LAZARE KAPLAN INTERNATIONAL INC
10-K/A, 1995-08-31
JEWELRY, SILVERWARE & PLATED WARE
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<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ---------------------------
                                 FORM 10-K/A-1

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 [FEE REQUIRED]

     For the fiscal year ended May 31, 1995

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13  OR 15(d)  OF  THE  SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

     For the transition period from ------ to ------

                         Commission file number 1-7848

                        LAZARE KAPLAN INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                13-2728690
  (State or other  jurisdiction of         (IRS Employer  Identification No.)
   incorporation or organization)


    529 Fifth Avenue, New York, NY                      10017
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code (212) 972-9700


Securities registered pursuant to Section 12(b) of the Act:

    Title of each class                Name of each exchange on which registered
- ----------------------------          ------------------------------------------
 Common Stock ($1 par value)                    American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No ------
                                             ---
     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     As of July 31, 1995, 6,147,808 shares of the registrant's common stock were
outstanding,   and  the   aggregate   market  value  of  common  stock  held  by
non-affiliates of the registrant, computed by reference to the closing price for
the  registrant's  stock  on the  American  Stock  Exchange  at  that  date  was
$15,508,823.

                      DOCUMENTS INCORPORATED BY REFERENCE

     1995   definitive   proxy  statement  to  be  filed  with  the  Commission-
incorporated by reference into Part III.

     1995 Annual Report to  Stockholders  for the fiscal year ended May 31, 1995
to be filed with the Commission-incorporated by reference into Parts II and IV.

<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and
         Reports on Form 8-K

     (c)  Exhibits

          (27) Financial Data Schedule


<PAGE>

                                   SIGNATURE



     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                                                LAZARE KAPLAN INTERNATIONAL INC.


                                                By (s)  Sheldon L. Ginsberg
                                                   -----------------------------
                                                   Sheldon L. Ginsberg
                                                   Vice President and
                                                      Chief Financial Officer


Dated: August 31, 1995

<PAGE>
						EXHIBIT 27

The Schedule contains summary financial information extracted
from the balance sheet and income statement and is qualified
in its entirety by reference to such financial statements.



<TABLE> <S> <C>

<ARTICLE>             5
<MULTIPLIER>          1,000
       
<S>                <C>                          <C>
<PERIOD-TYPE>         12-MOS
<FISCAL-YEAR-END>     MAY-31-1995
<PERIOD-END>                                       MAY-31-1995
<CASH>                                                   2,532
<SECURITIES>                                                 0
<RECEIVABLES>                                           22,522
<ALLOWANCES>                                               220
<INVENTORY>                                             55,734
<CURRENT-ASSETS>                                        86,734
<PP&E>                                                  14,254
<DEPRECIATION>                                           7,550
<TOTAL-ASSETS>                                          99,163
<CURRENT-LIABILITIES>                                   27,444
<BONDS>                                                 26,430
<COMMON>                                                 6,148
                                        0
                                                  0
<OTHER-SE>                                              31,547
<TOTAL-LIABILITY-AND-EQUITY>                            99,163
<SALES>                                                178,143
<TOTAL-REVENUES>                                       178,143
<CGS>                                                  165,686
<TOTAL-COSTS>                                          165,686
<OTHER-EXPENSES>                                        10,386
<LOSS-PROVISION>                                             0
<INTEREST-EXPENSE>                                       3,489
<INCOME-PRETAX>                                         (1,418)
<INCOME-TAX>                                               214
<INCOME-CONTINUING>                                     (1,153)
<DISCONTINUED>                                               0
<EXTRAORDINARY>                                              0
<CHANGES>                                                    0
<NET-INCOME>                                            (1,153)
<EPS-PRIMARY>                                            (0.18)
<EPS-DILUTED>                                            (0.18)
        

</TABLE>


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