US BANCORP \DE\ — Major Shareholding Notification 2004

May 12, 2004

SC 13G/A 1 c85406sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza PAGEBREAK

OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden hours per response...11

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

National Vision, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

63845P101

(Cusip Number)

November 21, 2003

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1 (b)

x Rule 13d-1 (c)

o Rule 13d-1 (d)

*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 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).

PAGEBREAK

13G
CUSIP No. 63845P101
1.	Name of Reporting Person: U.S. Bancorp		I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group:
	(a)	o
	(b)	o
3.	SEC Use Only:
4.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
		5.	Sole Voting Power: 0
		6.	Shared Voting Power: 0
		7.	Sole Dispositive Power: 0
		8.	Shared Dispositive Power: 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o N/A
11.	Percent of Class Represented by Amount in Row (9): 0%
12.	Type of Reporting Person: CO

PAGEBREAK

Item 1.

(a)	Name of Issuer: National Vision, Inc.
(b)	Address of Issuer’s Principal Executive Offices:
	296 Grayson Highway, Lawrenceville, GA 30045

Item 2.

(a)	Name of Person Filing: U.S. Bancorp
(b)	Address of Principal Business Office or, if none, Residence:
	800 Nicollet Mall, Minneapolis, Minnesota, 55402
(c)	Citizenship: Delaware
(d)	Title of Class of Securities: Common Stock, par
value $.01 per share
(e)	CUSIP Number: 63845P101

ITEM 3. 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:

| (a) | o | Broker or dealer registered under Section 15 of
the Act. |
| --- | --- | --- |
| (b) | o | Bank as defined in section 3(a)(6) of the Act. |
| (c) | o | Insurance company as defined in section 3(a)(19)
of the Act. |
| (d) | o | Investment company registered under section 8 of
the Investment Company Act of 1940. |
| (e) | o | An investment adviser in accordance with Rule
13(d)-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | o | A parent holding company or control person in
accordance with Rule 13d-1(b)(ii)(G); |
| (h) | o | A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act; |
| (i) | o | 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; |
| (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J); |

PAGEBREAK

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount Beneficially Owned: 0
(b)	Percent of Class: 0%
(c)	Number of shares as to which the person has:

(i)	sole power to vote or to direct the vote: 0
(ii)	shared power to vote or to direct the vote: 0
(iii)	sole power to dispose or to direct the disposition of: 0
(iv)	shared power to dispose or to direct the disposition of: 0

Item 5.	Ownership of Five Percent or Less of a Class
	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 .
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	N/A
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
	N/A
Item 8.	Identification and Classification of Member of the Group
	N/A
Item 9.	Notice of Dissolution of Group
	N/A
Item 10.	Certification
	By signing below I certify that, to the best of my 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.

PAGEBREAK

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: May 12, 2004

U.S. Bancorp
By:	/s/ Laura F. Bednarski
	Laura F. Bednarski
Its:	Vice President