<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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DeSoto Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
250595105
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(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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 6, 1995
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(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).
<TABLE>
SCHEDULE 13D
CUSIP NO. 250595105
<S> <C> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lance Lessman
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
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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-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 445,800
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
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14. TYPE OF REPORTING PERSON* IN
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</TABLE>
*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.
<TABLE>
SCHEDULE 13D
CUSIP NO. 250595105
<S> <C> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LL Capital Partners, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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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-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 445,800
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
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14. TYPE OF REPORTING PERSON* PN
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</TABLE>
*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.
<TABLE>
<CAPTION>
Date Shares Price
- ---- ------ -----
<S> <C> <C>
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
</TABLE>
2
<TABLE>
<CAPTION>
Date Shares Price
- ---- ------ -----
<S> <C> <C>
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
</TABLE>
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(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
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Lance Lessman
/s/ Lance Lessman
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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
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Lance Lessman
/s/ Lance Lessman
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LANCE LESSMAN
