SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K/A
Amendment No. 2
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 1996
Lafayette Industries, Inc.
(Exact name of Registrant as Specified in its Charter)
Delaware 0-25384 11-3190678
(State or other jurisdiction (Commission (IRS Employer
of incorporation File No.) Identification No.)
160 Broadway, Suite 901, New York, New York 10038
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (212) 233-4500.
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Item 7. Financial Statements and Exhibits.
1.1 Consolidated financial statements of SES Holdings Corp.
("SESH")(1)
Report of Independent Certified Public Accountants
Consolidated Balance Sheets at December 31. 1995 and 1994
Consolidated Statements of Operations and Accumulated Deficit
for the years ended December 31, 1995 and 1994
Consolidated Statements of Cash Flows for the years ended December
31, 1995 and 1994
Notes to Consolidated Financial Statements
1.2 Financial statements of WWR Technologies, Inc. ("WWR")(1)
Report of Independent Certified Public Accountants
Balance Sheet at December 31, 1995
Statements of Operations for the year ended December 31, 1995
Statement of Stockholder's Deficit for the year ended December
31, 1995
Statements of Cash Flows for the year ended December 31, 1995
Notes to Financial Statements
2. The pro forma financial statements of the Registrant, SESH and WWR
(1).
Unaudited Pro Forma Combined Balance Sheet at September 30,
1996.
Unaudited Pro Forma Combined Statement of Operations for the nine
months ended September 30, 1996.
Unaudited Pro Forma Combined Statement of Operations for the year
ended December 31, 1995.
3.1 Agreement (the "Agreement") dated as of December 20, 1996, by and
among SIS Capital Corp., DLB, Inc., Lewis S. Schiller and Lafayette
Industries, Inc.(1)
3.2 Exhibits to the Agreement(2)
3.3 Certificate of Designation of Lafayette Industries, Inc. setting
forth the rights, preferences and privileges of the holders of the
Series A Convertible Preferred Stock and the Series B Redeemable
Preferred Stock.(1)
3.4 Agreement dated as of December 1, 1996, between SES Holdings Corp.
and The Trinity Group, Inc.(1)
3.5 Form of Regulation S Subscription Agreement.(1)
3.6 Letter dated February 13, 1997 from Lazar, Levine & Company LLP to
the Commission.
(1) Previously filed.
(2) To be filed by amendment.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LAFAYETTE INDUSTRIES, INC.
LEWIS S. SCHILER
----------------
Date: February 27, 1997 Lewis S. Schiller
Chairman and Chief Executive Officer
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Exhibit 3.6
Lazar, Levine & Company LLP
Certified Public Accountants
Melvin F. Lazar, CPA 350 Fifth Avenue - Suite 6820
Neil J. Weisbrod, CPA New York, NY 10118-0179
Henry B. Guberman, CPA (212) 736-8466
Amiram (Kiki) Bielory, CPA Fax: (212) 629-3219
Ted M. Felix, CPA
Barry J. Schreiber, CPA
Michael Dinkes, CPA 4 Becker Farm Road
Roseland, NJ 07068
(201) 533-1040
Fax: (201) 535-1603
February 13, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Re: Lafayette Industries, Inc.
File No. 0-25384
Dear Sir or Madam:
Effective today we were notified by the above named registrant that they had
filed a Form 8-K, Item 4, on January 30, 1997.
We received a copy of such 8-K today, and we have read item 4 and agree with the
statements contained therein.
Very Truly Yours,
/S/ Lazar, Levine & Company LLP
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LAZAR, LEVINE & COMPANY LLP
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