Schedule 13D
SEC 1746 (2-98)Potential persons who are to respond to the collection of
information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
OMB APPROVAL
OMB Number: 3235-0145
Expires: November 30, 1999
Estimated average burden
hours per response. . . 14.9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __3______)*
VISIONAMERICA INCORPORATED
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
681931101000
(CUSIP Number)
Harmeet S. Chawla
5584 riverside Dr.
Dublin,Ohio 43017
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 7, 2000
(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 that is the subject
of this Schedule 13D, and is filing
this schedule because of
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper
format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 68193110100..................................
1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Harmeet Singh Chawla
Harmeet Chawla Second Family Limited Partnership
...............................
....................................
..........................................
......................................
2.Check the Appropriate Box if a Member of a Group (See Instructions)
(a)..............................
......................................
......................................................................
(b)...........................
....................................
..............................
.............................................
3.SEC Use Only
...............................
....................................
........................................................
4.Source of Funds (See Instructions) PF
.....................................
......................................................
5.Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) .................
6.Citizenship or Place of Organization United States
.......................................
..................................................
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.Sole Voting Power 535,506 .........
........................................
.........................................................
8.Shared Voting Power 0
.............................
.........................................................................
9.Sole Dispositive 535,506
Power.........................
...........................................................................
10.Shared Dispositive Power 0
...............................
................................................................
11.Aggregate Amount Beneficially
Owned by Each Reporting Person 535,506 ..
...........................................
12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...........
13.Percent of Class Represented by Amount in Row (11) 5.3%
..............................................................
14.Type of Reporting Person (See Instructions)
..................................
....................................
.................................
........................................................
Harmeet Singh Chawla IN
Harmeet Chawla Second Family Limited Partnership PN
...................................
....................................
........................................
................................................
..................................
......................................
.....................................
..................................................
.....................................
......................................
...............................
.....................................................
..................................
..........................................
..........................................
.........................................
Instructions for Cover Page
(1)Names and I.R.S. Identification Numbers of Reporting Persons Furnish
the full legal name of each person for whom the report is filed - i.e.,
each person required to sign the schedule itself - including each member
of a group. Do not include the name of a person required to be identified
in the report but who is not a reporting person. Reporting persons that
are entities are also requested to furnish their I.R.S. identification
numbers, although disclosure of such numbers is voluntary, not mandatory
(see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2)If any of the shares beneficially owned by a reporting person are held
as a member of a group and the membership is expressly affirmed, please
check row 2(a). If the reporting
person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to
check row 2(b)].
(3)The 3rd row is for SEC internal use; please leave blank.
(4)Classify the source of funds or other consideration used or to be used
in making purchases as required to be disclosed pursuant to Item 3 of
Schedule 13D and insert the appropriate symbol (or symbols if more than
one is necessary) in row (4):
Category of Source Symbol
Subject Company (Company whose securities are being acquired)SC
BankBK
Affiliate (of reporting person)AF
Working Capital (of reporting person)WC
Personal Funds (of reporting person)PF
OtherOO
(5)If disclosure of legal proceedings or actions is required pursuant to
either Items 2(d) or 2(e) of Schedule 13D, row 5 should be checked.
(6)Citizenship or Place of Organization
- Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization. (See Item 2 of Schedule 13D.)
(7)-(11), (13)Aggregate Amount Beneficially Owned by Each Reporting
Person, etc. Rows (7) through (11) inclusive, and (13) are to be
completed in accordance with
the provisions of Item 5 of Schedule 13D. All
percentages are to be rounded off to nearest tenth (one place after
decimal point).
(12)Check if the aggregate amount reported as beneficially owned in row
(11) does not include shares which the reporting person discloses in the
report but as to which beneficial
ownership is disclaimed pursuant to Rule
13d4 [17 CFR 240.13d-4] under the Securities Exchange Act of 1934.
(14)Type of Reporting Person Please classify each "reporting person"
according to the following breakdown and place the appropriate symbol (or
symbols, i.e., if more than one is applicable, insert all applicable
symbols) on the form:
CategorySymbol
Broker-DealerBD
BankBK
Insurance CompanyIC
Investment CompanyIV
Investment AdviserIA
Employee Benefit Plan, Pension Fund, or Endowment FundEP
Parent Holding CompanyHC
CorporationCO
PartnershipPN
IndividualIN
OtherOO
Notes:Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may
only be used where the cover page
item or items provide all the disclosure
required by the schedule item. Moreover, such a use of a cover page item
will result in the item becoming a part of the schedule and accordingly
being considered as "filed" for purposes of Section 18 of the Securities
Exchange Act or otherwise subject to the liabilities of that section of
the Act.
Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms
prescribed in the Commission's regulations and meet existing Securities
Exchange Act rules as to such matters as clarity and size (Securities
Exchange Act Rule 12b12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Under Sections 13(d) and 23 of
the Securities Exchange Act of 1934 and the rules
and regulations thereunder, the Commission is authorized to solicit the
information required to be supplied
by this schedule by certain security holders
of certain issuers.
