Lancit Media Entertainment Ltd – ‘PRE 14A’ for 6/30/96

As of:  Tuesday, 10/29/96   ·   For:  6/30/96   ·   Accession #:  868796-96-15   ·   File #:  0-23414

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Preliminary Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Materials                           16±    75K 

Document Table of Contents

LANCIT MEDIA PRODUCTIONS, LTD.              
601 West 50th Street              
New York, New York 10019              

NOTICE OF ANNUAL MEETING              

To Be Held On December 18, 1996             

TO OUR SHAREHOLDERS:                                                            

The Annual Meeting of Shareholders of Lancit Media Productions, Ltd., a New York
corporation (the "Company"),  will be held at the Company's  offices at 601 West
50th Street, New York, New York 10019 on Wednesday,  December 18, 1996, at 11:00
A.M. to consider                                                                
and take action on the following matters:                                       

      1. The  election of a board of  directors  to hold  office  until the 1997
Annual Meeting of Shareholders  and until their successors have been elected and
qualified.                                                                      

2.   An amendment of the Certificate of  Incorporation of the       
Company   to  change   the   Company's   name  to   "Lancit   Media             
Entertainment, Ltd."; and                                                       

3.   The  transaction  of such other business as may properly       
come before the Meeting or any adjournments thereof.                            

      The Board of  Directors  has fixed the close of  business  on  November 1,
1996,  as the record  date for the  determination  of  shareholders  entitled to
notice of and to vote at the Meeting and any  adjournment or postponement of the
Meeting.                                                                        

      Your vote is important,  regardless of the size of your  holdings.  PLEASE
COMPLETE,  SIGN,  AND DATE THE  ENCLOSED  PROXY AND  RETURN IT  PROMPTLY  IN THE
ENCLOSED  SELF-ADDRESSED  ENVELOPE.  NO POSTAGE IS REQUIRED IF MAILED WITHIN THE
UNITED  STATES.  Any Proxy may be revoked at any time before it is  exercised by
following the instructions set forth on the first page of the accompanying Proxy
Statement.                                                                      

                BY ORDER OF THE BOARD OF DIRECTORS

                                    /S/ Marc L. Bailin
New York, New York                                  Marc L. Bailin              
November 11, 1996                                   Secretary                   

LANCIT MEDIA PRODUCTIONS, LTD.              
601 West 50th Street              
New York, New York 10019              

PROXY STATEMENT             

Solicitation and Voting of Proxies                                              

      This Proxy Statement is furnished in connection  with the  solicitation on
behalf of the Board of Directors of Lancit  Media  Productions,  Ltd. a New York
corporation  (the  "Company"),  of proxies to be voted at the Annual  Meeting of
Shareholders to be held on Wednesday,  December 18, 1996 (the "Meeting") and any
adjournment or postponement of the Meeting.                                     

      The Board of  Directors  of the Company has fixed the close of business on
November 1, 1996 as the record date (the "Record Date") for the determination of
holders of shares of  outstanding  common stock,  par value $.001 per share (the
"Common Stock"),  of the Company entitled to notice of and to vote at the Annual
Meeting.  On the Record Date there were 6,626,750  outstanding  shares of Common
Stock,  the  holders  of which will be  entitled  to one vote per share for each
matter submitted to a vote at the Meeting. The presence,  in person or by proxy,
of the holders of a majority  of the  outstanding  shares  entitled to vote will
constitute a quorum for the transaction of business.                            

      A proxy in the  accompanying  form  which is  properly  signed,  dated and
returned  to the  Company  and not  revoked  will be  voted in  accordance  with
instructions  contained therein. If no instructions are indicated,  proxies will
be voted as  recommended by the Board of Directors.  Shareholders  of record who
execute  proxies may revoke them at any time prior to their being  exercised  by
delivering  written  notice to the  Secretary of the Company or by  subsequently
executing and  delivering  another  proxy at any time prior to the voting.  Mere
attendance at the Meeting will not revoke the proxy,  but a shareholder  present
at the Meeting may revoke his proxy and vote in person.                         

       As of the date of this  Proxy  Statement,  the only  business  which  the
management of the Company  intends to present at the Meeting are the matters set
forth in the accompanying Notice of Annual Meeting.  Management has no knowledge
of any other  business to be  presented  at the  Meeting.  If other  business is
brought before the Meeting, the persons named in the enclosed form of proxy will
vote according to their discretion.                                             

      The approximate  date on which this Proxy  Statement and the  accompanying
proxy will first be mailed to shareholders is November 13, 1996.                

The date of this Proxy Statement is November 11, 1996             

Expenses of Solicitation                                                        

          The cost of soliciting proxies will be borne by the Company, including
expenses in connection  with the preparation and mailing of this Proxy Statement
and  all  papers  which  now  accompany  or may  hereafter  supplement  it.  The
solicitation  will be made by mail.  The Company will supply  brokers or persons
holding  shares of record in their names or in the names of their  nominees  for
other persons,  as beneficial  owners,  with such additional  copies of proxies,
proxy  materials and Annual  Reports as may reasonably be requested in order for
such record holders to send one copy to each  beneficial  owner,  and will, upon
request of such record holders,  reimburse them for their reasonable expenses in
mailing such material.                                                          

          Certain  directors,   officers  and  employees  of  the  Company,  not
especially  employed for this purpose,  may solicit Proxies,  without additional
remuneration therefor, by mail, telephone,  telegraph or personal interview. The
Company  may also  enlist  the  assistance  of  brokerage  houses,  fiduciaries,
custodians and other like parties in soliciting proxies.                        

