UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
LASER-PACIFIC MEDIA CORPORATION
(Name of Issuer)
Common Stock, par value $.0001 per share
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(Title of Class of Securities)
517923108
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(CUSIP Number)
Benjamin Raphan, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
January 12, 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|X|. (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-1(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.
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).
Page 1 of 6 Pages
<PAGE>
Schedule 13D
CUSIP No. 51723108 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
304 E. 45th Associates
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Settlement of Litigation
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(a) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES 500,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 500,000
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1 %
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 6 Pages
<PAGE>
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, par value
$.0001 per share ("Common Stock"), of Laser- Pacific Media
Corporation (the "Company"). The principal executive offices of
the Company are located at 809 N. Cahuenga Blvd., Hollywood,
California 90038.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed by 304 E. 45th Associates, a
New York limited partnership (the "Reporting Person"). Jerome M.
Cohen, Robert Carmel and Andrew H. Roos are general partners of
the Partnership (the "Partners").
(b) The principal business address of the Reporting Person, Mr.
Cohen, Mr. Carmel and Mr. Roos is c/o Williams Real Estate Co.
Inc., 530 Fifth Avenue, New York, NY 10036.
(c) The Reporting Person is engaged in the business of owning and
operating real estate. Mr. Cohen's principal occupation is real
estate principal. Additionally, Mr. Cohen is a general partner of
the Reporting Person, at the address indicated above. Mr.
Carmel's principal occupation is real estate principal.
Additionally, Mr. Carmel is a general partner of the Reporting
Person at the address indicated above. Mr. Roos' principal
occupation is real estate principal. Additionally, Mr. Roos is a
general partner of the Reporting Person at the address indicated
above.
(d) To the best knowledge of the Reporting Person and the
Partners, during the last five years, none of the Reporting
Person or the Partners has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) To the best knowledge of the Reporting Person and the
Partners, during the last five years, none of the Reporting
Person or the Partners has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
none is subject to any 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.
(f) Each of the Partners named in this Item 2 is a citizen of the
United States of America. The Reporting Person is a New York
limited partnership.
Page 3 of 6 Pages
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
The 500,000 shares of Common Stock described in Item 5 hereof
were acquired pursuant to a litigation settlement of a claim of
the Reporting Person against the Company.
Item 4. Purpose of Transaction.
The Reporting Person has acquired the shares of Common Stock for
investment purposes only. Depending upon market conditions and
other factors that the Reporting Person may deem material to its
investment decision, the Reporting Person may purchase additional
securities of the Issuer, in the open market or in private
transactions, or it may dispose of all or a portion of the
securities of the Issuer that it now owns or hereafter may
acquire.
Except as set forth in this Item 4, the Reporting Person has no
current plans or proposals that relate to or that would result in
any of the actions specified in clauses (a) through (j) of Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) According to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, there were outstanding
7,068,172 shares of Common Stock on March 29, 1996. The Reporting
Person beneficially owns 500,000 shares of Common Stock,
comprising 7.1% of the issued and outstanding shares of Common
Stock.
(b) The Reporting Person, through its Partners, has the sole
power to vote and dispose of the shares of Common Stock owned by
the Reporting Person.
(c) Except as reported herein, neither the Reporting Person nor
the Partners has effected any transactions in shares of Common
Stock during the past 60 days.
(d) The Reporting Person affirms that no person other than the
Reporting Person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock described in this Item 5.
(e) It is inapplicable for the purposes hereof to state the date
on which the Reporting Person ceased to be the owner of more than
five percent (5%) of the Common Stock.
Page 4 of 6 Pages
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except as set forth above or elsewhere in this Schedule 13D, the
Reporting Person does not have any contract, arrangement,
understanding or relationship (legal or otherwise) with any
person with respect to any securities of the Company (except with
respect to certain registration rights as to the shares of Common
Stock reported herein), including, but not limited to, transfer
or voting of any such securities, finder's fees, joint ventures,
loan or options arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None
Page 5 of 6 Pages
<PAGE>
SIGNATURE
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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: June 13, 1996
304 E 45th ASSOCIATES
By: /s/ Andrew H. Roos
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Name: Andrew H. Roos
Title: General Partner
Page 6 of 6 Pages