Disclosure of the information specified in this schedule is mandatory, except
for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can utilize it
for a variety of purposes, including referral to other governmental authorities
or securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving
the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. I.R.S. identification numbers, if
furnished, will assist the Commission in identifying security holders and,
therefore, in promptly processing statements of beneficial ownership of
securities.
Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the Federal securities laws and rules
promulgated thereunder.
General Instructions
A.The item numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
B.Information contained in exhibits to the statements may be incorporated
by reference in answer or partial answer to any item or sub-item of the
statement unless it would render such answer misleading, incomplete,
unclear or confusing. Material incorporated by reference shall be clearly
identified in the reference by page, paragraph, caption or otherwise. An
express statement that the specified matter is incorporated by reference
shall be made at the particular place in the statement where the
information is required. A copy of any information or a copy of the
pertinent pages of a document containing such information which is
incorporated by reference shall be submitted with this statement as an
exhibit and shall be deemed to be filed with the Commission for all
purposes of the Act.
C.If the statement is filed by a general or limited partnership,
syndicate, or other group, the information called for by Items 2-6,
inclusive, shall be given with
respect to (i) each partner of such general
partnership; (ii) each partner who is denominated as a general partner or
who functions as a general partner
of such limited partnership; (iii) each
member of such syndicate or group; and (iv) each person controlling such
partner or member. If the statement is filed by a corporation or if a
person referred to in (i), (ii), (iii) or (iv) of this Instruction is a
corporation, the information called
for by the above mentioned items shall
be given with respect to (a) each executive officer and director of such
corporation; (b) each person controlling such corporation; and (c) each
executive officer and director of any corporation or other person
ultimately in control of such corporation.
Item 1.Security and Issuer
State the title of the class of equity securities to which this statement
relates and the name and address
of the principal executive offices of the
issuer of such securities.
This statement on Schedule 13D relates to the common stock, par value
$.06 per share (the "Common Stock")
of Vision America Incorporated, a Delaware corporation
(the Company"), whose
principal and executive office is located at 5350 Poplar Avenue,
Suite900, Memphis, TN 38119
Item 2.Identity and Background
If the person filing this statement or any person enumerated in
Instruction C of this statement is a corporation, general partnership,
limited partnership, syndicate or other group of persons, state its name,
the state or other place of its organization, its principal business, the
address of its principal office and the information required by (d) and
(e) of this Item. If the person filing this statement or any person
enumerated in Instruction C is a natural person, provide the information
specified in (a) through (f) of this Item with respect to such person(s).
(a)Name;
(b)Residence or business address;
(c)Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted;
(d)Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of conviction,
name and location of court, and penalty imposed, or other disposition of
the case;
(e)Whether or not, during the last five years, such person was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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; and,
if so, identify and describe such proceedings and summarize the terms of
such judgment, decree or final order; and
(f)Citizenship.
This Statement on Schedule 13D is being filed by Harmeet Singh Chawla
("Chawla") whose address is 5584
Riverside Drive, Dublin, OH 43017. Chawla
is a physician and is a citizen of the United States. In the last five
(5) years Chawla has not been
convicted in a criminal proceeding (excluding
traffic violations or similar
misdemeanors) or been a party to a civil proceeding
of a judicial or administrative
body of competent jurisdiction and as a result
of such proceeding was or is dubject to a judgment, decree or final order
enjoining futue violations of,
or prohibiting or mandating activities subject
to, federal or state securities
laws or finding any violation with respect to
such lawas.
This Statement on Schedule 13D
is being filed by the Harmeet Chawla Second Fmaily
Limited Partnership, an Ohio
limited partnership ("Partnership"), whose address is
5584 Riverside Dr., Dublin,
OH 43017. In the last five (5) years, the Partnership
has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such
proceeding 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 withe respect to such laws.
Item 3.Source and Amount of Funds or Other Consideration
State the source and the amount
of funds or other consideration used or to
be used in making the purchases, and if any part of the purchase price is
or will be represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or
voting the securities, a description of the transaction and the names of
the parties thereto. Where material, such information should also be
provided with respect to prior acquisitions not previously reported
pursuant to this regulation.
If the source of all or any part of the funds
is a loan made in the ordinary
course of business by a bank, as defined in
Section 3(a)(6) of the Act, the name of the bank shall not be made
available to the public if the person at the time of filing the statement
so requests in writing and files such request, naming such bank, with the
Secretary of the Commission. If the
securities were acquired other than by
purchase, describe the method of acquisition.
Chawla received 463,206 shares in connection with the acquisition of his
practice by the Company on December 16,
1997, of which the Reporting Persons
still hold 363,206 shares.
Chawla subsequently transferred these shares to the
Partnership.
Personal funds of the Partnership were
used to acquire the additional Common
Stock for an aggregate puchase price
of 752,250. This gave him 598,506 shares which
was reported on 13D/A of December 29,
1999.On Jan. 3 2000, he bought 1100 shares for $2899.50.
