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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
December 23, 1997
(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 4 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.
- -------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
- -------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- -------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- -------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,654,725 34.5%
BENEFICIALLY -------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0- 0%
PERSON -------------------------------------------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,654,725 34.5%
-------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0- 0%
- -------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,654,725
- -------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
- -------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.5%
- -------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2 of 4 Pages
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Item 1. Security and Issuer.
This statement, dated December 23, 1997 (the "Reporting Date"),
constitutes Amendment No. 2 (the "Amendment") to the Schedule 13D, dated
September 17, 1996, as heretofore amended (the "Schedule"), regarding the
ownership by Paul R. Dupee, Jr. (the "Reporting Person") of 8% Subordinated
Convertible Debentures due December 31, 2007 (the "8% Debentures") and shares
of Common Stock of Lynton Group, Inc. (the "Issuer"). All capitalized terms
used herein and otherwise undefined shall have the respective meanings
ascribed thereto in the Schedule.
This Amendment is filed in accordance with Rule 13d-2 of the
Securities Exchange Act of 1934, as amended, and refers only to information
which has materially changed since the filing of the Schedule.
Item 3. Source and Amount of Funds or Other Consideration.
The $1,306,240 the Reporting Person used to purchase the 8%
Debentures in the principal amount of $1,306,240 on the Reporting Date was
derived from personal funds.
Item 5. Interest in Securities of the Issuer.
(a) As of the Reporting Date, the Reporting Person beneficially owned
an aggregate of 2,654,725 shares of Common Stock (including 1,306,240 shares
issuable upon the conversion of the 8% Debentures at a conversion price of
$1.00 per share), representing approximately 34.5% of the outstanding shares
of Common Stock (based on 6,394,872 shares of Common Stock outstanding, as
reported in the Issuer's Form 10-K for the year ended September 30, 1997).
This total includes 1,348,485 shares of Common Stock which the Reporting
Person had transferred in April 1997 to PCE Investments (Guernsey) Ltd.
("PCE"), a corporation controlled by the Reporting Person, to hold such shares
as his nominee. On December 11, 1997, PCE canceled and rescinded such
transfer, agreeing to effect the registration of such shares back into the
name of the Reporting Person.
(b) Mr. Dupee has sole power to vote and to dispose of 2,654,725
shares of Common Stock, representing approximately 34.5% of the outstanding
shares of Common Stock (including the 1,306,240 shares issuable upon the
conversion of the 8% Debenture).
(c) The Reporting Person did not effect any transactions in the 8%
Debentures or shares of Common Stock of the Issuer during the 60 days
preceding the Reporting Date.
Page 3 of 4 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.
----------------------------
Dated: February 24, 1998 Paul R. Dupee, Jr.
Page 4 of 4 Pages
