LANESBOROUGH CORP /DE/
10-Q, 1997-05-12
INDUSTRIAL ORGANIC CHEMICALS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



                  For the quarterly period ended March 31, 1997



                        Commission File Number: 33-95452

                            LANESBOROUGH CORPORATION
             (Exact name of Registrant as specified in its charter)



      Delaware                                                    13-3389799
(State of Incorporation)               (I.R.S. employer identification number)


                           959 Route 46 East Suite 201
                          Parsippany, New Jersey 07054
          (Address of principal executive offices, including zip code)

                                 (201) 316-5600
                     (Telephone number, including area code)





     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.


Yes  [X]      No _____


     As of April 30, 1997,  the aggregate  number of  outstanding  shares of the
Registrant's Common Stock, $0.01 par value, was 99,911.


600614.1  

<PAGE>





                            LANESBOROUGH CORPORATION
                                    FORM 10-Q

                          Quarter Ended March 31, 1997

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                   No.

PART  I.   FINANCIAL INFORMATION

<S>                   <C>                                                                           <C>
                 Item 1 - Financial Statements:

                        Consolidated Balance Sheets (unaudited) as of
                          December 31, 1996 and March 31, 1997                                        3

                        Consolidated Statements of Operations (unaudited)
                          for the three months ended March 31, 1996
                          and March 31, 1997                                                          4

                        Consolidated Statements of Cash Flows (unaudited)
                          for the three months ended March 31, 1996 and
                          March 31, 1997                                                              5

                        Notes to Unaudited Consolidated Financial Statements                          6


                 Item 2 - Management's Discussion and Analysis of
                             Financial Condition and Results of Operations                            9


PART II.         OTHER INFORMATION

                 Item 1 - Legal Proceedings                                                          13

                 Item 2 - Changes in Securities                                                      13

                 Item 3 - Defaults Upon Senior Securities                                            13

                 Item 4 - Submission of Matters to a Vote of Security Holders                        14

                 Item 5 - Other Information                                                          14

                 Item 6 - Exhibits and Reports on Form 8-K                                           14

                 Signatures                                                                          15
</TABLE>

                                          PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements




                 See pages 3-8

                                                         2
<PAGE>

600614.1  




                    LANESBOROUGH CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    (dollars in thousands, except share data)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                    December 31,        March 31,
                                                                                         1996                 1997
                                                                                    ---------------     ----------
ASSETS

Current assets:
<S>                         <C>                                                       <C>                       <C>
   Cash and cash equivalents                                                           $      278           $         -
   Accounts receivable (net of allowances
      of $128 and $153)                                                                    10,188                10,753
   Inventories                                                                              5,824                 6,451
   Deferred income taxes                                                                      934                   882
   Other current assets                                                                       784                   648
                                                                                           ------                ------
        Total current assets                                                               18,008                18,734
Property, plant and equipment                                                              16,819                16,458
Goodwill                                                                                    1,866                 1,843
Debt financing costs                                                                          291                   271
Other assets                                                                                2,698                 2,698
                                                                                           ------                ------
        Total assets                                                                 $     39,682             $  40,004
                                                                                       ==========             =========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
   Current portion of long-term debt                                                 $      4,524             $   4,443
   Accounts payable                                                                         3,420                 2,770
   Accrued interest payable                                                                    36                    37
   Accrued liabilities                                                                      4,963                 4,593
   Income taxes payable                                                                       162                   264
                                                                                            ------                ------
        Total current liabilities                                                          13,105                12,107
Long-term debt                                                                             51,069                52,058
Deferred income taxes                                                                       1,920                 1,982
Other non-current liabilities                                                               6,963                 7,049
                                                                                           ------                ------
        Total liabilities                                                                  73,057                73,196
                                                                                           ------                ------

Commitments and Contingencies (Note 7)

Stockholders' deficit:
   Common stock of $0.01 par value:
     Authorized: 1,000,000 shares
      Issued and outstanding: 99,911 shares                                                     1                     1
   Additional paid-in capital                                                               7,138                 7,138
   Accumulated deficit                                                                  (  39,659)             ( 39,476)
   Deferred pension cost                                                                (     855)             (    855)
                                                                                           ------                ------ 
        Total stockholders' deficit                                                     (  33,375)             ( 33,192)
                                                                                           ------                ------ 

        Total liabilities and stockholders' deficit                                     $  39,682             $  40,004
                                                                                        =========             =========
</TABLE>


    The accompanying notes are an integral part of the financial statements.

