<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Pharmhouse Corp.
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
717137103
(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
May 29, 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: |_|
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SCHEDULE 13D
CUSIP No. 717137103
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
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 176,000 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
176,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
176,000 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)
7.90%
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.
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SCHEDULE 13D
CUSIP No. 737137103
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
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 176,000 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
176,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
176,000 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)
7.90%
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.
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SCHEDULE 13D
CUSIP No. 737137103
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
United States
7 SOLE VOTING POWER
0 shares of Common Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 176,000 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
176,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
176,000 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)
7.90%
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>
This Amendment No. 1, dated June 10, 1996, to the Schedule
13, dated May 13, 1996 (the "Schedule 13D"), filed on behalf of WisdomTree
Associates, L.P. (the "Partnership"), WisdomTree Capital Management, Inc. (the
"General Partner") and Jonathan L. Steinberg ("Mr. Steinberg" and
collectively, the "Reporting Entities"), relates to the Common Stock, par
value $0.01 per share (the "Common Stock") of Pharmhouse Corp., a Delaware
corporation (the "Company"), and is being filed pursuant to Rule 13d-2 under
the Securities Exchange Act of 1934, as amended.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated as set forth below:
The 176,000 shares of Common Stock of the Company acquired by
the Partnership were acquired in brokered transactions for an aggregate purchase
price of $748,300.20 (the "Partnership Shares"). The source of funds for the
Partnership Shares was investment capital contributed by the Partnership.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as set forth below:
(a) As of June 7, 1996, each of the Reporting Entities
beneficially owned a total of 176,000 shares of the Common Stock of the Company,
constituting 7.90% of the shares of Common Stock then outstanding, based on
2,228,978 shares of
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Common Stock outstanding as disclosed in the Company's annual report on Form
10-K for the year ended February 3, 1996. To the best of the knowledge of the
Reporting Entities, none of the individuals listed on Schedule A, with the
exception of Mr. Steinberg, beneficially owns any shares of the Common Stock of
the Company, except pursuant to their interests in the Partnership and the
General Partner.
(b) The Reporting Entities and Russell Anmuth, a Vice
President of the General Partner and co-manager of the Partnership, share voting
and dispositive power with respect to the Partnership Shares. 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, have any voting or
dispositive power with respect to the Partnership Shares.
(c) Information concerning transactions in the 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 the Common Stock have been effected by any of the
Reporting Entities 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.
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SCHEDULE A
The following table sets forth the name and principal employment of
each of the officers and directors of WisdomTree Capital Management, Inc. and
Individual Investor Group, Inc., as well as the business address of each
director of such entities not employed by such entities.
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
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SCHEDULE B
The Partnership
- ---------------
1. On May 8, 1996, the Partnership purchased 1,500 shares of Common Stock
of the Company in brokered transactions at a price of $4.26 per share.
2. On May 13, 1996, the Partnership purchased 3,000 shares of Common Stock
of the Company in brokered transactions at a price of $5.07 per share.
3. On May 16, 1996, the Partnership purchased 4,000 shares of Common Stock
of the Company in brokered transactions at a price of $4.90 per share.
4. On May 17, 1996, the Partnership purchased 2,000 shares of Common Stock
of the Company in brokered transactions at a price of $4.82 per share.
5. On May 21, 1996, the Partnership purchased 5,000 shares of Common Stock
of the Company in brokered transactions at a price of $4.69 per share.
6. On May 28, 1996, the Partnership purchased 5,000 shares of Common Stock
of the Company in brokered transactions at a price of $4.19 per share.
7. On May 29, 1996, the Partnership purchased 7,000 shares of Common Stock
of the Company in brokered transactions at a price of $4.36 per share.
8. On May 30, 1996, the Partnership purchased 8,000 shares of Common Stock
of the Company in brokered transactions at a price of $4.32 per share.
9. On June 4, 1996, the Partnership purchased 10,500 shares of Common
Stock of the Company in brokered transactions at a price of $4.50 per
share.
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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: June 10, 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: June 10, 1996 WISDOMTREE CAPITAL
MANAGEMENT, INC.
By:/s/ Scot A. Rosenblum
Name: Scot A. Rosenblum
Title: Vice President
Dated: June 10, 1996 By:/s/ Jonathan L. Steinberg
Jonathan L. Steinberg
