Lanier Campbell B III, et al. – ‘SC 13D/A’ on 4/27/99 re: National Vision Inc

As of:  Tuesday, 4/27/99   ·   Accession #:  950133-99-1521   ·   File #:  5-43142

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amended SC 13D Re: Vista Eyecare, Inc.                 4     21K 

Document Table of Contents

SC 13D/A
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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

 Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Vista Eyecare, Inc. f/k/a National Vision Associates, Ltd.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

 638459107
--------------------------------------------------------------------------------
(CUSIP Number)

Kimberley E. Thompson, c/o ITC Holding Company, Inc.
1239 O.G. Skinner Drive, West Point, GA 31833 (703) 619-9678
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive 
Notices and Communications) 

April 23, 1999
--------------------------------------------------------------------------------
 (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. [ ]       

* 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).                                                                         

SC 13D/A
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SCHEDULE 13D

CUSIP No. 638459107                                   Page   2   of   4   Pages 
   ---------                                        -----    -----

      This statement amends the Schedule 13D filed with the Securities and
Exchange Commission on August 19, 1998 and amended by Amendment No. 1 filed on  
November 2, 1998 and Amendment No. 2 filed on March 25, 1999 by Campbell B.     
Lanier, III ("Mr. Lanier"), Jane Lanier ("Mrs. Lanier"), Campbell B. Lanier, IV 
("Mr. Lanier IV"), ITC Service Company ("ITC Service"), Campbell B. Lanier, III 
Grantor Retained Annuity Trust (the "Lanier Trust"), William H. Scott, III ("Mr.
Scott"), Martha J. Scott ("Mrs. Scott"), the William H. Scott, III Irrevocable  
Trust f/b/o Mary Martha Scott (the "Scott Trust"), Bryan W. Adams ("Mr. Adams"),
J. Douglas Cox ("Mr. Cox") and Sandy Cox ("Mrs. Cox" and, together with Mr. and 
Mrs. Lanier, Mr. Lanier IV, ITC Service, the Lanier Trust, Mr. and Mrs. Scott,  
the Scott Trust, Mr. Adams and Mr. Cox, the "Reporting Persons"), relating to   
the Common Stock, par value $.01 per share (the "Common Stock"), of Vista       
Eyecare, Inc. f/k/a National Vision Associates, LTD., a Georgia corporation (the
"Company").                                                                     

ITEM 4.  PURPOSE OF TRANSACTION                                                 

   Item 4 is hereby amended and restated in its entirety as follows:

        The Reporting Persons have acquired shares of Common Stock in order to
obtain a significant investment position in the Company. Depending upon market  
conditions and other factors, it is the current intention of the Reporting      
Persons to acquire additional shares of the Common Stock. In this regard and as 
disclosed in Amendment No. 2 to this Schedule 13D, Mr. Lanier made a request to 
a representative of the Company that the Company consider amending the          
Company's Shareholder Rights Plan (the "Plan," as more fully discussed in the   
Current Report on Form 8-K filed by the Company with the Securities and         
Exchange Commission on January 17, 1997) to permit the Reporting Persons to     
purchase additional shares of Common Stock in excess of 15% of the total shares 
outstanding without triggering the "Rights" issued under the Plan. On April 23, 
1999, the Company announced that it has granted an exception under the Plan to  
allow the Reporting Persons to make additional purchases of its Common Stock up 
to 25 percent of the total shares outstanding (inclusive of those already owned 
by the Reporting Persons).                                                      

      The Reporting Persons, however, reserve the right to, and may in the
future choose to, change their purpose with respect to their investment and take
such actions as they deem appropriate in light of the circumstances including,  
without limitation, to dispose of all or a portion of the Common Stock which    
they now own or may hereafter acquire.                                          

      The Reporting Persons have no present plans or proposals that relate
to, or would result in, an extraordinary corporate transaction involving the    
Company, a sale or transfer of any of the Company's assets, a change in the     
present Board of Directors or management of the Company, a change in the present
capitalization or dividend policy of the Company, any other material change in  
the Company's business or corporate structure, changes in the Company's charter 
or bylaws or with respect to the delisting or deregistration of any of the      
Company's securities.                                                           

SC 13D/A
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CUSIP No. 638459107                                   Page   3   of   4   Pages 
   ---------                                        -----    -----

SIGNATURE                                                                       

        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.                                                                        

Date:    April 26, 1999                                                         

/s/ Campbell B. Lanier, III                                           
----------------------------------------                                        
By: Campbell B. Lanier, III                                                     

/s/ Jane Lanier                                                       
----------------------------------------                                        
By: Jane Lanier                                                                 

/s/ Campbell B. Lanier, IV                                            
----------------------------------------                                        
By: Campbell B. Lanier, IV                                                      

ITC SERVICE COMPANY                                                             

/s/ Kimberley E. Thompson                                             
----------------------------------------                                        
By:      Kimberley E. Thompson                                                  
Title:   Senior Vice President - General Counsel                                
and Secretary                                         

CAMPBELL B. LANIER, III GRANTOR RETAINED ANNUITY TRUST                          

/s/ William H. Scott, III                                             
----------------------------------------                                        
By:      William H. Scott, III                                                  
Title:   Trustee                                                                

/s/ William H. Scott, III                                             
----------------------------------------                                        
By:      William H. Scott, III                                                  

SC 13D/A
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CUSIP No. 638459107                                   Page   4   of   4   Pages 
   ---------                                        -----    -----

/s/ Martha J. Scott                                                   
----------------------------------------                                        
By:      Martha J. Scott                                                        

WILLIAM H. SCOTT, III IRREVOCABLE TRUST f/b/o MARY MARTHA SCOTT                 

/s/ Martha J. Scott                                                   
----------------------------------------                                        
By:      Martha J. Scott                                                        
Title:   Trustee                                                                

/s/ Bryan W. Adams                                                    
----------------------------------------                                        
By:      Bryan W. Adams                                                         

/s/ J. Douglas Cox                                                    
----------------------------------------                                        
By:      J. Douglas Cox                                                         

/s/ Sandy Cox                                                         
----------------------------------------                                        
By:      Sandy Cox                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		4/27/99
		4/26/99		3
		4/23/99		1		2			8-K
		3/25/99		2					SC 13D/A
		11/2/98		2					SC 13D/A
		8/19/98		2					SC 13D
		1/17/97		2					8-A12G,  8-K
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