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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. 1 )*
NATIONAL VISION ASSOCIATES
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(Name of Issuer)
Common Stock, no 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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 5, 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 1,406,170 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares of Common Stock
PERSON WITH
10 SHARED DISPOSITIVE POWER
1,406,170 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,406,170 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)
6.8%
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.
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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 1,189,170 shares of Common Stock
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
1,189,170 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,189,170 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)
5.8 %
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.
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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*
WO
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 217,000 shares of Common Stock
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
217,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
217,000 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)
1.1%
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.
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