UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 10, 1997
LANESBOROUGH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 33-95452 13-3389799
(State or Other (Commission) (I.R.S. Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
65 East 55th Street, New York, NY 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 759-6301
(Former name or former address, if changed since last report.)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Changes in Control of Registrant
See "Item 5. Other Events" below.
Item 5. Other Events
On April 15, 1997, the Registrant failed to make the scheduled April 15,
1997 interest payment due on its outstanding 10% Senior Notes due 2000 (the
"Notes"). Although the Registrant has engaged in discussions with a group of
holders (the "Holder Group") of the Notes concerning alternatives for the
restructuring of the Notes, there is no assurance that any agreement can be
reached prior to the expiration of the 30-day grace period provided in the
Indenture for the Notes. Upon expiration of such 30-day period, an Event of
Default under the Indenture will occur, and the Notes will be subject to
acceleration as provided in the Indenture.
On April 10, 1997, Craig L. McKibben, the Company's sole director,
resigned. Under the Delaware General Corporation Law, the Company's Certificate
of Incorporation and Bylaws, and existing resolutions of the Board of Directors
setting the size of the Board of Directors at four members, the Company's Board
of Directors is prohibited from acting (other than to appoint substitute
directors) with fewer than its quorum of two directors. Therefore, the Board had
not been able to manage the Registrant since the resignation of Michael C.
French on March 3, 1997.
In connection with discussions concerning the possible restructuring of the
Notes, the Registrant and the Holder Group discussed the possibility that two or
more nominees of the Holding Group be elected to the Registrant's Board of
Directors, and Mr. McKibben agreed to resign. Although successor directors had
not been nominated prior to Mr. McKibben's resignation, the Holder Group and the
Registrant are currently in the process of re-establishing the Registrant's
Board of Directors and certain members of the Holder Group have met with
operating management. The Holder Group has expressed its desire to restructure
the Notes so as to maximize the value and enhance the financial prospects of the
Registrant and its principal subsidiary, Buffalo Color Corporation ("BCC"). The
Registrant cannot predict whether or when its shareholders will elect a new
Board of Directors.
The Registrant has withdrawn its proposed offer to exchange all of the
outstanding shares of common stock of BCC for the Notes. The offer had
previously been disclosed in the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996, although the confidential offering memorandum
effecting the offer had not yet been distributed to the holders of the Notes.
The Registrant reserves the right to make such an offer or a similar offer in
the future.
Item 6. Resignations of Registrant's Directors
See "Item 5. Other Events" above.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be on its behalf by the undersigned
hereunto duly authorized.
LANESBOROUGH CORPORATION
Date: April 17, 1997 By: /s/ William O. Fields, Jr.
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William O. Fields, Jr.
Secretary and Treasurer
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