SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CHILDREN'S DISCOVERY CENTERS OF AMERICA, INC.
---------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
------------------------------
(Title of Class of Securities)
168757 20 1
--------------
(CUSIP Number)
Mr. Michael J. Connelly
c/o Lepercq Capital Management, Inc.
1675 Broadway, 16th Floor
New York, New York 10019
(212) 698-0700
(Name, Address and Telephone Number of Person
---------------------------------------------
Authorized to Receive Notices and Communications)
March 21, 1995
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(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.
/ /
Page 1 of 9 Pages.
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CUSIP NO. 168757 20 1 Page 2 of 9 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LN Investment Capital Limited Partnership
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
Delaware
Number of Shares 7. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 490,909
Person With
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
490,909
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
490,909
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
14. TYPE OF REPORTING PERSON
PN
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CUSIP NO. 168757 20 1 Page 3 of 9 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael J. Connelly
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 of America
Number of Shares 7. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 24,315
Person With
8. SHARED VOTING POWER
490,909
9. SOLE DISPOSITIVE POWER
24,315
10. SHARED DISPOSITIVE POWER
490,909
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
515,224
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14. TYPE OF REPORTING PERSON
IN
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CUSIP NO. 168757 20 1 Page 4 of 9 Pages
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This Amendment No. 3 restates, supplements and amends the Statement
on Schedule 13D dated November 5, 1992, as amended by Amendment No. 1 dated
May 21, 1993 and Amendment No. 2 dated May 5, 1994, filed by (i) LN
Investment Capital Limited Partnership, a Delaware limited partnership (the
"Reporting Partnership"), and (ii) Michael J. Connelly ("Connelly"), with
regard to the Common Stock, par value $.01 per share ("Common Stock"), of
Children's Discovery Centers of America, Inc., a Delaware corporation.
Information contained in this Amendment No. 3 reflects the
disposition by the Reporting Partnership of a total of 100,000 shares in
three separate transactions, including 25,000 shares on January 23, 1995,
50,000 shares on March 21, 1995 and 25,000 shares on May 2, 1995. All of
the shares of Common Stock disposed of by the Reporting Partnership were
acquired through the conversion of shares of Series A Preferred Stock
issued to the Reporting Partnership in November 1992.
Item 1. Security and Issuer.
-------------------
This statement relates to the Common Stock, $.01 par value ("Common
Stock"), of Children's Discovery Centers of America, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the
Company are located at 851 Irwin Street, Suite 200, San Rafael, California
94901.
Item 2. Identity and Background.
-----------------------
This statement is being filed by (i) LN Investment Capital Limited
Partnership, a Delaware limited partnership (the "Reporting Partnership"),
and (ii) Michael J. Connelly ("Connelly").
The Reporting Partnership is organized under the laws of the State
of Delaware. The principal business of the Reporting Partnership is the
acquisition and holding of principal business and offices of the Reporting
Partnership are located at 1675 Broadway, New York, New York 10019. The
general partners of the Reporting Partnership are (i) Connelly and
(ii) LN General Partners, a New York partnership ("LNGP"). Connelly is
the managing general partner of LNGP and of the Reporting Partnership.
Connelly's business address is 1675 Broadway, New York, New York
10019. Connelly's present principal occupation or employment is president
of Lepercq Capital Management, Inc., a New York corporation ("LCM"). The
principal business of LCM is to manage the investment and income producing
activities of (i) the Reporting Partnership, (ii) Lepercq Investment
Limited
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CUSIP NO. 168757 20 1 Page 5 of 9 Pages
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Partnership-II, a Delaware limited partnership ("LIP-II"), and (iii) LN
Investment Capital Limited Partnership-II, a Delaware limited partnership
("LNIC-II" and collectively with the Reporting Partnership and LIP-II, the
"Lepercq Partnerships"), and to provide management and consulting services
to companies in which the Lepercq Partnerships have made investments.
Connelly is a citizen of the United States.
LNGP was organized under the laws of the State of New York and its
business and principal offices are located at 1675 Broadway, New York, New
York 10019. The principal business of LNGP is to hold its general
partnership interest in the Lepercq Partnerships.
During the last five years, none of Connelly, LNGP or the
Reporting Partnership has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or 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 activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Not applicable.
Item 4. Purposes of the Transaction.
---------------------------
The Reporting Partnership and Connelly acquired the shares of
Common Stock referred to herein for the purpose of investment.
(a)(i) The Reporting Partnership and Connelly intend to
continue to review their investments in the Company. Depending upon the
future evaluations of the business prospects of the Company and upon other
developments, including, but not limited to, general economic and business
conditions and money market and stock market conditions, the Reporting
Partnership and Connelly may determine to increase or decrease their
investments in the Company by acquiring or disposing of additional Common
Stock or other equity securities of the Company.
(ii) The shares of Series A Preferred Stock carry preemptive
rights with respect to any issuance by the Company of any equity security
(subject to the exceptions described in the next sentence) which provide
that in the event that the Company
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CUSIP NO. 168757 20 1 Page 6 of 9 Pages
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issues any shares of Common Stock, securities convertible into Common Stock
or other equity securities (collectively, "New Securities"), the Company
must offer to sell to the Reporting Partnership such number of New
Securities as may be necessary to permit the Reporting Partnership to
maintain the same percentage ownership of Common Stock as it had
immediately prior to the issuance of the New Securities. The Preemptive
rights do not apply to warrants issued to underwriters in a registered
public offering of securities of the Company, securities issuable upon
conversion or exercise of securities issued to officers, directors or
employees of, or consultants to, the Company in consideration for their
services and securities issued by the Company in consideration for the
acquisition by the Company of any other business or interest therein.
