UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Image Industries, Inc.
(Name of Issuer)
Common Stock
(Title of Class and Securities)
45244B106
(CUSIP Number of Class of Securities)
Michael J. Halpern
1999 Avenue of the Stars, Suite 1950
Los Angeles, CA 90067
(310) 201-7795
Copy to:
Jeanne M. Flynn
O'Melveny & Myers LLP
1999 Avenue of the Stars, 7th Floor
Los Angeles, CA 90067
(310) 553-6700
(Name, Address and Telephone Number
of Person Authorized
to Receive Notices and Communications)
June 24, 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
this Statement: [ ]
Page 1 of 7
<PAGE>
(1) NAME OF REPORTING PERSON
Dorchester Partners, L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP:
(a) [x]
(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
: (7) SOLE VOTING POWER
: -0- SHARES OF COMMON STOCK
:
: (8) SHARED VOTING POWER
Number Of Shares : 439,900 SHARES OF COMMON STOCK
Beneficially Owned :
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : -0- SHARES OF COMMON STOCK
:
: (10) SHARED DISPOSITIVE POWER
: 439,900 SHARES OF COMMON STOCK
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
439,900 SHARES OF COMMON STOCK
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.35%
(14) TYPE OF REPORTING PERSON
PN
<PAGE>
(1) NAME OF REPORTING PERSON
Dorchester Advisors, Inc.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP:
(a) [X]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
: (7) SOLE VOTING POWER
: -0- SHARES OF COMMON STOCK
:
: (8) SHARED VOTING POWER
Number Of Shares : 439,900 SHARES OF COMMON STOCK
Beneficially Owned :
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : -0- SHARES OF COMMON STOCK
:
: (10) SHARED DISPOSITIVE POWER
: 439,900 SHARES OF COMMON STOCK
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
439,900 SHARES OF COMMON STOCK
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
8.35%
(14) TYPE OF REPORTING PERSON
CO
<PAGE>
(1) NAME OF REPORTING PERSON
Michael J. Halpern
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
PF, AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
: (7) SOLE VOTING POWER
: 5,800 SHARES OF COMMON STOCK
:
: (8) SHARED VOTING POWER
Number Of Shares : 445,700 SHARES OF COMMON STOCK
Beneficially Owned :
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : 5,800 SHARES OF COMMON STOCK
:
: (10) SHARED DISPOSITIVE POWER
: 445,700 SHARES OF COMMON STOCK
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
445,700 SHARES OF COMMON STOCK
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
8.46%
(14) TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 1 to Schedule 13D, filed on behalf
of Dorchester Partners, L.P., a Delaware limited partnership
("Partners"), Dorchester Advisors, Inc., a California corporation
("Advisors"), and Michael J. Halpern, an individual ("Halpern"),
hereby amends the Schedule 13D filed on October 25, 1995 as
follows:
ITEM 1. SECURITY AND ISSUER
Item 1 is hereby amended by replacing the last sentence
thereof with the following information:
At June 28, 1996, Image had outstanding 5,266,285
shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended to supply the following
additional information:
As of the date hereof, Partners is the direct,
beneficial owner of 439,900 shares of Common Stock, which
constitutes 8.35% of the outstanding shares of Common Stock.
Advisors does not directly own any Common Stock but, by virtue of
its position as the general partner of Partners, may be deemed to
own beneficially the shares of Common Stock held by Partners. As
of the date hereof, Halpern is the direct, beneficial owner of
5,800 shares of Common Stock and, by virtue of his status as
controlling stockholder of Advisors, may be also deemed to own
beneficially the shares of Common Stock held by Partners. As a
result, Halpern's direct and indirect beneficial ownership
aggregates 445,700 shares, representing 8.46%, of the outstanding
shares of Image Common Stock.
The following table sets forth the transactions
effected by Partners during the past sixty days. Each of the
transactions set forth below reflects a purchase or sale effected
by means of an over-the-counter trade. The Price Per Share
excludes commissions, if any.
[CAPTION]
<TABLE>
<S> <C> <C> <C>
Number of
Buy Shares
or Price Per Acquired
Trade Date Sell Share or Sold
- ---------- ---- --------- ---------
04/25/96 B 12.938 1,000
04/26/96 B 12.500 1,000
04/29/96 B 12.375 5,000
04/30/96 B 12.250 5,000
05/02/96 B 12.000 2,500
05/03/96 S 11.875 4,000
05/07/96 B 12.063 5,000
05/08/96 B 11.875 2,000
05/09/96 B 12.125 400
05/10/96 B 11.750 4,000
05/13/96 B 11.750 300
05/14/96 B 11.625 1,000
05/15/96 B 11.625 1,000
05/17/96 S 11.750 2,600
05/20/96 S 11.750 3,000
05/24/96 S 12.224 3,800
05/29/96 S 12.438 2,500
05/31/96 B 13.125 1,500
05/31/96 B 13.250 1,000
06/03/96 B 13.796 7,000
06/04/96 B 14.014 9,000
06/05/96 B 14.125 2,000
06/11/96 S 13.500 200
06/12/96 B 13.500 2,000
06/14/96 B 13.750 1,000
06/17/96 B 13.958 3,000
06/24/96 B 14.000 25,000
06/25/96 B 14.000 1,000
06/27/96 B 13.875 1,000
</TABLE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
Dated: July 1, 1996
DORCHESTER ADVISORS, INC.
By:__/s/ Michael J. Halpern__
Michael J. Halpern
President
DORCHESTER PARTNERS, L.P.
By: Dorchester Advisors, Inc.
General Partner
By: __/s/ Michael J. Halpern__
Michael J. Halpern
President
__/s/ Michael J. Halpern__
Michael J. Halpern
<PAGE>