                                                                3

600614.1  

<PAGE>



                    LANESBOROUGH CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (dollars in thousands, except share data)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                            For the three months ended
                                                                            March 31,                March 31,
                                                                               1996                     1997
                                                                           -----------              --------


<S>                                                                            <C>                  <C>     
Net sales                                                                      $ 13,794             $ 13,708

Cost of sales                                                                     9,608               10,456
                                                                                 ------                ------

       Gross profit                                                               4,186                3,252

Selling and administrative                                                        2,184                2,406

Research, development and engineering                                               218                  239

Amortization of intangible assets                                                    23                   23
                                                                                 ------                ------

       Operating profit                                                           1,761                  584

Interest expense                                                                    224                  238

Amortization of debt financing costs                                                 21                   21

Other income, net                                                              (     36)            (     92)
                                                                                 ------                ------ 

       Income from continuing
         operations before income taxes                                           1,552                  417

Provision for income taxes                                                          605                  234
                                                                                 ------                ------

        Net income                                                            $     947             $     183
                                                                               =========             =========



        Earnings per common share                                             $    9.48             $    1.83
                                                                               =========            =========


        Weighted average number of
          common shares outstanding                                              99,911                99,911
                                                                                ========             ========
</TABLE>


    The accompanying notes are an integral part of the financial statements.

                                                              4

600614.1  

<PAGE>



                    LANESBOROUGH CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                            For the three months ended
                                                                                            March                 March
                                                                                             1996                  1997
                                                                                          -----------           -------
Cash flows from operating activities:
<S>                                                                                       <C>                     <C>      
   Net income                                                                             $      947              $     183
   Adjustments to reconcile net income to net cash
        provided by (used in) operating activities:
       Depreciation and amortization                                                             575                    577
        Deferred income taxes                                                                    429                    113
        Net increase in receivable and
          inventory reserves                                                                     107                    178
        Increase in accounts receivable                                                     (  1,368)              (    589)
        Increase in inventories                                                             (    758)              (    780)
        Net (increase) decrease in other assets                                            (      94)                   135
        Increase (decrease) in accounts payable                                                1,693               (    650)
        Net increase (decrease) in accrued liabilities
          and income taxes payable                                                               928               (    129)
        Net (decrease) increase in other non-current obligations                            (    912)                   107
                                                                                           ---------              ---------

            Net cash provided by (used in) operating activities                                1,547               (    855)
                                                                                           ---------              --------- 

Cash flows from investing activities:
       Additions to property, plant and equipment                                           (    227)              (    193)
                                                                                           ---------               -------- 

            Net cash used in investing activities                                           (    227)              (    193)
                                                                                           ---------               -------- 

Cash flows from financing activities:
       Borrowings under subsidiary revolving credit facility                                      -                   3,600
       Repayments under subsidiary revolving credit facility                                      -                (  2,500)
       Repayments under subsidiary term loans                                               (    400)             (     249)
       Repayment of 12 3/8% Notes                                                                  -              (      81)
                                                                                         -----------             ---------- 

            Net cash (used in) provided by financing activities                             (    400)                   770
                                                                                           ---------              ---------

             Net increase (decrease) in cash and
              cash equivalents                                                                   920              (     278)

       Cash and cash equivalents at beginning of period                                        1,576                    278
                                                                                           ---------              ---------

       Cash and cash equivalents at end of period                                          $   2,496             $        -
                                                                                           =========             ==========

</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                                                 5

600614.1  

<PAGE>



                    LANESBOROUGH CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Lanesborough Corporation

       Lanesborough  Corporation  ("Lanesborough")  is a holding  company  whose
assets consist  principally of the common stock of its  wholly-owned  subsidiary
Buffalo Color Corporation ("BCC"). For financial statement purposes Lanesborough
and its  subsidiaries  (collectively  "the  Company")  operate  in one  business
segment: the manufacture and sale of synthetic organic chemicals.