Vote Required                                                                   

      The  election of  directors  will require a plurality of the votes cast in
the  election,  a quorum  being  present at the  Meeting.  The  approval  of the
amendment  to the  Company's  Certificate  of  Incorporation  will  require  the
affirmative vote of a majority of the outstanding  shares of Common Stock.  Each
other matter will require the  affirmative  vote of a majority of the votes cast
on the matter,  a quorum being present at the Meeting.  Generally,  abstentions,
shares  withholding  authority to vote for one or more  nominees for election as
director,  and shares held by brokers for their customers and represented at the
Meeting  but as to which the  brokers  have no voting  instructions  from  their
customers  and thus  have no  discretion  to vote on  certain  matters  ("broker
non-votes")  will be  considered  present  at the  Meeting  for the  purpose  of
determining  the presence of a quorum,  but because they are neither votes "for"
nor "against,"  are not counted in  determining  the votes cast on a matter and,
therefore, have no effect on the outcome of the vote.                           

      Because  approval  of  the  amendment  to  the  Company's  Certificate  of
Incorporation will require the affirmative vote of a majority of the outstanding
shares of Common  Stock,  abstentions  and broker  non-votes  will have the same
effect as votes against  approval.  As directors  will be elected by a favorable
vote of a plurality of the shares of Common Stock  present and entitled to vote,
in person or by proxy, at the Meeting, votes "withheld" from director-nominee(s)
are  not  counted   against  the  election  of  such   nominees.   Brokers  have
discretionary authority to vote on this proposal.                               

Security Ownership of Certain Beneficial Owners and Management                  

      The following table sets forth, as of September 27, 1996, the ownership of
the Company's  Common Stock held by (i) each person who owns of record or who is
known by the Company to own beneficially  more than 5% of such stock,  (ii) each
of the  directors  and nominees for election as directors of the Company,  (iii)
the Company's chief executive  officer and each other executive  officer to whom
aggregate annual  compensation  (salary and bonus) exceeded  $100,000 during the
Company's  most recently  completed  fiscal year (see  "EXECUTIVE  COMPENSATION"
below) and (iv) all of the  Company's  directors  and  executive  officers  as a
group. As of such date, the Company had 6,626,750  shares of Common Stock issued
and  outstanding.  The  number  of  shares  and  the  percentage  of  the  class
beneficially  owned by the persons  named in the table and by all  directors and
executive  officers as a group is presented in accordance with Rule 13d-3 of the
Securities and Exchange  Commission ("SEC") and includes,  in addition to shares
actually issued and  outstanding,  unissued shares which are subject to issuance
upon  exercise of options  within 60 days.  Except as otherwise  indicated,  the
persons named in the table have sole voting and  dispositive  power with respect
to all securities listed.                                                       

Security Ownership            

                                   Number of     Percent
                               Shares       of
Name and Address of Beneficial Owners        Beneficially    Class              
                                  Owned        (%)
Discovery Communications, Inc.                                                  
7700 Wisconsin Avenue                                                           
Bethesda, Maryland 20814.................       876,232 1     12.4%             

Directors, Nominees and Executive Officers2                                     
Cecily Truett............................     1,149,238 3     17.3%             
Laurence A. Lancit.......................     1,149,238 3     17.3%             
Marjorie Kaplan..........................        80,000 4      1.2%             
Arlene J. Scanlan........................        61,667 4         *             
Orly Wiseman.............................        61,000 5         *             
John R. Costantino.......................        26,400 6         *             
Marc L. Bailin...........................        24,000 7         *             
Joseph Kling.............................         5,000 4         *             
All Officers and Directors as a Group (12     1,610,905 8     23.1%             
persons).................................                                       

*.....Less than 1 %                                                             

1     Includes  warrants  to  purchase  438,116  shares.  The  number  of shares
      beneficially  owned is derived from the Schedule 13D filed with the SEC by
Discovery Communications, Inc.                                      

2     Address is c/o Lancit Media Productions,  Ltd., 601 West 50th             
Street,  New  York,  New  York  10019  for all  officers  and       
directors.                                                          

3     Laurence A. Lancit and Cecily  Truett are husband and wife.  Includes  (i)
      560,653 shares of Common Stock held by the named individual's spouse 2,932
      held by the named individual's  children and 25,000 shares held by a trust
      for the  benefit  of the named  individual's  children,  and (ii)  560,653
      shares of Common Stock held by the named individual. Each named individual
disclaims beneficial ownership of the shares held by the spouse.    

4     Includes  options to purchase the following number of shares:             
Marjorie Kaplan - 80,000,  Arlene J. Scanlan - 21,667, Joseph       
Kling - 3,000.                                                      

5     Includes  options to  purchase  7,500  share  owned by Mr. Ed             
Wiseman,  Ms. Wiseman's husband, in which options Ms. Wiseman       
disclaims any  beneficial  interest,  and options to purchase       
47,500 shares owned by Ms. Wiseman.                                 

6     Includes  options to purchase  13,400  shares owned by Walden             
Partners,  Ltd. of which Mr.  Costantino is a vice president,       
director and principal,  and options to purchase 3,000 shares       
owned by Mr. Costantino.                                            

7     Includes  15,000 shares owned by Marie E. Valdes,  M.D.,  the             
wife of Mr. Bailin,  in which shares Mr. Bailin disclaims any       
beneficial  interest,  and options to purchase  3,000  shares       
owned by Mr. Bailin.                                                

8     Includes  options to purchase 352,567 shares and shares owned of record by
      persons other than those named in the table or described in notes 6 and 7.

