Schedule 13D/A

0000950123-11-002352.txt : 20110112 0000950123-11-002352.hdr.sgml : 20110112 20110112162817 ACCESSION NUMBER: 0000950123-11-002352 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110112 DATE AS OF CHANGE: 20110112 GROUP MEMBERS: DOUGLASS TRUST IV - FBO BROOKE DOUGLASS GROUP MEMBERS: DOUGLASS TRUST IV - FBO S. PRESTON DOUGLASS, JR. GROUP MEMBERS: PAULA T. DOUGLASS GROUP MEMBERS: SAM P. DOUGLASS GROUP MEMBERS: TIEL TRUST FBO PAULA T. DOUGLASS GROUP MEMBERS: TIEL TRUST FBO SAM P. DOUGLASS FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOUGLASS SAM P CENTRAL INDEX KEY: 0001181754 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 2929 ALLEN PARKWAY STREET 2: STE 2500 CITY: HOUSTON STATE: TX ZIP: 77019 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EQUUS TOTAL RETURN, INC. CENTRAL INDEX KEY: 0000878932 IRS NUMBER: 760345915 STATE OF INCORPORATION: DE FISCAL YEAR END: 0604 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44023 FILM NUMBER: 11525748 BUSINESS ADDRESS: STREET 1: EIGHT GREENWAY PLAZA STREET 2: SUITE 930 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7135290900 MAIL ADDRESS: STREET 1: EIGHT GREENWAY PLAZA STREET 2: SUITE 930 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: EQUUS II INC DATE OF NAME CHANGE: 19970422 SC 13D/A 1 c10819sc13dza.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 7 )*

Equus Total Return, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

294766100

(CUSIP Number)

Sam P. Douglass
3229 Groveland Lane
Houston, Texas 77019
and
Paula T. Douglass
3229 Groveland Lane
Houston, Texas 77019
(713) 526-9000

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 22, 2010

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		294766100

NAMES OF REPORTING PERSONS

Sam P. Douglass

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO, PF

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

669,414

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

669,414

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

669,414 shares of common stock

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.6%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		294766100

NAMES OF REPORTING PERSONS

Douglass Trust IV — FBO S. Preston Douglass, Jr.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

SOLE VOTING POWER

NUMBER OF

282,791

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

282,791

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

282,791 shares of common stock

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.2%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		294766100

NAMES OF REPORTING PERSONS

Douglass Trust IV — FBO Brooke Douglass

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

SOLE VOTING POWER

NUMBER OF

282,792

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

282,792

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

282,792 shares of common stock

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.2%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		294766100

NAMES OF REPORTING PERSONS

Tiel Trust FBO Sam P. Douglass

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

SOLE VOTING POWER

NUMBER OF

52,257

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

52,257

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

52,257 shares of common stock

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.6%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		294766100

NAMES OF REPORTING PERSONS

Paula T. Douglass

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO, PF

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

301,555

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

301,555

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

301,555 shares of common stock

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		294766100

NAMES OF REPORTING PERSONS

Tiel Trust FBO Paula T. Douglass

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

53,986

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

53,986

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

53,986 shares of common stock

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.6%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

EXPLANATORY NOTE

This Amendment No. 2 to Schedule 13D (this “Amendment”), among other things, amends and supplements the Schedule 13D originally filed by Sam P. Douglass and Equus Corporation International on May 27, 1997, as amended by Amendment No. 1 thereto filed on June 4, 2009, Amendment No. 2, thereto filed on November 27, 2009, Amendment No. 3 thereto filed on March 1, 2010, Amendment No. 4 thereto filed on March 29, 2010, Amendment No. 5 thereto filed on April 5, 2010, and Amendment No. 6 thereto filed on May 17, 2010 (the “Schedule 13D”).

Unless set forth below, all previous Items of the Schedule 13D, are unchanged. Capitalized terms used herein which are not defined herein have the meanings set forth in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is amended to add the following:

The additional shares reported in Amendment No.7 were acquired with personal funds.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety, with effect from the
date of this Amendment, as follows:

(a)

and (b) As reflected in the following table:


	Shares Beneficially Owned					Power to Vote				Dispositive Power
Name	Aggregate No.		% of Class			Sole		Shared		Sole		Shared
Sam P. Douglass*		669,414		7.6	%		669,414		0		669,414		0
Douglass Trust IV-FBO Preston**		282,791		3.2	%		282,791		0		282,791		0
Douglass Trust IV-FBO Brooke**		282,792		3.2	%		282,792		0		282,792		0
Tiel Trust FBO SPD**		52,257		0.6	%		52,257		0		52,257		0
Paula T. Douglass*		301,555		3.4	%		301,555		0		301,555		0
Tiel Trust FBO PTD***		53,986		0.6	%		53,986		0		53,986		0


*		As of the date of this Amendment, Sam P. Douglass and Paula T. Douglass, in their individual capacities, and as trustees of the respective trusts listed herein, have beneficial ownership of 970,969 shares of Common Stock, representing 11% of the shares of Common Stock outstanding.

**		Sam P. Douglass, as trustee of the Douglass Trust IV- FBO S. Preston Douglass, Douglass Trust IV- FBO Brooke Douglass, and Tiel Trust FBO Sam P. Douglass, has sole voting and dispositive power over the Common Stock held by such trusts.

