UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
The LVI Group Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
502439409
(CUSIP Number)
Check the following box if a fee is being paid with this statement . (A
fee is not required only if the filing 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
five percent or less of such class.) (See Rule 13d-7).
*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 the disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
CUSIP NO. 502439409
13G
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sears, Roebuck and Co. 36-1750680
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
N/A
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
743,878
6 SHARED VOTING POWER
None
7 SOLE DISPOSITIVE POWER
743,878
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
743,878
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.71%
12 TYPE OF REPORTING PERSON*
HC
<PAGE>
Item 1 (a) Name of Issuer:
The LVI Group Inc.
(b) Address of Issuer's Principal Executive Offices:
470 Park Avenue South
New York, NY 10016
Item 2 (a) Name of Person Filing:
Sears, Roebuck and Co.
(b) Address of Principal Business Office:
8000 Sears Tower
Chicago, Illinois 60684
(c) Citizenship:
New York
(d) Title of Class of Securities:
Shares of Common Stock
(e) CUSIP Number:
502439409
Item 3 If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person filing is a:
(a) ( ) Broker or Dealer registered under Section 15 of
the Act
(b) ( ) Bank as defined in section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19)
of the Act
(d) ( ) Investment Company registered under section 8 of
the Investment Company Act
(e) ( ) Investment Adviser registered under section 203
of the Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see subparagraph
240.13d-1(b)(1)(ii)(F)
(g) ( X) Parent Holding Company, in accordance with sub-
paragraph 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) ( ) Group, in accordance with subparagraph 240.13d-1
(b)(1)(ii)(H)
Page 3 of 5 Pages
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Item 4 Ownership.
If the percent of the class owned, as of
December 31 of the year covered by the statement, or as of the last day
of any month described in Rule 13d-1(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and identify
those shares which there is a right to acquire.
(a) Amount Beneficially Owned:
743,878
(b) Percent of Class:
9.71%
(c) Number of shares as to which such person (1)
has:
(i) sole power to vote or to direct the
vote
743,878
(ii) shared power to vote or to direct
the vote
0
(iii) sole power to dispose or to direct
the disposition of (1)
743,878
(iv) shared power to dispose or to direct
the disposition of
0
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities,
check the following ( ).
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
N/A
(1) 743,878 shares of common stock are beneficially owned by Allstate
Life Insurance Company, a subsidiary of Allstate Insurance Company.
Allstate Insurance Company is an indirect subsidiary of Sears, Roebuck
and Co.
Page 4 of 5 Pages
<PAGE>
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security being Reported on by the Parent Holding
Company.
Allstate Life Insurance Company is an insurance
company as that term is defined in Section 3(a)(19) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Item 8 Identification and Classification of Members of the
Group.
N/A
Item 9 Notice of Dissolution of Group.
N/A
Item 10 Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
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.
Date: September 22, 1994
SEARS, ROEBUCK AND CO.
By ALLSTATE LIFE INSURANCE
COMPANY
By_____________________________
Its Authorized Signatory
Page 5 of 5 Pages
