SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.___________)*
Linda's Diversified Holdings, Inc.
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(Name of Issuer)
Class A Common Stock, $.001 par value
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(Title of Class of Securities)
535160105
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(CUSIP Number)
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 such 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).
<PAGE>
CUSIP No. 535160105 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.H. Blair & Co., Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 403,944
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 403,944
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
403,944
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
BD
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 535160105 13G Page 3 of 6 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenton Wood
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Great Britain
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 8,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 403,944
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 8,000
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
403,944
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
411,944
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.9%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 4 of 6 pages
Item 1.
(a) Name of Issuer:
Linda's Diversified Holdings, Inc.
(b) Address of Issuer's Principal Executive Offices:
11 Commerce Drive
Cranford, New Jersey 07016
Item 2.
(a) Name of Person Filing:
This statement is filed jointly by D.H. Blair & Co., Inc.
("Blair") and Kenton E. Wood ("Wood") (together, the "Reporting
Parties"). Wood is Chairman and Chief Executive Officer of Blair.
See attached Exhibit A which is a copy of their agreement in
writing to file this statement on behalf of each of them.
(b) Address of Principal Business Office or, if None, Residence:
The Reporting Parties' business address is 44 Wall Street,
New York, NY 10005.
(c) Citizen:
Blair is incorporated in the State of New York, Wood is a
citizen of Great Britain.
(d) Title of Class of Securities:
Class A Common Stock, $.001 par value ("shares").
(e) CUSIP#:
535160105
Item 3. (a) Blair is a broker-dealer registered under Section 15 of the
Securities Exchange Act.
Item 4. Ownership:
(a) (b)
(i) As of December 31, 1997, Blair may be deemed to beneficially own
403,944 shares or 12.7% of the Issuer's shares issued and
outstanding as follows: (A) 36,004 shares underlying a Unit
Purchase Option ("UPO") to purchase 9,001 Units (1) (the "UPO")
at an exercise price of $6.00 per Unit through May 25, 1999 owned
directly by Blair, and (B) 81,785 Units (1), 17,200 Class A
Warrants (1), and 6,400 Class B Warrants (1) held by Blair as
market-maker.
(ii) As of December 31, 1997, Wood may be deemed to beneficially own
411,944 shares or 12.9% of the Issuer's shares issued and
outstanding as follows: (A) 8,000 shares underlying a Unit
Purchase Option to purchase 2,000 Units at an exercise price of
$6.00 per Unit through May 25, 1999 owned directly by him; (B)
36,004 shares underlying the UPO owned by Blair as described in
(i) (A) above; and (C) 81,785 Units, 17,200 Class A Warrants, and
6,400 Class B Warrants held by Blair as market-maker as indicated
in (i) (B) above.
_____________________________________________________________________________
(1) Each Unit ("Unit") consists of one share, one Class A Warrant ("Class A
Warrant"), and one Class B Warrant ("Class B Warrant"). Each Class A Warrant
entitles the holder to purchase one share and one Class B Warrant at a price of
$6.25, subject to adjustment, until May 25, 1999. Each Class B Warrant entitles
the holder to purchase one share at a price of $8.50, subject to adjustment
until May 25, 1999.
(2) Each Unit (the "1996 Unit") consists of 20,000 shares and 20,000 Class
C Warrants (the "Class C Warrants"). Each Class C Warrant is exercisable to
purchase one share at an exercise price of $5.25 until the earlier of (i) April
11, 2006 and (ii) five years from the registration of the securities underlying
the 1996 Units.
<PAGE>
Page 5 of 6 pages
(c) Wood, as Chairman of the Board of Directors of Blair, shares
voting and dispositive power over securities owned by Blair with
its Board of Directors. Wood has sole voting and dispositive
power over securities owned directly by him.
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
By signing below we certify that to the best of our knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as participant in any
transaction having such purpose of effect.
EXHIBIT INDEX
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EXHIBIT A - Agreement by the Reporting Parties to file this Schedule
13G on behalf of each of them.
SIGNATURES
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After reasonable inquiry and to the best knowledge and belief of the
Reporting Persons, each such person or entity certifies that the information set
forth in this statement is true, complete and correct.
D.H. BLAIR & CO., INC.
/s/ Kenton E. Wood
Dated: February 10, 1998 By:________________________________
New York, New York Kenton E. Wood
Chairman
/s/ Kenton E. Wood
Dated: February 10, 1998 _________________________________
New York, New York Kenton E. Wood
Page 6 of 6 Pages
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree to jointly prepare and file with regulatory
authorities a Schedule 13G and any future amendments thereto reporting each of
the undersigned's ownership of securities of Linda's Diversified Holdings, Inc.,
and hereby affirm that such Schedule 13G is being filed on behalf of each of the
undersigned.
D.H. BLAIR & CO., INC.
/s/ Kenton E. Wood
Dated: February 10, 1998 By:________________________________
New York, New York Kenton E. Wood
Chairman
/s/ Kenton E. Wood
Dated: February 10, 1998 _________________________________
New York, New York Kenton E. Wood
