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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
NATIONAL VISION ASSOCIATES, LTD.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
638459107
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(CUSIP Number of Class of Securities)
Michael J. Kaplan, Esq.
WisdomTree Capital Management, Inc.
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)
April 21, 1997
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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: [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the commission. See Rule 13d-1(a) 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).
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SCHEDULE 13D
CUSIP No. 638459107
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
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,452,570 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares of Common Stock
PERSON WITH
10 SHARED DISPOSITIVE POWER
1,452,570 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,452,570 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)
7.0%
14 TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 8 pages
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SCHEDULE 13D
CUSIP No. 638459107
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
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,283,745 shares of Common Stock
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
1,283,745 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,283,745 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)
6.2 %
14 TYPE OF REPORTING PERSON *
PN
* SEE INSTRUCTIONS BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 8 pages
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SCHEDULE 13D
CUSIP No. 638459107
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WisdomTree Offshore LTD. I.D.
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
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 168,825 shares of Common Stock
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
168,825 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
168,825 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)
0.8%
14 TYPE OF REPORTING PERSON *
OO
* SEE INSTRUCTIONS BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 4 of 8 pages
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Item 1. Security and Issuer.
This Statement on Schedule 13D, dated April 25, 1997,
relates to the common stock, par value of $.01 per share (the "Common Stock") of
National Vision Associates, Ltd.., a corporation organized under the laws of the
State of Georgia (the "Company"), and is being filed pursuant to Rule 13d-1
under the Securities Exchange Act of 1934, as amended. This filing is Amendment
#3, relating to the original filing on Schedule 13D, filed December 24, 1996
and Amendment #1, dated January 31, 1997, and Amendment #2 dated February 21,
1997 made by WisdomTree Associates, L.P. ("WTAssociates"), WisdomTree
Offshore, Ltd. ("WTOffshore"), and WisdomTree Capital Management, Inc.
("WTInc"), shall be deemed to restate the filing in its entirety. The address
of the principal executive office of the Company is 296 Graystone Highway,
Lawrenceville, Georgia 30245. As reported in its Form 10-K for the fiscal year
ended December 31, 1996, as of February 3, 1997, the Company had 20,651,359
shares of Common Stock outstanding.
Item 3. Source and Amount of Funds or Other Consideration.
As of the close of business on April 24, 1997, WTAssociates
owned 1,283,745 shares of Common Stock acquired in brokered transactions for an
aggregate purchase price, including commissions and net of sales to date, if
any, of shares of Common Stock, of $5,682,405.76. The source of funds for
acquisition of such Common Stock was available investment capital of
WTAssociates and, from time to time, borrowings in margin accounts regularly
maintained at Paine Webber Incorporated.
As of the close of business on April 24, 1997, WTOffshore
owned 168,825 shares of Common stock acquired in brokered transactions for an
aggregate purchase price, including commissions and net of sales to date, if
any, of shares of Common Stock, of $742,209.95. The source of funds for
acquisition of such Common Stock was available investment capital of WTOffshore
and, from time to time, borrowings in margin accounts regularly maintained at
Paine Webber Incorporated.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on April 24, 1997, WTAssociates was the
record owner and had direct beneficial ownership of 1,283,745 shares, or
approximately 6.2% of the outstanding Common Stock.
As of the close of business on April 24, 1997, WTOffshore
was the record owner and had direct beneficial ownership of 168,825 shares, or
approximately 0.8% of the outstanding Common Stock.
As the General Partner of WTAssociates and the Investment
Manager of WTOffshore, WTInc may be deemed to have direct beneficial
ownership of the 1,452,570 shares, or approximately 7.0% of the outstanding
Common Stock owned of record by WTAssociates and WTOffshore.
Page 5 of 8 pages
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Each of the other persons and entities named in Item 2 may, by
virtue of their relationship to WTAssociates and/or WTOffshore as is described
therein, be deemed to have indirect beneficial ownership of the Common Stock
owned of record by WTAssociates and/or WTOffshore; however, each of such persons
and entities disclaims such beneficial ownership and, to the best knowledge of
the Reporting Entities and except as may be specifically otherwise set forth
herein, no such persons and/or entities has any other beneficial ownership of
Common Stock.
Messrs. Steinberg, Schmidt, and Rosenblum may, by
virtue of their status as Limited Partners of WTAssociates, and WTInc may, by
virtue of its economic interest as General Partner of WTAssociates, be deemed to
have beneficial ownership of that portion of the securities owned by
WTAssociates corresponding to their respective equity interests therein.
