<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 7)
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)
April 30, 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 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 9 pages
<PAGE>
<PAGE>
CUSIP NO. 521078-10-5 Page 2 of 9 pages
_______________________________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Maurice Tempelsman
S.S. No. ###-##-####
_______________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [X]
(b) [ ]
_______________________________________________________________________________
3. SEC Use Only
_______________________________________________________________________________
4. Source of Funds (See Instructions) N/A
_______________________________________________________________________________
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
_______________________________________________________________________________
6. Citizenship or Place of Organization United States
_______________________________________________________________________________
7. Sole Voting Power 3,865,350
Number of Shares
___________________________________________________
Beneficially 8. Shared Voting Power 0
Owned by Each
___________________________________________________
Reporting 9. Sole Dispositive Power 3,865,350
Person With
___________________________________________________
10. Shared Dispositive Power 0
_______________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 3,865,350
_______________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
_______________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11) 62.8%
_______________________________________________________________________________
14. Type of Reporting Person (See Instructions) IN
<PAGE>
<PAGE>
CUSIP No. 521078-10-5 Page 3 of 9 pages
_______________________________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Leon Tempelsman
S.S. No. ###-##-####
_______________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [X]
(b) [ ]
_______________________________________________________________________________
3. SEC Use Only
_______________________________________________________________________________
4. Source of Funds (See Instructions) N/A
_______________________________________________________________________________
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
_______________________________________________________________________________
6. Citizenship or Place of Organization United States
_______________________________________________________________________________
7. Sole Voting Power 1,681,895
Number of Shares
___________________________________________________
Beneficially 8. Shared Voting Power 0
Owned by Each
___________________________________________________
Reporting 9. Sole Dispositive Power 1,589,873
Person With
___________________________________________________
10. Shared Dispositive Power 0
_______________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 1,887,445
_______________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
_______________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11) 30.7%
_______________________________________________________________________________
14. Type of Reporting Person (See Instructions) IN
<PAGE>
<PAGE>
CUSIP No. 521078-10-5 Page 4 of 9 pages
_______________________________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Leon Tempelsman & Son
I.R.S. No. 13-3208438
_______________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [X]
(b) [ ]
_______________________________________________________________________________
3. SEC Use Only
_______________________________________________________________________________
4. Source of Funds (See Instructions) N/A
_______________________________________________________________________________
5. Check 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 1,528,416
Number of Shares
__________________________________________________
Beneficially 8. Shared Voting Power 0
Owned by Each
__________________________________________________
Reporting 9. Sole Dispositive Power 1,528,416
Person With
__________________________________________________
10. Shared Dispositive Power 0
_______________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 1,528,416
_______________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
_______________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11) 24.8%
_______________________________________________________________________________
14. Type of Reporting Person (See Instructions) PN
<PAGE>
<PAGE>
CUSIP No. 521078-10-5 Page 5 of 9 pages
The Schedule 13D originally filed with the Securities and
Exchange Commission (the "SEC") on September 27, 1983 is hereby amended and
restated in its entirety.
Item 1. Security and Issuer
This statement (the "Statement") relates to the Common Stock, par
value $1.00 per share ("Common Stock"), of Lazare Kaplan International Inc., a
Delaware corporation ("LKI"), whose principal executive offices are located at
529 Fifth Avenue, New York, New York 10017.
Item 2. Identity and Background
a. This Statement is being filed on behalf of Maurice Tempelsman,
Leon Tempelsman, and Leon Tempelsman & Son, a New York limited partnership of
which Maurice Tempelsman and Leon Tempelsman are the general partners ("LTS").
b. The business address for each of Maurice Tempelsman, Leon
Tempelsman and LTS is 529 Fifth Avenue, New York, New York 10017.
c. The present principal occupation or employment of Maurice
Tempelsman is Chairman of the Board of Lazare Kaplan International Inc. The
present principal occupation or employment of Leon Tempelsman is President of
Lazare Kaplan International Inc. The principal business of LTS is seeking
venture capital opportunities as well as the rendering of advisory services in
international exploration, development, mining and manufacturing activities
relating to various minerals.
d. During the last five years, neither LTS, Maurice Tempelsman
nor Leon Tempelsman has been convicted in a criminal proceeding.
e. During the last five years, neither LTS, Maurice Tempelsman
nor Leon Tempelsman was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating
<PAGE>
<PAGE>
CUSIP No. 521078-10-5 Page 6 of 9 pages
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
f. LTS is a New York limited partnership. Each of Maurice
Tempelsman and Leon Tempelsman are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of the Transaction
Not applicable.