(iii) The shares of Series A Preferred Stock are subject to
optional redemption by the Company at certain times and upon the occurrence
of certain events and are subject to mandatory redemption by the Company in
the event of a sale of all or substantially all of the assets of the
Company.
(b) None.
(c) None.
(d) The Company has agreed that, it would elect or appoint as a
Director one person designated by the Reporting Partnership and that such
person would initially be Connelly. The Company also agreed that, so long
as the Reporting Partnership holds more than 5% of the total number of
shares of Common Stock issued and outstanding, the Company will include in
the slate of nominees for election of directors at any meeting of
stockholders of the Company at which directors are to be elected, and will
solicit proxies for, one candidate selected by the Reporting Partnership
who is reasonably acceptable to the Company.
(e) - (j) None.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a)(i) As of the date hereof, the Reporting Partnership
beneficially owned, for purposes of Rule 13d-3 under the Securities
Exchange Act of 1934 (the "Act"), 490,909 shares of Common Stock
(constituting shares of Common Stock issuable to the Reporting Partnership
upon conversion of 2,700 shares of Series A Preferred Stock held by the
Reporting Partnership), representing,
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CUSIP NO. 168757 20 1 Page 7 of 9 Pages
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to the best of the knowledge of the Reporting Partnership, 7.4% of the
issued and outstanding shares of Common Stock.
Connelly, as managing general partner of LNGP and the Reporting
Partnership, may be deemed to have beneficial ownership of the shares of
Common Stock beneficially owned by the Reporting Partnership.
(ii) As of the date hereof, Connelly beneficially owned, for
purposes of Rule 13d-3 under the Act, 515,224 shares of Common Stock (such
amount includes 6,133 shares issuable to Connelly upon exercise of stock
options held by Connelly which are exercisable within 60 days after the
date hereof and 490,909 shares of Common Stock issuable to the Reporting
Partnership upon conversion of 2,700 shares of Series A Preferred Stock
held by the Reporting Partnership), representing, to the best of the
knowledge of Connelly, 7.7% of the issued and outstanding shares of Common
Stock.
(iii) As of the date hereof, the Reporting Partnership and
Connelly, constituting a "group" within the meaning of Section 13(d)(3) of
the Act, collectively owned 515,224 shares of Common Stock (such amount
includes 6,133 shares issuable to Connelly upon exercise of stock options
held by Connelly which are exercisable within 60 days after the date hereof
and 490,909 shares of Common Stock issuable to the Reporting Partnership
upon the conversion of the 2,700 shares of Series A Preferred Stock held by
the Reporting Partnership), constituting, to the best of the knowledge of
the Reporting Partnership and Connelly, approximately 7.7% of the issued
and outstanding shares of Common Stock.
(b) The Reporting Partnership has the power to vote and dispose
of the shares of Common Stock owned by the Reporting Partnership. Connelly
has the power to vote and dispose of the shares of Common Stock owned by
Connelly.
(c) During the 60 days prior to the date of the event requiring
the filing of this Amendment No. 3, and during the 60 days prior to the
date of this Amendment No. 3, the Reporting Partnership effected the
following transactions in the Common Stock:
(i) On January 23, 1995, the Reporting Partnership converted
137.5 shares of Series A Preferred Stock into 25,000 shares of Common Stock
and sold such 25,000 shares of Common Stock in the over-the-counter market.
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CUSIP NO. 168757 20 1 Page 8 of 9 Pages
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(ii) On March 21, 1995, the Reporting Partnership converted 275
shares of Series A Preferred Stock into 50,000 shares of Common Stock and
sold such 50,000 shares of Common Stock in the over-the-counter market.
(iii) On May 2, 1995, the Reporting Partnership converted 137.5
shares of Series A Preferred Stock into 25,000 shares of Common Stock and
sold such 25,000 shares of Common Stock in the over-the-counter market.
Other than as set forth above, neither Connelly, the
Reporting Partnership nor LNGP has effected any transaction in the Common
Stock during the 60 days prior to the date of the event requiring the
filing of this Amendment No. 3, and during the 60 days prior to the date of
this Amendment No. 3.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
-------------------------------------------------------------
Respect to Securities of the Issuer.
-----------------------------------
Except as described in Item 4, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among LNPG, Connelly,
the Reporting Partnership and any other person with respect to any
securities of the Company, including but not limited to transfer or voting
of any such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits or loss, or the giving
or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
--------------------------------
None.
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CUSIP NO. 168757 20 1 Page 9 of 9 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.
Date: June 9, 1995
LN INVESTMENT CAPITAL LIMITED
PARTNERSHIP
By: LN General Partners,
General Partner
By: /s/ Michael J. Connelly
---------------------------
Michael J. Connelly
General Partner
/s/ Michael J. Connelly
--------------------------------
Michael J. Connelly
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