Section 16(a) Beneficial Ownership Reporting Compliance                         

      Under United States securities laws, the Company's  directors and officers
and persons who own more than ten  percent of the Common  Stock are  required to
file initial  reports of ownership and reports of changes in ownership  with the
SEC.  Based solely on its review of copies of such  reports  received or written
representations from certain reporting persons, the Company believes that during
the fiscal year ended June 30, 1996, all filing requirements under section 16(a)
of the Securities  Exchange Act of 1934 (the "Exchange  Act")  applicable to its
directors  and  officers  and holders of more than 10% of its Common  Stock were
complied with except for the filing of Form 3 by David  Michaels,  the filing of
Form 4 by Mr. Kling, Mr. Lancit and Ms. Truett and the filing of Form 4 for four
transactions by Ms.                                                             
Wiseman.                                                                        

Board of Directors and Committees                                               

      The Company's  Board of Directors  (the "Board") held six (6) meetings and
acted on  unanimous  written  consent  seven (7) times in  fiscal  1996.  Of the
incumbent  directors,  none attended fewer than 100% of the aggregate  number of
meetings of the Board and the  committees  thereof on which they serve that were
held during the period that they served.                                        

      The functions of the Audit Committee of the Board (the "Audit Committee"),
currently   consisting  of  Messrs.   Kling,  Bailin  and  Costantino,   include
recommending the engagement and discharge of the independent auditors, directing
and supervising special investigations,  reviewing with the independent auditors
the plan and results of the auditing engagement, reviewing the scope and results
of the Company's  procedures for internal auditing,  approving each professional
service  provided by the  independent  auditors prior to the performance of such
service, reviewing the independence of the independent auditors, considering the
range of audit and nonaudit  fees and  reviewing  the adequacy of the  Company's
system of internal accounting controls. The Audit Committee held one (1) meeting
in fiscal 1996.                                                                 

      The Compensation  Committee of the Board (the  "Compensation  Committee"),
currently consisting of Messrs. Bailin, Costantino and Lancit, is authorized (i)
to establish  and maintain  compensation  guidelines  for salaries and merit pay
increases throughout the Company;  and (ii) to make specific  recommendations to
the Board concerning the compensation of executive officers of the Company.  The
Compensation  Committee also  administers  the Company's  retirement and savings
plan. The Compensation Committee held one (1) meeting in fiscal 1996.           

      In October 1996,  in order to bring the  Company's  1990 Stock Option Plan
(the "1990 Plan") into  compliance  with new revisions to the SEC's  regulations
under Section 16 of the Exchange Act, the Company's  Board amended the 1990 Plan
to  eliminate  the  Board's  3-member   Compensation   Advisory  Committee  (the
"Compensation Advisory Committee"), effective November 1, 1996. Until that time,
the Compensation  Advisory Committee consisted of Messrs.  Bailin and Lancit and
Ms. Truett and was empowered to grant  options  under,  to construe or interpret
the Plan, to prescribe,  amend and rescind rules and regulations  relating to it
and  to  make  all  other   determinations   necessary  or  advisable   for  its
administration, subject to its express terms and conditions. Except as otherwise
provided in the 1990 Plan, the Committee was also charged with determining which
persons would be granted options,  the nature of the options granted, the number
of shares  subject to options  and the time at which  options  would be granted.
Since  November 1, 1996, the  Compensation  Advisory  Committee's  functions are
being performed by the Board of Directors.  The Compensation  Advisory Committee
held one (1) meeting in fiscal 1996.                                            

      The Company  currently has no executive  committee or standing  nominating
committee.                                                                      

PROPOSAL NO.  1           

ELECTION OF DIRECTORS           

      The By-Laws of the Company  provide for a Board of  Directors of not fewer
than three  directors.  The Board  currently  consists of five  members,  Cecily
Truett, Laurence A. Lancit, Marc L. Bailin, Joseph Kling and John R. Costantino.
At the Meeting,  five  directors  will be elected to serve until the next Annual
Meeting  of  Shareholders  and until  their  successors  have been  elected  and
qualified. Any vacancies which occur during the year may be filled by the Board,
and any  directors so  appointed  must stand for  reelection  at the next annual
meeting of  shareholders.  All five current  directors  have been  nominated for
reelection  by the  Board.  All  nominees  have  consented  to be named and have
indicated their intent to serve if elected.                                     

      Each  "Non-Employee  Director"  of the Company  receives  $3,000 per year,
payable  semi-annually,  and options to purchase  3,000 shares of the  Company's
Common Stock pursuant to the 1994 Plan for service on the Board. A "Non-Employee
Director" is a person who as of any applicable date is a member of the Board but
is not an employee of the Company or any parent or  subsidiary  of the  Company,
but may include a person who though not an employee holds a statutory  office in
the Company. No other standard compensation was paid to directors of the Company
for their  services as directors of the Company  during  fiscal 1996.  See also,
"EXECUTIVE COMPENSATION - Certain Relationships and Related Transactions" below.

      Set forth below is certain  information  furnished by and  concerning  the
nominees for election as directors.                                             

CECILY  TRUETT,  age 47, is a  co-founder  of the Company and       
has  served  as  Chairman  of the  Board  of  Directors  and  Chief             
Executive  Officer  of the  Company  since  March  1989.  From  the             
Company's  inception in 1979 through March 1989,  Ms. Truett served             
as Executive  Vice  President  of the  Company.  From 1978 to 1979,             
Ms.  Truett was  Project  Director  of Books and  Broadcasting  For             
Children,   an   international   symposium  in  children's   media.             
Between 1974 and 1978, she was an associate  producer/producer  for             
South  Carolina  Educational   Television  Network  ("SCET").   Ms.             
Truett has served as a Blue  Ribbon  panelist  for the Emmy  Awards             
and as a  judge  at the  Prix  Jeunesse  International  Awards  for             
children's   programs.   Ms.   Truett  has  also  written  an  Emmy             
Award-winning  episode  of  Reading  Rainbow(R).  Ms.  Truett  is the           
wife of Laurence A. Lancit.                                                     

