SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Amendment No.2
Under the Securities Exchange Act of 1934
Victoria Creations Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92624D104
(CUSIP Number)
Check the following box if a fee is being paid with this
statement.
( )
The information required in the remainder of this cover page
(except any items to which the form provides a cross-reference)
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.
CUSIP No.
92624D104
1) Names of Reporting Person
Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325
2) Check the Appropriate box if a Member of a Group
(a) ( X ) Sole
(b) ( ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
212,693
6) Shared Voting Power
-0-
7) Sole Dispositive Power
212,693
8) Shared Dispositive Power
9,000
9) Aggregate Amount Beneficially Owned by Each Reporting Person
221,693
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
2.95%
12) Type of Reporting Person
HC/CO
Item 1(a). Name of Issuer: Victoria Creations Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
101 E. 52nd Street
New York, NY 10022
Item 2(a). Name of Person Filing:
Lehman Brothers Holdings Inc.
Item 2(b). Address of Principal Business Office:
3 World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Common
Item 2(e). CUSIP Number:
92624D104
Item 3. Information if statement is filed pursuant to Rules
13d-1(b) or 13d-2(b):
The person filing this statement is Lehman Brothers Holdings
Inc., a parent holding company in accordance with Section 240.13d-
1(b)(ii)(G).
Item 4. Ownership
(a) Amount Beneficially Owned as of: December 31, 1994
See Item 9 of cover pages
(b) Percent of Class:
See Item 11 of cover pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition
(iv) shared power to dispose or to direct the disposition
See Items 5-8 of cover pages
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
which
Acquired the Security being reported on by the Parent Holding
Company
The relevant subsidiary is Lehman Brothers Inc., a Broker/Dealer
registered under Section 15 of the Securities Exchange Act of
1934.
Item 8. Identification and Classification of Members of the
Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
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 purposes or effect.
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and
correct.
Dated: December 31, 1994
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Vice President
Assistant Secretary
ldm/victoria.13g
Attachment No. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 1
Victoria Creations Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
92624D104000
(CUSIP Number)
Check the following box if a fee is being paid with this
statement.
( )
The information required in the remainder of this cover page
(except any items to which the form provides a cross-reference)
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.
CUSIP No.
92624D104000
1) Names of Reporting Person
Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above Person
13-2518466
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With
5) Sole Voting Power
375,793
6) Shared Voting Power
-0-
7) Sole Dispositive Power
375,793
8) Shared Dispositive Power
9,000
9) Aggregate Amount Beneficially Owned by Each Reporting Person
384,793
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
5.13%
12) Type of Reporting Person
BD
CUSIP No.
92624D104000
1) Names of Reporting Person
Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
375,793
6) Shared Voting Power
-0-
7) Sole Dispositive Power
375,793
8) Shared Dispositive Power
9,000
9) Aggregate Amount Beneficially Owned by Each Reporting Person
384,793
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
5.13%
12) Type of Reporting Person
HC/CO
CUSIP No.
92624D104000
1) Names of Reporting Person
American Express Company
S.S. or I.R.S. Identification No. of Above Person
13-4922250
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned
by Each Reporting Person With
5) Sole Voting Power
375,793
6) Shared Voting Power
-0-
7) Sole Dispositive Power
375,793
8) Shared Dispositive Power
9,000
9) Aggregate Amount Beneficially Owned by Each Reporting Person
384,793
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
5.13%
12) Type of Reporting Person
HC/CO
Item 1(a). Name of Issuer: Victoria Creations Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
30 Jefferson Park Road
Warwick, RI 02888
Item 2(a). Name of Person Filing:
Lehman Brothers Inc.
Lehman Brothers Holdings Inc.
American Express Company
Item 2(b). Address of Principal Business Office:
3 World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Common
Item 2(e). CUSIP Number:
92624D104000
Item 3. Information if statement is filed pursuant to Rules
13d-1(b) or 13d-2(b):
The persons filing this statement are Lehman Brothers Inc., a
Broker/Dealer registered under Section 15 of the Act, and Lehman
Brothers Holdings Inc. and American Express Company, parent
holding companies in accordance with Section 240.13d-1(b)(ii)(G).
Item 4. Ownership
(a) Amount Beneficially Owned as of: December 31, 1993
See Item 9 of cover pages
(b) Percent of Class:
See Item 11 of cover pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition
(iv) shared power to dispose or to direct the disposition
See Items 5-8 of cover pages
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security being
reported on by the Parent Holding Company
See Exhibit 1
Item 8. Identification and Classification of Members of the
Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
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 purposes or effect.
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and
correct.
Dated: December 31, 1993
LEHMAN BROTHERS INC.
By:_____________________________
Name: Karen C. Manson
Title: First Vice President
Secretary
LEHMAN BROTHERS HOLDINGS INC.
