CROWN LABORATORIES INC /DE/
SC 13D, 1998-01-06
MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                           (Amendment No. _________)*

                             Crown Laboratories Inc.
                             -----------------------
                                (Name of Issuer)

                                  Common Stock
                                  ------------
                         (Title of Class of Securities)

                                    228392304
                                    ---------
                                 (CUSIP Number)

                             RNC Capital Management
                                 Nicanor Mamaril
                        11601 Wilshire Blvd., 25th Floor
                          Los Angeles, California 90025
                                 (310)477-6543
                          -----------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                               September 10, 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-l(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-l(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.


<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).

                                  SCHEDULE 13D

   -------------------                                -----------------------
   CUSIP NO. 228392304                                Page ____ of ____ Pages   
   -------------------                                -----------------------
- --------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON S.S. OR I.R. S. IDENTIFICATION NO. OF ABOVE PERSON
     Ralph Engelstad, 3535 Las Vegas Blvd. S., Las Vegas, NV 89109
     (55####-##-####)
- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                   (a) [ ]
                                                                        (b) [ ]
- --------------------------------------------------------------------------------
3    SEC USE ONLY

- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS *
        Private Funds
- --------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)                            [  ]
- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION
     USA
- --------------------------------------------------------------------------------
NUMBER OF           7        SOLE VOTING POWER
SHARES                            1,916,571 shares
                    ------------------------------------------------------------
BENEFICIALLY        8        SHARED VOTING POWER
OWNED BY                          N/A
- --------------------------------------------------------------------------------
EACH                9        SOLE DISPOSITIVE POWER
REPORTING                         N/A
                    ------------------------------------------------------------
PERSON              10       SHARED DISPOSITIVE POWER
WITH                              N/A
- --------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                    1,916,571 shares
- --------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW  (11)
          EXCLUDES CERTAIN SHARES                                      [  ]
- --------------------------------------------------------------------------------


<PAGE>

- --------------------------------------------------------------------------------
13                  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                         9.55%
- --------------------------------------------------------------------------------
14                  TYPE OF REPORTING PERSON*
                         IN
- --------------------------------------------------------------------------------

Item 1. Security and Issuer

     This filing  relates to the Common Stock of Crown  Laboratories,  
Inc. (the "Issuer"). The address of the Issuer's principal executive 
office is 6780 Caballo Street Las Vegas, NV 89199.

Item 2. Identity and Background

     (a) - (f)     This statement is being filed by Ralph Engelstad.

                   The principal  business  address is 3535 Las Vegas Blvd.  S.,
Las Vegas, Nevada 89109. Mr. Engelstad is a private investors.

                   During  the  last  five  years,  Mr.Engelstad  has  not  been
convicted in a criminal  proceeding  (excluding  traffic  violations and similar
misdemeanors)  nor have they  been,  except as noted  below,  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 finding any  violation  with
respect  to such  laws.  Mr.  Engelstad  is a citizen  of the  United  States of
America.

Item 3. Source and Amount of Funds or Other Consideration

        Common Stock of the Issuer purchased by individual private funds.

Item 4. Purpose of Transaction

        The Shares had been acquired for investment purposes.

                   Mr.  Engelstad  does not have any present  plans or proposals
which may relate to or would result in:

                   (a)  The   acquisition   or  disposition  of  any  additional
securities of the Issuer by any person;

                   (b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;

                   (c)  Any  change  in  the  present   Board  of  Directors  or
management of the Issuer,  including any plans or proposals to change the number
or  term  of  directors  or to fill  any  existing  vacancies  on the  Board  of
Directors;

                   (d) Any  material  change in the  present  capitalization  or
dividend policy of the Issuer;

                   (e) Any other  material  change in the  Issuer's  business or
corporate structure;

                   (f) Changes in the Issuer's  charger,  bylaws or  instruments
corresponding  thereto or other  actions  which may impede  the  acquisition  of
control of the Issuer by any person;


<PAGE>

                   (g)  Causing  a  class  of  securities  of the  Issuer  to be
delisted from a national  securities exchange or to cease to be authorized to be
quoted in an inter-dealer  quotation system of a registered  national securities
association;

                   (h) A class  of  equity  securities  of the  Issuer  becoming
eligible for  termination of  registration  pursuant to Section  12(g)(4) of the
Securities Exchange Act of 1934, as amended; or

                   (i) Any action similar to any of those enumerated above.


Item 5. Interest in Securities of the Issuer
                                                                      Power to
                                           Power to Vote               Dispose
                                   ----------------------------     ------------
             No. of Shares         Percentage                      
             Beneficially Owned    of Class      Sole    Shared     Sole  Shared
             ------------------    ----------    ----    ------     ----  ------
Engelstad    1,916,571             9.55%         -       0          -     0
Transaction                                                        
                                                                 
     (c) There have been no  transactions effected by  Mr. Engelstad  during the
last sixty days.

     (d) None.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
        Securities of the Issuer

       Mr. Engelstad does not have any contracts,  arrangements,  understandings
or  relationships  (legal or  otherwise)  with any  person  with  respect to any
securities  of  the  Issuer,   including  but  not  limited  to  any  contracts,
arrangements,  understandings or relationships concerning the transfer or voting
of such securities,  finder's fees, joint ventures, loan or option arrangements,
puts or calls,  guarantees  of profits,  division  of profits or losses,  or the
giving or withholding of proxies.


<PAGE>


Item 7. Material to Be Filed as Exhibits

     None.



     Signature

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
     certify that the information set forth in this statement is true,  complete
     and correct.


     DATE:    December   , 1997



     /s/ Ralph Engelstad
     ---------------------------------
     SIGNATURE


     ---------------------------------
     SIGNATURE





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