-----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, LDY42b1tSEHoX29dXFUZpzVSOHDzFHVWfWePstx/6GQPlAwG52Lgln0+JV/zwQqH zpikXUcmfEQnNTbcr6HU+A== 0000950136-95-000377.txt : 19951101 0000950136-95-000377.hdr.sgml : 19951101 ACCESSION NUMBER: 0000950136-95-000377 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951031 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DESOTO INC CENTRAL INDEX KEY: 0000028345 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 361899490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-11914 FILM NUMBER: 95586195 BUSINESS ADDRESS: STREET 1: 16750 SOUTH VINCENNES ROAD STREET 2: BOX 5030 CITY: SOUTH HOLLAND STATE: IL ZIP: 60473 BUSINESS PHONE: 7083318822 MAIL ADDRESS: STREET 1: 16750 SOUTH VINCENNES ROAD CITY: SOUTH HOLLAND STATE: IL ZIP: 60473 FORMER COMPANY: FORMER CONFORMED NAME: UNITED WALLPAPER INC DATE OF NAME CHANGE: 19731202 FORMER COMPANY: FORMER CONFORMED NAME: DESOTO CHEMICAL COATINGS INC DATE OF NAME CHANGE: 19670613 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LL CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0000859991 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 375 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2129357500 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ----- DeSoto Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 250595105 ------------------------------------------------------- (CUSIP Number) Lance Lessman Andrew Levander LL Capital Partners, L.P. Shereff, Friedman, Hoffman & 375 Park Avenue Goodman, LLP New York, N.Y. 10152 (212) 935-7500 919 Third Avenue New York, N.Y. 10022 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 6, 1995 ------------------------------------------------------- (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 the statement [x]. (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). 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. *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. 250595105 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lance Lessman - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* WC - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------ NUMBER OF 7. SOLE VOTING POWER 445,800 SHARES ------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER -0- OWNED BY ------------------------------------------------------ EACH 9. SOLE DISPOSITIVE POWER 445,800 REPORTING ------------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 445,800 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 250595105 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LL Capital Partners, L.P. - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* WC - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ NUMBER OF 7. SOLE VOTING POWER 445,800 SHARES ------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER -0- OWNED BY ------------------------------------------------------ EACH 9. SOLE DISPOSITIVE POWER 445,800 REPORTING ------------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 445,800 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D ITEM 1. SECURITY AND ISSUER This filing relates to the common stock (the "Common Stock") of DeSoto Inc. (the "Company"). The address of the principal executive offices of the Company is 16750 South Vincennes, South Holland, IL 60473. ITEM 2. IDENTITY AND BACKGROUND (a) This Schedule 13D is being filed jointly by LL Capital Partners, L.P., a Delaware limited partnership ("LL"), and its general partner, Lance Lessman. LL and Lance Lessman are collectively referred to herein as the "Reporting Persons." (b), (c) and (f) The address of LL is 375 Park Avenue, New York, New York 10152. LL is a Delaware limited partnership. Its principal business is investments. Lance Lessman's principal occupation is investment management and his business address is c/o LL Capital Partners, L.P., 375 Park Avenue, New York, New York 10152. Mr. Lessman is a United States citizen. (d) and (e). During the past five years, neither of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been 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, 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 The source of the funds used by LL to purchase 445,800 shares of Common Stock was working capital. LL purchased such shares of Common Stock for an aggregate amount of $1,915,787.50. ITEM 4. PURPOSE OF THE TRANSACTION LL acquired the shares of Common Stock reported hereby for investment purposes. Each of the Reporting Persons may acquire or dispose of securities of the Company, including shares of Common Stock, directly or indirectly, in open- market or privately negotiated transactions, depending upon the evaluation of the performance and prospects of the Company by the Reporting Persons, and upon other developments and circumstances, including, but not limited to, general economic and business conditions and stock market conditions. Except for the foregoing and as disclosed below, neither Reporting Person has any present plans or proposals which relate to or would result in any of the actions or events described in paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) LL is the beneficial owner of 445,800 shares (9.5%) of the Common Stock. Lance Lessman, as the General Partner of LL, may be deemed to be the beneficial owner of the 445,800 shares of Common Stock beneficially owned by LL as described above. The number of shares beneficially owned by each of the Reporting Persons and the percentage of outstanding shares presented thereby, have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The percentage of ownership of the Reporting Persons is based on 4,679,207 outstanding shares of Common Stock on July 31, 1995, as reported by the Company in its Quarterly Report on Form 10-Q for the period ended June 30, 1995. (b) LL has the sole power (i) to vote or to direct the voting of and (ii) to dispose and to direct the disposition of the 445,800 shares of Common Stock beneficially owned by it. LL's power to vote and dispose of its shares rests with Lance Lessman in his capacity as LL's General Partner. (c) Each of the transactions by the Reporting Persons in the Common Stock that were effected during the past sixty days are listed below. Each of such transactions were open market purchases.
Date Shares Price - ---- ------ ----- October 6, 1995 30,000 $4.875 October 6, 1995 192,300 4.875 October 5, 1995 69,000 4.875 October 3, 1995 8,000 5.00 October 2, 1995 18,500 5.125 September 29, 1995 2,400 4.875 September 27, 1995 3,000 5.00 September 26, 1995 2,000 4.75
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Date Shares Price - ---- ------ ----- September 26, 1995 3,000 4.875 September 25, 1995 15,000 4.875 September 22, 1995 6,000 4.875 September 19, 1995 8,000 5.00 September 15, 1995 2,500 5.125 September 15, 1995 24,000 5.25 September 15, 1995 3,500 5.375 August 28, 1995 2,300 4.375
- --------------- (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A. Agreement of Joint Filing. 3 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: October 12, 1995 LL CAPITAL PARTNERS, L.P. By: Lance Lessman, as General Partner /s/ Lance Lessman ------------------------------------ Lance Lessman /s/ Lance Lessman ------------------------------------ LANCE LESSMAN 4 EXHIBIT A AGREEMENT OF JOINT FILING In accordance with Rule 13D-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in Schedule 13D referred to below) of a statement on Schedule 13D or any amendments thereto, with respect to the Common Stock of DeSoto Inc. and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on the 12th day of October, 1995. LL CAPITAL PARTNERS, L.P. By: Lance Lessman, as General Partner /s/ Lance Lessman ------------------------------------ Lance Lessman /s/ Lance Lessman ------------------------------------ LANCE LESSMAN -----END PRIVACY-ENHANCED MESSAGE-----