-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BvGvPeaEcQMa4Oq17Y53zLxH5to/bk7wlgqe9Qcjh1u1MRmU+tAzKxxc993EmRDQ jenkBMSfDL+R/oFeoT+maA== 0000899140-96-000040.txt : 19960124 0000899140-96-000040.hdr.sgml : 19960124 ACCESSION NUMBER: 0000899140-96-000040 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960123 SROS: NONE GROUP MEMBERS: JONATHAN L. STEINBERG GROUP MEMBERS: RUSSEL L. ANMUTH GROUP MEMBERS: WISDOMTREE ASSOCIATES, L.P. GROUP MEMBERS: WISDOMTREE CAPITAL MANAGEMENT INC ET AL GROUP MEMBERS: WISDOMTREE CAPITAL MANGEMENT, INC. GROUP MEMBERS: WISDOMTREE OFFSHORE, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIANA CORP CENTRAL INDEX KEY: 0000057201 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 362448698 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-07333 FILM NUMBER: 96506270 BUSINESS ADDRESS: STREET 1: 8200 W BROWN DEER ROAD CITY: MILWAUKEE STATE: WI ZIP: 53223-1706 BUSINESS PHONE: 4143550037 FORMER COMPANY: FORMER CONFORMED NAME: FH INDUSTRIES CORP DATE OF NAME CHANGE: 19850814 FORMER COMPANY: FORMER CONFORMED NAME: SCOT LAD FOODS INC DATE OF NAME CHANGE: 19841202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WISDOMTREE CAPITAL MANAGEMENT INC ET AL CENTRAL INDEX KEY: 0001005729 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 333 SEVENTH AVE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2128432777 SC 13D 1 SCHDEULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 The Diana Corporation (Name of Issuer) Common Stock, Par Value $1.00 (Title of Class of Securities) 252790100 (CUSIP Number of Class of Securities) Patricia Renda WisdomTree Associates, L.P. 1633 Broadway, 38th Floor New York, New York 10019 (212) 843-2782 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Roger D. Blanc Willkie Farr & Gallagher 153 East 53rd Street New York, NY 10022 (212) 821-8000 January 11, 1996 (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: [X] 2 SCHEDULE 13D CUSIP No. 252790100 Page 2 of 17 Pages 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 8 SHARED VOTING POWER 221,250 shares of Common Stock 9 SOLE DISPOSITIVE POWER 0 shares of Common Stock 10 SHARED DISPOSITIVE POWER 221,250 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 221,250 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) 5.4% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 SCHEDULE 13D CUSIP No. 252790100 Page 3 of 17 Pages 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 8 SHARED VOTING POWER 214,250 shares of Common Stock 9 SOLE DISPOSITIVE POWER 0 shares of Common Stock 10 SHARED DISPOSITIVE POWER 214,250 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 214,250 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) 5.2% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 SCHEDULE 13D CUSIP No. 252790100 Page 4 of 17 Pages 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WISDOMTREE OFFSHORE, LTD. 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 CAYMAN ISLANDS 7 SOLE VOTING POWER 0 shares of Common Stock 8 SHARED VOTING POWER 7,000 shares of Common Stock 9 SOLE DISPOSITIVE POWER 0 shares of Common Stock 10 SHARED DISPOSITIVE POWER 7,000 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,000 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) 0.2% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 5 SCHEDULE 13D CUSIP No. 252790100 Page 5 of 17 Pages 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JONATHAN L. STEINBERG I.D. ####-##-#### 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 8 SHARED VOTING POWER 221,250 shares of Common Stock 9 SOLE DISPOSITIVE POWER 0 shares of Common Stock 10 SHARED DISPOSITIVE POWER 221,250 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 221,250 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) 5.4% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 6 SCHEDULE 13D CUSIP No. 252790100 Page 6 of 17 Pages 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RUSSELL L. ANMUTH I.D. ####-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 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 7,550 shares of Common Stock 8 SHARED VOTING POWER 221,250 shares of Common Stock 9 SOLE DISPOSITIVE POWER 7,550 shares of Common Stock 10 SHARED DISPOSITIVE POWER 221,250 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 228,800 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) 0.2% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 7 ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D, dated January 22, 1996 (the "Schedule 13D"), relates to the Common Stock, par value $1.00 per share (the "Common Stock") of The Diana Corporation, a Delaware corporation (the "Company"), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended. The address of the principal executive offices of the Company is 8200 W. Brown Deer Road, Suite 200, Milwaukee, Wisconsin 53223. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is being filed on behalf of WisdomTree Associates, L.P. (the "Partnership"), WisdomTree Capital Management, Inc. (the "General Partner"), WisdomTree Offshore, Ltd. ("WisdomTree Offshore"), Jonathan L. Steinberg ("Mr. Steinberg") and Russell L. Anmuth ("Mr. Anmuth" and collectively, the "Reporting Entities"). The Partnership and the General Partner are each organized in the State of New York and WisdomTree Offshore is incorporated under the laws of the Cayman Islands. The business address of the Partnership, the General Partner, Mr. Steinberg and Mr. Anmuth is 1633 Broadway, 38th Floor, New York, New York 10019. The business address of WisdomTree Offshore is Zephyr House, 5th Floor, P.O. Box 1561, Mary Street, Grand Cayman, Cayman Islands, British West Indies. The present principal employment of Mr. Steinberg is as Chairman and Chief Executive Officer of Individual Investor Group, Inc. ("I.I. Group"), as Chairman, Chief Executive Officer and Treasurer of the General Partner and as co-manager of WisdomTree Offshore. The business address of I.I. Group is 1633 Broadway, 8 38th Floor, New York, New York 10019. The present principal employment of Mr. Anmuth is as Vice President of the General Partner, co-manager of the Partnership and co-manager of WisdomTree Offshore. The principal business of the Partnership is as an investment fund that invests and reinvests in securities of relatively small, less well-known public companies. The principal business of WisdomTree Offshore is as an investment fund that invests and reinvests in securities of relatively small, less well-known public companies. The principal business of the General Partner is management of the Partnership and WisdomTree Offshore. The name, business address and principal employment of the executive officers and directors of the General Partner, I.I. Group and WisdomTree Offshore are set forth in Schedule A hereto and are incorporated by reference. During the last five years, neither the Reporting Entities nor, to the best of the Reporting Entities' knowledge, any of the other persons identified in Schedule A hereto has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject 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. All of the persons listed in Schedule A are United States citizens, with the exception of Christopher Wetherhill, who 9 is a citizen of Bermuda, and Charles Quin, who is a citizen of the Cayman Islands. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Of the 214,250 shares of Common Stock acquired by the Partnership (the "Partnership Purchases"), 205,000 shares were acquired in brokered transactions for an aggregate purchase price of $2,097,216.50 and 9,250 shares were acquired pursuant to a five percent stock dividend payable on January 5, 1996 to shareholders of record on December 18, 1995. The 7,000 shares of Common Stock purchased by WisdomTree Offshore (the "Offshore Purchases") were acquired in brokered transactions for an aggregate purchase price of $112,031.50. Of the 7,550 shares of Common Stock acquired by Mr. Anmuth, 7,225 shares were acquired in brokered transactions for an aggregate purchase price of $82,880.91 and 325 shares were acquired pursuant to the aforementioned stock dividend. The source of funds for the Partnership Purchases was investment capital contributed by the Partnership. The source of funds for the Offshore Purchases was investment capital contributed by WisdomTree Offshore. The source of funds for the shares purchased by Mr. Anmuth was personal funds contributed by Mr. Anmuth. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Entities have acquired the shares of Common Stock for the purpose of investment. The Reporting Entities may maintain their investment at current levels or sell all or a part of their investment. In any such case, the decision by the Reporting Entities would depend upon a continuing evaluation of the Company's business, prospects and financial 10 condition, the market for the shares of Common Stock, other investment opportunities available to the Reporting Entities, general economic conditions, stock market conditions, availability of funds and other factors and future developments that the Reporting Entities may deem relevant from time to time. Any acquisition or disposition of shares of Common Stock by the Reporting Entities may be effected through open market or privately negotiated transactions, or otherwise. Except to the extent set forth above, or in any other Item hereof, the Reporting Entities and, to the best of their knowledge, the persons listed in Schedule A hereto, do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of January 18, 1996, the Partnership beneficially owned a total of 214,250 shares of the Common Stock of the Company, the General Partner beneficially owned a total of 221,250 shares of the Common Stock of the Company, WisdomTree Offshore beneficially owned a total of 7,000 shares of the Common Stock of the Company, Mr. Steinberg beneficially owned a total of 221,250 shares of the Common Stock of the Company and Mr. Anmuth beneficially owned a total of 228,800 shares of the Common Stock of the Company, constituting 5.2%, 5.4%, .2%, 5.4% and 5.6%, respectively, of the shares of Common Stock then outstanding, based on 4,117,644 shares of Common Stock outstanding, consisting of (i) 3,921,566 shares of Common Stock reported to be outstanding as disclosed in the Company's quarterly report on Form 10-Q for the quarter ended October 14, 1995 and (ii) the issuance of 11 196,078 shares of Common Stock pursuant to a stock dividend payable on January 5, 1996 to shareholders of record on December 18, 1995, as announced in a press release of the Company, dated December 5, 1995. As of January 18, 1996, the Reporting Entities beneficially owned a total of 228,800 shares of the Common Stock of the Company, constituting 5.6% of the shares of Common Stock then outstanding. To the best of the knowledge of the Reporting Entities, none of the individuals listed on Schedule A, with the exception of Mr. Steinberg and Mr. Anmuth, beneficially owns any shares of the Common Stock of the Company, except pursuant to their interests in the Partnership, the General Partner and WisdomTree Offshore. (b) The Partnership, the General Partner, Mr. Steinberg and Mr. Anmuth share voting and dispositive power with respect to 214,250 shares of Common Stock. WisdomTree Offshore, the General Partner, Mr. Steinberg and Mr. Anmuth share voting and dispositive power with respect to 7,000 shares of Common Stock. Mr. Anmuth has sole voting and dispositive power with respect to 7,550 shares of Common Stock. To the best of the knowledge of the Reporting Entities, none of the individuals listed on Schedule A, with the exception of Mr. Steinberg and Mr. Anmuth, has any voting or dispositive power with respect to shares of Common Stock. (c) Information concerning transactions in Common Stock effected by the Reporting Entities during the past 60 days is set forth in Schedule B hereto and is incorporated by reference. Except as set forth in Schedule B, no transactions in Common Stock have been effected by any of the Reporting Entities 12 or, to the best of the knowledge of the Reporting Entities, by any of the persons identified in Schedule A, during the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Neither the Reporting Entities nor, to the best of the Reporting Entities' knowledge, any of the individuals listed on Schedule A hereto, has any contracts, arrangements, understandings, or relationships (legal or otherwise) with any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies, with the exception of margin agreements between Republic New York Securities Corporation and each of the Partnership, WisdomTree Offshore and Russell Anmuth, which margin agreements will be filed by amendment. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS . None. 13 SCHEDULE A The following table sets forth the name and principal employment of each of the officers and directors of WisdomTree Capital Management, Inc., Individual Investor Group, Inc. and WisdomTree Offshore, Ltd., as well as the business address of each director of such entities not employed by such entities.