Note 2 - Basis of Presentation

       The consolidated  financial statements included herein have been prepared
by the Company,  without  audit,  pursuant to the rules and  regulations  of the
Securities and Exchange  Commission for reporting on Form 10-Q.  Such statements
have been  prepared  assuming  the Company  will  continue  as a going  concern.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or omitted  pursuant  to such rules and  regulations.  The
statements  should be read in conjunction with the Company's report on Form 10-K
for the year ended  December  31,  1996 and the Audited  Consolidated  Financial
Statements included therein and Form 8-K filed on April 17, 1997.

       In the opinion of management, the financial statements herein reflect all
adjustments,  consisting only of normal recurring accruals, necessary for a fair
presentation of financial position, results of operations and cash flows for the
interim periods presented.  The results of operations for the three month period
ended  March  31,  1997 are not  necessarily  indicative  of the  results  to be
expected for the full year.

Note 3 - Earnings Per Common Share

       In accordance with Statement of Financial  Accounting  Standards No. 128,
"Earnings  per Share",  ("SFAS  128"),  earnings  per common share for the three
month periods ended March 31, 1996 and 1997 is calculated by dividing net income
by  the  weighted  average  number  of  common  shares  outstanding  during  the
respective  periods.  There was no effect of adopting  SFAS 128 on earnings  per
common share calculated in prior periods.

Note 4 - Supplemental Schedule of Cash Flow Information

       Cash  payments for interest and income taxes from  continuing  operations
were as follows:

                                                     Three Months Ended
                                                            March 31,
                                                   1996                    1997
                                                ----------              -------
                                                     (dollars in thousands)

       Interest                              $     73                $      95
       Income Taxes                               119                       32


                                        6

600614.1  

<PAGE>



                   LANESBOROUGH CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 5 - Inventories

            The major components of inventories were as follows:

                                            December 31,              March 31,
                                                 1996                    1997
                                            --------------         ----------
                                                  (dollars in thousands)

       Raw materials                          $     816          $    708
       Work in process                              714               584
       Finished goods                             4,294             5,159
                                               ---------          --------
                                              $   5,824          $  6,451
                                               =========         ========


Note 6 - Debt

       Long-term  debt  includes  $39.9 million  principal  amount of 10% Senior
Notes  due 2000  (the  "Notes")  that were  issued  in an  exchange  transaction
completed on June 19, 1995 (the "Exchange  Transaction").  The Notes are secured
by a pledge  of all the  shares  of  common  stock of BCC.  In  accordance  with
Statement of Financial  Accounting  Standards No. 15, "Accounting by Debtors and
Creditors for Troubled Debt Restructurings", ("SFAS No. 15"), at the date of the
Exchange  Transaction  the carrying  value of the Notes was  adjusted  upward to
$56.9 million to include substantially all future interest payments on the Notes
to the  date of  maturity.  Capitalized  interest  when  paid is  reported  as a
reduction in the carrying value of the Notes as opposed to being  expensed.  See
Note 9 below.


Note 7 - Commitments and Contingencies

       The Company is currently a defendant in lawsuits  that have arisen in the
ordinary  course of its  business.  Management  does not  believe  that any such
lawsuits  or  unasserted  claims  will  have a  material  adverse  effect on the
Company's financial position or results of operations.

       BCC is also involved in various environmental investigation,  remediation
and  monitoring  activities at its  manufacturing  facility and has been named a
potentially  responsible party ("PRP") in various proceedings  relating to other
sites.  The  Company  has  accrued  its  share of the  estimated  RCRA  facility
investigation,   ("RFI"),  and  corrective  measure  study,  ("CMS"),   expenses
associated  with  its  active  plant  site  and the low end of the  range of its
estimated  share of the estimated  environmental  remediation  obligations.  The
Company  believes that any amounts that it may be required to pay with regard to
these matters will be expended over several years and funded from operating cash
flows and bank borrowings.  However, it is possible that the Company could incur
additional environmental  remediation obligations beyond the amount accrued, and
such costs could be material to the  Company's  financial  position,  results of
operations and cash flows.


                                                           7

600614.1  

<PAGE>



                    LANESBOROUGH CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 8 - Income Taxes

       As of December 31, 1995, the Company had net operating loss carryforwards
for income tax  purposes of $32.2  million  expiring  in the years 2009  through
2010. The completion of the Exchange  Transaction  discussed in the consolidated
financial  statements  for the year ended  December  31, 1996 has  substantially
limited the Company's net operating loss carryforwards available to offset taxes
on future operating income.


