SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934 (Amendment No.__)
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)
William R. Cohen, GoLightly Candy Company
35 Hillside Avenue, Hillside, NJ 07205 (201) 926-2300
with copies to:
Joel H. Alperstein, Avesis Incorporated
3724 N. Third St., Suite 300, Phoenix, AZ 85012
(602) 241-3400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notes and Communications)
May 27, 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
William R. 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)
N/A
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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
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Number of 7 SOLE VOTING POWER
Shares 266,937
Beneficially ------------------------------------------------------------
Owned by 8 SHARED VOTING POWER
Each
Reporting ------------------------------------------------------------
Person 9 SOLE DISPOSITIVE POWER
With 266,937
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10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
266,937
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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)
5.96%
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14 TYPE OF REPORTING PERSON
IN
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<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) William R. Cohen
(b) Filing person's address: GoLightly Candy Company 35 Hillside
Avenue, Hillside, NJ 07205
(c) Mr. Cohen is the Chairman of GoLightly Candy Company. Mr.
Cohen is Co-Chairman of the Board of Directors of the Issuer
and has served on the Board since April 1986.
(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.
Pursuant to an Offer to Exchange for the Issuer's Class A, Nonvoting
Cumulative Convertible Preferred Stock, Series 2 ("Series 2 Shares"), dated May
27, 1998, all tendering shareholders received the Issuer's Class A, Senior
Nonvoting Cumulative Convertible Preferred Stock, Series A ("Series A Shares"),
at a one share to one share exchange rate. Mr. Cohen tendered 10,582 Series 2
Shares, convertible into 26,455 shares of the Common Stock of the Issuer, and
received 10,582 Series A Shares, which as of May 27, 1998 were convertible into
105,820 shares of the Common Stock of the Issuer. There were no funds or other
consideration used to tender the Series 2 Shares in the Offer to Exchange.
Page 3 of 5 Pages
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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 266,937 and 5.96%, 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:
(d) Pursuant to an Offer to Exchange for the Issuer's Class A,
Nonvoting Cumulative Convertible Preferred Stock, Series 2 ("Series 2 Shares"),
dated May 27, 1998, all tendering shareholders received the Issuer's Class A,
Senior Nonvoting Cumulative Convertible Preferred Stock, Series A ("Series A
Shares"), at a one share to one share exchange rate. Mr. Cohen tendered 10,582
Series 2 Shares, convertible into 26,455 shares of the Common Stock of the
Issuer, and received 10,582 Series A Shares, which as of May 27, 1998 were
convertible into 105,820 shares of the Common Stock of the Issuer. There were no
funds or other consideration used to tender the Series 2 Shares in the Offer to
Exchange.
(e) Not applicable.
(f) 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.
June 17, 1998
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/s/ William R. Cohen
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William R. Cohen
Page 5 of 5 Pages
