<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
C-Phone Corporation
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(Name of Issuer)
Common Stock, Par Value $0.01
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(Title of Class of Securities)
87612N106
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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
August 30, 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. 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 243,000 shares of Common Stock
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
243,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
243,000 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)
5.59%
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. 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 198,000 shares of Common Stock
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
198,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
198,000 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)
4.55%
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. 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 45,000 shares of Common Stock
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
45,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
45,000 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)
1.04%
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.
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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 243,000 shares of Common Stock
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
243,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
243,000 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)
5.59%
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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Item 1. Security and Issuer.
Item 1 is hereby amended and restated in its entirety to
read as follows:
This Amendment No. 4, dated September 10, 1996, to the
Schedule 13D, dated March 20, 1996, as amended by Amendment No. 1, dated April
23, 1996, Amendment No. 2, dated April 29, 1996, and Amendment No. 3, dated
August 9, 1996, relates to the Common Stock, par value $0.01 per share (the
"Common Stock") of C-Phone Corporation, a New York corporation (the
"Company"), and is being filed pursuant to Rule 13d-2 under the Securities
Exchange Act of 1934, as amended. Effective August 22, 1996, Target
Technologies, Inc. changed its name to C-Phone Corporation. The address of the
principal executive offices of the Company is 6714 Netherlands Drive,
Wilmington, North Carolina 28405.
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 198,000 shares of Common Stock acquired by the
Partnership (the "Partnership Purchases") were acquired in over-the-counter
transactions for an aggregate purchase price of $1,369,612.90. The 45,000
shares of Common Stock purchased by WisdomTree Offshore (the "Offshore
Purchases") were acquired in over-the-counter transactions for an aggregate
purchase price of $186,625.38.
The source of funds for the Partnership Purchases was
investment capital contributed by the Partnership. The source of
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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 September 9, 1996, the Partnership beneficially
owned a total of 198,000 shares of the Common Stock of the Company, the
General Partner beneficially owned a total of 243,000 shares of the Common
Stock of the Company, WisdomTree Offshore beneficially owned a total of 45,000
shares of the Common Stock of the Company and Mr. Steinberg beneficially owned
a total of 243,000 shares of the Common Stock of the Company, constituting
4.55%, 5.59%, 1.04% and 5.59%, 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 September 9, 1996, the
Reporting Entities beneficially owned a total of 243,000 shares of the Common
Stock of the Company, constituting 5.59% 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.
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(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 198,000 shares of Common Stock. WisdomTree
Offshore, the General Partner, Mr. Steinberg and Mr. Anmuth share voting and
dispositive power with respect to 45,000 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.
(c) Information concerning transactions in the Common Stock
effected by the Reporting Entities since the filing of Amendment No. 3 to the
Schedule 13D on August 9, 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. 3 to the Schedule
13D on August 9, 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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WisdomTree Offshore, Ltd. Position
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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.
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SCHEDULE B
The Partnership
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1. On August 8, 1996, the Partnership purchased 1,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$3.77 per share.
2. On August 26, 1996, the Partnership sold 5,000 shares of Common Stock
of the Company in over-the-counter transactions at a price of $2.70
per share.
3. On August 28, 1996, the Partnership sold 500 shares of Common Stock
of the Company in over-the-counter transactions at a price of $2.45
per share.
4. On August 29, 1996, the Partnership sold 15,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$2.45 per share.
5. On August 30, 1996, the Partnership sold 25,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$2.45 per share.
6. On September 4, 1996, the Partnership purchased 1,000 shares of
Common Stock of the Company in over-the-counter transactions at a
price of $3.18 per share.
7. On September 6, 1996, the Partnership sold 20,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$6.05 per share.
WisdomTree Offshore
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1. On August 27, 1996, WisdomTree Offshore sold 5,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$2.70 per share.
2. On September 6, 1996, WisdomTree Offshore sold 15,000 shares of
Common Stock of the Company in over-the-counter transactions at a
price of $6.05 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: September 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: September 10, 1996 WISDOMTREE CAPITAL
MANAGEMENT, INC.
By:/s/ Scot A. Rosenblum
Name: Scot A. Rosenblum
Title: Vice President
Dated: September 10, 1996 WISDOMTREE OFFSHORE, LTD.
By:/s/ Scot A. Rosenblum
Name: Scot A. Rosenblum
Title: Director
Dated: September 10, 1996 By:/s/ Jonathan L. Steinberg
Jonathan L. Steinberg