Note 9 - Subsequent Events

       As discussed in the Company's 1996 Form 10-K, the Company is experiencing
cash flow  difficulties.  As a result,  the  scheduled  April 15, 1997  interest
payment  on the Notes was not  made.  The  Company  currently  anticipates  that
available cash will not be sufficient to enable it to make the interest  payment
during the 30-day grace period  described in the Indenture  governing the Notes.
If interest is not paid during the 30-day grace period,  an Event of Default (as
defined) would exist and the Notes would be subject to acceleration  pursuant to
the Indenture.

       The Company has  withdrawn  its offer to exchange all of the  outstanding
shares of common  stock issued by BCC for the Notes (the  "Exchange  Offer") and
has  engaged in  discussions  with a group of holders of the Notes (the  "Holder
Group") concerning  alternatives for the restructuring of the Notes. However, it
is unknown  whether any agreement will be reached prior to the expiration of the
30-day grace period.













                                                           8

600614.1  

<PAGE>



Item 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS


       The following  discussion and analysis of financial condition and results
of operations of the Company  should be read in  conjunction  with the unaudited
Consolidated  Financial  Statements and related notes included elsewhere in this
report, the Consolidated  Financial  Statements and Management's  Discussion and
Analysis of  Financial  Condition  and Results of  Operations  contained  in the
Company's  Form 10-K for the year ended  December  31,  1996,  as filed with the
Securities and Exchange  Commission  (file no.  33-95452) (the "1996 Form 10-K")
and its Report on Form 8-K filed on April 17, 1997.

       This Form 10-Q contains forward-looking statements that involve risks and
uncertainties.  The Company's  actual results may differ  materially  from those
anticipated.  Important  factors  that the  Company  believes  might  cause such
differences are discussed in cautionary  statements contained in this Form 10-Q,
including,   without  limitation,  the  factors  discussed  under  "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and in
the Company's 1996 Form 10-K. In assessing forward-looking  statements contained
herein,  readers are urged to read carefully all cautionary statements contained
in this Form 10-Q and the 1996 Form 10-K.


Overview

       The Company manufactures a variety of specialty chemicals for sale in the
United States and abroad,  through its principal subsidiary BCC. It is a leading
supplier of synthetic  indigo dye for the blue denim market in the United States
and operates the only synthetic indigo dye chemical manufacturing plant in North
America.  The Company also produces a range of synthetic organic  "intermediate"
chemicals.

       The Company's results of operations are highly dependent upon the sale by
BCC of a limited group of chemical products,  particularly  synthetic indigo dye
to U.S. denim manufacturers.  Sales of synthetic indigo dye, which accounted for
77.6% of the  Company's  total net sales for the three month  period ended March
31, 1997, are subject to cyclical  fluctuations  in demand from denim mills.  In
addition,  the  Company's  results are  affected  by  competition  from  foreign
producers of indigo dye in both the U.S. and international markets.




600614.1  

<PAGE>





                                                       9

600614.1  

<PAGE>



Item 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS


Product Classes

       The Company,  through its subsidiary,  BCC, operates in a single business
segment: the manufacture and sale of synthetic organic chemicals.  The following
table sets forth for the periods ended March 31, 1996 and 1997 the percentage of
net sales  attributable  to each of the Company's  principal  classes of similar
products:

                                           Three Months Ended
             Product Classes                      March 31,
                                          1996                    1997
                                         ------                  -----

             Indigo Dye                  74.8%                   77.6%
             Alkylanilines               13.3                    11.0
             Anhydrides                  11.9                    11.4


Results of Operations for the Three Months Ended March 31, 1996 and 1997

       Net Sales.  Net sales decreased  slightly from $13.8 million in the first
quarter of 1996 to $13.7  million in the first  quarter of 1997 (a  decrease  of
0.1%).  During the first quarter of 1997,  export indigo sales volumes increased
significantly  compared  to those  realized  during  the first  quarter of 1996,
offsetting an 18.7% decline in domestic indigo, a 22.8% decline in alkylanilines
and a 3.0% decline in anhydrides.