***		Paula T. Douglass, as trustee of Tiel Trust FBO Paula T. Douglass, has sole voting and dispositive power over the Common Stock held by such trust.

(c )

See Exhibit A.

(d)

With respect to each person listed in Item 2, no person other than the Reporting Persons is known to have the right to receive or the power to direct receipt of dividends from, or the proceeds from the sale of, the securities owned by such person (except to the extent of the marital property interest therein of the spouse of any such person).

(e)

Not applicable.

[Signature Page to Follow]

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	Dated: January 10, 2011


	/s/ Sam P. Douglass
	Sam P. Douglass, Individually



	/s/ Paula T. Douglass
	Paula T. Douglass, Individually



	/s/ Sam P. Douglass
	Sam P. Douglass, as Trustee of Douglass Trust IV for the
	Benefit of S. Preston Douglass, Jr.


	/s/ Sam P. Douglass
	Sam P. Douglass, as Trustee of Douglass Trust IV for the
	Benefit of Brooke Douglass


	/s/ Sam P. Douglass
	Sam P. Douglass, as Trustee of Tiel Trust for the
	Benefit of Sam P. Douglass


	/s/ Paula T. Douglass
	Paula T. Douglass, as Trustee of Tiel Trust for the
	Benefit of Paula T. Douglass

EX-99.1 2 c10819exv99w1.htm EXHIBIT A Exhibit A

Exhibit A

Item 5(c) — Transactions with respect to Common Stock within the past 60 days.

Paula T. Douglass made the following open market purchases of Common Stock within the past sixty days:


		Type of	No. of
Date		Transaction	Shares		Price

	11/22/2010	Purchase		500		2.07
	11/22/2010	Purchase		500		2.05
	11/23/2010	Purchase		3,142		2.03
	11/23/2010	Purchase		1,722		2.03
	11/23/2010	Purchase		136		2.03
	11/23/2010	Purchase		100		2.03
	11/23/2010	Purchase		700		2.03
	11/23/2010	Purchase		500		2.03
	11/23/2010	Purchase		3,700		2.03
	11/30/2010	Purchase		109		2.04
	12/02/2010	Purchase		109		2.08
	12/07/2010	Purchase		2,850		2.12
	12/08/2010	Purchase		400		2.18
	12/08/2010	Purchase		100		2.18
	12/08/2010	Purchase		200		2.18
	12/08/2010	Purchase		1,450		2.18
	12/08/2010	Purchase		650		2.14
	12/08/2010	Purchase		53,600		2.19
	12/08/2010	Purchase		300		2.19
	12/14/2010	Purchase		5,000		2.25
	12/14/2010	Purchase		60		2.25
	12/14/2010	Purchase		100		2.25
	12/14/2010	Purchase		100		2.25
	12/14/2010	Purchase		100		2.25
	12/14/2010	Purchase		200		2.25
	12/15/2010	Purchase		1,071		2.42
	12/16/2010	Purchase		9,200		2.29
	12/16/2010	Purchase		3,200		2.27
	12/16/2010	Purchase		20		2.27
	12/16/2010	Purchase		21		2.27
	12/16/2010	Purchase		347		2.25
	12/16/2010	Purchase		584		2.27
	12/16/2010	Purchase		685		2.25
	12/17/2010	Purchase		700		2.25
	12/17/2010	Purchase		2,575		2.27
	12/22/2010	Purchase		3,200		2.37
	12/22/2010	Purchase		3,800		2.37
	12/23/2010	Purchase		600		2.32
	12/23/2010	Purchase		4,400		2.33
	12/23/2010	Purchase		2,400		2.35
	12/23/2010	Purchase		4,800		2.35
	12/23/2010	Purchase		7,200		2.38
	12/23/2010	Purchase		7,300		2.40
	12/23/2010	Purchase		745		2.40
	12/23/2010	Purchase		4,000		2.40
	12/23/2010	Purchase		200		2.40
	12/23/2010	Purchase		2,000		2.41
	12/23/2010	Purchase		5,100		2.41
	12/23/2010	Purchase		1,900		2.40
	12/23/2010	Purchase		55		2.40
	12/23/2010	Sell		1,955		2.40
	12/30/2010	Purchase		5,300		2.47
	12/31/2010	Purchase		2,700		2.48
	12/31/2010	Purchase		400		2.48
	12/31/2010	Purchase		250		2.48
	12/31/2010	Purchase		1,650		2.48
	12/31/2010	Purchase		5,000		2.47
	12/31/2010	Purchase		1,637		2.47
	12/31/2010	Purchase		100		2.47
	12/31/2010	Purchase		4,900		2.47
	12/31/2010	Purchase		5,000		2.47
	12/31/2010	Purchase		262		2.47
	12/31/2010	Purchase		4,738		2.47
	12/31/2010	Purchase		3,275		2.45
	12/31/2010	Purchase		362		2.46
	12/31/2010	Purchase		1,363		2.46
	01/03/2011	Purchase		200		2.48
	01/04/2011	Purchase		100		2.45
	01/04/2011	Purchase		4,500		2.45
	01/04/2011	Purchase		200		2.45
	01/04/2011	Purchase		1,614		2.42

In addition, on 12/8/2010 Sam P. Douglass transferred 3,277 shares to Paula T. Douglass at a price of $2.18 per share.