-----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, IOeEbmEe6dm6Gi3hb9stLZ1x6Tw73BIMpDwYAWsJaKukngspNruKkVF4L0+DG4Cs VsJczV1t6tpjGWITJr4SOQ== 0000899140-96-000444.txt : 19960911 0000899140-96-000444.hdr.sgml : 19960911 ACCESSION NUMBER: 0000899140-96-000444 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960910 SROS: NASD GROUP MEMBERS: JONATHAN L. STEINBERG GROUP MEMBERS: WISDOM TREE CAPITAL MANAGEMENT INC GROUP MEMBERS: WISDOMTREE CAPITAL MANAGEMENT, INC. GROUP MEMBERS: WISDOMTREE OFFSHORE, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TARGET TECHNOLOGIES INC CENTRAL INDEX KEY: 0000835585 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 061170506 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45431 FILM NUMBER: 96628246 BUSINESS ADDRESS: STREET 1: 6714 NETHERLANDS DRIVE CITY: WILMINGTON STATE: NC ZIP: 28405 BUSINESS PHONE: 9103956100 MAIL ADDRESS: STREET 1: 6714 NETHERLANDS DR CITY: WILMINGTON STATE: NC ZIP: 28405 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WISDOM TREE CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001011300 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133729429 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1633 BROADWAY STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2128432777 MAIL ADDRESS: STREET 1: 1633 BROADWAY STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 AMENDMENT NO. 1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4) Under the Securities Exchange Act of 1934 C-Phone Corporation - ----------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.01 - ----------------------------------------------------------------------------- (Title of Class of Securities) 87612N106 - ----------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Scot A. Rosenblum 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 August 30, 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: [ ] 2 SCHEDULE 13D CUSIP No. 87612N106 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 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 243,000 shares of Common Stock OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 shares of Common Stock 10 SHARED DISPOSITIVE POWER 243,000 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 243,000 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) 5.59% 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. 87612N106 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 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 198,000 shares of Common Stock OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 shares of Common Stock 10 SHARED DISPOSITIVE POWER 198,000 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 198,000 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) 4.55% 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. 87612N106 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 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 45,000 shares of Common Stock OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 shares of Common Stock 10 SHARED DISPOSITIVE POWER 45,000 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 45,000 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) 1.04% 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. 87612N106 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 United States 7 SOLE VOTING POWER 0 shares of Common Stock NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 243,000 shares of Common Stock OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 shares of Common Stock 10 SHARED DISPOSITIVE POWER 243,000 shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 243,000 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) 5.59% 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 Item 1. Security and Issuer. Item 1 is hereby amended and restated in its entirety to read as follows: This Amendment No. 4, dated September 10, 1996, to the Schedule 13D, dated March 20, 1996, as amended by Amendment No. 1, dated April 23, 1996, Amendment No. 2, dated April 29, 1996, and Amendment No. 3, dated August 9, 1996, relates to the Common Stock, par value $0.01 per share (the "Common Stock") of C-Phone Corporation, a New York corporation (the "Company"), and is being filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended. Effective August 22, 1996, Target Technologies, Inc. changed its name to C-Phone Corporation. The address of the principal executive offices of the Company is 6714 Netherlands Drive, Wilmington, North Carolina 28405. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended and restated in its entirety to read as follows: The 198,000 shares of Common Stock acquired by the Partnership (the "Partnership Purchases") were acquired in over-the-counter transactions for an aggregate purchase price of $1,369,612.90. The 45,000 shares of Common Stock purchased by WisdomTree Offshore (the "Offshore Purchases") were acquired in over-the-counter transactions for an aggregate purchase price of $186,625.38. The source of funds for the Partnership Purchases was investment capital contributed by the Partnership. The source of 7 funds for the Offshore Purchases was investment capital contributed by WisdomTree Offshore. