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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
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New West Eyeworks, Inc.
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(Name of Subject Company)
NW Acquisition Corp.
National Vision Associates, Ltd. (Bidders)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
649156 10 6
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(Cusip Number of Class of Securities)
___________________
James W. Krause, Chairman and Chief Executive Officer
National Vision Associates, Ltd.
296 Grayson Highway
Lawrenceville, Georgia 30045
(770) 822-3600
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Bidders)
COPIES TO:
Mitchell Goodman, Esq.
National Vision Associates, Ltd.
296 Grayson Highway
Lawrenceville, Georgia 30045
(770) 822-3600
David A. Stockton, Esq.
Kilpatrick Stockton LLP
1100 Peachtree Street, Suite 2800
Atlanta, Georgia (404) 815-6500
CALCULATION OF FILING FEE
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Amount of
Transaction Valuation* Filing Fee*
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$71,615,245 $14,323.05
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* Estimated for purposes of calculating amount of filing fee only as
described in the original filing; amount previously paid.
[x] Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
Amount Previously Paid: $14,323.05 Filing Party: NW Acquisition Corp.
Form or Registration No.: Schedule 14D-1 and National Vision
Associates, Ltd.
Date Filed: July 20, 1998
<PAGE>
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National Vision Associates, Ltd. and its wholly-owned subsidiary,
NW Acquisition Corp., hereby amend and supplement their Tender Offer
Statement on Schedule 14D-1, originally filed on July 20, 1998, as
amended by Amendment No. 1 to Schedule 14D-1, filed on August 18,
1998, with respect to an offer to purchase all outstanding shares of
common stock, par value $0.01 per share, of New West Eyeworks, Inc.
Capitalized terms not defined in this Amendment No. 2 have the
meanings assigned to them in the Tender Offer Statement.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby supplemented as follows:
The Purchaser further extended the Expiration Date of the Offer
until Midnight, Eastern Time, on Friday, October 9, 1998. A press
release issued by Parent after the close of trading on September 29,
1998 relating to the extension of the Offer is filed as Exhibit (a)(12)
to the Schedule 14D-1 and is incorporated herein by reference.
The Purchaser disseminated a statement regarding the above-
referenced extension of the Expiration Date of the Offer (the "Second
Extension of Expiration Date") to the stockholders of the Company on
September 30, 1998. The Purchaser files such Second Extension of
Expiration Date as Exhibit (a)(11) to the Schedule 14D-1 and
incorporates herein such Extension of Expiration Date by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Second Extension of Expiration Date.
(a)(12) Text of Press Release of National Vision Associates, Ltd.
with respect to extension of expiration date.
<PAGE>
SIGNATURE
After due 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.
Dated: September 30, 1998
NW ACQUISITION CORP.
By: /s/ MITCHELL GOODMAN
Name: Mitchell Goodman
Title: Vice President, General Counsel and
Secretary
NATIONAL VISION ASSOCIATES, LTD.
By: /s/ MITCHELL GOODMAN
Name: Mitchell Goodman
Title: Senior Vice President, General
Counsel and Secretary
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
(a)(11) Second Extension of Expiration Date
(a)(12) Text of Press Release of National Vision Associates,
Ltd. with respect to extension of expiration date
SECOND EXTENSION OF EXPIRATION DATE
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
NEW WEST EYEWORKS, INC.
at
$13.00 NET PER SHARE
by
NW ACQUISITION CORP.
a Wholly-Owned Subsidiary
of
NATIONAL VISION ASSOCIATES, LTD.
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| THE OFFER WILL NOW EXPIRE AT 12:00 MIDNIGHT ON FRIDAY, OCTOBER |
| 9, 1998, UNLESS EXTENDED (THE "EXPIRATION DATE"). SHARES |
| TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME |
| PRIOR TO THE EXPIRATION DATE. |
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THE OFFER CONTINUES TO BE CONDITIONED UPON, AMONG OTHER
THINGS, THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO
THE EXPIRATION OF THE OFFER THAT NUMBER OF SHARES THAT WOULD
REPRESENT AT LEAST 51% OF THE OUTSTANDING SHARES OF COMMON STOCK
OF NEW WEST EYEWORKS, INC. AS DETERMINED IMMEDIATELY PRIOR TO THE
CONSUMMATION OF THE OFFER.
_______________________
IMPORTANT
_______________________
To the Holders of Common Stock of New West Eyeworks, Inc.:
NW Acquisition Corp., a Delaware corporation (the
"Purchaser") and a wholly-owned subsidiary of National Vision
Associates, Ltd., a Georgia corporation ("Parent"), hereby
notifies you that the offer referenced above (the "Offer") has
been further extended to Midnight, Eastern Time, October 9, 1998.
Capitalized terms not defined in this Second Extension of
Expiration Date have the meanings assigned to them in the Offer
to Purchase, dated July 20, 1998, relating to the above-
referenced Offer.
As indicated in the materials previously distributed in
connection with the Offer, Parent must obtain financing in order
to provide the funds necessary to consummate the Offer. Parent
continues to pursue such financing.