       Gross  Profit.  Gross profit as a percentage  of net sales  declined from
30.4% in the first  quarter of 1996 to 23.7% in the first  quarter of 1997.  The
decline for the three month period is due to an increase in the Company's export
indigo  sales  which  typically  yield  lower  margins  and higher  fuel and raw
material costs.

       Selling and Administrative Expenses.  Selling and administrative expenses
increased  10.2% from $2.2  million for the three months ended March 31, 1996 to
$2.4 million for the same period in 1997. The increase is primarily attributable
to the costs  associated  with the  Company's  Board of  Directors  engaging the
consulting firm of Jay Alix and Associates.

       Research,  Development and  Engineering,  and  Amortization of Intangible
Assets.  These  expenses  were  virtually  unchanged for the three month periods
ended March 31, 1996 and 1997.

       Interest  Expense.  Interest expense for the three months ended March 31,
1996 and 1997 was $0.2 million.  Substantially  all cash interest payable on the
Notes in future  periods has been  capitalized  as a component  of the  carrying
value of the  Notes.  Capitalized  interest  when  paid is being  recorded  as a
reduction in the carrying amount of the Notes as opposed to being expensed.


                                                      10

600614.1  

<PAGE>



Item 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS


Results of Operations for the Three Months Ended March 31, 1996 and
 1997  (cont'd)

       Amortization  of Debt  Financing  Costs.  Amortization  of debt financing
costs were virtually  unchanged for the three month periods ended March 31, 1996
and 1997.

       Other Income,  Net. The increase in other income,  net is a direct result
of the monthly  management fees no longer being accrued by the Company  pursuant
to the Exchange  Transaction.  The  management  fee was last paid on October 24,
1995 and discontinued as of December 31, 1996.

       Provision  for Income  Taxes.  The  provision  for  income  taxes of $0.6
million and $0.2 million for the three months ended March 31, 1996 and March 31,
1997,  respectively,  consists  primarily  of federal  and state  taxes on BCC's
income which is not sheltered by Lanesborough's net operating losses.

       Net Income.  Net income  decreased from $0.9 million in the first quarter
of 1996 to $0.2 million in the first  quarter of 1997 (a decrease of 80.7%).  As
discussed  above,  this decline is primarily  attributable to lower gross profit
margins and increased selling, general and administrative costs.


Liquidity and Capital Resources


       Recently,   the  Company's  liquidity  has  been  adversely  impacted  by
cyclically  depressed  conditions in the U.S. denim industry.  While the Company
has been able to redirect indigo production originally  anticipated for the U.S.
market into various export  markets,  such sales are at lower selling prices and
are on longer payment terms which factors adversely impact  liquidity.  Industry
sources  anticipate  that the excessive  U.S.  denim  inventory  situation  that
resulted in reduced  indigo  consumption  may not be resolved until at least the
second half of 1997.

       The Company is  required to incur  substantial  capital  expenditures  to
maintain its plant and equipment and to comply with requirements  under numerous
federal, state and local environmental,  health and safety laws and regulations.
During  1996,  the Company  spent $2.1  million on capital  expenditures,  which
included $0.6 million for pollution control,  and budgeted $1.9 million in 1997.
Such budgeted  expenditures for 1997 include $0.8 million for pollution control,
which reflects the remaining costs of installing additional air emission control
equipment  at the BCC  facility  to comply  with the Clean Air Act.  The Company
currently  expects that foreseeable  capital  expenditures will be funded out of
internally  generated  funds.  However,  environmental  regulations are becoming
increasingly  stringent in recent years,  and there can be no assurance that the
Company's capital expenditures will not exceed current estimates.


                                                      11

600614.1  

<PAGE>



Item 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS


Liquidity and Capital Resources  (cont'd)

       The   Company  is  engaged   in  various   environmental   investigation,
remediation and monitoring activities at its manufacturing facility and has been
named a PRP in various proceedings relating to other sites. At December 31, 1996
the Company accrued  approximately  $1.8 million  representing  its share of the
estimated RFI and CMS expenses associated with its active plant site and the low
end  of the  range  of  its  estimated  share  of  the  estimated  environmental
remediation  obligations.  The Company  believes that any amounts that it may be
required to pay with regard to these matters will be expended over several years
and  funded  from  operating  cash  flows and bank  borrowings.  However,  it is
possible  that the Company  could  incur  additional  environmental  remediation
obligations  beyond the amount accrued,  and such costs could be material to the
Company's financial position, results of operations and cash flows.

