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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. __)*
LYNTON GROUP, INC.
(Name of Issuer)
Common Stock, par value $.30 per share
(Title of Class of Securities)
55175500
(CUSIP Number)
David L. Katsky, Esq.
Esanu Katsky Korins & Siger, LLP
605 Third Avenue
New York, New York 10158
(212) 953-6000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 17, 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. |_|
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.
*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).
(Continued on following pages)
Page 1 of 5 Pages
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CUSIP No. 55175500 SCHEDULE 13D
<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Paul R. Dupee, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
- -----------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
NUMBER OF
SHARES 118,666 5.7%
BENEFICIALLY ----------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0- 0%
PERSON ----------------------------------------------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
118,666 5.7%
----------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0- 0%
- -----------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
118,666
- -----------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
- -----------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
- -----------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
=======================================================================================================================
</TABLE>
Page 2 of 5 Pages
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Item 1. Security and Issuer.
This statement on Schedule 13D ("Schedule") relates to shares of
Common Stock, $.30 par value per share (the "Common Stock"), of Lynton Group,
Inc., a Delaware corporation (the "Issuer"), and to 10% Senior Subordinated
Convertible Debentures due December 31, 1998 (the "Debentures") of the Issuer.
The principal executive office of the Issuer is located at 9 Airport Road,
Morristown Municipal Airport, Morristown, New Jersey 07960.
Item 2. Identity and Background.
The Schedule is being filed by:
1. (a) Paul R. Dupee, Jr. (the "Reporting Person")
(b) 10 Wilton Row, London SW1X 7NR, England
(c) The principal business of the Reporting Person is
acting as a private investor.
(d) During the past five years the Reporting Person has
not been convicted in a criminal proceeding.
(e) During the past five years the Reporting Person has
not been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction as a result of which he was 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.
(f) United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person obtained the funds for the purchase of the
Debentures from personal funds. The amount of funds used by the Reporting
Person on September 17, 1996 (the "Reporting Date") to purchase Debentures, in
the principal amount of $225,000 and convertible into 60,000 shares of Common
Stock, was $67,500. Pursuant to the terms of the Debentures, the Reporting
Person may convert the outstanding principal of each Debenture into shares of
Common Stock at a conversion rate of $3.75 per share of Common Stock (as
adjusted from the original conversion rate of $.625 per share to reflect a
one-for-six reverse stock split effected in June, 1994).
Page 3 of 5 Pages
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Item 4. Purpose of Transaction.
The Reporting Person acquired the Debenture for purposes of
investment.
The Reporting Person does not have any plans or proposals
which relate to or would result in any of the actions set forth in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) On the Reporting Date, the Reporting Person purchased Debentures
in the principal amount of $225,000, which were convertible into 60,000 shares
of Common Stock, at a conversion price of $3.75 per share. Accordingly, as of
the Reporting Date, the Reporting Person beneficially owned an aggregate of
118,666 shares of Common Stock, consisting solely of shares issuable upon the
conversion of Debentures in the aggregate principal amount of $445,000,
representing approximately 5.7% of the outstanding shares of Common Stock
(based on 1,962,177 shares of Common Stock outstanding as reported in the
Issuer's Form 10-Q for the quarter ended June 30, 1996.) The foregoing
includes 58,666 shares of Common Stock, issuable upon conversion of Debentures
in the principal amount of $220,000, acquired by the Reporting Person prior to
the Reporting Date.
(b) The Reporting Person has sole power to vote and to dispose of
118,666 shares of Common Stock (consisting solely of shares issuable upon the
conversion of the Debentures), representing approximately 5.7% of the
outstanding shares of Common Stock (calculated in the manner set forth above).
(c) The Reporting Person did not effect any transactions in the
Debentures or shares of Common Stock of the Issuer during the 60 days
preceding the Reporting Date.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to Be Filed as Exhibits.
None.
Page 4 of 5 Pages
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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.
s/Paul R. Dupee, Jr.
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Dated: February 24, 1998 Paul R. Dupee, Jr.
Page 5 of 5 Pages
