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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
SPICE ENTERTAINMENT COMPANIES, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
848432100
(CUSIP Number)
Stephen A. Bouchard, Esq.
Fleischman and Walsh, L.L.P.
1400 Sixteenth Street, N.W.
Washington, DC 20036
(202) 939-7900
(Name, address and telephone number of person
authorized to receive notices and communications)
February 4, 1998
(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 [ ].
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13D
CUSIP No. 848432100 PAGE 2 OF 6 PAGES
_______________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION Lindemann Capital Advisors, LLC
NO. OF ABOVE PERSON
_______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
_______________________________________________________________________
(3) SEC USE ONLY
_______________________________________________________________________
(4) SOURCE OF FUNDS
OO
_______________________________________________________________________
(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 (7) SOLE VOTING POWER 1,568,016
SHARES _____________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER -0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER 1,568,016
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER -0-
________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,568,016
________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 12.77%
________________________________________________________________________
(14) TYPE OF REPORTING PERSON
OO
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
This statement on Schedule 13D ("Schedule 13D") is filed with respect to
the common stock, $.01 par value (the "Common Stock"), of SPICE
ENTERTAINMENT COMPANIES, INC., a Delaware corporation whose principal
executive offices are located at 536 Broadway, New York, New York 10012
(the "Company").
Item 2. Identity and Background.
This Schedule 13D is filed on behalf of LINDEMANN CAPITAL ADVISORS, LLC, a
Delaware limited liability company whose principal offices are located at
767 Fifth Avenue, New York, New York 10153 (the "Filer"). The Filer is a
private investment management firm. Adam M. Lindemann is the Managing
Member of the Filer. Mr. Lindemann is a private investor and a citizen of
the United States.
Neither the Filer nor Mr. Lindemann has, during the last 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 source of funds for the purchases reported by the Filer herein is the
investment capital of certain accounts managed by the Filer. The total
amount of funds used by the Filer to purchase the 1,568,016 shares of
Common Stock owned by it is $7,736,303.46.
Item 4. Purpose of Transaction.
The purpose of the acquisition of shares of Common Stock by the Filer is
for investment. The Filer intends to review its holdings with respect to
the Company on a continuing basis. Depending on the Filer's evaluation of
the Company's business and prospects, and upon future developments
(including, but not limited to, market prices of the shares of Common
Stock and availability and alternative uses of funds; as well as
conditions in the securities markets and general economic and industry
conditions), the Filer may acquire additional shares of Common Stock or
other securities of the Company; sell all or a portion of its shares of
Common Stock or other securities of the Company, now owned or hereafter
acquired, or maintain its position at current levels.
The Filer has no present plans or proposals which relate to, or would
result in, any of the matters enumerated in paragraphs (b) through (j),
inclusive, of Item 4 of Schedule 13D. The Filer may, at any time and from
time to time, review or reconsider its position with respect to the
Company, and formulate plans or proposals with respect to any of such
matters.
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Item 5. Interest in Securities of the Issuer.
(a) As of the date of this filing, the Filer beneficially
owns, within the meaning of Rule 13d-3 under the Securities Exchange Act
of 1934, as amended, 1,568,016 shares of the Common Stock or 12.77% of the
outstanding shares of Common Stock (assuming 12,277,416 shares of Common
Stock outstanding on the date hereof based on information provided by the
Company).
(b) The Filer has the sole power to vote and dispose of the
shares of Common Stock beneficially owned by it, which power may be
exercised by its Managing Member, Adam M. Lindemann.
(c) Transaction in the Common Stock effected by the Filer
during the past 60 days are set forth in Appendix A to this Schedule 13D.
Unless otherwise indicated, all such transactions were made in the NASDAQ
market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 13, 1998
LINDEMANN CAPITAL ADVISORS, LLC
By: /s/ Adam M. Lindemann
Adam M. Lindemann
Managing Member
<PAGE>
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APPENDIX A
TO SCHEDULE 13D
TRANSACTIONS IN THE COMMON STOCK
IN THE PAST 60 DAYS
DATE SHARES BOUGHT (SOLD) NET PRICE PER SHARE
12/18/97 (4,000) $4.0000
12/22/97 (6,500) $4.0000
12/31/97 (7,500) $4.0000
12/31/97 (3,000) $4.0000
01/02/98 (10,000) $4.0000
01/22/98 28,800 $4.3750
01/23/98 40,000 $4.6175
01/26/98 16,000 $4.9840
01/27/98 60,000 $4.9692
01/29/98 50,800 $5.4603
01/30/98 33,000 $5.3350
02/03/98 50,000 $5.5000
02/04/98 208,000 $5.4737
02/11/98* 159,500 $5.5000
02/11/98* 702,916 $5.5000
________________
* Negotiated private transactions with other stockholders.
All other transactions were open-market purchases.
