-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VcnW5+zU+YUTjYgMJiLo6DSIop8sD7AT8rEkEg64k8tuWH0BtylzFUdv6kf2cljV y6JpKXLUrBDUqy8/w2Hp5w== 0000950117-96-000437.txt : 19960515 0000950117-96-000437.hdr.sgml : 19960515 ACCESSION NUMBER: 0000950117-96-000437 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960514 SROS: AMEX GROUP MEMBERS: LEON TEMPELSMAN GROUP MEMBERS: LEON TEMPELSMAN & SON GROUP MEMBERS: TEMPELSMAN MAURICE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAZARE KAPLAN INTERNATIONAL INC CENTRAL INDEX KEY: 0000202375 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, SILVERWARE & PLATED WARE [3910] IRS NUMBER: 132728690 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-03935 FILM NUMBER: 96562431 BUSINESS ADDRESS: STREET 1: 529 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129729700 MAIL ADDRESS: STREET 1: 529 FIFTH AVE STREET 2: 529 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TEMPELSMAN MAURICE CENTRAL INDEX KEY: 0000921663 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 529 STREET 2: 529 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129729700 SC 13D/A 1 TEMPELSMAN ET AL 13-D AM#7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 7) LAZARE KAPLAN INTERNATIONAL INC. (Name of issuer) Common Stock, $1.00 Par Value Per Share (Title of class of securities) 521078-10-5 (CUSIP number) Warshaw Burstein Cohen Schlesinger & Kuh 555 Fifth Avenue, New York, New York 10017 (212) 984-7700 Attn: Frederick R. Cummings, Jr., Esq. (Name, address and telephone number of person authorized to receive notices and communications) April 30, 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 [ ]. (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. (Continued on following pages) Page 1 of 9 pages CUSIP NO. 521078-10-5 Page 2 of 9 pages _______________________________________________________________________________ 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Maurice Tempelsman S.S. No. ###-##-#### _______________________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] _______________________________________________________________________________ 3. SEC Use Only _______________________________________________________________________________ 4. Source of Funds (See Instructions) N/A _______________________________________________________________________________ 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] _______________________________________________________________________________ 6. Citizenship or Place of Organization United States _______________________________________________________________________________ 7. Sole Voting Power 3,865,350 Number of Shares ___________________________________________________ Beneficially 8. Shared Voting Power 0 Owned by Each ___________________________________________________ Reporting 9. Sole Dispositive Power 3,865,350 Person With ___________________________________________________ 10. Shared Dispositive Power 0 _______________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,865,350 _______________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] _______________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 62.8% _______________________________________________________________________________ 14. Type of Reporting Person (See Instructions) IN CUSIP No. 521078-10-5 Page 3 of 9 pages _______________________________________________________________________________ 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Leon Tempelsman S.S. No. ###-##-#### _______________________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] _______________________________________________________________________________ 3. SEC Use Only _______________________________________________________________________________ 4. Source of Funds (See Instructions) N/A _______________________________________________________________________________ 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] _______________________________________________________________________________ 6. Citizenship or Place of Organization United States _______________________________________________________________________________ 7. Sole Voting Power 1,681,895 Number of Shares ___________________________________________________ Beneficially 8. Shared Voting Power 0 Owned by Each ___________________________________________________ Reporting 9. Sole Dispositive Power 1,589,873 Person With ___________________________________________________ 10. Shared Dispositive Power 0 _______________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,887,445 _______________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] _______________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 30.7% _______________________________________________________________________________ 14. Type of Reporting Person (See Instructions) IN CUSIP No. 521078-10-5 Page 4 of 9 pages _______________________________________________________________________________ 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Leon Tempelsman & Son I.R.S. No. 13-3208438 _______________________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] _______________________________________________________________________________ 3. SEC Use Only _______________________________________________________________________________ 