      LAURENCE A. LANCIT, age 48, is co-founder of the Company and has served as
President,  Chief  Operating  Officer and as a director of the Company since its
inception in 1979, as well as Treasurer through June 1995. From 1977 to 1979, he
was a  producer/director  for the Network for Continuing  Medical  Education,  a
major distributor of medical  information  productions to hospitals  nationwide.
From 1971 to 1977, Mr. Lancit was a producer/director for SCET, a PBS affiliate.
During this period,  his credits included Director of "Lowell Thomas Remembers",
a series of 44 half hours, and "10 Years of Firing Line" with William F. Buckley
Jr. In June 1992, Mr. Lancit received a 1992 Daytime Emmy Award as Best Director
In A Children's Series for his efforts on Reading Rainbow(R).  Mr. Lancit is the
husband of Cecily Truett.                                                       

MARC L.  BAILIN,  age 44,  has served as  Secretary  and as a       
Director  of the Company  since the  Company's  inception  in 1979.             
He is a senior partner of Rubin,  Bailin,  Ortoli,  Mayer,  Baker &             
Fry,  LLP and has been  engaged in the  practice  of  entertainment             
and corporate law in New York and  California  for nineteen  years.             
Mr.  Bailin  has  served as the line  production  attorney  for the             
Reading  Rainbow(R)  series  since  its  creation  and has  served as           
Executive   Producer  of  nine   feature   length   action   motion             
pictures.  Mr.  Bailin  is also a  Director  and  founder  of Virtu             
Management  Group,  Ltd.,  a  business   management  and  financial             
affairs firm for a variety of leading  motion  picture,  prime-time             
television  and  daytime  television   personalities.   Mr.  Bailin             
attended New York University and Boston  University  Schools of Law             
(J.D.) as well as Columbia  University  Graduate School of Business             
(M.B.A.) and Yale College (B.A.).                                               

      JOSEPH KLING,  age 65, has served as a director of the Company since 1993.
From 1985 to 1989,  Mr.  Kling was Vice  Chairman  and  President of View Master
Ideal Group. From 1989 to 1991, he was President of Sharon  Industries,  Inc., a
manufacturer and distributor of toy products.  Since 1991, he has been President
of PAMSCO Inc., a consulting company.  Mr. Kling is on the Board of Directors of
Russ Berrie & Co., a New York Stock  Exchange-listed  designer  and  marketer of
gift products worldwide.                                                        

      JOHN R. COSTANTINO,  age 50, has served as a Director of the company since
May, 1995. From 1978 to 1984, Mr.  Costantino was a Senior Tax Partner at Touche
Ross & Co.  where he served as  Managing  Tax  Partner  of the  firm's  New York
practice.  From  1984  to  1985,  he was  President  and  Managing  Director  of
Integrated Acquisition  Corporation.  From 1985 to 1987, he was Senior Executive
Vice President and Chief Operating Officer of Conair Corporation.  Since 1987 he
has been a private investor and is presently a Principal of Walden Partners Ltd.
Mr.  Costantino  is a member of the Board of Directors of Brooklyn  Bancorp Inc.
(the holding  company for  Crossland  Federal  Savings  Bank),  a Trustee of the
General Electric Company's family of funds and is also a director of a number of
domestic and  international  companies.  He is an attorney and certified  public
accountant admitted to practice in New York State.                              

      Unless  authority to vote for  election of  directors  (or for one or more
nominees)  shall have been withheld in the manner  provided in the  accompanying
Proxy, the votes represented by such Proxy will be cast for the election of each
of the above-named  nominees, or for one or more substitute nominees recommended
by the Board in the event that by reason of circumstances not presently known to
the Board one or more of the above-named  nominees should become unavailable for
election.                                                                       

      The election of the  Company's  directors  will require a plurality of the
votes cast in the election, in person or by proxy, a quorum being present at the
Meeting.                                                                        

      The Board of  Directors  recommends a vote "FOR" the election to the Board
of  Directors of the  above-named  nominees to hold office until the next Annual
Meeting of Shareholders and until their successors are elected and qualified.   

EXECUTIVE COMPENSATION            

      The following  table sets forth the aggregate  cash  compensation  paid or
accrued by the Company for services rendered during the three fiscal years ended
June 30, 1996 to the Company's chief executive  officer and each other executive
officer to whom  aggregate  annual  compensation  (salary  and  bonus)  exceeded
$100,000 (collectively, the "Named Executive Officers").                        

Summary Compensation Table            
                       Annual Compensation
                                                                      Securities
                Year                      Other       Underlying
Name and            Ended                     Annual      Options/SARs  
Principal Positions     June    Salary  Bonus   Compensation  (#)               
30,                           

Cecily Truett           1996   $146,600 $10,665    $26,051        -             
(Chief     Executive  1995    133,300   2,000     43,357        -           
Officer and             1994    122,519   2,000      7,759        -             
Chairman of the Board)                                                          
Laurence A. Lancit      1996   $146,600 $10,665    $36,575        -             
(President, Chief     1995    133,300   2,000     23,744        -           
Operating               1994    122,519   2,000     20,317        -             
Officer and Treasurer)                                                          
Arlene J.               1996   $125,000 $10,665     $4,070        -             
Scanlan                 1995    125,000   2,000      3,810      5,000           
(President of           1994    100,000   2,000        -       25,000           
Strategy)                                                                       
Orly Wiseman            1996   $123,625 $10,665     $3,969     32,500           
(Senior Vice            1995    111,250   2,000      3,397     15,000           
President -             1994     98,125   1,750      1,500     17,500           
Production)                                                                 
Marjorie Kaplan         1996   $108,848 $10,665    $43,180     57,500           
(Vice President -       1995     80,415   2,000     22,001     15,000           
Marketing               1994     23,949      -       5,987     25,000           
and Sales)                                                                  

