<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
AMENDMENT NO. 4
TO
SCHEDULE 13 D
Under the Securities Exchange Act of 1934
CHILDREN'S DISCOVERY CENTERS OF AMERICA INC.
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(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, NY 10019
(212) 698-0700
(Name, Address and Telephone Number of Person)
---------------------------------------------
(Authorized to receive Notices and Communications)
June 12, 1996
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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.
[ ]
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Page 2 of 9 Pages
CUSIP NO. 168757 20 1
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L.N. 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 450,909
Reporting Person With
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
450,909
10. SHARED DISPOSITIVE POWER
0
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Page 3 of 9 Pages
CUSIP NO. 168757 20 1
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON.
450,909
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions).
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1)
6.7%
14. TYPE OF REPORTING PERSON
PN
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Page 4 of 9 Pages
CUSIP NO. 168757 20 1
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 52,682
by Each Reporting
Person With 8. SHARED VOTING POWER
450,909
9. SOLE DISPOSITIVE POWER
52,682
10. SHARED DISPOSITIVE POWER
450,909
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Page 5 of 9 Pages
CUSIP NO. 168757 20 1
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
503,591
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14. TYPE OF REPORTING PERSON
IN
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Page 6 of 9 Pages
CUSIP NO. 168757 20 1
This Amendment No. 4 supplements and amends Item 5 of the Statement on
Schedule 13D dated November 5, 1992, as amended by Amendment No. 1 dated May 21,
1993, Amendment No. 2 dated May 5, 1994 and Amendment No. 3 dated March 23,
1995, 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. The Common Stock was formerly designated as "Class A Common Stock"
and was referred to as such in the Schedule 13D as initially filed and Amendment
No. 1 thereto. Unless otherwise defined herein, capitalized terms used herein
shall have the meaning ascribed thereto in the Schedule 13D originally filed.
Information contained in this Amendment No. 4 reflects the disposition
by the Reporting Partnership of a total of 40,000 shares in one transaction on
June 12, 1996. 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 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"), 450,909 shares of Common Stock (including 388,182 shares of Common Stock
issuable to the Reporting Partnership upon conversion of 2,135 shares of Series
A Preferred Stock held by the Reporting Partnership), representing to the best
of the knowledge of the Reporting Partnership, 6.7% of the issued and
outstanding shares of Common Stock.
Connelly, as managing general partner of LN General Partners ("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, 503,591 shares of Common Stock (such amount
includes 24,500 shares issuable to Connelly upon exercise of stock options held
by Connelly and 388,182 shares of Common Stock issuable to the Reporting
Partnership upon conversion of 2,135 shares of Series A Preferred Stock held by
the Reporting Partnership), representing, to the best of the knowledge of
Connelly, 7.5% of the issued and outstanding shares of Common Stock.
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CUSIP NO. 168757 20 1 Page 7 of 9 Pages
(iii) As of the date hereof, the Reporting Partnership and Connelly,
constituting a "group" within the meaning of Section 13d-3 of the Act,
collectively owned 503,591 shares of Common Stock (such amount includes 24,500
shares issuable to Connelly upon exercise of stock options held by Connelly and
388,182 shares of Common Stock issuable to the Reporting Partnership upon the
conversion of the 2,135 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 7.5% 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. 4, and during the 60 days prior to the date of this
Amendment No. 4, the Reporting Partnership effected the following transactions
in the Common Stock:
(i) On June 12, 1996, the Reporting Partnership sold 40,000 shares of
Common Stock in the over-the-counter market.
Other than as set forth above, neither Connelly, the Reporting Person
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.4, and
during the 60 days prior to the date of this Amendment No. 4.
(c) Not applicable.
(d) Not applicable.
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Page 8 of 9 Pages
CUSIP NO. 168757 20 1
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: February 14, 1996
LN INVESTMENT CAPITAL LIMITED
PARTNERSHIP
By: LN General Partners,
General Partner
By: /s/ MICHAEL J. CONNELLY
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Michael J. Connelly
General Partner
/s/ MICHAEL J. CONNELLY
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Michael J. Connelly
