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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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 & Goodman, LLP
375 Park Avenue 919 Third Avenue
New York, NY 10152 New York, New York 10022
(212) 935-7500 (212) 758-9500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 11, 1996
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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 / /.
(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).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 250595105 Page 2 of 6 Pages
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
7 SOLE VOTING POWER
211,400
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 211,400
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
211,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
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.
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 250595105 Page 3 of 6 Pages
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
7 SOLE VOTING POWER
211,400
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 211,400
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
211,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
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.
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SCHEDULE 13D AMENDMENT NO. 4
This Amendment No. 4 to the Statement on Schedule 13D amends and
supplements the Statement on Schedule 13D relating to the event date of
October 6, 1995 (the "Schedule 13D"), Amendment No. 1 to the Schedule 13D
relating to the event date of November 3, 1995, Amendment No. 2 to the
Schedule 13D relating to the event date of November 16, 1995 and Amendment
No. 3 to the Schedule 13D relating to the event date of December 1, 1995
filed by LL Capital Partners, L.P. and Lance Lessman (the "Reporting
Persons") and 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. Capitalized
terms used herein and not defined herein shall have the meanings ascribed
thereto in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) LL is the beneficial owner of 211,400 shares (4.5%) of the
Common Stock.
Lance Lessman, as the General Partner of LL, may be deemed to be
the beneficial owner of the 211,400 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 October
31, 1995, as reported by the Company in its Quarterly Report on Form 10-Q
for the period ended September 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 211,400 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 since the filing of Amendment No. 3 to the
Schedule 13D are listed below. Each of such transactions were open market
sales unless otherwise noted.
Date Shares Price
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December 7, 1995 4,600 $3.25
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December 12, 1995* 1,500 3.25
December 18, 1995 30,000 3.75
December 20, 1995* 5,000 3.375
January 5, 1996 10,000 3.50
January 9, 1996 5,000 3.375
January 11, 1996 12,000 3.375
January 15, 1996 7,500 3.25
(d) Not applicable.
(e) Not applicable.
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* Open market purchase.
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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 16, 1996
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
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