He subsequently sold 112800 shares for $495410.13 to give him
486806 shares at the time of the filing on January 18.He then
sold 1000 share for $4,031.25 on January 21, 2000 and 2500 shares
for $10,312.50 on January 24, 2000.He subsequently bought 52,200
shares for $126,175.01 that is reported in this filing.
Item 4.Purpose of Transaction
State the purpose or purposes of the acquisition of securities of the
issuer. Describe any plans or proposals which the reporting persons may
have which relate to or would result in:
(a)The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
(b)An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c)A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
(d)Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e)Any material change in the
present capitalization or dividend policy of
the issuer;
(f)Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any changes
in its investment policy for which
a vote is required by section 13 of the
Investment Company Act of 1940;
(g)Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the issuer by any person;
(h)Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i)A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j)Any action similar to any of those enumerated above.
The Reporting Persons have acquired
the Common Stock of the Company for investment purposes
only.
Item 5.Interest in Securities of the Issuer
(a)State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available filing
with the Commission by the issuer unless the filing person has reason to
believe such information is not current) beneficially owned (identifying
those shares which there is a right to acquire) by each person named in
Item 2. The above mentioned information should also be furnished with
respect to persons who, together with any of the persons named in Item 2,
comprise a group within the meaning of Section 13(d)(3) of the Act;
(b)For each person named in response
to paragraph (a), indicate the number
of shares as to which there is sole power to vote or to direct the vote,
shared power to vote or to direct the vote, sole power to dispose or to
direct the disposition, or shared power to dispose or to direct the
disposition. Provide the applicable information required by Item 2 with
respect to each person with whom the power to vote or to direct the vote
or to dispose or direct the disposition is shared;
(c)Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent filing
of Schedule 13D (240.13d-191),
whichever is less, by the persons named in
response to paragraph (a).
Instruction. The description of a transaction required by Item 5(c) shall
include, but not necessarily be
limited to: (1) the identity of the person
covered by Item 5(c) who effected the transaction; (2) the date of the
transaction; (3) the amount of securities involved; (4) the price per
share or unit; and (5) where and how the transaction was effected.
(d)If any other person is known to have the right to receive or the power
to direct the receipt of
dividends from, or the proceeds from the sale of,
such securities, a statement
to that effect should be included in response
to this item and, if such interest relates to more than five percent of
the class, such person should
be identified. A listing of the shareholders
of an investment company registered under the Investment Company Act of
1940 or the beneficiaries of an employee benefit plan, pension fund or
endowment fund is not required.
(e)If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class of
securities.
Instruction. For computations regarding
securities which represent a right
to acquire an underlying security, see Rule 13d-3(d)(1) and the note
thereto.
In the affregate, the Reporting
Persons' beneficial ownership of Common Stock of
the Company at the date of this
Schedule 13D filing is 485,706 shares, or 5.3%
of the number of shcres outstanding, bsed on the most recently availabe
information. The Partnership has sole voting power and dispositon power.
Chawla is the managing partner
of the Partnership and owns 99% of the Partnership.
As managing partner and majority
owner of the Partnership, Chawla has voting
and dispositive power over the
shares on behalf of the Partnership. Since the filing
of the Schedule 13D/A on
January 18, 2000, the following transactions in the class of
securities were effected:
1/21/00 1000 shares sold at $4.03 on the open market
1/24/00 2500 shares sold at $4.125 on the open market
3/3/00 3000 shares bought at $3.53 on the open market
3/8/00 5000 shares bought at $3.5 on the open market
3/10/00 10,000 shares bought at $3.44 on the open market
3/21/00 1900 shares bought at $3.18 on the open market
3/23/00 5000 shares bought at $3.125 on the open market
4/4/00 5300 shares bought at $1.5 on the open market
4/5/00 22000 shares bought at $1.55 on the open market
Item 6.Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures,
loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, naming the persons with whom such contracts,
arrangements, understandings or relationships have been entered into.
Include such information for any of the securities that are pledged or
otherwise subject to a contingency the occurrence of which would give
another person voting power or investment power over such securities
except that disclosure of standard default and similar provisions
contained in loan agreements need not be included.
Chawla is the managing partner and
the sole general partner of the Partnership,
and, as such, has the power to
vote or direct the vote of the shares on behalf
of the Partnership. In addition, Chawla owns 99% of the Partnerhsip.
Item 7.Material to Be Filed as Exhibits
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by
240.13d-1(k) and copies of all written agreements, contracts,
arrangements, understandings, plans or proposals relating to: (1) the
borrowing of funds to finance the acquisition as disclosed in Item 3; (2)
the acquisition of issuer control,
liquidation, sale of assets, merger, or
change in business or corporate
structure or any other matter as disclosed
in Item 4; and (3) the transfer or voting of the securities, finder's
fees, joint ventures, options, puts, calls, guarantees of loans,
guarantees against loss or of profit, or the giving or withholding of any
proxy as disclosed in Item 6.
None
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.
April 7, 2000
Date
/s/ Harmeet S. Chawla
Signature
Managing Partner
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
http://www.sec.gov/smbus/forms/13d.htm
Last update: 09/14/1999
Return to Small Business Information page
Return to the SEC Home page