      In October 1995, the Company, entered into employment agreements, covering
the term October 1, 1995 to October 1, 1998,  with its Chairman of the Board and
Chief  Executive  Officer and its President and Chief  Operating  Officer.  Each
agreement  calls for a base annual  salary  starting  at $150,000  for the first
year.  The base  salary of each of the  remaining  two  years of the  agreements
increases by a minimum of the annual  increase in the consumer  price index with
the actual  amount of the increase  being  determined by the Board of Directors.
These  individuals are eligible to participate in the Company's  incentive bonus
plan. In addition, the Chief Executive Officer and Chairman of the Board was one
of the individuals  responsible for creating The Puzzle Place(R) and,  according
to the  agreement  with the Writers  Guild of America,  is entitled to receive a
share,  which  amounted  to  $19,803  and  $34,830  for  fiscal  1996 and  1995,
respectively, of the royalties associated with the licensing of that property.  

      The Company,  at the time of the  acquisition  of The  Strategy  Licensing
Company,  Inc.  ("Strategy"),  entered into a three year  employment  agreement,
effective July 1, 1993, with the President of Strategy.  The agreement  provided
for a base salary of $125,000 in fiscal 1996. In addition,  the agreement  calls
for this individual to receive,  on an annual basis a performance bonus equal to
a  set  percentage  of  certain  established,  annually  increasing,  levels  of
Strategy's pre-tax income. Also, at the time of the acquisition, this individual
was granted options to purchase 25,000 shares of the Company's common stock, all
of which are currently exercisable.  This employee is eligible to participate in
the incentive  bonus plan.  Following  the  expiration  of the  agreement,  this
individual's  employment  was continued  without an employment  agreement at the
existing base salary.                                                           

      In March,  1994, the Company entered into a two year employment  agreement
with its Senior Vice President - Marketing and Sales. The agreement provided for
a base  salary of $80,000 per year as well as an annual  non-refundable  advance
against  commissions in the amount of $20,000 per year. During fiscal 1996, this
individual's  base annual  salary was  increased to $100,000,  retroactively  to
March 16, 1995.  Also,  under the terms of the  agreement  this  individual  was
granted the following  options under the 1990 Plan: (a) at the  commencement  of
the agreement,  options covering 25,000 shares of Common Stock; (b) on the first
anniversary of the agreement,  options  covering  10,000 shares of Common Stock;
and (c) on the second  anniversary of the  agreement,  options  covering  10,000
shares of Common  Stock,  all of which are  currently  exercisable.  Also,  this
employee is eligible to participate in the incentive  bonus plan.  Following the
expiration of the two year agreement, this individual's employment was continued
without an  employment  agreement at a base salary of $107,500 and with the same
annual non-refundable advance against commissions.                              

      Under the incentive bonus plan referred to in this section,  officers as a
group,  receive a bonus of 5% of pretax income  (before  bonus),  for the fiscal
year,  provided that (i) pretax income (before bonus) for such fiscal year is at
least $250,000,  (ii) net income for such fiscal year exceeds net income for the
prior fiscal year and (iii) net income is at least $.05 per share  (adjusted for
stock  splits  and stock  dividends),  on a fully  diluted  basis.  There was no
accrual under this plan for fiscal 1996.                                        

Common Stock Options                                                            

      Stock  Option  Plans.  In July 1990,  the  Company  adopted the 1990 Stock
Option Plan (the "1990 Plan")  covering  200,000 shares of the Company's  Common
Stock,  which was increased,  over the years, to 1,000,000  shares,  pursuant to
which officers, directors, consultants and employees of the Company are eligible
to receive  non-qualified,  or to the extent  allowed,  incentive stock options.
Through  October  1996,  the 1990  Plan,  which  expires on July 19,  2000,  was
administered by the Compensation  Advisory Committee (the "Advisory  Committee")
of the Board of Directors. In October 1996, in order to bring the Company's 1990
Plan into compliance with the new revisions in SEC's regulation under Section 16
of the Exchange Act the  Company's  Board amended the 1990 Plan to eliminate the
Board's 3-member Advisory  Committee.  To the extent permitted under the express
provisions  of the 1990  Plan,  the  Advisory  Committee  has had  authority  to
determine the selection of  participants,  allotment of shares,  price and other
conditions of purchase of options and  administration  of the 1990 Plan in order
to attract and retain persons instrumental to the success of the Company.  Since
November 1, 1996, the Advisory Committee's  functions are being performed by the
Board of Directors.  Stock options  granted under the 1990 Plan are  exercisable
for a period of up to 10 years from the date of grant at an exercise price which
is not less than the fair  market  value of the Common  Stock on the date of the
grant,  except that the term of an incentive stock option granted under the 1990
Plan to a shareholder  owning more than 10% of the outstanding  Common Stock may
not exceed  five years and its  exercise  price may not be less than 110% of the
fair market value of the Common Stock on the date of the grant.                 

