UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LIGHT SAVERS U.S.A., INC.
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(Name of issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of class of securities)
53222B 10 6
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(CUSIP number)
E.W. Plaut
c/o Relco Inc.
3 Stamford Landing, 46 Southfield Avenue
Stamford, Connecticut 06902
(203) 975-7254
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(Name, address and telephone number of person
authorized to receive notices and communications)
May 3, 1996
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(Date of event which requires filing of this statement)
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 box / /.
Check the following box if a fee is being paid with the statement /X/. (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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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Watertone Holdings LP
06-1453057
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,300,000
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
Not Applicable
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9 SOLE DISPOSITIVE POWER
2,300,000
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10 SHARED DISPOSITIVE POWER
Not Applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,300,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
The title of the class of equity security to which this
statement relates is the Common Stock, $.01 par value per share, of Light Savers
U.S.A., Inc., a New York corporation ("Light Savers"), and the address of its
principal executive offices is 509 Madison Avenue, Suite 1114, New York, New
York 10022.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Watertone Holdings LP, a
Delaware limited partnership ("Watertone") with a business address at c/o Relco
Inc., 3 Stamford Landing, 46 Southfield Avenue, Stamford, Connecticut 06902.
Watertone's principal business is investment holdings. The sole general partner
of Watertone is Watertone L.L.C., a Delaware limited liability company
("Watertone L.L.C.") with a business address at c/o Relco Inc., 3 Stamford
Landing, 46 Southfield Avenue, Stamford, CT 06902. Watertone L.L.C.'s principal
business is investment holdings. The Managers of Watertone L.L.C. are Joel A.
Asen, John A. Garraty, Jr. and E.W. Plaut. The names, business addresses,
citizenship and principal occupations of Messrs. Asen, Garraty and Plaut are set
forth in Schedule A attached to this Statement.
During the last five years, neither Watertone, Watertone
L.L.C., Joel A. Asen, John A. Garraty, Jr., nor E.W. Plaut have been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
nor has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction subjecting him 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On June 13 1996, Watertone acquired from Watermark Investments
Limited, a Delaware corporation ("Watermark") 2,300,000 shares of common stock,
par value $.01 per share, of Light Savers (the "Common Stock"), in exchange and
consideration for a limited partnership interest in Watertone.
ITEM 4. PURPOSE OF TRANSACTION.
Watertone acquired the shares of Common Stock in order to
obtain an equity position in Light Savers. It intends to hold the shares of
Common Stock for investment purposes and not to facilitate a possible
acquisition of control of Light Savers. Notwithstanding the foregoing, however,
depending on the pricing, availability of the Common Stock, future developments
at and pertaining to Light Savers, other investment and business opportunities
available to Watertone, and general economic
<PAGE>
conditions, Watertone or its affiliates may determine to purchase, in the open
market, in privately negotiated transactions, or otherwise, additional shares of
Common Stock or otherwise seek to obtain control of Light Savers. In addition,
depending on the factors described above, Watertone also may determine to sell
in the open market, in privately negotiated transactions, or otherwise, all or
part of their shares of Common Stock.
Watertone is aware that Light Savers has filed with the
Securities and Exchange Commission a Registration Statement on Form S-3 with
respect to the registration of common stock for resale currently held by
Watertone and certain other stockholders of Light
Savers.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, Watertone beneficially owned
2,300,000 shares of Light Savers Common Stock. Such shares constitute 32.3% of
the shares of Light Savers common stock outstanding as of the date hereof. As of
the date hereof there were 7,125,655 shares of Light Savers common stock
outstanding.
(b) Watertone has the sole power to vote and to dispose
of all of the shares of Light Savers Common Stock referred to in
paragraph (a) above.
(c) See "Item 3. Source and Amount of Funds and Other
Consideration" above for information as to shares of Light Savers Common Stock
recently acquired by Watertone. Except as disclosed therein, Watertone has not
acquired, within the past 60 days, any shares of Light Savers Common Stock.
(d) No person other than Watertone has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Light Savers Common Stock that are the subject of this
Schedule 13D.
(d) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SECURITIES
OF THE ISSUER.
None
ITEM 7. EXHIBITS.
None
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SIGNATURES
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.
Dated: July 17, 1996
WATERTONE HOLDINGS LP
By: WATERTONE L.L.C., its
General Partner
By:/s/ John A. Garraty, Jr.
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Name: John A. Garraty, Jr.
Title: Manager
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SCHEDULE A
Watertone L.L.C.
c/o Relco, Inc.
3 Stamford Landing
46 Southfield Avenue
Stamford, CT 06902
The Managers of Watertone L.L.C. and their business
addresses and present principal occupations are set forth below.
Each individual is a citizen of the United States.
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Name, Business Address Present Principal Occupation
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Joel A. Asen Private Investor
445 Old Academy Road
Fairfield, CT 06430
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John A. Garraty, Jr. Attorney
Kelly Drye & Warren LLP
101 Park Avenue
New York, New York 10178
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E.W. Plaut Private Investor
c/o Relco, Inc.
3 Stamford Landing
46 Southfield Avenue
Stamford, CT 06902
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