<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Pharmhouse Corp.
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(Name of Issuer)
Common Stock, Par Value $.01
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(Title of Class of Securities)
717137103
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(CUSIP Number of Class of Securities)
Scot A. Rosenblum
WisdomTree Associates, L.P.
1633 Broadway, 38th Floor
New York, New York 10019
(212) 843-2782
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(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
July 29, 1996
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(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 207,500 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
207,500 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
207,500 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)
9.30%
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 207,500 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
207,500 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
207,500 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)
9.30%
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 207,500 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
207,500 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
207,500 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)
9.30%
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.
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This Amendment No. 2, dated August 9, 1996, to the Schedule
13D, dated May 13, 1996, as amended by Amendment No. 1, dated June 10, 1996,
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.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety to
read as follows:
This Schedule 13D is being filed on behalf of the
Partnership, the General Partner and Mr. Steinberg. The Partnership and the
General Partner are each organized in the State of New York. The business
address of the Partnership, the General Partner and Mr. Steinberg is 1633
Broadway, 38th Floor, New York, New York 10019.
The present principal employment of Mr. Steinberg is as
Chairman and Chief Executive Officer of Individual Investor Group, Inc. ("I.I.
Group"), as Chairman and Chief Executive Officer of the General Partner and as
co-manager of both the Partnership and WisdomTree Offshore Ltd. The business
address of I.I. Group is 1633 Broadway, 38th Floor, New York, New York 10019.
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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 the General
Partner is management of the Partnership.
The name, business address and principal employment of the
executive officers and directors of the General Partner and I.I. Group 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.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety to
read as follows:
The 207,500 shares of Common Stock of the Company acquired
by the Partnership were acquired in over-the-counter
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transactions for an aggregate purchase price of $875,658.95 (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 in its entirety to
read as follows:
(a) As of August 2, 1996, each of the Reporting Entities
beneficially owned a total of 207,500 shares of the Common Stock of the
Company, constituting 9.30% of the shares of Common Stock then outstanding,
based on 2,231,140 shares of Common Stock outstanding on June 1, 1996 as
disclosed in the Company's quarterly report on Form 10-Q for the quarter ended
May 4, 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.
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(c) Information concerning transactions in the Common Stock
effected by the Reporting Entities since the filing of Amendment No. 1 on June
10, 1996 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, since the filing of Amendment No. 1 on June 10, 1996.
(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
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Jonathan L. Steinberg Chairman, Chief Executive Officer and
Director
Robert Schmidt President and Director
Scot A. Rosenblum Vice President, Secretary and Director
Russell Anmuth Vice President
Individual Investor
Group, Inc. Position
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Jonathan L. Steinberg Chairman, Chief Executive Officer and
Director
Robert Schmidt President, Chief Operating Officer and
Director
Scot A. 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
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1. On June 14, 1996, the Partnership purchased 5,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$4.32 per share.
2. On June 17, 1996, the Partnership purchased 5,500 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$4.19 per share.
3. On June 20, 1996, the Partnership purchased 3,500 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$4.19 per share.
4. On June 28, 1996, the Partnership purchased 1,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$5.33 per share.
5. On July 10, 1996, the Partnership purchased 3,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$4.19 per share.
6. On July 17, 1996, the Partnership purchased 4,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$4.07 per share.
7. On July 29, 1996, the Partnership purchased 9,500 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$3.56 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: August 9, 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: August 9, 1996 WISDOMTREE CAPITAL
MANAGEMENT, INC.
By:/s/ Scot A. Rosenblum
Name: Scot A. Rosenblum
Title: Vice President
Dated: August 9, 1996 By:/s/ Jonathan L. Steinberg
Jonathan L. Steinberg
