UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Lanesborough Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
824 99Y 002
(CUSIP Number)
Marc Weitzen, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 30, 1997
(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 the 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).
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SCHEDULE 13D
CUSIP No.824 99Y 002 Page __ of __ Pages
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC;
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
17,753
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
17,753
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,753
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
Approximately 17.7%
14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. Page __ of __ Pages
1 NAME OF REPORTING PERSON
Riverdale LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC; 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
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
17,753
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
17,753
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,753
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 17.7%
14 TYPE OF REPORTING PERSON*
OO
(b) //
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 04648T106 Page __ of __ Pages
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
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
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
17,753
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
17,753
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,753
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 17.7%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
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SCHEDULE 13D
Item 1. SECURITY AND ISSUER
This statement relates to the common stock,("Shares"), of
Lanesborough Corp. (the "Issuer"). The address of the principal executive
offices of the Issuer is 65 East 55th Street, New York, NY 10022.
Item 2. IDENTITY AND BACKGROUND
The persons filing this statement are High River Limited
Partnership, a Delaware limited partnership ("High River"), Riverdale LLC,
a New York limited liability company ("Riverdale") and Carl C. Icahn
("Icahn"), a citizen of the United States of America (collectively, the
"Registrants"). The principal business address and the address of the
principal office of the Registrants is 100 South Bedford Road, Mount
Kisco, New York 10549, with the exception of Icahn, whose principal
business address is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th
Floor, New York, New York 10153.
The general partner of High River is Riverdale. Riverdale is
wholly owned by Carl C. Icahn.
Registrants may be deemed to be a "group" within the meaning of
Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as
amended (the "Act").
High River is primarily engaged in the business of investing in
securities. Riverdale is primarily engaged in the business of owning real
estate and acting as general partner of High River. Carl C. Icahn's
present principal occupation or employment is acting as President and a
Director of Starfire Holding Corporation, a Delaware corporation
("Starfire"), and Chairman of the Board and Director of various of
Starfire's subsidiaries, including ACF Industries, Incorporated, a New
Jersey corporation ("ACF"). Starfire, whose principal business address is
100 South Bedford Road, Mount Kisco, New York 10549, is primarily engaged
in the business of holding, either directly or through its subsidiaries, a
majority of the common stock of ACF. ACF is primarily engaged in the
business of leasing, selling and manufacturing railroad freight and tank
cars.
The name, citizenship, present principal occupation or
employment and business address of each member of Riverdale are set forth
on Schedule A attached hereto.
Mr. Icahn may be deemed to own 100% of interest in Riverdale.
As such, Mr. Icahn is in a position directly and indirectly to determine
the investment and voting decisions made by Registrants.
Neither High River, Riverdale, Mr. Icahn nor any members or
managers of the Registrants, has, during the past five years, (a) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (b) been 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 a finding of any violation
with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the 17,753 Shares purchased by
the Registrants, as set forth in the following paragraphs, was $177.52.
The source of funding for the purchase of these Shares was general working
capital of the Registrants.
Item 4. PURPOSE OF TRANSACTION
Registrants acquired the Shares of Issuer in connection with the
purchase of debt securities of Issuer with which the Shares were sold.
Registrants do not presently intend to use their position in the Shares to
effect any of the actions enumerated in Item 4 of the instructions to
Schedule 13D ("Enumerated Items"). However, as a large holder of Issuer's
debt securities, Registrants expect and intend that they will play a large
part in the ultimate determination of whether and how Issuer will be
reorganized. As part of any such reorganization, Registrants believe it
is possible that many of the Enumerated Items may occur, although
Registrants presently do not have any specific plans or proposals with
respect to any one or more of such Enumerated Items. A Representative of
Registrants has been in contact with management of the Issuer and has
indicated Registrants' interest in becoming involved in any ultimate
reorganization of Issuer. In addition, from time to time, a
Representative of Registrants has been in contact with other persons who
hold debt securities of Issuer and Shares and they have discussed
generally the need for a reorganization of Issuer. There are no
contracts, agreements, arrangements or understandings among Registrants
and other holders of Shares or with the Issuer concerning any of the
foregoing.
Registrants reserve the right to acquire additional Shares from
time to time in the open market or otherwise and to dispose of any or all
Shares from time to time in the open market or otherwise.
Item 5. INTEREST IN SECURITIES OF ISSUER
(a) As of the close of business on June 30, 1997, Registrants
may be deemed to beneficially own in the aggregate 17,753 Shares,
representing approximately 17.7% of the Issuer's outstanding Shares (based
upon the Shares stated to be outstanding as of April 30, 1997 in the
Issuer's most recent filing on form 10-Q dated March 31, 1997.