WISDOMTREE CAPITAL MANAGEMENT, INC. POSITION Jonathan L. Steinberg Chairman, Chief Executive Officer, Treasurer and Director Robert Schmidt President and Director Scot Rosenblum Vice President, Secretary and Director Russell Anmuth Vice President INDIVIDUAL INVESTOR GROUP, INC. POSITION Jonathan L. Steinberg Chairman, Chief Executive Officer and Director Robert Schmidt President, Chief Operating Officer and Director Scot Rosenblum Vice President, Secretary and Director Henry Clark Controller and Assistant Secretary Peter M. Ziemba Assistant Secretary Bruce Sokoloff Director; Executive Vice President, Reliance Group Holdings, Inc., 55 East 52nd Street, New York, New York 10055 WISDOMTREE OFFSHORE, LTD. POSITION Jonathan L. Steinberg Vice President Scot Rosenblum Vice President and Director 14 President and Director; Chief Executive Officer, The Hemisphere Group Limited, Hemisphere House, 9 Church Street, Hamilton, Bermuda Christopher Wetherhill Charles Quin Director; Partner, Quin & Hampson, George Town, Grand Cayman, Cayman Islands.
15 SCHEDULE B The Partnership 1. On January 16, 1996, the Partnership purchased 2,000 shares of Common Stock of the Company in brokered transactions at a price of $12.70 per share. 2. On January 16, 1996, the Partnership purchased 1,500 shares of Common Stock of the Company in brokered transactions at a price of $13.36 per share. 3. On January 17, 1996, the Partnership purchased 16,500 shares of Common Stock of the Company in brokered transactions at a price of $14.38 per share. WisdomTree Offshore 1. On January 11, 1996, WisdomTree Offshore purchased 3,000 shares of Common Stock of the Company in brokered transactions at a price of $16.32 per share. 2. On January 11, 1996, WisdomTree Offshore purchased 3,000 shares of Common Stock of the Company in brokered transactions at a price of $16.39 per share. 3. On January 12, 1996, WisdomTree Offshore purchased 500 shares of Common Stock of the Company in brokered transactions at a price of $14.55 per share. 4. On January 12, 1996, WisdomTree Offshore purchased 500 shares of Common Stock of the Company in brokered transactions at a price of $13.27 per share. Mr. Anmuth 1. On December 13, 1995, Mr. Anmuth purchased 500 shares of Common Stock of the Company in brokered transactions at a price of $21.19 per share. 2. On January 11. 1996, Mr. Anmuth purchased 600 shares of Common Stock of the Company in brokered transactions at a price of $15.64 per share. 3. On January 12, 1996, Mr. Anmuth purchased 125 shares of Common Stock of the Company in brokered transactions at a price of $14.65 per share. 16 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: January 22, 1996 WISDOMTREE ASSOCIATES, L.P. By: WisdomTree Capital Management, Inc., General Partner By:/s/ Scot A. Rosenblum Name: Scot A. Rosenblum Title: Vice President Dated: January 22, 1996 WISDOMTREE CAPITAL MANAGEMENT, INC. By:/s/ Scot A. Rosenblum Name: Scot A. Rosenblum Title: Vice President Dated: January 22, 1996 WISDOMTREE OFFSHORE, LTD. By:/s/ Scot A. Rosenblum Name: Scot A. Rosenblum Title: Director Dated: January 22, 1996 By:/s/ Jonathan L. Steinberg Jonathan L. Steinberg Dated: January 22, 1996 By:/s/ Russell L. Anmuth Russell L. Anmuth -----END PRIVACY-ENHANCED MESSAGE-----