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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Jenna Lane, Inc.
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(Name of Issuer)
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Class A Redeemable Warrants
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(Title of Class of Securities)
476142 11 2
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(CUSIP Number)
Lawrence E. Kaplan
150 Vanderbilt Motor Parkway
Hauppauge, New York 11788
(516) 273-0059
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 19, 1997
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(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 this 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 less than five percent 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).
CUSIP No.........476142 11 2 Page 2 of 4 Pages
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1) Name of Reporting Person........Lawrence Kaplan
S.S. or I.R.S. Identification No. of Above Person....132-
32-0152
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2) Check the Appropriate Box if a Member of a Group (see Instructions)
(a)....................................
(b)....................................
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3) SEC Use Only..........................................
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4) Source of Funds (See Instructions).......PF
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5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).......................
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6) Citizenship or Place of Organization.........U.S.
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Number of (7) Sole Voting Power...........175,000
Shares Bene- ---------------------------------------
ficially Owned (8) Shared Voting Power.........
by Each Reporting ---------------------------------------
Person With (9) Sole Dispositive Power......175,000
(10) Shared Dispositive Power...
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11) Aggregate Amount Beneficially Owned by Each Reporting
Person.......175,000
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12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)......
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13) Percent of Class Represented by Amount in Row 11..10.35%
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14) Type of Reporting Person (See Instructions).....IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This Statement of Beneficial Ownership on Schedule 13D relates to the
Redeemable Class A Warrants (the "Warrants") of Jenna Lane, Inc. (the "Issuer"),
whose principal executive offices are located at 1407 Broadway, Suite 1801, New
York, New York 10018.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: Lawrence Kaplan
(b) Residence or business address: 150 Vanderbilt Motor Parkway, Suite
311, Hauppauge, New York 11788
(c) Present principal occupation or employment and the name, principal
business and address or any corporation or other organization in which such
employment is conducted: Mr. Kaplan is the sole shareholder, officer and
director of G-V Capital Corp., an NASD registered broker-dealer. Reporting
person is a former director of the Issuer.
(d) Involvement in Certain Legal Proceedings. Not applicable
(e) Party to a Civil Proceeding. Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Reporting person purchased the securities mentioned herein were purchased
with reporting person's personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction is for private investment. The reporting
person is not interested in, and has no plans or proposals which relate to or
would result in, the items described in Item 4(a)-(j).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Reporting person beneficially owns an aggregate of 175,000 Warrants,
representing 10.35% of all the outstanding Warrants.
(b) Reporting person has sole power to vote and dispose or direct the
disposition of all the Warrants reported herein, as well as the shares of Common
Stock underlying such Warrants.
(c) The Warrants reported herein were purchased by reporting person on
August 16, 1996 as part of an investment unit comprising a promissory note for
$87,500 and 175,000 Warrants for an aggregate purchase price of $87,500. The
promissory note was repaid by the Issuer on March
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26, 1997 from the proceeds of its initial public offering.
(d) No person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Warrants or
underlying shares of Common Stock disclosed herein, other than reporting person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Kaplan has executed an agreement (the "Lock-Up Agreement") providing
that all securities which he acquired in 1995 cannot be transferred or sold for
a period of one (1) year from March 19, 1997 and that all securities which he
acquired in 1996 (including the Warrants and underlying shares of Common Stock)
cannot be transferred or sold for a period of two (2) years from March 19, 1997.
Mr. Kaplan also has filed a Schedule 13D with respect to his beneficial
ownership of shares of Common Stock of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Lock-Up Agreement
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: 3/25/97
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/s/ Lawrence Kaplan
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LAWRENCE KAPLAN
EXHIBIT INDEX
Exhibit 1. Lock-Up Agreement
______________________________
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EXHIBIT 1:
Jenna Lane, Inc.
1407 Broadway
New York, NY 10018
Walsh Manning Securities, LLC
90 Broad Street
New York, NY 10004
RE: Jenna Lane, Inc.
Director/Officer Lockup
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Dear Sir/Madam:
The undersigned is the beneficial owner of securities of Jenna Lane, Inc.
(the "Company"). The undersigned has been advised that the Company has entered
into a Letter of Intent with Walsh Manning Securities, LLC for a public offering
by the Company of approximately $7,000,000 of gross proceeds (the "Public
Offering"). The undersigned further understands that it is a condition of the
Letter of Intent and successful completion of the Public Offering, including
listing of the Company's securities on the Nasdaq National Market System, that
the undersigned execute and deliver this Letter Agreement. The undersigned
hereby agrees that, (i) for a period of one years from the date of the final
Prospectus covering the Public Offering of the Company (the "Effective Date"),
the undersigned will not offer, pledge, sell, hypothecate, contract to sell,
grant any option for the sale of, or otherwise dispose of, directly or
indirectly (collectively, a "Transfer"), any securities of the Company acquired
by the undersigned prior to December 31, 1995 and beneficially owned by the
undersigned and (ii) for a period of two years from the Effective Date, the
undersigned will not Transfer any securities of the Company acquired by the
undersigned after December 31, 1995 and prior to the Effective Date and
beneficially owned by the undersigned.
The undersigned acknowledges and agrees that the Company will request that
the Company's transfer agent place a stop transfer instruction on all securities
of Jenna Lane, Inc. held or beneficially owned by the undersigned, reflecting
this Letter Agreement.
Date: March 6, 1997 /s/ Lawrence Kaplan
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Lawrence Kaplan
Please date, sign exactly as name appears on the records of the Company, and
promptly return in the enclosed envelope. When signing as guardian, executor,
administrator, attorney, trustee, custodian, or in any other similar capacity,
please give full title. If a corporation, sign in full corporate name by
president or other authorized officer, giving title. If a partnership, sign in
partnership name by authorized person. In the case of joint ownership, each
joint owner must sign.
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