<PAGE>
To date, approximately 4,700,400 Shares have been validly
tendered and not withdrawn pursuant to the Offer. In addition,
the holders of Convertible Preferred Stock and Company Warrants
have entered into Letter Agreements in which they have agreed to
convert or exercise such securities and tender the Shares
received thereupon in the Offer. The number of Shares issuable
and subject to such Letter Agreements is 806,563. The total
number of such tendered or committed Shares is approximately
5,507,000, which represents approximately 96.7% of the outstanding
Shares, assuming conversion of all Convertible Preferred Stock
and exercise of all outstanding Company Warrants, and which
number of Shares would satisfy the Minimum Tender Condition.
Questions and requests for assistance or for additional
copies of this Second Extension of Expiration Date, the Offer to
Purchase, the Letter of Transmittal and the Notice of Guaranteed
Delivery may be directed to the Information Agent at its
respective telephone numbers and locations listed below. You may<PAGE>
also contact your broker, dealer, bank, trust company or other
nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
GEORGESON
& COMPANY INC.
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Wall Street Plaza, 30th Floor
88 Pine Street
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
ALL OTHERS CALL TOLL FREE: 1-800-223-2064
The Dealer Manager for the Offer is:
SCHRODER & CO., INC.
Equitable Center
787 Seventh Avenue
New York, New York 10019
(212) 492-6000
[NATIONAL VISION ASSOCIATES, LTD. LETTERHEAD]
CONTACTS:
Angus C. Morrison
Senior Vice President, CFO & Treasurer
(770) 822-4285
Janice J. Kuntz
Fleishman-Hillard, Inc.
404-659-4446
FOR IMMEDIATE RELEASE:
September 29, 1998
NATIONAL VISION ASSOCIATES, LTD. ANNOUNCES
FURTHER EXTENSION OF OFFER TO PURCHASE ALL COMMON STOCK
OF NEW WEST EYEWORKS, INC.
Lawrenceville, Georgia September 29, 1998 -- National
Vision Associates, Ltd. (NASDAQ: NVAL) announced today that
it is extending the expiration date of its tender offer for
all the outstanding common stock of New West Eyeworks, Inc.
(NASDAQ: NEWI) at $13 net cash per share of common stock from
September 29, 1998 to Midnight, Eastern Time, on Friday,
October 9, 1998. The tender offer is being made through NW
Acquisition Corp., a wholly-owned subsidiary of National
Vision created specifically to make the offer.
As indicated on previous statements by National Vision related
to the offer, the Company must obtain financing in order to
provide the funds necessary to consummate the offer. Parent
continues to pursue such financing.
The closing of the tender offer remains subject to customary
conditions as well as obtaining the requisite financing.
As of 5:00 p.m., September 28, 1998, approximately 4,700,400
shares of New West's common stock have been validly tendered
and not withdrawn pursuant to the offer. In addition, the holders
of convertible preferred stock and warrants of New West have entered
into letter agreements in which they have agreed to convert or
exercise such securities and tender the underlying shares of common
stock in the offer. The number of underlying shares of common stock
subject to such letter agreements is 806,563. The total number of
such tendered or committed shares is approximately 5,507,000, which
represents approximately 96.7% of the common stock of New West,
assuming conversion of all convertible preferred stock and exercise
of all warrants. Such total would be sufficient to satisfy the 51%
minimum tender condition established for the consummation of the
offer. However, holders of tendered shares will continue to
have withdrawal rights during the extended period of the offer.
New West Eyeworks, Inc., headquartered in Tempe, Arizona,
operates 177 full-service retail optical locations throughout
13 states, including 52 vision centers located in Fred Meyer
stores. New West, which has reported positive comparable
store sales for the past 26 consecutive quarters, operates
under the Vista Optical brand (11 states) and the Lee Optical
brand (2 states). New West offers everyday low prices for
quality eyewear, contact lenses and the services of<PAGE>
independent doctors of optometry. In addition, the company
has an established managed care business, Vista Eyecare
Network. In 1997, New West reported net sales of $49.2
million and net income of $1.5 million, or $0.31 per share.
At June 27, 1998, New West had total assets of $18.9 million.
Currently, National Vision Associates operates approximately
716 domestic retail optical units, including the 290 Frame-n-
Lens, Inc. optical centers acquired by National Vision in
July. The addition of the 177 New West optical centers will
bring National Vision's total domestic operations to 893
locations, of which 334 are free-standing, 371 are in Wal-Mart
stores, and 188 are in other host concepts. This will further
strengthen National Vision's ranking as the second largest
retail optical company in terms of domestic locations and
third in terms of domestic (pro forma) sales. National
Vision's retail operations offer a full line of optical goods,
including spectacles, contact lenses, prescription and non-
prescription sunglasses and a full line of optical
accessories. In addition, independent doctors of optometry
are available adjacent to store locations.
This press release contains forward-looking statements that
are made pursuant to the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. Actual
results may differ substantially from such forward-looking
statements. Forward-looking statements involve risks and
uncertainties, including but not limited to, the uncertainty
as to whether the transactions discussed in the press release
will be completed. Other risks and uncertainties are detailed
from time to time in both National Vision's and New West's
periodic reports filed with the Securities and Exchange
Commission, including both companies' Annual Reports for 1997
on Form 10-K and first and second quarter 1998 reports on Form
10-Q.
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