LCA-VISION INC.
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(Name of Issuer)
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Common Stock, Par Value $0.001 per Share
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(Title of Class of Securities)
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501803308
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(CUSIP Number)
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December 31, 2011
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
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o |
Rule 13d-1(b)
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x |
Rule 13d-1(c)
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o |
Rule 13d-1(d)
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*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.
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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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CUSIP No. 501803308
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SCHEDULE 13G |
Page 2 of 13 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
HWP Capital Partners II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 501803308
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SCHEDULE 13G |
Page 3 of 13 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
HWP II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
|
SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
|
|
7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 501803308
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SCHEDULE 13G |
Page 4 of 13 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
HWP II, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
|
7
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SOLE DISPOSITIVE POWER
0
|
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 501803308
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SCHEDULE 13G |
Page 5 of 13 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Robert B. Haas (in the capacity described herein)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
|
SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 501803308
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SCHEDULE 13G |
Page 6 of 13 Pages
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ITEM 1.
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(a)
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Name of Issuer
LCA-Vision Inc. (the “Company”)
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(b)
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Address of Issuer’s Principal Executive Offices:
7840 Montgomery Road
Cincinnati, Ohio 45236
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ITEM 2.
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(a)
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Name of Person Filing:
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(i)
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HWP Capital Partners II, L.P., a Delaware limited partnership (“HWPCP”);
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(ii)
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HWP II, L.P., a Delaware limited partnership (“HWP II” and the sole general partner of HWPCP);
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(iii)
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HWP II, LLC, a Delaware limited liability company (“HWP II LLC” and the sole general partner of HWP II); and
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(iv)
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Robert B. Haas (“Mr. Haas” and the managing member of HWP II LLC) ((i) through (iv) collectively, the “Reporting Persons”).
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(b)
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Address of Principal Business Office or, if None, Residence:
The address of the principal business offices of each of the Reporting Persons is c/o Haas Wheat & Partners, L.P., 300 Crescent Court, Suite 1700, Dallas, Texas 75201.
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(c)
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Citizenship:
The place of organization of each of the Reporting Persons (other than Mr. Haas) is Delaware. Mr. Haas is a citizen of the United States.
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(d)
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Title of Class of Securities:
Common Stock, par value $0.001 per share (the “Common Stock”)
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(e)
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CUSIP Number:
501803308
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CUSIP No. 501803308
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SCHEDULE 13G |
Page 7 of 13 Pages
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ITEM 3.
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IF THIS STATEMENT IS FILED PURSUANT TO §§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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o
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
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(b)
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o
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
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(c)
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o
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
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(d)
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o
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
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(i)
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o
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
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(j)
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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J)
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ITEM 4.
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OWNERSHIP
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HWP Capital Partners II, L.P.
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(a)
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Amount beneficially owned: 0
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(b)
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Percent of class: 0
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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HWP II, L.P.
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(a)
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Amount beneficially owned: 0
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(b)
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Percent of class: 0
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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CUSIP No. 501803308
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SCHEDULE 13G |
Page 8 of 13 Pages
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HWP II, LLC
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||||
(a)
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Amount beneficially owned: 0
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(b)
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Percent of class: 0
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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Robert B. Haas
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(a)
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Amount beneficially owned: 0
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(b)
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Percent of class: 0
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x .
At the close of business on October 28, 2011, the Reporting Persons ceased to be the beneficial owners of any shares of the Company’s Common Stock.
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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CUSIP No. 501803308
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SCHEDULE 13G |
Page 9 of 13 Pages
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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See Item 2.
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP
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Not applicable.
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ITEM 10.
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CERTIFICATION.
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By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 501803308
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SCHEDULE 13G |
Page 10 of 13 Pages
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HWP CAPITAL PARTNERS II, L.P.
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By: | HWP II, L.P., its general partner | |||
By: | HWP II, LLC, its general partner | |||
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By: | /s/ Robert B. Haas | |
Name: Robert B. Haas | ||||
Title: Managing Partner | ||||
HWP II, L.P.
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By: | HWP II, LLC, its general partner | |||
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By: | /s/ Robert B. Haas | |
Name: Robert B. Haas | ||||
Title: Managing Partner | ||||
HWP II, LLC
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By: | /s/ Robert B. Haas | |
Name: Robert B. Haas | ||||
Title: Managing Partner | ||||
ROBERT B. HAAS
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/s/ Robert B. Haas | ||
CUSIP No. 501803308
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SCHEDULE 13G |
Page 11 of 13 Pages
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Exhibit 1
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Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
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Exhibit 2
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Identity of members of group filing this Schedule 13G.
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CUSIP No. 501803308
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SCHEDULE 13G |
Page 12 of 13 Pages
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HWP CAPITAL PARTNERS II, L.P.
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||||
By: | HWP II, L.P., its general partner | |||
By: | HWP II, LLC, its general partner | |||
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By: | /s/ Robert B. Haas | |
Name: Robert B. Haas | ||||
Title: Managing Partner | ||||
HWP II, L.P.
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By: | HWP II, LLC, its general partner | |||
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By: | /s/ Robert B. Haas | |
Name: Robert B. Haas | ||||
Title: Managing Partner | ||||
HWP II, LLC
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By: | /s/ Robert B. Haas | |
Name: Robert B. Haas | ||||
Title: Managing Partner | ||||
ROBERT B. HAAS
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/s/ Robert B. Haas | ||
CUSIP No. 501803308
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SCHEDULE 13G |
Page 13 of 13 Pages
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