       In December 1996, the Company's Board of Directors engaged the consulting
firm of Jay Alix & Associates.  Jay Alix & Associates advised the board that, in
its opinion,  the Company's  available  cash  balances and projected  cash flows
would not be sufficient to enable it to meet its scheduled  interest payments in
1997,  and it was  unlikely  that it would  be able to do so in the  foreseeable
future.  The Company did not make the scheduled April 15, 1997 interest  payment
on the Notes. The Company currently  anticipates that available cash will not be
sufficient  to enable it to make the  interest  payment  during the 30-day grace
period  described in the Indenture  governing the Notes.  If the interest is not
paid during the 30-day  grace  period,  an Event of Default (as  defined)  would
exist, the Notes would be subject to acceleration  pursuant to the Indenture and
would be reclassified as short-term debt.

       As discussed in Note 9 of the unaudited consolidated financial statements
for the quarter  ended March 31, 1997,  the Company has  withdrawn  the Exchange
Offer  and  has  engaged  in  discussions   with  the  Holder  Group  concerning
alternatives  for the  restructuring  of the Notes.  While the Holder  Group has
expressed  its desire to  restructure  the Notes so as to maximize the value and
enhance the  financial  prospects of the Company and BCC, it is unknown  whether
any  agreement  will be reached  prior to the  expiration  of the  30-day  grace
period.
                                                      12

600614.1  

<PAGE>



                                       PART II.  OTHER INFORMATION

Item 1.        Legal Proceedings

               The  Company is a defendant  in lawsuits  that have arisen in the
               ordinary  course of its  business.  The Company  does not believe
               that any of such lawsuits in which it is a defendant  will have a
               material  adverse effect on the Company's  financial  position or
               results of operations.

               In  addition,   the  Company  is  also  subject  to   significant
               governmental  regulation  in nearly all areas of its  operations.
               The   Occupational   Safety   and  Health   Administration,   the
               Environmental Protection Agency and the New York State Department
               of  Environmental   Conservation   exercise  broad  control  over
               conditions at the Company's manufacturing facility.

               The  Company  is  required  to comply  with  complex  regulations
               relating  to  the  discharge  of  hazardous  materials  into  the
               environment.  These  include the Clean  Water Act,  the Clean Air
               Act, the Resource  Conservation & Recovery Act, the Comprehensive
               Environmental  Response,  Compensation  and  Liability  Act,  the
               Emergency  Planning and Community Right to Know Act and the Toxic
               Substances Control Act. The Company has in the past incurred, and
               expects to continue to incur,  substantial  costs for remediation
               of prior  operating  and disposal  activities  and to comply with
               environmental laws and regulations.

               The Company has been named as a PRP, and in certain  instances is
               being sued, with respect to various sites in the western New York
               State area where it is alleged that the Company  arranged for the
               disposal of hazardous  materials.  The Company  intends to defend
               these  claims  vigorously,  and has tendered the defense of these
               claims  to its  insurance  carriers  who have  asserted  that the
               policies   do  not   provide   coverage   for  claims   based  on
               contamination. In addition, in October 1996, the Company filed an
               action against its primary general  liability  insurance  carrier
               seeking its defense  costs and  indemnity  with regard to several
               third party site claims. Because of the uncertainty as to various
               aspects  of  environmental  matters,   including  the  degree  of
               contamination  or  environmental  damage,  the  selection  of  an
               appropriate remedial  technology,  and the allocation of cost and
               responsibilities  among various PRPs, the Company has accrued its
               best  estimate  of  its  share  of  the  estimated  environmental
               remediation  obligations with respect to these sites. The Company
               believes  that any  amounts  that it may be  required to pay with
               regard to these  matters will be expended  over several years and
               funded from operating cash flows and bank borrowings. However, it
               is possible that the Company could incur additional environmental
               obligations or liabilities  beyond the amount  accrued,  and such
               costs  could be  material to the  Company's  financial  position,
               results of  operations  and cash flows.  For further  information
               concerning  legal  proceedings  affecting  the Company see "Legal
               Proceedings"  and  "Governmental  Regulations"  in the 1996  Form
               10-K.

