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

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

TLC Vision Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872549100

(CUSIP Number)

Michael Colvin
Highland Capital Management, L.P.
Two Galleria Tower
13455 Noel Road, Suite 800
Dallas, Texas 75240
(972) 628-4100

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

September 14, 2007

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), (f) or (g), check the following box. þ

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

*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).

 

 

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Item 1. Security and Issuer.

     This statement on Schedule 13D relates to the Common Stock, no par value (the “Common Stock”), of TLC Vision Corporation, a Canada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 5280 Solar Drive, Suite 40, Mississauga, Ontario L4W 5M8, Canada.

Item 2. Identity and Background.

     (a) This statement is filed by and on behalf of each of the following persons (collectively, the “Reporting Persons”): (i) Highland Distressed Opportunities Fund, Inc., a Delaware corporation (“Distressed Opportunities”); (ii) Highland Multi-Strategy Onshore master SubFund, L.L.C., a Delaware limited liability company (“Multi-Strategy SubFund”); (iii) Highland Multi-Strategy Master Fund, L.P., a Bermuda limited partnership (“Multi-Strategy Master Fund”); (iv) Highland Capital Management L.P., a Delaware limited partnership (“Highland Capital”); (v) Strand Advisors, Inc., a Delaware corporation (“Strand”); and (vi) James D. Dondero (“Dondero”). The directors and executive officers of Distressed Opportunities and Strand are named on Appendix I hereto.

     Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

     Each of the reporting persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as evidence that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

     (b) The address of the principal business office of each of the Reporting Persons is Two Galleria Tower, 13455 Noel Road, Suite 800, Dallas, Texas 75240.

     (c) The principal business of Distressed Opportunities is acting as a registered investment company; Distressed Opportunities may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares owned and/or held by and/or for the account and/or benefit of other Reporting Persons. The principal business of Multi-Strategy SubFund is acting as a registered investment company; Multi-Stategy Subfund may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares owned and/or held by and/or for the account and/or benefit of other Reporting Persons. The principal business of Multi-Strategy Master Fund is serving as the managing member of Multi-Strategy SubFund; Multi-Stategy Master Fund may be deemed to beneficially own shares owned and/or held by and/or for the account of and/or for the benefit of Multi-Strategy SubFund. The principal business of Highland Capital, a registered investment adviser, is acting as investment adviser and/or manager to other persons, including Distressed Opportunities and Multi-Strategy SubFund; Highland Capital may be deemed to beneficially own shares owned and/or held by and/or for the account of and/or for the benefit of other persons, including Distressed Opportunities and Multi-Strategy SubFund. The principal business of Strand is serving as the general partner of Highland Capital; Strand may be deemed to beneficially own shares owned and/or held by and/or for the account of and/or for the benefit of Highland Capital. The principal business of Mr. Dondero is serving as the President of Distressed Opportunities and the President and a director of Strand; Mr. Dondero may be deemed to beneficially own shares owned and/or held by and/or for the account of and/or for the benefit of Strand and/or Distressed Opportunities.

     (d) During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons controlling the Reporting Persons, or the directors or executive officers of Strand and

Services, has been convicted in a criminal proceeding in either case of the type specified in Items 2(d) or (e) of Schedule 13D.

     (e) During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons controlling the Reporting Persons, or the directors or executive officers of Strand and Services, was a party to a civil proceeding in either case of the type specified in Items 2(d) or (e) of Schedule 13D.

     (f) Distressed Opportunities, Multi-Strategy SubFund, Highland Capital and Srand are Delaware entities. Multi-Strategy Master Fund is a Bermuda entity. The citizenship of Dondero is the United States.

Item 3. Source and Amount of Funds or Other Consideration.

     The Reporting Persons have acquired an aggregate of 6,437,490 shares of Common Stock (the “Shares”), which are reported herein, in open market transactions for an aggregate purchase price of approximately $31,580,254.75, with a combination of funds from accounts managed by Highland Capital.

Item 4. Purpose of Transaction.

     The Reporting Persons acquired the Shares for investment purposes. The Reporting Persons continue to review their investment in the Issuer. Certain of the Reporting Persons have in the past and may continue in the future to engage in discussions with management, the board of directors, other stockholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the board of directors, price levels of the shares of Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, certain of, or all of, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of the Shares held by some or all of them, seeking to influence the management or strategic direction of the Issuer and/or otherwise changing its intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

     (a) The aggregate number and percentage of the shares of Common Stock beneficially owned by each Reporting Person:

See the disclosure provided in response to Items 11 and 13 on the attached cover page(s)¹.

     (b) Number of shares as to which such person has:

	(i)		sole power to vote or to direct the vote:
			See the disclosure provided in response to Item 7 on the attached cover page(s). (ii) shared power to vote or to direct the vote: See the disclosure provided in response to Item 8 on the attached cover page(s).
	(ii)		shared power to vote or to direct the vote: See the disclosure provided in response to Item 8 on the attached cover page(s).
	(iii)		sole power to dispose or to direct the disposition of: See the disclosure provided in response to Item 9 on the attached cover page(s).
	(iv)		shared power to dispose or to direct the disposition of: See the disclosure provided in response to Item 10 on the attached cover page(s).