4. Source of Funds (See Instructions) N/A _______________________________________________________________________________ 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] _______________________________________________________________________________ 6. Citizenship or Place of Organization New York _______________________________________________________________________________ 7. Sole Voting Power 1,528,416 Number of Shares __________________________________________________ Beneficially 8. Shared Voting Power 0 Owned by Each __________________________________________________ Reporting 9. Sole Dispositive Power 1,528,416 Person With __________________________________________________ 10. Shared Dispositive Power 0 _______________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,528,416 _______________________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] _______________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 24.8% _______________________________________________________________________________ 14. Type of Reporting Person (See Instructions) PN CUSIP No. 521078-10-5 Page 5 of 9 pages The Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on September 27, 1983 is hereby amended and restated in its entirety. Item 1. Security and Issuer This statement (the "Statement") relates to the Common Stock, par value $1.00 per share ("Common Stock"), of Lazare Kaplan International Inc., a Delaware corporation ("LKI"), whose principal executive offices are located at 529 Fifth Avenue, New York, New York 10017. Item 2. Identity and Background a. This Statement is being filed on behalf of Maurice Tempelsman, Leon Tempelsman, and Leon Tempelsman & Son, a New York limited partnership of which Maurice Tempelsman and Leon Tempelsman are the general partners ("LTS"). b. The business address for each of Maurice Tempelsman, Leon Tempelsman and LTS is 529 Fifth Avenue, New York, New York 10017. c. The present principal occupation or employment of Maurice Tempelsman is Chairman of the Board of Lazare Kaplan International Inc. The present principal occupation or employment of Leon Tempelsman is President of Lazare Kaplan International Inc. The principal business of LTS is seeking venture capital opportunities as well as the rendering of advisory services in international exploration, development, mining and manufacturing activities relating to various minerals. d. During the last five years, neither LTS, Maurice Tempelsman nor Leon Tempelsman has been convicted in a criminal proceeding. e. During the last five years, neither LTS, Maurice Tempelsman nor Leon Tempelsman was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating CUSIP No. 521078-10-5 Page 6 of 9 pages activities subject to, federal or state securities laws or finding any violation with respect to such laws. f. LTS is a New York limited partnership. Each of Maurice Tempelsman and Leon Tempelsman are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration Not applicable. Item 4. Purpose of the Transaction Not applicable. Item 5. Interest In Securities of the Issuer LTS is the record owner of 1,528,416 shares of Common stock representing 24.8% of the issued and outstanding shares of Common Stock of LKI. The following sales of Common Stock, all of which were effected in open market transactions, have been made by Maurice Tempelsman since the filing of Amendment No. 6:
Date No. of Shares Price per Share ---- ------------- --------------- 4/17/96 2,700 $11.33 4/18/96 7,300 $11 4/22/96 6,400 $11.0273 4/23/96 2,600 $11 4/24/96 16,600 $11.0233
The following bona fide gifts of Common Stock have been made by Maurice Tempelsman since the filing of Amendment No.6:
Date No. of Shares ---- ------------- 12/22/94 10,700 3/26/96 12,480
Maurice Tempelsman is the record and beneficial owner of 2,336,934 shares of Common Stock and is deemed to CUSIP No. 521078-10-5 Page 7 of 9 pages own beneficially the 1,528,416 shares of Common Stock owned by LTS. Mr. Tempelsman has sole power to vote and dispose of all of the foregoing shares, or an aggregate of 3,865,350 shares of Common Stock, representing 62.8% of the issued and outstanding Common Stock of LKI. Leon Tempelsman is the record holder of 61,457 shares of Common Stock, of which 34,641 shares are held as custodian for his children. Mr. Tempelsman is deemed to own beneficially 2,240 shares held of record by his spouse, an aggregate of 53,541 shares held of record by his two sisters, 34,641 shares held of record by one of his sisters as custodian for her children, and 1,600 shares held of record by his brother-in-law, as to all of which shares Mr. Tempelsman has been granted a proxy. In addition, Mr. Tempelsman is deemed to own beneficially the 1,528,416 shares of Common Stock owned by LTS and 205,550 shares of Common Stock which are the subject of currently exercisable options granted to Mr. Tempelsman pursuant to LKI's 1988 Stock Option Incentive Plan. Mr. Tempelsman has sole power to vote all of the foregoing shares, or an aggregate of 1,887,445 shares of Common Stock representing 30.7% of the issued and outstanding Common Stock of LKI, and has sole power to dispose of the 61,457 shares held by him of record, the 205,550 shares issued to him upon the exercise of his options, and the 1,528,416 shares held by LTS. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer ___________________________________________________________ Each of Cathy Tempelsman, Marcy Tempelsman Meiller, Rena Speisman and Scott Meiller, Leon Tempelsman's wife, sisters and brother-in-law, respectively, has appointed Mr. Tempelsman proxy to represent each of them at any annual or special meeting of shareholders of LKI held on or prior to December 31, 2001, and to vote all shares of Common Stock of LKI which such person would be entitled to vote thereat. CUSIP No. 521078-10-5 Page 8 of 9 pages Item 7. Material to be Filed as Exhibits (i) Agreement of Joint Filing of Schedule 13D among Maurice Tempelsman, Leon Tempelsman and Leon Tempelsman & Son (previously filed). (ii) (a) Proxy, dated May 8, 1996, from Cathy Tempelsman to Leon Tempelsman. (b) Proxy, dated May 8, 1996, from Marcy Tempelsman Meiller to Leon Tempelsman. (c) Proxy, dated May 8, 1996, from Rena Speisman to Leon Tempelsman. (d) Proxy, dated May 8, 1996, from Scott Meiller to Leon Tempelsman. CUSIP No. 521078-10-5 Page 9 of 9 pages After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this Amendment No. 7 to the Schedule 13D filed by the undersigned is true, complete and correct. May 13, 1996 /s/ Maurice Tempelsman ______________________________________ Maurice Tempelsman /s/ Leon Tempelsman ______________________________________ Leon Tempelsman Leon Tempelsman & Son By: /s/ Maurice Tempelsman ______________________________________ Maurice Tempelsman, General Partner By: /s/ Leon Tempelsman ______________________________________ Leon Tempelsman, General Partner EX-99 2 EXHIBIT II(A) May 8, 1996 Mr. Leon Tempelsman 529 Fifth Avenue New York, New York 10017 Dear Leon: As you are a member of the Board of Directors of Lazare Kaplan International Inc. ("LKI"), I feel that you are better qualified than I to vote the shares of Common Stock of LKI held by me. As such, I hereby appoint you, Leon Tempelsman, proxy, on my behalf and in my name, to represent me at any Annual or Special Meetings of the Shareholders of LKI held on or prior to December 31, 2001, to vote all shares of Common Stock of LKI which I would be entitled to vote if then and there personally present on any and all matters to come before such Meetings and to vote on all shares of Common Stock of LKI which I would be entitled to vote on any matters submitted to a vote of shareholders of LKI other than at such a Meeting of Shareholders. Very truly yours, /s/ Cathy Tempelsman --------------------------- Cathy Tempelsman EX-99 3 EXHIBIT II(B) May 8, 1996 Mr. Leon Tempelsman 529 Fifth Avenue New York, New York 10017 Dear Leon: As you are a member of the Board of Directors of Lazare Kaplan International Inc. ("LKI"), I feel that you are better qualified than I to vote the shares of Common Stock of LKI held by me. As such, I hereby appoint you, Leon Tempelsman, proxy, on my behalf and in my name, to represent me at any Annual or Special Meetings of the Shareholders of LKI held on or prior to December 31, 2001, to vote all shares of Common Stock of LKI which I would be entitled to vote if then and there personally present on any and all matters to come before such Meetings and to vote on all shares of Common Stock of LKI which I would be entitled to vote on any matters submitted to a vote of shareholders of LKI other than at such a Meeting of Shareholders. Very truly yours, /s/ Marcy Tempelsman Meiller --------------------------- Marcy Tempelsman Meiller EX-99 4 EXHIBIT II(C) May 8, 1996 Mr. Leon Tempelsman 529 Fifth Avenue New York, New York 10017 Dear Leon: As you are a member of the Board of Directors of Lazare Kaplan International Inc. ("LKI"), I feel that you are better qualified than I to vote the shares of Common Stock of LKI held by me. As such, I hereby appoint you, Leon Tempelsman, proxy, on my behalf and in my name, to represent me at any Annual or Special Meetings of the Shareholders of LKI held on or prior to December 31, 2001, to vote all shares of Common Stock of LKI which I would be entitled to vote if then and there personally present on any and all matters to come before such Meetings and to vote on all shares of Common Stock of LKI which I would be entitled to vote on any matters submitted to a vote of shareholders of LKI other than at such a Meeting of Shareholders. Very truly yours, /s/ Rena Speisman --------------------------- Rena Speisman EX-99 5 EXHIBIT II(D) May 8, 1996 Mr. Leon Tempelsman 529 Fifth Avenue New York, New York 10017 Dear Leon: As you are a member of the Board of Directors of Lazare Kaplan International Inc. ("LKI"), I feel that you are better qualified than I to vote the shares of Common Stock of LKI held by me. As such, I hereby appoint you, Leon Tempelsman, proxy, on my behalf and in my name, to represent me at any Annual or Special Meetings of the Shareholders of LKI held on or prior to December 31, 2001, to vote all shares of Common Stock of LKI which I would be entitled to vote if then and there personally present on any and all matters to come before such Meetings and to vote on all shares of Common Stock of LKI which I would be entitled to vote on any matters submitted to a vote of shareholders of LKI other than at such a Meeting of Shareholders. Very truly yours, /s/ Scott Meiller --------------------------- Scott Meiller -----END PRIVACY-ENHANCED MESSAGE-----