Item 5. Interest In Securities of the Issuer
LTS is the record owner of 1,528,416 shares of Common stock
representing 24.8% of the issued and outstanding shares of Common Stock of LKI.
The following sales of Common Stock, all of which were effected
in open market transactions, have been made by Maurice Tempelsman since the
filing of Amendment No. 6:
<TABLE>
<CAPTION>
Date No. of Shares Price per Share
---- ------------- ---------------
<S> <C> <C>
4/17/96 2,700 $11.33
4/18/96 7,300 $11
4/22/96 6,400 $11.0273
4/23/96 2,600 $11
4/24/96 16,600 $11.0233
</TABLE>
The following bona fide gifts of Common Stock have been made by
Maurice Tempelsman since the filing of Amendment No.6:
<TABLE>
<CAPTION>
Date No. of Shares
---- -------------
<S> <C>
12/22/94 10,700
3/26/96 12,480
</TABLE>
Maurice Tempelsman is the record and beneficial owner of
2,336,934 shares of Common Stock and is deemed to
<PAGE>
<PAGE>
CUSIP No. 521078-10-5 Page 7 of 9 pages
own beneficially the 1,528,416 shares of Common Stock owned by LTS.
Mr. Tempelsman has sole power to vote and dispose of all of the foregoing
shares, or an aggregate of 3,865,350 shares of Common Stock, representing
62.8% of the issued and outstanding Common Stock of LKI.
Leon Tempelsman is the record holder of 61,457 shares of Common
Stock, of which 34,641 shares are held as custodian for his children. Mr.
Tempelsman is deemed to own beneficially 2,240 shares held of record by his
spouse, an aggregate of 53,541 shares held of record by his two sisters, 34,641
shares held of record by one of his sisters as custodian for her children, and
1,600 shares held of record by his brother-in-law, as to all of which shares Mr.
Tempelsman has been granted a proxy. In addition, Mr. Tempelsman is deemed to
own beneficially the 1,528,416 shares of Common Stock owned by LTS and 205,550
shares of Common Stock which are the subject of currently exercisable options
granted to Mr. Tempelsman pursuant to LKI's 1988 Stock Option Incentive Plan.
Mr. Tempelsman has sole power to vote all of the foregoing shares, or an
aggregate of 1,887,445 shares of Common Stock representing 30.7% of the issued
and outstanding Common Stock of LKI, and has sole power to dispose of the 61,457
shares held by him of record, the 205,550 shares issued to him upon the exercise
of his options, and the 1,528,416 shares held by LTS.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer
___________________________________________________________
Each of Cathy Tempelsman, Marcy Tempelsman Meiller, Rena Speisman
and Scott Meiller, Leon Tempelsman's wife, sisters and brother-in-law,
respectively, has appointed Mr. Tempelsman proxy to represent each of them at
any annual or special meeting of shareholders of LKI held on or prior to
December 31, 2001, and to vote all shares of Common Stock of LKI which such
person would be entitled to vote thereat.
<PAGE>
<PAGE>
CUSIP No. 521078-10-5 Page 8 of 9 pages
Item 7. Material to be Filed as Exhibits
(i) Agreement of Joint Filing of Schedule 13D among Maurice
Tempelsman, Leon Tempelsman and Leon Tempelsman & Son
(previously filed).
(ii) (a) Proxy, dated May 8, 1996, from Cathy Tempelsman to
Leon Tempelsman.
(b) Proxy, dated May 8, 1996, from Marcy
Tempelsman Meiller to Leon Tempelsman.
(c) Proxy, dated May 8, 1996, from Rena Speisman to Leon
Tempelsman.
(d) Proxy, dated May 8, 1996, from Scott Meiller to Leon
Tempelsman.
<PAGE>
<PAGE>
CUSIP No. 521078-10-5 Page 9 of 9 pages
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, each of the undersigned certifies that the
information set forth in this Amendment No. 7 to the Schedule 13D filed by the
undersigned is true, complete and correct.