     (c) The following table describes transactions in the Common Stock that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the persons named in response to paragraph (a) of this Item 5:

Transaction

Number of

Number of

Price Per

Description of

Date

Reporting Person

Shares Acquired

Shares Disposed

Share ($)

Transaction

8/7/2007

Multi-Strategy SubFund

250,000

3.7995

Open Market

8/7/2007

Highland Capital

1,770,000

3.7995

Open Market

7/31/2007

Highland Capital

385,624

4.3759

Open Market

7/30/2007

Highland Capital

9,667

4.4837

Open Market

7/30/2007

Highland Capital

4,833

4.4837

Open Market

7/27/2007

Highland Capital

25,000

4.5246

Open Market

7/27/2007

Highland Capital

310,650

4.6200

Open Market

7/27/2007

Highland Capital

310,650

4.6200

Open Market

7/26/2007

Highland Capital

43,100

4.6330

Open Market

7/25/2007

Highland Capital

48,500

4.7549

Open Market

7/24/2007

Highland Capital

100,000

4.8081

Open Market

7/23/2007

Highland Capital

65,000

4.8523

Open Market

7/20/2007

Highland Capital

67,000

4.7221

Open Market

7/19/2007

Highland Capital

60,100

4.7690

Open Market

7/18/2007

Highland Capital

23,100

4.7621

Open Market

7/17/2007

Highland Capital

26,700

4.8851

Open Market

7/13/2007

Highland Capital

11,014

4.8105

Open Market

7/12/2007

Highland Capital

88,986

4.7505

Open Market

6/28/2007

Highland Capital

36,500

5.1859

Open Market

6/27/2007

Highland Capital

6,500

5.1200

Open Market

6/26/2007

Highland Capital

255,000

5.1620

Open Market

6/25/2007

Highland Capital

100,000

5.1014

Open Market

6/22/2007

Highland Capital

140,000

5.0965

Open Market

6/21/2007

Highland Capital

500,000

5.1662

Open Market

6/20/2007

Highland Capital

8,266

5.8000

Open Market

6/19/2007

Highland Capital

350,000

5.8257

Open Market

6/18/2007

Highland Capital

300,000

5.8497

Open Market

6/15/2007

Highland Capital

50,000

5.8919

Open Market

     (d) Other persons, including Highland Crusader Offshore Partners, L.P., may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock beneficially owned by the Reporting Persons.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     There are no contracts, arrangements, understandings or relationships between the Reporting Persons or any other person with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Exhibit 1		Joint Filing Agreement, incorporated by reference to Exhibit A of the Schedule 13G/A filed with the SEC on August 14, 2007 (file No. 005-53321).

SIGNATURES

     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: September 14, 2007
		Highland Multi-Strategy Onshore Master SubFund, L.L.C.
		By:		Highland Multi-Strategy Master Fund, L.P., its managing member
		By:		Highland Multi-Strategy Fund GP, L.P., its general partner
		By:		Highland Multi-Strategy Fund GP, L.L.C., its general partner
		By:		Highland Capital Management, L.P., its sole member
		By:		Strand Advisors, Inc., its general partner
				By:		/s/ James D. Dondero
						James D. Dondero, President
		Highland Multi-Strategy Master Fund, L.P.
		By:		Highland Multi-Strategy Fund GP, L.P., its general partner
		By:		Highland Multi-Strategy Fund GP, L.L.C., its general partner
		By:		Highland Capital Management, L.P., its sole member
		By:		Strand Advisors, Inc., its general partner
				By:		/s/ James D. Dondero
						James D. Dondero, President
		Highland Distressed Opportunities Fund, Inc.
		By:				/s/ James D. Dondero
				James D. Dondero, President
		Highland Capital Management, L.P.
		By:		Strand Advisors, Inc., its general partner
				By:		/s/ James D. Dondero
						James D. Dondero, President
		Strand Advisors, Inc.
		By:				/s/ James D. Dondero
				James D. Dondero, President
		James D. Dondero
						/s/ James D. Dondero

APPENDIX I

     The name of each director and executive officer of Strand and Distressed Opportunities is set forth below. The business address of each person listed below is Two Galleria Tower, 13455 Noel Road, Suite 800, Dallas, Texas 75240. Each person identified below is a citizen of the United States of America. The present principal occupation or employment of each of the listed persons is set forth below. During the past five years, none of the individuals listed below has been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.

Strand Advisors, Inc.

Directors
James D. Dondero

Executive Officers

President:		James D. Dondero
Executive Vice President:		Mark Okada
Secretary:		Michael Colvin
Assistant Secretary:		Patrick Daugherty
Assistant Secretary:		Todd Travers
Treasurer:		Ken McGovern

Highland Distressed Opportunities Fund, Inc.

Directors
R. Joseph Dougherty
Timothy K. Hui
Scott F. Kavanaugh
James F. Leary
Bryan A. Ward

Executive Officers

President:		James D. Dondero
Senior Vice President:		R. Joseph Dougherty
Executive Vice President:		Mark Okada
Chief Compliance Officer:		Michael Colvin
Treasurer and Secretary:		M. Jason Blackburn