By:______________________________
Name: Karen C. Manson
Title: Vice President
Assistant Secretary
AMERICAN EXPRESS COMPANY
By:_____________________________
Name: Karen C. Manson
Title: Authorized Representative
Exhibit Index
Exhibit I Identification and Classification of Relevant
Subsidiaries
EXHIBIT I
TO SCHEDULE 13G
The persons filing this statement are Lehman Brothers Inc., a
registered Broker/Dealer and Lehman Brothers Holdings Inc. and
American Express Company, parent holding companies. The
relevant subsidiary is Lehman Brothers Inc.
Attachment No.2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Victoria Creations Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
92624D104
(CUSIP Number)
Check the following box if a fee is being paid with this
statement.
(X)
The information required in the remainder of this cover page
(except any items to which the form provides a cross-reference)
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.
CUSIP No.
92624D104
1) Names of Reporting Person
Shearson Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above Person
13-2518466
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With
5) Sole Voting Power
379,918
6) Shared Voting Power
-0-
7) Sole Dispositive Power
379,918
8) Shared Dispositive Power
11,000
9) Aggregate Amount Beneficially Owned by Each Reporting Person
390,918
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
5.2%
12) Type of Reporting Person
BD
CUSIP No.
92624D104
1) Names of Reporting Person
American Express Company
S.S. or I.R.S. Identification No. of Above Person
13-4922250
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned
by Each Reporting Person With
5) Sole Voting Power
379,918
6) Shared Voting Power
-0-
7) Sole Dispositive Power
379,918
8) Shared Dispositive Power
11,000
9) Aggregate Amount Beneficially Owned by Each Reporting Person
390,918
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
5.2%
12) Type of Reporting Person
HC/CO
Item 1(a). Name of Issuer: Victoria Creations Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
30 Jefferson Park Road
Warwick, RI 02888
Item 2(a). Name of Person Filing:
Shearson Lehman Brothers Inc.
American Express Company
Item 2(b). Address of Principal Business Office:
American Express Tower
World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Common
Item 2(e). CUSIP Number:
92624D104
Item 3. Information if statement is filed pursuant to Rules
13d-1(b) or 13d-2(b):
The persons filing this statement are Lehman Brothers Inc., a
Broker/Dealer registered under Section 15 of the Act, and Lehman
Brothers Holdings Inc. and American Express Company, parent
holding companies in accordance with Section 240.13d-1(b)(ii)(G).
Item 4. Ownership
(a) Amount Beneficially Owned as of: December 31, 1992
See Item 9 of cover pages
(b) Percent of Class:
See Item 11 of cover pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition
(iv) shared power to dispose or to direct the disposition
See Items 5-8 of cover pages
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security being reported on by the Parent
Holding Company
See Exhibit 1
Item 8. Identification and Classification of Members of the
Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
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 purposes or effect.
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and
correct.
Dated: February 12, 1993
SHEARSON LEHMAN BROTHERS INC.
By:_____________________________
Name: Karen C. Manson
Title: First Vice President
Secretary
AMERICAN EXPRESS COMPANY
By:_____________________________
Name: Karen C. Manson
Title: Authorized Representative
Exhibit Index
Exhibit I Identification and Classification of Relevant
Subsidiaries
Exhibit II Statement of Shearson Lehman Brothers Inc.
Exhibit III Statement of American Express Company
EXHIBIT I
TO SCHEDULE 13G
The persons filing this statement are Shearson Lehman Brothers
Inc., a registered Broker/Dealer and American Express Company, a
parent holding company. The relevant subsidiary is Shearson
Lehman Brothers Inc.
EXHIBIT II
to
SCHEDULE 13G
under the
Securities Exchange Act of 1934
Pursuant to Rule 13d-1(f) (1) Shearson Lehman Brothers Inc.,
affirms it is
individually eligible to use Schedule 13G and agrees that this
Schedule is filed on its behalf.
Shearson Lehman Brothers Inc.
/s/ Karen C. Manson
By:------------------------
Name: Karen C. Manson
Title: Senior Vice President
Secretary
EXHIBIT III
to
SCHEDULE 13G
under the
Securities Exchange Act of 1934
American Express Company, 3 World Financial Center, New York, New
York disclaims beneficial ownership of the securities referred to
in the Schedule 13G to which this exhibit is attached, and the
filing of this Schedule 13G shall not be construed as an
admission
that American Express Company is, for the purpose of Section
13(d)
or 13(g) of the Securities Exchange Act of 1934, the beneficial
owner of any securities covered by this Schedule 13G.
Pursuant to Rule 13d-1(f)(1) and subject to the preceding
disclaimer, American Express Company affirms it is individually
eligible to use Schedule 13G and agrees that this Schedule
is filed on its behalf, and authorizes the President, any Vice
President, the Comptroller, the Secretary, and the General
Counsel
or any Associate General Counsel, each with power to act
singly, of each subsidiary of American Express Company making
this
filing to sign this statement on behalf of American Express
Company.
AMERICAN EXPRESS COMPANY
/s/ Stephen P. Norman
By:-------------------------
Name: Stephen P. Norman
Title: Secretary
ldm/victoria.13g
