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Raiff Robert M – ‘SC 13D/A’ on 7/31/96 re: Cole National Corp/DE

As of:  Wednesday, 7/31/96   ·   Accession #:  919574-96-732   ·   File #:  5-43741   ·   Correction:  This Filing was Deleted by the SEC on 9/20/06. ®

Previous ‘SC 13D’:  None   ·   Next:  ‘SC 13D/A’ on 3/27/97   ·   Latest:  ‘SC 13D/A’ on 11/2/06

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/31/96  Raiff Robert M                    SC 13D/A               1:10K  Cole National Corp/DE             Seward & Kissel LLP

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           9     24K 
                          Ownership                                              


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
5Item 1. Security and Issuer
"Item 2. Identity and Background
6Item 3. Source and Amount of Funds or Other Consideration
"Shares
7Item 4. Purpose of Transaction
"Item 5. Interest in Securities of the Issuer
8Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"Item 7. Material to be Filed as Exhibits
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: 1 Name of Issuer: Cole National Corporation Title of Class of Securities: Class A Common Stock, par value $.001 CUSIP Number: 193 290 103 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Mr. Robert M. Raiff, 152 West 57th Street, New York, NY 10019; (212) 247-4000 (Date of Event which Requires Filing of this Statement) July 30, 1996 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 this statement [ ]. (A fee is not required only if the filing 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 class. See Rule 13d-7). *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 the disclosures provided in a prior cover page. The information required in 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
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be subject to all other provisions of the Act (however, see the Notes). 2
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CUSIP No. 193 290 103 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Robert M. Raiff, S.S. No: 067-40-2846 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 if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 793,300 8. Shared Voting Power: 9. Sole Dispositive Power: 793,300 10. Shared Dispositive Power: 11. Aggregate Amount Beneficially Owned by Each Reporting Person 793,300 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 3
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13. Percent of Class Represented by Amount in Row (11) 6.8% 14. Type of Reporting Person IN 4
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The purpose of this Amendment No. 1 to Schedule 13D is to report that the beneficial ownership of Robert M. Raiff in the Class A shares of common stock, par value $.001 ("Shares"), of Cole National Corporation ("Cole") has increased to 6.8% of the outstanding Shares. Mr. Raiff beneficially owned 5.8% of the outstanding Shares as of February 28, 1996, the date of the event which required the filing of the original Schedule 13D relating to the Shares. Item 1. Security and Issuer This statement relates to Class A shares of common stock, par value of $.001, of Cole National Corporation. Cole's principal executive office is located at 5915 Landerbrook Drive, Cleveland, OH 44124. Item 2. Identity and Background This statement is being filed on behalf of Robert M. Raiff whose address is 152 West 57th Street, New York, New York 10019. Mr. Raiff is President and CEO of the sole general partner of Centurion Investment Group, L.P., the sole general partner of various investment partnerships (the "Partnerships"). Mr. Raiff is also the President of the sole general partner of Centurion Advisors, L.P., which manages advisory accounts on a discretionary basis, including Centurion Overseas Fund, Ltd. Each of the Partnership's principal address and the principal address of Centurion Advisors, L.P. is also 152 West 57th Street, New York, New York 10019. Mr. Raiff's principal occupation is investor. 5
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Mr. Raiff has not, during the last five years, been convicted in any criminal proceeding. Mr. Raiff has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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 violations with respect to such laws. Mr. Raiff is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration As of July 30, 1996, Mr. Raiff beneficially owns 793,300 Shares of Cole. All 793,300 Shares are held by entities and managed accounts over which Mr. Raiff has investment discretion. All Shares owned by Mr. Raiff were purchased in open market transactions. In the last 60 days, Shares were purchased at an aggregate cost of $3,053,291. The funds for the purchases of the Shares held by the Partnerships came from capital contributions to the Partnerships by their general and limited partners. The funds for the purchases of Shares held in the managed accounts over which Mr. Raiff has investment discretion came from the accounts' own funds. Margin was used in purchasing Shares. 6
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Item 4. Purpose of Transaction The Shares of Cole beneficially owned by Mr. Raiff were acquired for, and are being held for, investment purposes. Mr. Raiff does not have any plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. Mr. Raiff may, however, bring ideas to management that he believes are in the best interest of all shareholders, possibly including, but not limited to: restructuring options, spin-off possibilities, ideas for possible business combinations, creating additional incentives for employees to own stock, possible proposals for new board members and consideration for repeal of the company's poison pill. Mr. Raiff reserves the right to purchase additional shares of Cole's common stock or dispose of such shares of Cole's common stock in the open market or in any other lawful manner in the future. Item 5. Interest in Securities of the Issuer As noted above, as of the date hereof, Mr. Raiff is the beneficial owner of 793,300. Based on Cole's prospectus dated June 26, 1996, there were 11,747,227 Shares outstanding. Therefore, Mr. Raiff beneficially owns 6.8% of the outstanding Shares. Mr. Raiff has the power to vote, direct the vote, dispose of or direct the disposition of all 7
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the Shares that are currently beneficially owned by the reporting persons. Attached as Exhibit A is a description of the transactions in the Shares that were effected by Mr. Raiff during the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Mr. Raiff does not have any contract, arrangement, understanding or relationship with any person with respect to the common stock of Cole. Item 7. Material to be Filed as Exhibits Mr. Raiff is not party to any written agreement contract arrangement, understanding, plan or proposal relating to any of the transactions in Item 7. Signature The undersigned, after reasonable inquiry and to the best of his knowledge and belief, certify that the information set forth in this statement is true, complete and correct. July 30, 1996 /s/ Robert M. Raiff __________________________________ Robert M. Raiff 50259000.AJ5
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Exhibit A Daily Transactions Common Stock __________________ Trade Date Purchase Number of Price Per Value or Sale Shares Share* __________ ________ ________ ________ ______ 05/31/96 Purchase 2,000 20.2500 40,500 06/04/96 Purchase 2,100 19.8750 41,738 06/05/96 Purchase 1,900 20.0000 38,000 06/06/96 Purchase 2,500 20.1250 50,313 06/24/96 Purchase 2,500 20.7500 51,875 06/27/96 Purchase 92,800 19.4836 1,808,078 06/28/96 Purchase 2,900 19.7500 57,275 07/01/96 Purchase 5,000 19.8750 99,375 07/09/96 Purchase 2,500 18.9750 47,438 07/12/96 Purchase 3,900 18.6250 72,638 07/16/96 Purchase 5,000 16.7500 83,750 07/18/96 Purchase 3,000 17.7917 53,375 07/23/96 Purchase 10,000 17.6250 176,250 07/26/96 Purchase 3,000 16.8542 50,563 07/29/96 Purchase 20,000 16.5938 331,875 07/30/96 Purchase 3,000 16.7500 50,250 * Does not include commissions. 9 50259000.AK0

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC 13D/A’ Filing    Date First  Last      Other Filings
Changed as of / Deleted on:9/20/06None on these Dates
Filed on:7/31/96
7/30/9618
6/26/967
2/28/965
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Filing Submission 0000919574-96-000732   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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