High River, the direct beneficial owner of 17,753 Shares, may
be deemed to have sole investment discretion and sole voting power with
respect to 17,753 Shares. Both Riverdale and Icahn, as indirect
beneficial owners of 17,753 Shares, may be deemed to have shared
investment discretion and shared voting power with respect to 17,753
Shares.
Riverdale (by virtue of its position as a general partner of
High River) may be deemed to indirectly beneficially own the Shares of
which High River may be deemed the direct beneficial owner. Riverdale
disclaims beneficial ownership of such Shares for all other purposes.
Mr. Icahn (by virtue of his relationships to the other
Registrants, as disclosed in Item 2) may be deemed to indirectly
beneficially own (as that term is defined in Rule 13d-3 under the Act),
the Shares of which High River may be deemed to be the direct beneficial
owner. Mr. Icahn disclaims beneficial ownership of such Shares for all
other purposes.
To the best of Registrants' knowledge, except as set forth
herein, none of the managers of the Registrants beneficially own any
Shares.
(b) Mr. Icahn has the power to vote, direct the vote, dispose of
or direct the disposition of all the Shares that are currently
beneficially owned by Riverdale and High River. Riverdale has the power to
vote, direct the vote, dispose of or direct the disposition of all the
Shares that are currently beneficially owned by High River.
(c) The following table sets forth all transactions with respect
to Shares effected during the past sixty days by each of the persons named
in Item 5(a) above. The transaction set forth below reflects High River's
purchase of Shares offered by the Issuer in a public offering.
PRICE PER SHARES PURCHASED
TRADE DATE SHARE ($) BY HIGH RIVER
4/30/97 .01 6,865
5/15/97 .01 8,140
6/3/97 .01 2,748
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of any
Shares which Registrants may be deemed to beneficially own.
(e) Not applicable.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO
Item 6. SECURITIES OF THE ISSUER
Registrants are party to a Joint Filing Agreement, attached
hereto as Exhibit 1, with respect to the filing of this statement and any
amendments thereto.
Item 7. MATERIALS TO BE FILED AS EXHIBITS
The following document is filed as an Exhibit to this Schedule
13D:
Exhibit 1 Joint Filing Agreement<PAGE>
<PAGE>
SCHEDULE A
NAME, BUSINESS ADDRESS AND PRINCIPAL
OCCUPATION OF EACH EXECUTIVE OFFICER AND
DIRECTOR OF REGISTRANTS
The following sets forth the name and principal occupation of
each executive officer and director of the Registrants. Each such person
is a citizen of the United States of America. Except as otherwise
indicated, the business address of each director and officer is 100 South
Bedford Road, Mt. Kisco, New York 10549. To the best of Registrants'
knowledge, except as set forth in this statement on Schedule 13D, none of
the directors or executive officers of the Registrants owns any Shares of
Issuer.
RIVERDALE LLC
NAME POSITION PRINCIPAL OCCUPATION
Carl C. Icahn Member See Item 2 of Schedule 13D
Gail Golden Manager Officer of various Icahn
affiliated entities
Edward E. Mattner Manager Officer of various Icahn
affiliated entities
Robert J. Mitchell Manager Officer of various Icahn
affiliated entities
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the
information set forth in this statement on Schedule 13D concerning the
common stock of Lanesborough Corp., a Delaware corporation, is true,
complete and correct.
Dated: July 1, 1997
RIVERDALE LLC
By: /s/Carl C. Icahn
Carl C. Icahn
Its: Member
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC
Its: General Partner
By: /s/Carl C. Icahn
Carl C. Icahn
Its: Member
/s/Carl C. Icahn
Carl C. Icahn
[Signature page of 13D relating to
Lanesborough Corp.]
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the common stock, par value $.01 per
share of Lanesborough Corp. and further agree that this Joint Filing
Agreement be included as an Exhibit to such joint filings. In evidence
thereof, the undersigned, being duly authorized, have executed this Joint
Filing Agreement this 1st day of July, 1997.
RIVERDALE LLC
By: /s/Carl C. Icahn
Carl C. Icahn
Its: Member
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC
Its: General Partner
By: /s/Carl C. Icahn
Carl C. Icahn
Its: Member
/s/Carl C. Icahn
Carl C. Icahn
[Joint Filing Agreement for Schedule 13D
with respect to Lanesborough Corp.]
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