(b) The power to vote or direct the vote and the power to dispose or direct the
disposition of the 1,283,745 shares of Common Stock as to which WTAssociates is
the record owner may be deemed to be shared between WTInc and WTAssociates,
although WTInc, as General Partner of WTAssociates, is generally vested with
sole control of such matters..
The power to vote or direct the vote and the power to dispose
or direct the disposition of the 168,825 shares of Common Stock as to which
WTOffshore is the record owner is shared between WTInc. and WTOffshore, although
WTInc, as Investment Manager of WTOffshore, is generally vested with sole
control of such matters..
To the best knowledge of the Reporting Entities, no other
person or entity included in Item 2, by virtue of the capacity indicated therein
and separate from their direct involvement with the Reporting Entities, shares
in the power to vote or direct the vote or the power to dispose or direct the
disposition of the 1,452,570 shares of Common stock as to which WTAssociates and
WTOffshore are the aggregate record owners.
(c) Information concerning transactions in Common Stock effected by the
Reporting Entities is set forth in Schedule A hereto and is incorporated by
reference; all of such transactions were effected in open market transactions.
Except as set forth in Schedule A, no transactions in Common Stock have been
effected by any of the Reporting Entities or, to the best knowledge of the
Reporting Entities, by any of the persons or entities included in Item 2, during
the past 60 days.
(d) Not applicable.
(e) Not applicable.
Page 6 of 8 pages
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Item 7. Material to be Filed as Exhibits.
Exhibit A - Transactions in Common Stock
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: April 25, 1997 WISDOMTREE ASSOCIATES, L.P.
By: WisdomTree Capital Management, Inc.
General Partner
By: /s/: Scot Rosenblum
--------------------------------
Name: Scot Rosenblum
Title: Vice President
Dated: April 25, 1997 WISDOMTREE OFFSHORE, LTD.
By: /s/: Scot Rosenblum
--------------------------------
Name: Scot Rosenblum
Title: Director
Dated: April 25, 1997 WISDOMTREE CAPITAL MANAGEMENT, INC.
By: /s/: Scot Rosenblum
--------------------------------
Name: Scot Rosenblum
Title: Vice President
Page 7 of 8 pages
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EXHIBIT A
WisdomTree Associates, L.P.
Date Per Share $ Price # Shares Acquired (Disposed)
02/26/97 4.82 3,500
02/28/97 5.13 100,000
02/28/97 5.38 15,000
02/28/97 5.43 4,500
03/03/97 5.44 (4,400)
03/03/97 5.37 (20,000)
03/03/97 5.60 400
03/04/97 5.31 (4,125)
03/06/97 5.39 10,000
03/07/97 5.37 (40,000)
03/10/97 5.07 (70,000)
03/13/97 5.07 (4,100)
03/14/97 5.13 (7,000)
03/17/97 5.29 15,000
03/18/97 5.26 2,500
03/19/97 5.18 3,000
03/19/97 5.13 2,500
03/20/97 5.14 1,500
03/21/97 5.14 2,000
03/24/97 5.01 1,500
03/24/97 5.04 1,500
03/25/97 4.89 1,500
03/27/97 4.83 1,000
03/31/97 4.65 1,000
04/07/97 4.53 (17,000)
04/08/97 4.72 (7,500)
04/14/97 4.53 (66,500)
04/14/97 4.56 (10,000)
04/15/97 4.50 (22,000)
04/16/97 4.62 (5,000)
04/16/97 4.52 (2,000)
04/17/97 4.71 2,200
04/18/97 4.59 (14,400)
04/18/97 4.56 (10,000)
04/18/97 4.56 (10,000)
04/21/97 4.50 (20,000)
04/21/97 4.62 (2,500)
04/24/97 4.51 1,500
04/24/97 4.16 3,000
WisdomTree Offshore, Ltd.
Date Per Share $ Price # Shares Acquired(Disposed)
03/04/97 5.31 (10,875)
03/05/97 5.39 25,000
03/25/97 4.92 (15,700)
04/03/97 4.53 (12,500)
04/03/97 4.61 1,000
04/07/97 4.53 (3,000)
04/08/97 4.71 (2,500)
04/14/97 4.53 (13,500)
04/15/97 4.49 (3,000)
04/18/97 4.59 (5,600)
04/21/97 4.50 (5,000)
04/21/97 4.62 (2,500)
Page 8 of 8 pages
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