 1633
Broadway,
<PAGE>8
38th Floor, New York, New York 10019. The present principal employment of
Mr. Anmuth is as Vice President of the General Partner, co-manager of the
Partnership and co-manager of WisdomTree Offshore.
The principal business of the Partnership is as an investment fund
that invests and reinvests in securities of relatively small, less well-known
public companies. The principal business of WisdomTree Offshore is as an
investment fund that invests and reinvests in securities of relatively small,
less well-known public companies. The principal business of the General
Partner is management of the Partnership and WisdomTree Offshore.
The name, business address and principal employment of the executive
officers and directors of the General Partner, I.I. Group and WisdomTree
Offshore are set forth in Schedule A hereto and are incorporated by reference.
During the last five years, neither the Reporting Entities nor, to
the best of the Reporting Entities' knowledge, any of the other persons
identified in Schedule A hereto has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or has been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a 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. All of the persons listed in
Schedule A are United States citizens, with the exception of Christopher
Wetherhill, who
<PAGE>9
is a citizen of Bermuda, and Charles Quin, who is a citizen of the Cayman
Islands.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the 214,250 shares of Common Stock acquired by the Partnership
(the "Partnership Purchases"), 205,000 shares were acquired in brokered
transactions for an aggregate purchase price of $2,097,216.50 and 9,250 shares
were acquired pursuant to a five percent stock dividend payable on January 5,
1996 to shareholders of record on December 18, 1995. The 7,000 shares of
Common Stock purchased by WisdomTree Offshore (the "Offshore Purchases") were
acquired in brokered transactions for an aggregate purchase price of
$112,031.50. Of the 7,550 shares of Common Stock acquired by Mr. Anmuth,
7,225 shares were acquired in brokered transactions for an aggregate purchase
price of $82,880.91 and 325 shares were acquired pursuant to the
aforementioned stock dividend.
The source of funds for the Partnership Purchases was investment
capital contributed by the Partnership. The source of funds for the Offshore
Purchases was investment capital contributed by WisdomTree Offshore. The
source of funds for the shares purchased by Mr. Anmuth was personal funds
contributed by Mr. Anmuth.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Entities have acquired the shares of Common Stock for
the purpose of investment. The Reporting Entities may maintain their
investment at current levels or sell all or a part of their investment. In
any such case, the decision by the Reporting Entities would depend upon a
continuing evaluation of the Company's business, prospects and financial
<PAGE>10
condition, the market for the shares of Common Stock, other investment
opportunities available to the Reporting Entities, general economic
conditions, stock market conditions, availability of funds and other factors
and future developments that the Reporting Entities may deem relevant from
time to time. Any acquisition or disposition of shares of Common Stock by the
Reporting Entities may be effected through open market or privately negotiated
transactions, or otherwise.
Except to the extent set forth above, or in any other Item hereof, the
Reporting Entities and, to the best of their knowledge, the persons listed in
Schedule A hereto, do not have any present plans or proposals that relate to
or would result in any of the actions required to be described in Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of January 18, 1996, the Partnership beneficially owned a
total of 214,250 shares of the Common Stock of the Company, the General
Partner beneficially owned a total of 221,250 shares of the Common Stock of
the Company, WisdomTree Offshore beneficially owned a total of 7,000 shares of
the Common Stock of the Company, Mr. Steinberg beneficially owned a total of
221,250 shares of the Common Stock of the Company and Mr. Anmuth beneficially
owned a total of 228,800 shares of the Common Stock of the Company,
constituting 5.2%, 5.4%, .2%, 5.4% and 5.6%, respectively, of the shares of
Common Stock then outstanding, based on 4,117,644 shares of Common Stock
outstanding, consisting of (i) 3,921,566 shares of Common Stock reported to be
outstanding as disclosed in the Company's quarterly report on Form 10-Q for
the quarter ended October 14, 1995 and (ii) the issuance of
<PAGE>11
196,078 shares of Common Stock pursuant to a stock dividend payable on January
5, 1996 to shareholders of record on December 18, 1995, as announced in a
press release of the Company, dated December 5, 1995. As of January 18, 1996,
the Reporting Entities beneficially owned a total of 228,800 shares of the
Common Stock of the Company, constituting 5.6% of the shares of Common Stock
then outstanding. To the best of the knowledge of the Reporting Entities,
none of the individuals listed on Schedule A, with the exception of Mr.
Steinberg and Mr. Anmuth, beneficially owns any shares of the Common Stock of
the Company, except pursuant to their interests in the Partnership, the
General Partner and WisdomTree Offshore.
(b) The Partnership, the General Partner, Mr. Steinberg and Mr.
Anmuth share voting and dispositive power with respect to 214,250 shares of
Common Stock. WisdomTree Offshore, the General Partner, Mr. Steinberg and Mr.
Anmuth share voting and dispositive power with respect to 7,000 shares of
Common Stock. Mr. Anmuth has sole voting and dispositive power with respect
to 7,550 shares of Common Stock. To the best of the knowledge of the
Reporting Entities, none of the individuals listed on Schedule A, with the
exception of Mr. Steinberg and Mr. Anmuth, has any voting or dispositive power
with respect to shares of Common Stock.
