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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.:
Name of Issuer: Lanesborough Corp.
Title of Class of Securities: Common Shares
CUSIP Number: 824 99Y 002
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
James D. Bennett, Bennett Management Corporation, 2 Stamford
Plaza, Suite 1501, 281 Tresser Boulevard, Stamford, CT 06901;
(203) 353-3101
(Date of Event which Requires Filing of this Statement)
December 18, 1996
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 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
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).
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CUSIP No. 824 99Y 002
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James D. Bennett ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
1,820
8. Shared Voting Power:
5,045
9. Sole Dispositive Power:
1,820
10. Shared Dispositive Power:
5,045
11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,865
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
6.9%
14. Type of Reporting Person
IN
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CUSIP No. 824 99Y 002
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Restructuring Capital Associates, L.P. 13-3526880
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF
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 Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
5,045
9. Sole Dispositive Power:
10. Shared Dispositive Power:
5,045
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,045
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
5.0%
14. Type of Reporting Person
PN (IA)
5
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CUSIP No. 824 99Y 002
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bennett Restructuring Fund, L.P. 13-3526877
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
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 Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
5,045
9. Sole Dispositive Power:
10. Shared Dispositive Power:
5,045
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,045
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
5.0%
14. Type of Reporting Person
PN
7
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Item 1. Security and Issuer
This statement relates to common shares (the "Shares")
of Lanesborough Corp. (the "Company"). The Company's principal
executive office is located at 65 East 55th Street, New York, NY
10022.
Item 2. Identity and Background
This statement is being filed on behalf of James D.
Bennett, Restructuring Capital Associates, L.P. ("RCA") and
Bennett Restructuring Fund, L.P. (the "Partnership"), the latter
two each a Delaware limited partnership. Their address is 2
Stamford Plaza, Suite 1501, 281 Tresser Boulevard, Stamford,
Connecticut 06901.
Mr. Bennett is the sole shareholder and President of
Bennett Capital Corporation ("BCC"). BCC is the sole general
partner of RCA, which is the sole general partner of the
Partnership. The Partnership is a private investment
partnership. The principal address of BCC is also 2 Stamford
Plaza, Suite 1501, 281 Tresser Boulevard, Stamford, Connecticut
06901. The principal business of Mr. Bennett and RCA is to act
as an investment manager.
Mr. Bennett is also the president and controlling
shareholder of Bennett Offshore Investment Corporation, an entity
that is the investment manager of Bennett Offshore Restructuring
Fund, Inc. ("Bennett Offshore"), an offshore investment
corporation.
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None of Mr. Bennett, RCA or the Partnership has, during
the last five years, been convicted in any criminal proceeding.
None of Mr. Bennett, RCA or the Partnership has, during
the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which
resulted in 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 violations with
respect to such laws.
Mr. Bennett is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Bennett is deemed to
beneficially own 6,865 Shares. Of that amount, 5,045 Shares are
held by the Partnership and 1,820 Shares are held by Bennett
Offshore over each of which Mr. Bennett has investment
discretion. RCA has investment discretion over the Partnership.
Shares were acquired in connection with the purchase of the
Company's bonds, for an additional consideration of $68.85.
Item 4. Purpose of Transaction
The Shares beneficially owned by Mr. Bennett, RCA
and the Partnership were acquired solely through the
purchase of the Company's bonds and are being held for
investment purposes.
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None of Mr. Bennett, RCA or the Partnership has any
plan or proposal which relates to, or would result in, any
of the actions enumerated in Item 4 of the instructions to
Schedule 13D.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Mr. Bennett is the
beneficial owner of 6,865 Shares of the Company. The
Partnership holds 5,045 Shares and Bennett Offshore holds
1,820 Shares. Mr. Bennett beneficially owns all Shares held
by the Partnership and Bennett Offshore. RCA beneficially
owns all shares held by the Partnership. Based on the
Company's latest 10-Q, there were a total of 99,911
outstanding Shares as of October 22, 1996. Therefore, Mr.
Bennett beneficially owns 6.9% of the outstanding Shares,
and RCA and the Partnership each beneficially owns 5.0% of
the outstanding shares. Mr. Bennett has the power to vote,
direct the vote, dispose of or direct the disposition of all
the Shares that are currently beneficially owned by the
Partnership and Bennett Offshore. RCA has the power to
vote, direct the vote, dispose of or direct the disposition
of all Shares that are held by the Partnership.
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Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
None of Mr. Bennett, RCA or the Partnership has any
contract, arrangement, understanding or relationship with
any person with respect to the Shares.
Item 7. Material to be Filed as Exhibits
A description of the transactions in the Shares
that were effected by Mr. Bennett, RCA and the Partnership
during the past 60 days is filed herewith as Exhibit A.
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Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
December 27, 1996
Date
/S/ James D. Bennett
James D. Bennett
RESTRUCTURING CAPITAL ASSOCIATES, L.P.
By: Bennett Capital Corporation,
General Partner
By: /S/ James D. Bennett
James D. Bennett, President
BENNETT RESTRUCTURING FUND, L.P.
By: Restructuring Capital Associates,
L.P., General Partner
By: Bennett Capital Corporation,
General Partner
By: /S/ James D. Bennett
James D. Bennett, President
12
75252000.AX4
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Exhibit A
Daily Transactions
Purchase (Sale) Price
Date Number of Shares Per Share Value
12/18/96 6,895 $.01 $68.65
13
75252000.AX4
