UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
THE LION BREWERY, INC.
----------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of Class of Securities)
536192 10 7
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(CUSIP Number)
Quincy Partners
P.O. Box 154
Glen Head, NY 11545
(516) 759 - 1752
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 7, 1996
------------------------------------------
(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 [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
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 of less of
such class.) (See Rule 13d-7.)
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, as amended (the "Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all provisions of the Act (however, see
the Notes).
Page 1 of 7 Pages
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<PAGE>
SCHEDULE 13D
CUSIP No. 536192 10 7 Page 2 of 7 Pages
----------- --- ---
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lion Partners Company L.P.
EIN #11-3190653
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
---------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
---------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
NUMBER OF
1,495,184
SHARES -----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY -----------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
1,495,184
REPORTING -----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
---------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,495,184
---------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
---------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.2%
---------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
---------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 536192 10 7 Page 3 of 7 Pages
----------- --- ---
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quincy Partners
EIN #13-6695721
---------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
---------------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
---------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
---------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
1,545,184
SHARES -----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY -----------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
50,000
REPORTING -----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
1,495,184
---------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,545,184
---------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
---------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.6%
---------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
---------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
-------------------
The issuer of the shares of common stock, par value $.01
per share (the "Common Stock"), to which this Schedule 13D
relates is The Lion Brewery, Inc., a Pennsylvania corporation
(the "Company").
Item 2. Identity and Background
-----------------------
The persons filing this Schedule 13D are:
(1) Lion Partners Company L.P., a New York limited
partnership ("Lion Partners"). The address of the
principal office and the principal business of Lion
Partners is P.O. Box 154, High Farms Road, Glen
Head, New York 11545. Lion Partners was formed for
the purpose of investing in the Company. Its sole
asset is shares of Common Stock of the Company; and
(2) Quincy Partners, a New York limited partnership
("Quincy Partners"). The address of the principal
office and the principal business of Quincy
Partners is P.O. Box 154, High Farms Road, Glen
Head, New York 11545. Quincy Partners is a
management and buyout firm.
Neither Lion Partners nor Quincy Partners has been
convicted in any criminal proceeding during the last five years.
Neither Lion Partners nor Quincy Partners has been a party
to any civil proceeding of a judicial or administrative body of
competent jurisdiction or is or has been subject to 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 violation with respect to such
laws.
Item 3. Source and Amount of Funds
--------------------------
Lion Partners owned 1,495,184 shares of Common Stock on May
1, 1996 when the Company became subject to the reporting
requirements of the Securities Exchange Act of 1934 pursuant to
an effective registration statement with respect to the Common
Stock. Lion Partners purchased such shares in October 1993 for a
total purchase price of $2.1 million.
The additional 50,000 shares of Common Stock being reported
by Quincy Partners on this Schedule 13D were purchased by Quincy
Partners on May 7, 1996 in a public offering of the Common Stock
of the Company for a total purchase price of $300,000. Quincy
Partners purchased such shares using its working capital.
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<PAGE>
Item 4. Purpose of Transaction
----------------------
The 50,000 shares of Common Stock of the Company were
purchased by Quincy Partner to increase its investment in the
Company.
Item 5. Interest in Securities of the Issuer
------------------------------------
Lion Partners beneficially owns 1,495,184 shares of Common
Stock, representing 39.2% of the total outstanding shares of
Common Stock. Lion Partners has sole power to direct the vote of
these shares and sole power to direct the disposition of the
shares.
Quincy Partners beneficially owns 1,545,184 shares of
Common Stock, representing 40.6% of the total outstanding shares
of Common Stock. With respect to the 1,495,184 shares of Common
Stock owned by Lion Partners, Quincy Partners shares the power to
direct the vote and power to direct the disposition of such
shares. See Item 6 below. With respect to the 50,000 shares of
Common Stock directly owned by Quincy Partners, Quincy Partners
has sole power to direct the vote and sole power to direct the
disposition of such shares.
Item 6. Contracts, Arrangements, Understandings, or
-------------------------------------------
Relationships With Respect to Securities of the Issuer
------------------------------------------------------
Lion Partners beneficially owns 1,495,184 shares of Common
Stock of the Company, representing 39.2% of the total outstanding
shares of Common Stock of the Company. Quincy Partners is the
sole general partner of Lion Partners and owns a 20% interest in
the profits of Lion Partners. Pursuant to the Agreement of
Limited Partnership Agreement of Lion Partners (the "Partnership
Agreement"), Quincy Partners, as general partner, is responsible
for conducting the affairs of Lion Partners, and the limited
partners of Lion Partners have no right to participate in the
management or conduct of the partnership's affairs nor any power
or authority to act for or on behalf of the partnership in any
respect whatsoever. The sole general partner of Quincy Partners
is Sans Peur Corporation. Donald J. Sutherland is the 100% owner
and president of Sans Peur Corporation.
The power of Quincy Partners to dispose of any property of
Lion Partners, including the shares of Common Stock of the
Company, is limited. Pursuant to the Partnership Agreement,
Quincy Partners may not sell any or all of the property of the
partnership without the consent of at least two-thirds of the
partners based upon the partners' relative interests in the
partnership expressed as a percentage of capital contributed to
the partnership. Certain of the limited partners of Lion
Partners, representing 30.94% of the partnership interests, are
affiliated with Quincy Partners, Sans Peur Corporation and/or
Donald J. Sutherland. Mr. Sutherland disclaims beneficial
ownership of the Common Stock owned by Lion Partners except to
the extent of shares of Common Stock attributable to: his 5.95%
limited partnership interest in Lion Partners; his wife's 5.95%
limited partnership interest; an aggregate of 5.95% limited
partnership interest held in trust for the benefit of
-5-
<PAGE>
Mr. Sutherland's five children; the Sans Peur Corporation
Retirement Plan's 11.9% limited partnership interest; and Quincy
Partner's 1.19% limited partnership interest.
As general partner of Lion Partners, Quincy Partners has
authority to vote or direct the vote of Lion Partner's shares of
Common Stock of the Company.
In addition, Mr. Sutherland is Chairman of the Board of the
Company. He holds currently exercisable options to purchase
12,891 shares of Common Stock of the Company at the exercise
price of $6.00 per share.
Item 7. Material to be filed as Exhibits
--------------------------------
Not applicable.
-6-
<PAGE>
SIGNATURES
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After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in the
statement is true, complete and correct.
LION PARTNERS COMPANY L.P.
/s/ Donald J. Sutherland
-----------------------------
By: Donald J. Sutherland
Title: President of General Partner of
General Partner
QUINCY PARTNERS
/s/ Donald J. Sutherland
----------------------------
By: Donald J. Sutherland
Title: President of General Partner
Dated: May 8, 1996
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