(c) Information concerning transactions in Common Stock effected by
the Reporting Entities during the past 60 days is set forth in Schedule B
hereto and is incorporated by reference. Except as set forth in Schedule B,
no transactions in Common Stock have been effected by any of the Reporting
Entities
<PAGE>12
or, to the best of the knowledge of the Reporting Entities, by any of the
persons identified in Schedule A, during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Neither the Reporting Entities nor, to the best of the Reporting
Entities' knowledge, any of the individuals listed on Schedule A hereto, has
any contracts, arrangements, understandings, or relationships (legal or
otherwise) with any person with respect to any securities of the Company,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or losses, or the giving or
withholding of proxies, with the exception of margin agreements between
Republic New York Securities Corporation and each of the Partnership,
WisdomTree Offshore and Russell Anmuth, which margin agreements will be filed
by amendment.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS .
None.
<PAGE>13
SCHEDULE A
The following table sets forth the name and principal employment of each
of the officers and directors of WisdomTree Capital Management, Inc.,
Individual Investor Group, Inc. and WisdomTree Offshore, Ltd., as well as the
business address of each director of such entities not employed by such
entities.
<TABLE> <CAPTION>
<S> <C>
WISDOMTREE CAPITAL
MANAGEMENT, INC. POSITION
Jonathan L. Steinberg Chairman, Chief Executive Officer, Treasurer and Director
Robert Schmidt President and Director
Scot Rosenblum Vice President, Secretary and Director
Russell Anmuth Vice President
INDIVIDUAL INVESTOR
GROUP, INC. POSITION
Jonathan L. Steinberg Chairman, Chief Executive Officer and Director
Robert Schmidt President, Chief Operating Officer and Director
Scot Rosenblum Vice President, Secretary and Director
Henry Clark Controller and Assistant
Secretary
Peter M. Ziemba Assistant Secretary
Bruce Sokoloff Director; Executive Vice President, Reliance Group Holdings,
Inc., 55 East 52nd Street, New York, New York 10055
WISDOMTREE OFFSHORE, LTD. POSITION
Jonathan L. Steinberg Vice President
Scot Rosenblum Vice President and Director
<PAGE>14
President and Director; Chief Executive Officer, The Hemisphere
Group Limited, Hemisphere House, 9 Church Street, Hamilton,
Bermuda
Christopher Wetherhill
Charles Quin Director; Partner, Quin & Hampson, George Town, Grand Cayman,
Cayman Islands.
</TABLE>
<PAGE>15
SCHEDULE B
The Partnership
1. On January 16, 1996, the Partnership purchased 2,000 shares of Common
Stock of the Company in brokered transactions at a price of $12.70 per share.
2. On January 16, 1996, the Partnership purchased 1,500 shares of Common
Stock of the Company in brokered transactions at a price of $13.36 per share.
3. On January 17, 1996, the Partnership purchased 16,500 shares of
Common Stock of the Company in brokered transactions at a price of $14.38 per
share.
WisdomTree Offshore
1. On January 11, 1996, WisdomTree Offshore purchased 3,000 shares of
Common Stock of the Company in brokered transactions at a price of $16.32 per
share.
2. On January 11, 1996, WisdomTree Offshore purchased 3,000 shares of
Common Stock of the Company in brokered transactions at a price of $16.39 per
share.
3. On January 12, 1996, WisdomTree Offshore purchased 500 shares of
Common Stock of the Company in brokered transactions at a price of $14.55 per
share.
4. On January 12, 1996, WisdomTree Offshore purchased 500 shares of
Common Stock of the Company in brokered transactions at a price of $13.27 per
share.
Mr. Anmuth
1. On December 13, 1995, Mr. Anmuth purchased 500 shares of Common Stock
of the Company in brokered transactions at a price of $21.19 per share.
2. On January 11. 1996, Mr. Anmuth purchased 600 shares of Common Stock
of the Company in brokered transactions at a price of $15.64 per share.
3. On January 12, 1996, Mr. Anmuth purchased 125 shares of Common Stock
of the Company in brokered transactions at a price of $14.65 per share.
<PAGE>16
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: January 22, 1996 WISDOMTREE ASSOCIATES, L.P.
By: WisdomTree Capital
Management, Inc.,
General Partner
By:/s/ Scot A. Rosenblum
Name: Scot A. Rosenblum
Title: Vice President
Dated: January 22, 1996 WISDOMTREE CAPITAL
MANAGEMENT, INC.
By:/s/ Scot A. Rosenblum
Name: Scot A. Rosenblum
Title: Vice President
Dated: January 22, 1996 WISDOMTREE
OFFSHORE, LTD.
By:/s/ Scot A. Rosenblum
Name: Scot A. Rosenblum
Title: Director
Dated: January 22, 1996 By:/s/ Jonathan L. Steinberg
Jonathan L. Steinberg
Dated: January 22, 1996 By:/s/ Russell L. Anmuth
Russell L. Anmuth