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated in its entirety to read as follows: (a) As of September 9, 1996, the Partnership beneficially owned a total of 198,000 shares of the Common Stock of the Company, the General Partner beneficially owned a total of 243,000 shares of the Common Stock of the Company, WisdomTree Offshore beneficially owned a total of 45,000 shares of the Common Stock of the Company and Mr. Steinberg beneficially owned a total of 243,000 shares of the Common Stock of the Company, constituting 4.55%, 5.59%, 1.04% and 5.59%, respectively, of the shares of Common Stock then outstanding, based on 4,347,293 shares of Common Stock reported to be outstanding on July 12, 1996 as disclosed in the Company's quarterly report on Form 10-QSB for the quarter ended May 31, 1996. As of September 9, 1996, the Reporting Entities beneficially owned a total of 243,000 shares of the Common Stock of the Company, constituting 5.59% 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, 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. 8 (b) The Partnership, the General Partner, Mr. Steinberg and Russell Anmuth, a Vice President of the Investment Manager, co-manager of the Partnership and co-manager of WisdomTree Offshore, share voting and dispositive power with respect to 198,000 shares of Common Stock. WisdomTree Offshore, the General Partner, Mr. Steinberg and Mr. Anmuth share voting and dispositive power with respect to 45,000 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 the Common Stock effected by the Reporting Entities since the filing of Amendment No. 3 to the Schedule 13D on August 9, 1996 is set forth in Schedule B hereto and is incorporated by reference. Except as set forth in Schedule B, no transactions in the Common Stock have been effected by any of the Reporting Entities or, to the best of the knowledge of the Reporting Entities, by any of the persons identified in Schedule A, since the filing of Amendment No. 3 to the Schedule 13D on August 9, 1996. (d) Not applicable. (e) Not applicable. 9 SCHEDULE A The following table sets forth the name and principal employment of each of the officers and directors of WisdomTree Capital Management, Inc. and Individual Investor Group, Inc., 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 and Director Robert Schmidt President and Director Scot A. 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 A. 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 10 WisdomTree Offshore, Ltd. Position - ------------------------- -------- Jonathan L. Steinberg Vice President Scot A. Rosenblum Chairman, Vice President and Director Christopher Wetherhill President and Director; Chief Executive Officer, The Hemisphere Group Limited, Hemisphere House, 9 Church Street, Hamilton, Bermuda Charles Quin Director; Partner, Quin & Hampson, George Town, Grand Cayman, Cayman Islands. 11 SCHEDULE B The Partnership - --------------- 1. On August 8, 1996, the Partnership purchased 1,000 shares of Common Stock of the Company in over-the-counter transactions at a price of $3.77 per share. 2. On August 26, 1996, the Partnership sold 5,000 shares of Common Stock of the Company in over-the-counter transactions at a price of $2.70 per share. 3. On August 28, 1996, the Partnership sold 500 shares of Common Stock of the Company in over-the-counter transactions at a price of $2.45 per share. 4. On August 29, 1996, the Partnership sold 15,000 shares of Common Stock of the Company in over-the-counter transactions at a price of $2.45 per share. 5. On August 30, 1996, the Partnership sold 25,000 shares of Common Stock of the Company in over-the-counter transactions at a price of $2.45 per share. 6. On September 4, 1996, the Partnership purchased 1,000 shares of Common Stock of the Company in over-the-counter transactions at a price of $3.18 per share. 7. On September 6, 1996, the Partnership sold 20,000 shares of Common Stock of the Company in over-the-counter transactions at a price of $6.05 per share. WisdomTree Offshore - ------------------- 1. On August 27, 1996, WisdomTree Offshore sold 5,000 shares of Common Stock of the Company in over-the-counter transactions at a price of $2.70 per share. 2. On September 6, 1996, WisdomTree Offshore sold 15,000 shares of Common Stock of the Company in over-the-counter transactions at a price of $6.05 per share. 12 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: September 10, 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: September 10, 1996 WISDOMTREE CAPITAL MANAGEMENT, INC. By:/s/ Scot A. Rosenblum Name: Scot A. Rosenblum Title: Vice President Dated: September 10, 1996 WISDOMTREE OFFSHORE, LTD. By:/s/ Scot A. Rosenblum Name: Scot A. Rosenblum Title: Director Dated: September 10, 1996 By:/s/ Jonathan L. Steinberg Jonathan L. Steinberg -----END PRIVACY-ENHANCED MESSAGE-----