SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)[FN1]
U.S. Vision, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
00090339M1
(CUSIP Number)
December 31, 1998
Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is Filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
- --------
[FN1] 1 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 or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act.
<PAGE>
CUSIP No. 00090339M1 Page 2 of 4 Pages
1) Name of Reporting Person Stolberg Partners,
I.R.S. Identification L.P.
No. of Above Person (Entities Only)
2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Citizenship or Place Delaware
of Organization
Number of 5) Sole Voting 1,525,159 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
With:
6) Shared Voting
Power -0-
7) Sole Dispos- 1,525,159 shares
itive Power of Common Stock
8) Shared Dis-
positive Power -0-
9) Aggregate Amount Beneficially 1,525,159 shares of
Owned by Each Reporting Person Common Stock
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
11) Percent of Class
Represented by 19.6%
Amount in Row (9)
12) Type of Reporting
Person PN
<PAGE>
CUSIP No. 00090339M1 Page 3 of 4 Pages
Amendment No. 1 to Schedule 13G
Reference is hereby made to the statement on Schedule 13G originally
filed on January 29, 1998. Terms defined in the Schedule 13G are used herein as
so defined.
The following items of the Schedule 13G are hereby amended and
restated to read in their entirety as follows:
Item 4 - Ownership.
(a) Amount Beneficially Owned:
1,525,159 shares of Common Stock
(b) Percent of Class:
19.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,525,159 shares of Common Stock
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the disposition of:
1,525,159 shares of Common Stock
(iv) shared power to dispose or to direct the disposition of:
-0-
<PAGE>
CUSIP No. 00090339M1 Page 4 of 4 Pages
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.
STOLBERG PARTNERS, L.P.
By: SGMS, L.P., General Partner
By: Stolberg, Meehan & Scano, Inc.,
General Partner
By /s/Matthew M. Meehan
Date: February 9, 1999
