SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934 (Amendment No. 3 )
AVESIS INCORPORATED
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(Name of issuer)
COMMON STOCK
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(Title of Class of Securities)
053650107
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(CUSIP Number)
Gerald L. Cohen, Greenley Capital Company
654 Madison Avenue, New York, NY 10021 (212) 888-3800
with copies to:
Joel H. Alperstein, Treasurer, Avesis Incorporated
3724 N. Third St., Suite 300, Phoenix, AZ 85012
(602) 241-3400
--------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notes and Communications)
August 28, 1998
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(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
(Continued on following page(s))
Page 1 of 5 Pages
<PAGE>
CUSIP No. 053650107 Page 2 of 5 Pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS SS. OR I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSON
Gerald L. Cohen
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ x ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
Number of 476,099
Shares ---------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER
Owned by
Each ---------------------------------------------------------------
Reporting 9 SOLE DISPOSITIVE POWER
Person 476,099
With ---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
476,099
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer.
This Statement relates to Common Stock of Avesis Incorporated (the
"Issuer"). The principal executive offices of the Issuer are located at 3724
North Third Street, Suite 300, Phoenix, Arizona 85012.
Item 2. Identity and Background.
This statement is being filed by:
(a) Gerald L. Cohen
(b) Filing person's address: Greenley Capital Company
654 Madison Avenue, New York, NY 10021
(c) Mr. Cohen is the managing director of Greenley Capital
Company, a limited partnership, which is a New York based
investment banking firm. Mr. Cohen has served on the Board
of Directors of the Issuer since March 1985.
(d) During the last five years, the filing person has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, the filing person has not been
and is not 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.
(f) Mr. Cohen is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On August 28, 1998, Mr. Cohen exercised stock purchase options for
100,000 shares of the Issuer's Common Stock, at an exercise price of $0.26 per
option. The total funds expended, $26,000, were personal funds of Mr. Cohen.
Page 3 of 5 Pages
<PAGE>
Item 4. Purpose of Transaction.
All of the Issuer's shares held by Mr. Cohen are held for
investment purposes only. Except as described above and that Mr. Cohen is a
Director of the Issuer, he has no present plan or proposal that relates to or
would result in any of the actions described in clauses (a) through (j) of Item
4 of Schedule 13D, although he may from time to time in the future acquire or
sell shares of Common Stock or securities convertible into Common Stock. At
present, Mr. Cohen contemplates that such additional shares, if any, would also
be purchased for investment purposes only.
Item 5. Interest In Securities of the Issuer.
(a) The aggregate number and percentage of Issuer Common Stock
beneficially owned by Mr. Cohen is 476,099 and 6.2%, respectively.
(b) See Items 7 through 10 on the Cover Pages of this Schedule
13D.
(c) Mr. Cohen effected the following transaction since 60 days
prior to the date of the event which requires filing of this statement:
(i) On August 28, 1998, Mr. Cohen exercised stock purchase options
for 100,000 shares of the Issuer's Common Stock, at an exercise price of $0.26
per option.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
None
Page 4 of 5 Pages
<PAGE>
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.
September 17, 1998
/s/ Gerald L. Cohen
--------------------------
Gerald L. Cohen
Page 5 of 5 Pages
