<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
Target Technologies, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01
- ------------------------------------------------------------------------------
(Title of Class of Securities)
87612N106
- ------------------------------------------------------------------------------
(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
- ------------------------------------------------------------------------------
(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
- ------------------------------------------------------------------------------
(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: [ ]
<PAGE>2
SCHEDULE 13D
CUSIP No. 87612N106
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 326,500 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
326,500 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
326,500 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)
7.51%
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. 87612N106
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 261,500 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
261,500 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
261,500 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)
6.02%
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. 87612N106
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
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 65,000 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
65,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
65,000 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)
1.50%
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. 87612N106
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 326,500 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
326,500 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
326,500 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)
7.51%
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
This Amendment No. 3, dated August 9, 1996, to the Schedule
13D, dated March 20, 1996, as amended by Amendment No. 1, dated April 23,
1996, and Amendment No. 2, dated April 29, 1996, filed on behalf of WisdomTree
Associates, L.P. (the "Partnership"), WisdomTree Capital Management, Inc. (the
"General Partner"), WisdomTree Offshore, Ltd. ("WisdomTree Offshore") 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 Target Technologies, Inc., a New York 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, WisdomTree Offshore and Mr. Steinberg. 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 and Mr.
Steinberg 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
<PAGE>7
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. The business address of I.I. Group is 1633 Broadway, 38th Floor,
New York, New York 10019.
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 offshore 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
<PAGE>8
such laws. All of the persons listed in Schedule A are United States citizens,
with the exception of Christopher Wetherhill, who 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.
Item 3 is hereby amended and restated in its entirety to
read as follows:
The 261,500 shares of Common Stock acquired by the
Partnership (the "Partnership Purchases") were acquired in over-the-counter
transactions for an aggregate purchase price of $1,811,327.65. The 65,000
shares of Common Stock purchased by WisdomTree Offshore (the "Offshore
Purchases") were acquired in over-the-counter transactions for an aggregate
purchase price of $331,940.
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.
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, the Partnership beneficially
owned a total of 261,500 shares of the Common Stock of the Company, the
General Partner beneficially owned a total of 326,500 shares of the Common
Stock of the Company, WisdomTree
<PAGE>9
Offshore beneficially owned a total of 65,000 shares of the Common Stock of
the Company and Mr. Steinberg beneficially owned a total of 326,500 shares of
the Common Stock of the Company, constituting 6.02%, 7.51%, 1.50% and 7.51%,
respectively, of the shares of Common Stock then outstanding, based on
4,347,293 shares of Common Stock reported to be outstanding on July 12, 1996
as disclosed in the Company's quarterly report on Form 10-QSB for the quarter
ended May 31, 1996. As of August 2, 1996, the Reporting Entities beneficially
owned a total of 326,500 shares of the Common Stock of the Company,
constituting 7.51% 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, 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
Russell Anmuth, a Vice President of the Investment Manager, co-manager of the
Partnership and co-manager of WisdomTree Offshore, share voting and
dispositive power with respect to 261,500 shares of Common Stock. WisdomTree
Offshore, the General Partner, Mr. Steinberg and Mr. Anmuth share voting and
dispositive power with respect to 65,000 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.
<PAGE>10
(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.
<PAGE>11
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 and
Director
Robert Schmidt President and Director
Scot A. 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 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
<PAGE>12
WisdomTree Offshore, Ltd. Position
- ------------------------- --------
Jonathan L. Steinberg Vice President
Scot A. Rosenblum Chairman, Vice President and Director
Christopher Wetherhill President and Director; Chief Executive
Officer, The Hemisphere Group Limited,
Hemisphere House, 9 Church Street, Hamilton,
Bermuda
Charles Quin Director; Partner, Quin & Hampson, George
Town, Grand Cayman, Cayman Islands.
<PAGE>13
SCHEDULE B
The Partnership
- ---------------
1. On June 19, 1996, the Partnership purchased 5,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$4.91 per share.
2. On June 28, 1996, the Partnership purchased 4,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$5.01 per share.
3. On July 29, 1996, the Partnership purchased 12,500 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$4.13 per share.
WisdomTree Offshore
- -------------------
1. On July 16, 1996, WisdomTree Offshore purchased 15,000 shares of
Common Stock of the Company in over-the-counter transactions at a
price of $2.27 per share.
2. On July 24, 1996, WisdomTree Offshore purchased 10,000 shares of
Common Stock of the Company in over-the-counter transactions at a
price of $2.50 per share.
<PAGE>14
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 WISDOMTREE OFFSHORE, LTD.
By:/s/ Scot A. Rosenblum
Name: Scot A. Rosenblum
Title: Director
Dated: August 9, 1996 By:/s/ Jonathan L. Steinberg
Jonathan L. Steinberg
