UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Lancit Media Productions, Ltd.
______________________________
(Name of Issuer)
Common Stock, $.001 Par Value
______________________________
(Title of Class of Securities)
______________________________
(CUSIP NUMBER)
Mark Hollinger, Esq.
General Counsel
Discovery Communications, Inc.
7700 Wisconsin Avenue
Bethesda, MD 20814
(301) 986-0444
_________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 27, 1996
_______________________________________________________
(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 [ ].
Check the following box if a fee is being paid with the statement [ ].
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 o
f the Securities Exchange Act of 1934, as amended (the "Act"), or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
13D
CUSIP No. Page 2 of Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Discovery Communications, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ___
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARE
BENEFICIALLY 876,232 (See Item 5)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
876,232 (See Item 5)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
876,232 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
Item 1. Security and Issuer
This statement relates to 438,116 shares (the
"Shares") of, and a warrant (the "Warrant") to purchase an
additional 438,116 shares of Common Stock, par value $.001 per
share (the "Common Stock") of Lancit Media Productions, Ltd., a
New York corporation ("Issuer"). The principal executive offices
of the Issuer are located at 601 West 50th Street, New York, New
York 10019.
Item 2. Identity and Background
This statement is filed by Discovery Communications,
Inc., a Delaware corporation ("DCI"), which is a media company
engaged in the business of producing and distributing television
programming and other multi-media. DCI's principal business and
principal office are located at 7700 Wisconsin Avenue, Bethesda,
Maryland 20814.
During the five year period prior to the date of this
statement, DCI has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and was
not a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and was consequently not 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.
Item 3. Source and Amount of Funds or Other Consideration
The consideration paid by DCI for the Shares and
Warrant was five million dollars ($5,000,000). The source of
such consideration was DCI's working capital.
Item 4. Purpose of Transaction
DCI acquired the Shares and the Warrant as an
investment for DCI's own account and not with a view to, or for
the resale in connection with, any distribution thereof. While
DCI anticipates that it may exercise the Warrant, DCI has no
current expectation or intention of acquiring control over the
Issuer. Presently, DCI has no firm plans to acquire additional
warrants for, or shares of Common Stock, however, DCI
periodically reviews its investment decisions and may elect to
purchase additional shares of Common Stock in the future.
DCI purchased the Shares and Warrant in conjunction
with entering into an agreement with the Issuer pursuant to which
DCI will finance the development and production costs of the
Issuer to develop certain programs, joint projects and
promotional spots for DCI.
Other than as described in this Item 4, DCI has no
present plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of
assets of the Issuer or of any of its subsidiaries; (d) any
change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
terms of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in
the Issuer's business or corporate structure; (g) changes in the
Issuer's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the
Issuer by any person; (h) 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; (i) 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 (the "Exchange Act");
or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
To the knowledge of DCI, the issued and outstanding
capital stock of the Issuer consists of 6,626,750 shares of
Common Stock. DCI directly and beneficially owns the Shares and
the Warrant which, if and when exercised will result in DCI
owning 12.4% of the issued and outstanding capital stock of the
Issuer. DCI will have the sole power to vote or direct the vote
of its holdings and to dispose or direct the disposition of such
holdings. DCI does not share the power to vote or to direct the
vote or to dispose or direct the disposition of any of its shares
of Common Stock.
The number of shares beneficially owned by DCI and the
percentage of outstanding shares represented thereby, have been
computed in accordance with Rule 13d-3 under the Exchange Act.
The percentage of ownership of Common Stock is based on 7,064,866
outstanding shares of capital stock of the Issuer.
Item 6. Contracts, Arrangements, Undertakings or Relationships
With Respect to Securities of the Issuer
None.
Item 7. Material to be Files 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.
Dated: October 7, 1996
DISCOVERY COMMUNICATIONS, INC.
By s/C. Richard Allen
_________________________________
C. Richard Allen, Vice-President,
Business Development
