<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
L.A. GEAR, INC.
---------------
(Name of Issuer)
COMMON STOCK
---------------
(Title of Class of Securities)
501708-10-1
---------------
(CUSIP Number)
Robert G. Moskowitz
Trefoil Capital Investors, L.P.
4444 Lakeside Drive
Burbank, California 91505
(818) 845-4444)
---------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 12, 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 / /
Check the following box if a fee is being paid with this
statement / /. (A fee is not required only if the reporting
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.)
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.).
Page 1 of 5
<PAGE>
SCHEDULE 13D
CUSIP No. 501708-10-1 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Trefoil Capital Investors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,107,902 shares of Series B Preferred Stock
1,000,000 shares of Common Stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,107,902 shares of Series B PreferredStock
1,000,000 shares of Common Stock
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,107,902 shares of Series B Preferred Stock
1,000,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) /x/
EXCLUDES CERTAIN SHARES*
see Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11)
44.3%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5
<PAGE>
This Statement relates to Schedule 13D filed on June 6,
1991 (the "Schedule 13D") by Trefoil Capital Investors,
L.P., a Delaware Limited Partnership ("Trefoil"), with
regard to beneficial ownership of the common stock, no par
value (the "Common Stock") of L.A. Gear, Inc., a California
corporation (the "Company") and constitutes Amendment No. 11
to Schedule 13D ("Amendment No. 11"). Capitalized terms
used herein not otherwise defined shall have the meaning
assigned to such terms in the Schedule 13D, as amended to
date.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of Schedule 13D is hereby amended and
supplemented to include the following:
The 1,107,902 shares of Series B Preferred Stock were
acquired in exchange for all of the 1,000,000 issued and
outstanding shares of Series A Preferred Stock owned by
Trefoil on the basis of one share of Series B Preferred
Stock for each share of Series A Preferred Stock and one
share of Series B Preferred Stock (rounded up to the next
whole share) for each $100 (the original purchase price paid
by Trefoil for shares of Series A Preferred Stock) of the
sum of (i) accrued and unpaid dividends as of November 30,
1995, (ii) additional dividends accruing at the rate of 7.5%
per annum during the period from December 1, 1995 to the
date of exchange on accrued and unpaid dividends as of
November 30, 1995, and (iii) current dividends accruing at
the rate of 7.5% per annum from December 1, 1995 to the date
of exchange.
Item 4. Purpose of Transaction
Item 4 of Schedule 13D is hereby amended and
supplemented to include the following:
On April 12, 1996, pursuant to a Share Exchange
Agreement dated December 12, 1995 (the "Exchange Agreement")
Trefoil exchanged all of the 1,000,000 issued and
outstanding shares of Series A Preferred Stock owned by it
for an aggregate of 1,107,902 shares of Series B Preferred
Stock.
Subject to the foregoing, Trefoil has no plans or
proposals which relate to or would result in any such
transaction, event or action as is enumerated in paragraphs
(a) through (j) of Item 4 to the form of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5(a) of Schedule 13D is hereby amended and
supplemented to include the following:
Page 3 of 5
<PAGE>
(a) For purposes of Rule 13d-3 promulgated under the
Exchange Act, Trefoil may be deemed the owner of
approximately 17,413,568 shares of Common Stock,
constituting approximately 44.3% of the issued and
outstanding shares of Common Stock after giving effect to
the conversion of all of the outstanding shares of Series B
Preferred Stock. For purposes of Rule 13d-3 promulgated
under the Exchange Act, TII may be deemed to be the
beneficial owner of such shares of Common Stock by virtue of
its being the general partner of Trefoil. In addition,
dividends on the Series B Preferred Stock, payable through
November 30, 1996 may, at the option of the Company, be paid
in shares of Series B Preferred Stock valued at $100 per
share and, upon conversion of the Series B Preferred Stock,
Trefoil will be entitled to receive accrued and unpaid
dividends payable by the Company in cash (to the extent
funds are available therefor), or, if not paid by the
Company upon Conversion of the Series B Preferred Stock at
the election of the holder of the shares being converted, be
converted into Common Stock at a price per share equal to
the conversion price (currently $6.75 per share) or continue
to be treated as accrued and unpaid dividends. Dividends
with respect to the Series B Preferred Stock accrue at the
rate of 7.50% per year and if in arrearage at a rate of
8.625% until all dividend arrearages are paid.
Pursuant to Rue 13d-4 promulgated under the Exchange
Act, Trefoil disclaims beneficial ownership in any shares of
Common Stock beneficially owned by Stanley P. Gold (Chairman
of the Board, Chief Executive Officer and a director of the
Company and President and a Managing Director of TII) or
Robert G. Moskowitz (a director of the Company and a
Managing Director of TII).
Item 5(b) of Schedule 13D is hereby amended and
supplemented to include the following:
(b) As of the date of this Amendment No. 11, Trefoil
has the sole power to vote, and the sole power to dispose of
shares of Series B Preferred Stock.
Item 5(c) of Schedule 13D is hereby amended and
supplemented to include the following:
(c) As described in Item 4 above, on April 12, 1996
Trefoil acquired 1,107,902 shares of Series B Preferred
Stock from the Company in exchange for all of the 1,000,000
issued and outstanding shares of Series A Preferred Stock
owned by it.
Except as described above in this Item 5(c), neither
Trefoil nor TII nor to the best knowledge of Trefoil, any of
the executive officers or directors of TII has effected any
transaction in shares of Common Stock or any shares of
Series B Preferred Stock during the sixty (60) days
preceding the date of this Amendment No. 11.
Page 4 of 5
<PAGE>
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.
Dated: April 15, 1996 TREFOIL CAPITAL INVESTORS L.P.
By: TREFOIL INVESTORS, INC.,
its General Partner
By: /s/Robert G. Moskowitz
------------------------
Name: Robert G. Moskowitz
Title: Managing Director
Page 5 of 5