May 13, 1996
/s/ Maurice Tempelsman
______________________________________
Maurice Tempelsman
/s/ Leon Tempelsman
______________________________________
Leon Tempelsman
Leon Tempelsman & Son
By: /s/ Maurice Tempelsman
______________________________________
Maurice Tempelsman,
General Partner
By: /s/ Leon Tempelsman
______________________________________
Leon Tempelsman,
General Partner
<PAGE>
<PAGE>
May 8, 1996
Mr. Leon Tempelsman
529 Fifth Avenue
New York, New York 10017
Dear Leon:
As you are a member of the Board of Directors of Lazare Kaplan
International Inc. ("LKI"), I feel that you are better qualified than I to vote
the shares of Common Stock of LKI held by me. As such, I hereby appoint you,
Leon Tempelsman, proxy, on my behalf and in my name, to represent me at any
Annual or Special Meetings of the Shareholders of LKI held on or prior to
December 31, 2001, to vote all shares of Common Stock of LKI which I would be
entitled to vote if then and there personally present on any and all matters to
come before such Meetings and to vote on all shares of Common Stock of LKI which
I would be entitled to vote on any matters submitted to a vote of shareholders
of LKI other than at such a Meeting of Shareholders.
Very truly yours,
/s/ Cathy Tempelsman
---------------------------
Cathy Tempelsman
<PAGE>
<PAGE>
May 8, 1996
Mr. Leon Tempelsman
529 Fifth Avenue
New York, New York 10017
Dear Leon:
As you are a member of the Board of Directors of Lazare Kaplan
International Inc. ("LKI"), I feel that you are better qualified than I to vote
the shares of Common Stock of LKI held by me. As such, I hereby appoint you,
Leon Tempelsman, proxy, on my behalf and in my name, to represent me at any
Annual or Special Meetings of the Shareholders of LKI held on or prior to
December 31, 2001, to vote all shares of Common Stock of LKI which I would be
entitled to vote if then and there personally present on any and all matters to
come before such Meetings and to vote on all shares of Common Stock of LKI which
I would be entitled to vote on any matters submitted to a vote of shareholders
of LKI other than at such a Meeting of Shareholders.
Very truly yours,
/s/ Marcy Tempelsman Meiller
---------------------------
Marcy Tempelsman Meiller
<PAGE>
<PAGE>
May 8, 1996
Mr. Leon Tempelsman
529 Fifth Avenue
New York, New York 10017
Dear Leon:
As you are a member of the Board of Directors of Lazare Kaplan
International Inc. ("LKI"), I feel that you are better qualified than I to vote
the shares of Common Stock of LKI held by me. As such, I hereby appoint you,
Leon Tempelsman, proxy, on my behalf and in my name, to represent me at any
Annual or Special Meetings of the Shareholders of LKI held on or prior to
December 31, 2001, to vote all shares of Common Stock of LKI which I would be
entitled to vote if then and there personally present on any and all matters to
come before such Meetings and to vote on all shares of Common Stock of LKI which
I would be entitled to vote on any matters submitted to a vote of shareholders
of LKI other than at such a Meeting of Shareholders.
Very truly yours,
/s/ Rena Speisman
---------------------------
Rena Speisman
<PAGE>
<PAGE>
May 8, 1996
Mr. Leon Tempelsman
529 Fifth Avenue
New York, New York 10017
Dear Leon:
As you are a member of the Board of Directors of Lazare Kaplan
International Inc. ("LKI"), I feel that you are better qualified than I to vote
the shares of Common Stock of LKI held by me. As such, I hereby appoint you,
Leon Tempelsman, proxy, on my behalf and in my name, to represent me at any
Annual or Special Meetings of the Shareholders of LKI held on or prior to
December 31, 2001, to vote all shares of Common Stock of LKI which I would be
entitled to vote if then and there personally present on any and all matters to
come before such Meetings and to vote on all shares of Common Stock of LKI which
I would be entitled to vote on any matters submitted to a vote of shareholders
of LKI other than at such a Meeting of Shareholders.
Very truly yours,
/s/ Scott Meiller
---------------------------
Scott Meiller