      In December  1994,  the Company  adopted  the 1994  Non-Employee  Director
Non-Qualified  Stock Option Plan (the "1994 Plan")  authorizing  the issuance of
options  covering  45,000  shares of the Company's  common  stock.  Non-employee
Directors of the Company are eligible to  participate in the 1994 Plan. The 1994
Plan provides that each non-employee  Director shall be granted 3,000 options on
the day of their initial appointment and annually thereafter on the day of their
re-election.  The exercise  price per share for each option  granted will be the
fair market value of the shares on the date of grant. Each option is exercisable
one year from the date of grant and  expires  no later  than ten (10) years from
the date of grant.                                                              

      The  following  table sets forth all  grants of stock  options  during the
fiscal year ended June 30, 1996 to the Named Executive Officers. The Company has
not issued any SARs.                                                            

Option/SAR Grants In Last Fiscal Year           
                                     Potential
                                     Realizable Value at
                                      Assumed Annual
                                      Rates of Stock
                                      Price Appreciation
  Individual Grants                   for Option Term1

Number      % of Total                            
of          Options                               
Securities  Granted to                            
Underlying  Employees    Exercise                 
Options     in Fiscal    or Base    Expiration    
Name      Granted     Year         Price ($)  Date                    
                                                            0%($)  5%($)  10%($)
Cecily Truett       -        -            -          -       -      -      -    
Laurence A.         -        -            -          -       -      -      -    
Lancit                                                                          
Arlene J.           -        -            -          -       -      -      -    
Scanlan                                                                         
Orly Wiseman    17,500     4.6%          10.94     12-20-05  -   120,374 305,052
                15,000     3.9%           9.38     03-14-06  -    88,438 224,120
Marjorie        17,500     4.6%          10.94     12-20-05  -   120,374 305,052
Kaplan          10,000     2.6%           9.38     03-13-00  -    20,204  43,509
                30,000     7.8%           9.38     03-14-06  -   176,877 448,240

---------------------                                                           
1     The dollar amounts under these columns are the result of  calculations  at
      0% and at the 5% and 10% rates set by the SEC for the maximum  option term
      and therefore are not intended to and may not accurately forecast possible
    future appreciation, if any, in the price of the Company's Common Stock.

      The  following  table  sets  forth  information  with  respect  to options
exercised by each of the Named  Executive  Officers during the fiscal year ended
June 30, 1996 and the number and value of their  unexercised  options as of June
30, 1996.                                                                       

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End             
Option Values                                                                   

                           Number of          Value of
                              Securities         Unexercised
                               Underlying         In-the-Money
                             Unexercised        Options at
                                  Options at         Fiscal Year End
                      Fiscal Year End (#)         ($)1

Shares                                      
Name         Acquired    Value                                          
               on      Realized             Unexer-              Unexer-
            Exercise (#)  ($)   Exercisable  cisable  Exercisable  cisable
Cecily Truett        -         -        -          -          -          -      
Laurence A.          -         -        -          -          -          -      
Lancit                                                                          
Arlene Scanlan       -         -      21,667     8,333        -          -      
Orly Wiseman       6,000    54,000    47,500    17,500      34,688     13,125   
Marjorie Kaplan      -         -      80,000    17,500      92,500     13,125   
---------------------                                                           
1     The value of unexercised  options was determined based upon the average of
      the closing bid and closing  ask price of the  Company's  Common  Stock on
June 30, 1996.                                                      

      On January 1, 1994, the Company adopted a combined 401K Savings and Profit
Sharing Plan (the "Plan").  The Plan provides for immediate  eligibility for all
employees as of January 1, 1994 and eligibility  after  completion of six months
of service for all employees  after January 1, 1994. The 401K Savings portion of
the Plan provides for an employer  match which is determined on an annual basis.
For calendar years 1996,  1995 and 1994, the Company  declared a match of 50% of
the first 6% of any employee elective  deferrals.  The Profit Sharing portion of
the Plan  provides  for an  employer  discretionary  contribution,  on an annual
basis,  which is  reduced  by any 401K  employer  match  already  received.  For
calendar  years  1996,  1995 and 1994,  the  Company  declared a profit  sharing
contribution  in the amount of 3% of eligible  compensation  reduced by any 401K
employer match already received.                                                

Compensation Committee Interlocks and Insider Participation                     

      Laurence A. Lancit,  the Company's  President,  serves on the Compensation
Committee and served on the Compensation  Advisory  Committee which administered
the 1990 Plan through  October 1996.  Cecily  Truett,  the  Company's  Chairman,
served on the  Compensation  Advisory  Committee.  No  executive  officer of the
Company served on the board of directors or compensation committee of any entity
which has one or more  executive  officers  serving as a member of the Company's
Board of Directors or Compensation Committee.                                   

Compensation Committee Report on Executive Compensation                         

      The  Compensation  Committee  has the  authority  and  responsibility  for
approving  the overall  compensation  strategy for the Company and reviewing and
making  recommendations  to the Board with  respect to the  Company's  executive
compensation.  The Compensation Committee is comprised of two outside directors,
Marc L.  Bailin  and  John R.  Costantino,  and a Named  Executive  Officer  and
director, Laurence A. Lancit. In October 1996, in order to be in compliance with
recent  changes in the SEC's  regulations  under Section 16 of the Exchange Act,
the Board of Directors eliminated the 3-member  Compensation  Advisory Committee
and assumed all of its duties and responsibilities,  effective November 1, 1996.
The  functions of the  Compensation  Advisory  Committee  were to grant  options
under, to construe or interpret the Company's 1990 Plan, to prescribe, amend and
rescind   rules  and   regulations   relating  to  it  and  to  make  all  other
determinations  necessary or advisable  for its  administration,  subject to the
1990 Plan's express terms and conditions.  The Compensation  Advisory  Committee
was comprised of Marc L. Bailin, Laurence A. Lancit and Cecily Truett.          