               The Company's  manufacturing  facility  includes modern pollution
               control equipment and facilities,  and the Company believes it is
               operating  generally in compliance with applicable  environmental
               requirements.  However,  environmental  regulations applicable to
               the  chemical  industry are  frequently  changed and are becoming
               increasingly    stringent.    Compliance    with    environmental
               requirements has in the past and can in the future be expected to
               impose substantial costs upon the Company.

Item 2.        Changes in Securities

               Not applicable.

Item 3.        Defaults upon Senior Securities
               Not applicable.
                                                   13

600614.1  

<PAGE>



Item 4.        Submission of Matters to a Vote of Security
               Holders

               Not applicable.


Item 5.        Other Information

               Not applicable.


Item 6(a).     Exhibits

               Exhibit
               Number          Description

                11.1             Computation of Earnings per Common Share

                27.1             Financial Data Schedule


Item 6(b).     Reports on Form 8-K

               On April 17, 1997, the Company filed a form 8-K to report,  under
               Item 5, the  Company's  failure to make the  scheduled  April 15,
               1997  interest   payment  due  on  its  outstanding   Notes,  the
               resignation  of the Company's sole director and the withdrawal of
               the Company's  proposed offer to exchange all of the  outstanding
               shares  of  common  stock  of BCC for the  Notes.  There  were no
               financial statements filed with the Form 8-K.

























                                                   14

600614.1  

<PAGE>



                                                SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




                                                 LANESBOROUGH CORPORATION







Date:   May 09, 1997                               /s/ William O. Fields, Jr.
        ------------                            -----------------------------
                                                William O. Fields, Jr.
                                                Secretary and Treasurer






                                                    15

600614.1  

<PAGE>



                            LANESBOROUGH CORPORATION
                         FORM 10-Q for the Quarter Ended
                                 March 31, 1997

                                  EXHIBIT INDEX




  EXHIBIT
  NUMBER                                    DESCRIPTION

   11.1 Computation of Earnings per Common Share

   27.1 Financial Data Schedule







600614.1  

<PAGE>



                                                                    EXHIBIT 11.1
                            LANESBOROUGH CORPORATION
                    COMPUTATION OF EARNINGS PER COMMON SHARE
             (dollars in thousands, except share and per share data)
                                   (unaudited)



                                                    Three Months Ended
                                                           March 31,
                                                      1996              1997
                                                   ----------        -------

Net income                                       $     947     $      183
                                                 =========     ==========



Weighted average number of common shares
 outstanding                                        99,911         99,911



Earnings per common share                        $    9.48     $     1.83
                                                 =========     ==========




600614.1  

<PAGE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
         COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED
         MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
         FINANCIAL STATEMENTS
</LEGEND>
       
<S>                                           <C>
<PERIOD-TYPE>                           3-MOS
<FISCAL-YEAR-END>                       DEC-31-1997
<PERIOD-START>                          JAN-01-1997
<PERIOD-END>                            MAR-31-1997
<CASH>                                  0
<SECURITIES>                            0
<RECEIVABLES>                           10,906
<ALLOWANCES>                            (153)
<INVENTORY>                             6,451
<CURRENT-ASSETS>                        18,734
<PP&E>                                  54,943
<DEPRECIATION>                          (38,485)
<TOTAL-ASSETS>                          40,004
<CURRENT-LIABILITIES>                   12,107
<BONDS>                                 0
                   0
                             0
<COMMON>                                1
<OTHER-SE>                              (33,193)
<TOTAL-LIABILITY-AND-EQUITY>            40,004
<SALES>                                 13,708
<TOTAL-REVENUES>                        13,708
<CGS>                                   10,456
<TOTAL-COSTS>                           13,101 <F1>
<OTHER-EXPENSES>                        (48) <F2>
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>                      238
<INCOME-PRETAX>                         417
<INCOME-TAX>                            234
<INCOME-CONTINUING>                     183
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                            183
<EPS-PRIMARY>                           1.83
<EPS-DILUTED>                           1.83
<FN>
    <F1>                                INCLUDES S&A AND RD&E OF 2,406 AND
                                        239, RESPECTIVELY
    <F2>                                INCLUDES AMORTIZATION OF INTANGIBLE
                                        ASSETS OF 23
</FN>
        

</TABLE>


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