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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
T*HQ, Inc.
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(Name of Issuer)
Common Stock, Par Value $.0001
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(Title of Class of Securities)
872443403
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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
July 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. 872443403
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 551,100 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
551,100 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
551,100 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)
12.44%
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. 872443403
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 501,100 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
501,100 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
501,100 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)
11.31%
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. 872443403
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 50,000 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
50,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
50,000 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)
1.13%
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. 872443403
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 551,100 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
551,100 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
551,100 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)
12.44%
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.
This Amendment No. 3, dated August 6, 1996, to the Schedule
13D dated November 10, 1995, as amended by Amendment No. 1, dated December 15,
1995, and Amendment No. 2, dated January 8, 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
$.0001 per share (the "Common Stock") of T*HQ, Inc. (the "Company") and is
being filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934.
The address of the principal executive offices of the Company is 5016 North
Parkway Calabasas, Suite 100, Calabasas, CA 91302.
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
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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 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
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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 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 501,100 shares of Common Stock acquired by the
Partnership (the "Partnership Shares") were acquired in over-the-counter
transactions for an aggregate purchase price of $2,187,372.54. The 50,000
shares of Common Stock purchased by WisdomTree Offshore (the "Offshore
Shares", and together with the Partnership Shares, the "Acquired Shares") were
acquired in over-the-counter transactions for an aggregate purchase price of
$200,364.98.
The source of funds for the Partnership Shares was
investment capital contributed by the Partnership. The source of funds for the
Offshore Shares was investment capital contributed by WisdomTree Offshore.
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Item 4. Purpose of Transaction.
Item 4 is hereby restated in its entirety to read as
follows:
The Reporting Entities have acquired the Acquired Shares for
the purpose of investment. The Reporting Entities may maintain their
investment at current levels or sell all or a part of their investment. In any
such case, the decision by the Reporting Entities would depend upon a
continuing evaluation of the Company's business, prospects and financial
condition, the market for the shares of Common Stock, other investment
opportunities available to the Reporting Entities, general economic
conditions, stock market conditions, availability of funds and other factors
and future developments that the Reporting Entities may deem relevant from
time to time. Any acquisition or disposition of shares of Common Stock by the
Reporting Entities may be effected through open market or privately negotiated
transactions, or otherwise.
Except to the extent set forth above, or in any other Item
hereof, the Reporting Entities and, to the best of their knowledge, the
persons listed in Schedule A hereto, do not have any present plans or
proposals that relate to or would result in any of the actions required to be
described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety to
read as follows:
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(a) As of August 2, 1996, the Partnership beneficially
owned a total of 501,100 shares of the Common Stock of the Company, the
General Partner beneficially owned a total of 551,100 shares of the Common
Stock of the Company, WisdomTree Offshore beneficially owned a total of 50,000
shares of the Common Stock of the Company and Mr. Steinberg beneficially owned
a total of 551,100 shares of the Common Stock of the Company, constituting
11.31%, 12.44%, 1.13% and 12.44%, respectively, of the shares of Common Stock
then outstanding, based on 4,431,104 shares of the Common Stock reported to be
outstanding on May 7, 1996 as disclosed in the Company's quarterly report on
Form 10-Q for the quarter ended March 31, 1996. As of August 2, 1996, the
Reporting Entities beneficially owned a total of 551,100 shares of the Common
Stock of the Company, constituting 12.44% 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 501,100 shares of Common Stock. WisdomTree
Offshore, the General Partner, Mr. Steinberg and Mr. Anmuth share voting and
dispositive power with respect to 50,000 shares of Common Stock. To the best
of the knowledge of the Reporting Entities,
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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 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.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is hereby restated in its entirety to read as
follows:
Neither the Reporting Entities nor, to the best of the
Reporting Entities' knowledge, any of the individuals listed on Schedule A
hereto, has any contracts, arrangements, understandings, or relationships
(legal or otherwise) with any person with respect to any securities of the
Company, 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 losses, or the giving
or withholding of proxies, with the exception of Margin Agreements by and
between Paine Webber and each of the Partnership and WisdomTree Offshore.
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Item 7. Material to be Filed as Exhibits.
1. Margin Agreement by and between Paine Webber Incorporated
and the Partnership (incorporated herein by reference to the Exhibit to the
Schedule 13D with respect to the Common Stock, $0.01 par value, of Target
Technologies, Inc. filed on behalf of the Reporting Entities, dated March 20,
1996).
2. Margin Agreement by and between Paine Webber Incorporated
and WisdomTree Offshore (incorporated herein by reference to the Exhibit to
the Schedule 13D with respect to the Common Stock, $0.01 par value, of Target
Technologies, Inc. filed on behalf of the Reporting Entities, dated March 20,
1996).
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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 June 28, 1996, the Partnership purchased 5,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$5.32 per share.
2. On July 26, 1996, the Partnership purchased 17,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$4.55 per share.
3. On July 26, 1996, the Partnership purchased 13,100 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$4.54 per share.
4. On July 29, 1996, the Partnership purchased 6,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$4.47 per share.
5. On July 30, 1996, the Partnership purchased 22,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$4.77 per share.
6. On July 30, 1996, the Partnership purchased 3,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$4.41 per share.
7. On July 31, 1996, the Partnership purchased 5,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$5.18 per share.
8. On July 31, 1996, the Partnership purchased 5,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$5.05 per share.
9. On July 31, 1996, the Partnership purchased 6,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$5.05 per share.
10. On July 31, 1996, the Partnership purchased 1,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$4.74 per share.
11. On July 31, 1996, the Partnership purchased 2,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$4.80 per share.
12. On July 31, 1996, the Partnership purchased 6,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$4.93 per share.
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13. On July 31, 1996, the Partnership purchased 10,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$5.93 per share.
14. On July 31, 1996, the Partnership purchased 2,500 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$5.43 per share.
15. On July 31, 1996, the Partnership purchased 5,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$5.55 per share.
16. On July 31, 1996, the Partnership purchased 5,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$5.68 per share.
17. On July 31, 1996, the Partnership purchased 2,500 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$5.80 per share.
18. On July 31, 1996, the Partnership purchased 10,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$5.80 per share.
WisdomTree Offshore
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1. On July 10, 1996, WisdomTree Offshore purchased 5,000 shares of Common
Stock of the Company in over-the-counter transactions at a price of
$4.82 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: August 8, 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 8, 1996 WISDOMTREE CAPITAL
MANAGEMENT, INC.
By:/s/ Scot A. Rosenblum
Name: Scot A. Rosenblum
Title: Vice President
Dated: August 8, 1996 WISDOMTREE OFFSHORE, LTD.
By:/s/ Scot A. Rosenblum
Name: Scot A. Rosenblum
Title: Director
Dated: August 8, 1996 By:/s/ Jonathan L. Steinberg
Jonathan L. Steinberg
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SCHEDULE OF EDGAR TEXT DIFFERENCES
Difference Page
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In the issuer name T*HQ, Inc., 1, 6
the graphic dot between "T" and "H"
has been replaced by a asterisk