      General Compensation  Policy. The Compensation  Committee's overall policy
is to offer the Company's executive officers unique and competitive compensation
opportunities.  The  Company  uses stock  options as a form of  compensation  to
retain key personnel  while  maintaining  salary  levels which the  Compensation
Committee  believes are lower than industry norms. The Compensation  Committee's
objectives are (i) to create a  performance-oriented  environment  with variable
compensation  based  upon the  achievement  of annual and  longer-term  business
results;  and (ii) to focus management on maximizing  shareholder  value through
stock option based compensation.                                                

      The  Compensation  Committee is  authorized  (i) to establish and maintain
compensation  guidelines  for salaries and merit pay  increases  throughout  the
Company;  and (ii) to make specific  recommendations to the Board concerning the
compensation of executive officers of the Company, including the Chief Executive
Officer.                                                                        

      Chief Executive Officer Compensation.  Compensation paid by the Company to
the Chief Executive  Officer of the Company is determined in accordance with the
general  compensation policy of the Company set forth above. For the three years
ended  September 30, 1995, Ms.  Truett's salary was paid pursuant to an existing
employment  agreement.  The  compensation  provisions  of  the  renewal  of  her
employment agreement were based on a number of factors, including her experience
as  Chairman  of the Board and  Chief  Executive  Officer  of the  Company,  her
performance as such for the Company since its inception in 1979 and compensation
levels for other chief executive officers in companies of similar size, business
and complexity.  The Compensation  committee based its  recommendation on, among
other  things,  the fact that the policies and programs  initiated by Ms. Truett
and the Company's  President and Chief  Operating  Officer,  Laurence A. Lancit,
since the  Company's  inception  have  resulted in the growth and success of the
Company.  No  specific  quantitative  value was  assigned  to these  factors  in
determining Ms. Truett's compensation.                                          

      Ms.  Truett's bonus paid in fiscal 1996 consisted of an equal share of the
total amount available, for fiscal 1995 performance, to all individuals eligible
to participate in the Company's  incentive bonus plan during fiscal 1995 as well
as an amount  equal to her 1994  calendar  year end bonus.  There was no accrual
under the incentive bonus plan based on fiscal 1996 performance.                

Submitted by:           
Compensation Committee of the                                           
     Board of Directors              Compensation Advisory Committee
Marc L. Bailin    Laurence A. Lancit    Marc L. Bailin    Laurence A. Lancit    
John R. Costantino                        Cecily Truett       

      The graph set forth below shows, for the period from June 30, 1991 through
June 30, 1996, the cumulative total return of the Common Stock, as compared with
a broad equity market index,  in this case, the NASDAQ Market Index,  and with a
published  industry  index, in this case, MG Industry Group 471 - Motion Picture
Production,  Distribution  and Theaters as published by Media General  Financial
Services.                                                                       

Comparative 5-Year Cumulative Total Return Among The Company,           
NASDAQ Market Index And MG Group Index1           

[Line graph with the following plot points]                                     

  FISCAL YEAR ENDING
      1991    1992    1993    1994    1995    1996

Lancit Media          100   221.43  671.43  785.71  942.86  657.14              
Productions                                                                     
NASDAQ Market Index   100   107.75  132.27  145.04  170.11  214.14              
MG Group Index        100   121.18  145.93  148.51  189.34  214.21              

1     Assumes $100 invested on June 30, 1991 and assumes  dividends  reinvested.
As of fiscal year ended June 30, 1996.                              

Certain Relationships and Related Transactions                                  

      The Company's general counsel is Rubin,  Bailin,  Ortoli,  Mayer, Baker, &
Fry,  LLP, of which Marc L. Bailin is a partner.  The Company paid legal fees of
$121,157,  $135,140,  and $113,965 to Rubin, Bailin, Ortoli, Mayer, Baker & Fry,
LLP, and its predecessor  firm for the years ended June 30, 1996, 1995 and 1994,
respectively.                                                                   

      The Company has entered into an  arrangement  with Walden  Partners,  Ltd.
("Walden"),  pursuant to which  Walden will provide the Company with regular and
customary consulting advice involving matters relating to the Company's internal
operations,  corporate transactions and financial markets. The arrangement has a
term  commencing  October 20, 1995 and ending October 31, 1996.  Pursuant to the
arrangement,  the  Company  pays Walden a monthly fee of $833.34 and has granted
Walden an option under the 1990 Plan to purchase  13,400  shares of Common Stock
with an exercise price equal to the market price of the Common Stock on the date
the  term  commenced.  John R.  Costantino  is a vice  president,  director  and
principal of Walden.                                                            

      Pursuant  to a Stock  Purchase  Agreement  dated  September  25, 1996 with
Discovery Communications,  Inc. ("DCI") whereby DCI became a 6.6% shareholder of
the Company, DCI may also purchase, what currently represents an additional 6.2%
stake  in the  Company  through  the  exercise  of  warrants  at $13 per  share.
Simultaneously,  the Company entered into an a non-exclusive  Production  Output
Agreement  pursuant to which the  Company  will  develop and produce  children's
programming for Discovery  Channel's new Sunday  children's  block.  The Company
will derive production-related revenues from programming it produces for DCI and
will participate in income generated by DCI from licensed product sales based on
that programming.                                                               

PROPOSAL NO. 2              

AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION           

      On October 28, 1996, the Board of Directors of the Company  authorized the
amendment of Paragraph FIRST of the Certificate of  Incorporation  to change the
Company's name to "Lancit Media Entertainment,  Ltd." The name change is subject
to authorization by the shareholders at the 1996 Annual Meeting of Shareholders.

      Since its inception in 1979,  the Company has expanded its  activities and
services beyond the production of children's  television programs into ancillary
areas including  licensing and  merchandising,  project fund raising and feature
film  development.  The Board of  Directors  believes  that the new name  better
reflects the Company's broader range of activities.                             

