-----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, J51Tea4Oz4HRO13fLIHMYL9L6nRscrVpdsSgo3O2PsP+ElZObQZ7oqWHJHV5p67E lcGI/5lOrmi/pNrsdfFxQQ== 0001024689-97-000002.txt : 19970318 0001024689-97-000002.hdr.sgml : 19970318 ACCESSION NUMBER: 0001024689-97-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970317 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LS CAPITAL CORP CENTRAL INDEX KEY: 0000897545 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 841219819 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47093 FILM NUMBER: 97557614 BUSINESS ADDRESS: STREET 1: 15915 KATY FREEWAY STREET 2: STE 250 CITY: HOUSTON STATE: TX ZIP: 77094 BUSINESS PHONE: 7133985588 MAIL ADDRESS: STREET 1: ONE RIVERWAY STREET 2: SUITE 2550 CITY: HOUSTON STATE: TX ZIP: 77056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MONTLE PAUL J CENTRAL INDEX KEY: 0001024689 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 15915 KATY FREEWAY STREET 2: SUITE 250 CITY: HOUSTON STATE: TX ZIP: 77094 BUSINESS PHONE: 7133985588 MAIL ADDRESS: STREET 1: 15915 KATY FREEWAY STREET 2: SUITE 250 CITY: HOUSTON STATE: TX ZIP: 77094 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* LS CAPITAL CORPORATION (Name of Issuer) Common Stock, par value $.01 (Title of Class of Securities) 501936108 (CUSIP Number) Randall W. Heinrich 1000 Louisiana, Suite 6905 Houston, Texas 77002 713-951-9100 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) December 20, 1996 (Date of Event which Requires Filing of this Statement) If this 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 five percent or less of such class.) (See Rule 13d-7.) *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). SCHEDULE 13D CUSIP No. 501936108 ________________________________________________________________ 1) Names of Reporting Person Paul J. Montle S.S. or I.R.S. Identification No. of Above Person ###-##-#### ________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] ________________________________________________________________ 3) SEC Use Only ________________________________________________________________ 4) Source of Funds: OO ________________________________________________________________ 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) N/A ________________________________________________________________ 6) Citizenship or place of Organization: UNITED STATES ________________________________________________________________ (7) Sole Voting Power Number of 2,703,461 Shares Bene- __________________________________________________ ficially (8) Shared Voting Power owned by -0- Each Report- ___________________________________________________ ing Person (9) Sole Dispositive Power With 2,703,461 ________________________________________________________________ (10) Shared Dispositive Power -0- ________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,703,461 ________________________________________________________________ 12) Check if the Aggregate Amount in Row (11) excludes certain shares: [X] ________________________________________________________________ 13) Percent of Class Represented by Amount in Box (11): 26.3% ________________________________________________________________ 14) Type of Reporting Person IN ITEM 1. Security and Issuer The class of equity securities to which this statement relates is the common stock, par value $.01 per share (the "Common Stock") issued by LS Capital Corporation, a Delaware corporation (the "Company"), which has its principal executive offices at 15915 Katy Freeway, Suite 250, Houston, Texas 77094. ITEM 2. Identity and Background This Statement is being filed by Paul J. Montle (the "Reporting Person"), whose principal business address is 15915 Katy Freeway, Suite 250, Houston, Texas 77094. The Reporting Person is principally engaged as the President and Chief Executive Officer of the Company. The Reporting Person is a United States citizen. During the last five years, the Reporting Person has not been convicted in a criminal proceeding. During the last five years, the Reporting Person has not has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. Source and Amount of Funds or Other Consideration The Reporting Person acquired an option to purchase 500,000 shares of Common Stock pursuant to the authorization of the Board of Directors of the Company. The Reporting Person anticipates that if he exercises all or any portion of such option, he will use personal funds to acquire the optioned Common Stock, although circumstances may be such at the time of his exercise that the Reporting Person may elect to borrow or otherwise procure amounts necessary to exercise such option. ITEM 4. Purpose of Transaction On December 20, 1996, pursuant to the authorization of the Board of Directors of the Company, the Reporting Person was granted an option to purchase 500,000 shares of Common Stock. The per-share exercise price for the optioned shares is $.625. The option became exercisable with respect to 100,000 shares of Common Stock on December 20, 1996 and will become exercisable with respect to another 100,000 shares of Common Stock on the 20th day of December in each of 1997, 1998, 1999 and 2000. The option was authorized as an incentive option for the purpose of giving to the Reporting Person the incentive to work hard as an officer and a director of the Company to promote the success of the Company's business. The Reporting Person intends to hold his shares of Common Stock for investment, and does not have any present plans or proposals which relate to or would result in: (i) any acquisition by any person of additional securities of the Company, or any disposition of securities of the Company; (ii) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) any sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company's business or corporate structure; (vii) any changes in the Company's charter, by-laws, or other instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (viii) any termination of registration pursuant to section 12(g)(4) of the Act of a class of equity securities of the Company; or (ix) any action similar to any of those enumerated above. Notwithstanding the foregoing, the Reporting Person may determine to change his investment intent with respect to the Company at any time in the future. In reaching any conclusion as to his future course of action, the Reporting Person will take into consideration various factors, such as the Company's business and prospects, other developments concerning the Company, other business opportunities available to the Reporting Person, developments with respect to the business of the Reporting Person, and general economic and stock market conditions, including, but not limited to, the market price of the Common Stock. The Reporting Person may, depending on other relevant factors, acquire additional shares of Common Stock in open market or privately negotiated transactions, dispose of all or a portion of his holdings of shares of Common Stock or change his intention with respect to any or all of the matters referred to in this Item. ITEM 5. Interest in Securities of the Issuer The Reporting Person directly owns 2,553,281 shares of Common Stock for which he is the beneficial owner. The Reporting Person is also the beneficial owner of 48,580 shares of Common Stock held by Travis Partnership, G.P., a general partnership in which the Reporting Person has a 51.67% interest and a trust for the benefit of the Reporting Person's children has a 15% interest. Moreover, the Reporting Person is the beneficial owner of stock options currently exercisable to acquire 101,600 shares of Common Stock. (The Reporting Person holds stock options to acquire 400,000 shares of Common Stock that are not currently exercisable.) Based on the foregoing, the Reporting Person acknowledges that he is the beneficial owner of 2,703,461 shares of Common Stock for which he has sole voting and investment power. In addition to the above, trusts for the benefit of the Reporting Person's children separately own an aggregate of 400,000 shares of Common Stock, and ALDA F.L.P., a limited partnership having the Reporting Person's children as limited partners, owns warrants to acquire 30,000 shares of Common Stock. Pursuant to Rule 13d-3 promulgated under the Act, the Reporting Person may be deemed the beneficial owner of the shares of Common Stock owned by the aforementioned trusts and limited partnership. However, the filing of this statement shall not be construed as an admission, for purposes of Section 13(d) and Regulation 13D-G of the Act nor for any other purpose or under any other provision of the Act or rules promulgated thereunder, that the Reporting Person is the beneficial owner of such shares. Except for the stock options described in Item 3 above, the Reporting Person has not effected any transaction in or with respect to the Common Stock during the past 60 days. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer N/A ITEM 7. Material to be Filed as Exhibits No Exhibits are being filed with this statement. 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: March 17, 1997 /S/PAUL J. MONTLE Name/Title_______________________________________ ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----