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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
LAZARE KAPLAN INTERNATIONAL INC.
(Name of issuer)
Common Stock, $1.00 Par Value Per Share
(Title of class of securities)
521078-10-5
(CUSIP number)
Warshaw Burstein Cohen Schlesinger & Kuh
555 Fifth Avenue, New York, New York 10017 (212) 984-7700
Attn: Frederick R. Cummings, Jr., Esq.
(Name, address and telephone number of person
authorized to receive notices and communications)
August 28, 1995
(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 this 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 less than five percent of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(Continued on following pages)
Page 1 of 5 pages
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CUSIP No. 521078-10-5 Page 2 of 5 pages
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1. Name of Reporting Person : Adrienne Arsht
S.S. or I.R.S. Identification No. of Above Person
###-##-####
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2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) N/A
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5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization United States
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7. Sole Voting Power -0-
Number of Shares ---------------------------------------------------------
Beneficially 8. Shared Voting Power -0-
Myer Feldman, husband of the reporting person, owns
334,954 shares, over which he has sole voting power.
Owned by Each ---------------------------------------------------------
Reporting 9. Sole Dispositive Power -0-
Person With ---------------------------------------------------------
10. Shared Dispositive Power -0-
Myer Feldman, husband of the reporting person, owns
334,954 shares, over which he has sole dispositive
power.
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person -0-
Myer Feldman, husband of the reporting person, owns 334,954
shares beneficially.
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
Beneficial ownership in the 334,954 shares owned by Myer
Feldman, husband of the reporting person, is disclaimed.
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13. Percent of Class Represented by Amount in Row (11)
None
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14. Type of Reporting Person (See Instructions) IN
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CUSIP No. 521078-10-5 Page 3 of 5 pages
Item 1. Security and Issuer:
Common Stock, par value $1.00 per share ('Common Stock')
Lazare Kaplan International Inc.
529 Fifth Avenue
New York, New York 10017
Item 2. Identity and Background
(a) Adrienne Arsht
(b) Business Address:
Suite 700
1250 Connecticut Avenue, N.W.
Washington, D.C. 20036
(c) Present principal occupation:
Chairman of the Board
Totalbank Corporation of Florida
2720 Coral Way
Miami, Florida 33145
(d) The reporting person has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) during the last five years.
(e) During the last five years, the reporting person has not
been a party to a judicial or administrative civil
proceeding, or subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws as a result of such proceedings.
(f) U.S. Citizenship
Item 3. Source and Amount of Funds or Other Consideration:
Not applicable.
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CUSIP No. 521078-10-5 Page 4 of 5 pages
Item 4. Purpose of Transaction
Not applicable.
The reporting person has no plans to cause or effect a
material change in the issuer's business or corporate
structure by merger, sale of assets, or other form of
reorganization or to take any action to prevent the
acquisition of control by another person through a change in
corporate instruments or membership of the Board of Directors
or through any other means. Nor does the reporting person have
an intention to alter the capitalization or dividend policies
of Common Stock, or to effect any other transaction comparable
in nature to the above. Any future acquisition of Common Stock
is intended to be solely for investment purposes.
Item 5. Interest in Securities of the Issuer:
(a) None. On August 28, 1995, the reporting person made a
gift of 334,954 shares of the Common Stock to the
reporting person's husband, Myer Feldman. The
reporting person disclaims any beneficial ownership
of such shares.
(b) The reporting person has no power (sole or shared) to vote
or dispose of any of such shares.
(c) See paragraph (a).
(d) Not applicable.
(e) On August 28, 1995, the reporting person ceased to be the
beneficial owner of more than five percent of the Common
Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The reporting person has no contract, relationship,
arrangement or understanding with any other person with
respect to the voting or disposition of Common Stock; or any
such arrangement regarding options, puts, calls, or the
division or guarantee of profits in connection therewith; or
with respect to any other transaction or event covered by this
item.
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CUSIP No. 521078-10-5 Page 5 of 5 pages
Item 7. Material to be Filed as Exhibits
Not applicable.
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.
August 31, 1995
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(Date)
Adrienne Arsht
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(Signature)
Adrienne Arsht
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(Name/Title)