      The Board of Directors also approved a resolution permitting and directing
the  officers  and  directors  of the Company to perform the  ministerial  tasks
necessary to implement the change in name. This resolution also allows the Board
of Directors to abandon the amendment anytime prior to filing with the Secretary
of State of the State of New York, notwithstanding shareholder approval.        

      Approval of this amendment of the  Certificate of  Incorporation  requires
the  affirmative  vote of a  majority  of all  outstanding  shares of the Common
Stock.  As such,  abstentions  will have the same  effect as votes  against  the
proposal.                                                                       

      The  Board of  Directors  recommends  a vote  "FOR" the  amendment  of the
Company's Certificate of Incorporation.                                         

INDEPENDENT ACCOUNTANTS           

          The  accounting  firm  of  Feldman  Radin  & Co.,  P.C.  acted  as the
independent  public  accountants  for the Company for the fiscal year ended June
30, 1996 and is  anticipated  to be selected by the Board to act as  independent
public  accountants  for the current  fiscal year.  Feldman Radin & Co, P.C. has
advised the Company  that  neither it nor any member  thereof has any  financial
interest,  direct or indirect,  in the Company or any of its subsidiaries in any
capacity.  One or more  representatives of Feldman Radin & Co., P.C. is expected
to be present at the Meeting, will have the opportunity to make a statement, and
will be available to respond to appropriate questions.                          

OTHER BUSINESS            

      The  Board  knows  of no  matters  to  come  before  the  Meeting  or  any
adjournment or postponement  thereof other than those matters  described in this
Proxy Statement and in the accompanying  Notice of Annual Meeting.  However,  if
any other matters should  properly come before the Meeting or any adjournment or
postponement  thereof,  it  is  the  intention  of  the  persons  named  in  the
accompanying  Proxy to vote  such  Proxy as in  their  discretion  they may deem
advisable.                                                                      

SHAREHOLDERS' PROPOSALS FOR NEXT ANNUAL MEETING           

           Shareholders'  proposals  submitted  pursuant  to Rule  14a-8  of the
Exchange Act intended to be presented at the next Annual Meeting of Shareholders
of the Company, tentatively scheduled for December 11, 1997, must be received by
the Company at its offices  shown on the first page of this Proxy  Statement  by
September 1, 1997,  for inclusion in the Company's  proxy  statement and form of
proxy relating to such Meeting.                                                 

ANNUAL REPORT           

          The  Company's  1996 Annual  Report to  Shareholders  (which  includes
financial  statements for the fiscal year ended June 30, 1996)  accompanies this
Proxy Statement but is not to be deemed part of this Proxy Statement.  A copy of
the Company's  Annual Report on Form 10-K/A,  for the fiscal year ended June 30,
1996  filed  with the SEC is  contained  in the  accompanying  Annual  Report to
Shareholders.                                                                   

                                 By  Order   of  the   Board  of Directors

              /S/ Marc L. Bailin
      Marc L. Bailin
 Secretary

LANCIT MEDIA PRODUCTIONS, LTD.              
601 West 50th Street              
New York, New York 10019              

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS              
TO BE HELD              
December 18, 1996             

The undersigned  hereby appoints LAURENCE A. LANCIT and MARC L. BAILIN, and each
or any of them,  attorneys  and proxies,  with full power of  substitution,  and
authorizes them to vote all shares of common stock of Lancit Media  Productions,
Ltd.  held of record by the  undersigned  on  November  1,  1996,  at the Annual
Meeting of Shareholders to be held on December 18, 1996, and any adjournments or
postponement thereof,  hereby revoking all previous proxies, with all powers the
undersigned would possess if present,  on all matters set forth in the Notice of
Annual Meeting dated November 11, 1996, as follows:                             

INSTRUCTION:  MARK ONLY ONE BOX FOR EACH NUMBERED MATTER                        

(1)   ELECTION  OF  DIRECTORS  - The  election  of all below  named             
nominees;  to wit:  Cecily Truett,  Laurence A. Lancit,  Marc       
L. Bailin, Joseph Kling and John R. Costantino.                     

__  FOR all nominees except the following:                          

__  ABSTAIN  (i.e.,   withhold   authority  to  vote  for  any      
nominees.)                                                                      

(2)   AMENDMENT  OF THE  CERTIFICATE  OF  INCORPORATION  - The  approval  of the
      amendment to Article FIRST of the Company's  Certificate of  Incorporation
to change the Company name to "Lancit Media Entertainment, Ltd."    

__  FOR                 __  AGAINST                __  ABSTAIN      

LANCIT MEDIA PRODUCTIONS, LTD.                                                  

(3) In their  discretion,  to vote upon such other business as may properly come
before the Meeting.                                                             

UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2.   

                Please mark,  date, sign and return this Proxy  promptly,  using
the enclosed envelope.                          

Dated                                             , 1996                        
Month         Day           

Signature                                                                       

Signature                                                                       

                          Please sign exactly as name appears hereon, indicating
                          official position or representative  capacity, if any.
                      If shares are held jointly, both owners must sign.

I plan to attend the Meeting.                               

Yes __      No     __                                   

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS                     

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘PRE 14A’ Filing		Date		Other Filings
		7/19/00
		10/1/98
		12/11/97
		9/1/97
		12/18/96
		11/13/96		10-Q
		11/11/96
		11/1/96
		10/31/96
Filed on:		10/29/96
		10/28/96		10-K/A
		9/27/96
		9/25/96
For Period End:		6/30/96		10-K,  10-K/A,  DEF 14A
		10/20/95
		10/1/95
		9/30/95
		6/30/95
		3/16/95
		6/30/94
		1/1/94
		7/1/93
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