SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT



Date of Report (Date of earliest event reported):  January 23, 2001



                                    LBP, INC.

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Delaware                             0-24094                          13-3764375

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(State or other              (Commission File Number)           (I.R.S. Employer
jurisdiction                                                 Identification No.)
of incorporation)


                  200 Mamaroneck Avenue, White Plains, New York            10601

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                    (Address of principal executive offices)          (Zip Code)


Registrant's telephone number, including area code:               (914) 421-2545

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          (Former name or former address, if changed since last report)




ITEM 5.   OTHER EVENTS

          On  January  23,  2001,  a  stockholder  of  Registrant   commenced  a
proceeding  against  Registrant and its directors  purporting to be both a class
action,  and a derivative action on behalf of Registrant.  BARRY BRAGER VS LEIGH
J. ABRAMS,  JAMES GERO,  MARSHALL PAYNE, EDWARD W. ROSE, III AND LBP, INC., Case
No. 01 Civ. 0249,  United States District Court,  Southern District of New York.
The Complaint  alleges that the directors caused Registrant and its stockholders
to sustain  losses  because the  directors  allegedly  violated  the  Investment
Company Act of 1940,  as amended  (the "'40 Act") by not causing  Registrant  to
become a registered  investment  company,  and because  Registrant  made certain
allegedly improper investments.

          Plaintiff  purports to represent the interests of Registrant,  as well
as all  Registrant's  stockholders  as a class (other than the  defendants),  in
seeking  (i) to  recover  damages in an amount to be  determined  at a trial for
alleged breaches of defendants'  fiduciary duties; (ii) to require Registrant to
become a  registered  investment  company  under  the '40 Act;  (iii) to  enjoin
implementation  of  Registrant's  Plan  of  Liquidation;  and  (iv)  to  recover
plaintiff's costs, expenses and legal fees.

          Registrant  and the  defendants  believe that the  allegations  in the
Complaint  are without  merit,  and intend to  vigorously  defend  against them.
Moreover,  Registrant  and  the  defendants  believe  that  plaintiff  does  not
represent the interests of all  stockholders of Registrant in seeking the relief
requested,  and that plaintiff does not have standing to assert certain  claims.
Registrant has notified its insurer of the claim.

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          Pursuant to the  requirements  of the  Securities  and Exchange Act of
1934,  as  amended,  Registrant  has duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                      LBP, Inc.
                                      (Registrant)

                                      By:  /s/ Leigh J. Abrams
                                           -------------------
                                           Leigh J. Abrams
                                           President and Chief Executive Officer
Dated:  February 7, 2001


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