UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DeSoto, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
25059510
(CUSIP Number)
Anne E. Eisele, Corporate Secretary, DeSoto, Inc.
1471 Business Center Drive, Suite 800
Mount Prospect, Illinois 60056 (708) 391-9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 19, 1996
(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 the 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 the
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).
1
<PAGE>
CUSIP No. 25059510
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Narragansett First Fund
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS*
00
_______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
_______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
_______________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES ________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
261,388
OWNED BY EACH ________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
-0-
PERSON ________________________________________________________________
WITH 10 SHARED DISPOSITIVE POWER
261,388
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,388 Shares of Common Stock
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.6%
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
CUSIP No. 25059510
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Narragansett Management Partners
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS*
00
_______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
_______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
_______________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES ________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
261,388
OWNED BY EACH ________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
-0-
PERSON ________________________________________________________________
WITH 10 SHARED DISPOSITIVE POWER
261,388
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,388 Shares of Common Stock
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.6%
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
CUSIP No. 25059510
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arthur D. Little
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS*
00
_______________________________________________________________________________
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
-0-
SHARES ________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
261,388
OWNED BY EACH ________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
-0-
PERSON ________________________________________________________________
WITH 10 SHARED DISPOSITIVE POWER
261,388
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,388 Shares of Common Stock
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.6%
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
<PAGE>
CUSIP No. 25059510
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roger A. Vandenberg
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS*
00
_______________________________________________________________________________
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
-0-
SHARES ________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
261,388
OWNED BY EACH ________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
-0-
PERSON ________________________________________________________________
WITH 10 SHARED DISPOSITIVE POWER
261,388
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,388 Shares of Common Stock
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.6%
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE>
CUSIP No. 25059510
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gregory P. Barber
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS*
00
_______________________________________________________________________________
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
-0-
SHARES ________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
261,388
OWNED BY EACH ________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
-0-
PERSON ________________________________________________________________
WITH 10 SHARED DISPOSITIVE POWER
261,388
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,388 Shares of Common Stock
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.6%
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to the Schedule 13D dated November 19, 1992 (the
"Original Statement") is jointly filed by the persons listed on the execution
pages hereof (the "Reporting Persons") pursuant to the Joint Filing Agreement
filed as Exhibit 7.1 to this Amendment.
This Amendment is filed to disclose that record ownership of 261,388
shares of Common Stock, $1.00 par value (the "Common Stock") of DeSoto, Inc. has
been transferred from Narragansett Prescott, Inc. ("NPI") to its sole
stockholder Narragansett First Fund, a Rhode Island limited partnership ("NFF"),
in connection with the liquidation of NPI and to disclose that the Reporting
Persons intend to sell all or a portion of the Common Stock owned of record by
NFF.
Item 13 on the cover pages filed herewith has been amended to reflect
the percentage of beneficial ownership of the respective Reporting Person based
upon the number of shares and outstanding as of April 30, 1996.
Except as specifically modified, amended or supplemented by this
Amendment, all of the information in the Original Statement is hereby confirmed.
Capitalized terms used herein shall have the meanings ascribed to such terms in
the Original Statement.
Item 2 of the Original Statement is hereby amended and restated as
follows:
ITEM 2. INDENTITY AND BACKGROUND.
(a) (1) This statement is being filed by the following persons:
(i) NFF;
(ii) Narragansett Management Partners, a Rhode Island limited
partnership ("NMP"), the general partner of NFF;
7
<PAGE>
(iii) Each of Arthur D. Little, Roger A. Vandenberg and Gregory
P. Barber, each of whom is a general partner of NMP.
(b) (1) Each of NFF and NMP has a principal place of business at 900
Fleet Center, Providence, Rhode Island 02903, with an additional office at One
Turks Head Place, Suite 1550, Providence, Rhode Island 02903.
(2) The principal place of business of Mr. Little is at 33 Broad
Street, 10th Floor, Boston, Massachusetts 02109.
(3) The principal place of business of Mr. Vandenberg is at One Turks
Head Place, Suite 1550, Providence, Rhode Island 02903.
(4) The principal place of business of Mr. Barber is at 900 Fleet
Center, Providence, Rhode Island 02903.
(c) (1) The principal occupations of Mr. Little are to act as managing
director for Narragansett Capital, Inc., a private investment company with an
office at One Turks Head Place, Suite 1550, Providence, Rhode Island 02903 and
as principal of The Little Investment Company, also a private investment
company, having a principal place of business at 33 Broad Street, 10th Floor,
Boston, Massachusetts 02109.
(2) The principal occupations of Mr. Vandenberg are to act as managing
director for Narragansett Capital, Inc., a private investment company with an
office at One Turks Head Place, Suite 1550, Providence, Rhode Island 02903 and
to act as President of Cariad Capital, Inc., also a private investment company,
having an office at One Turks Head Place, Suite 1550, Providence, Rhode Island
02903.
(3) The principal occupations of Mr. Barber are to act as managing
director for Narragansett Capital, Inc., a private investment company with an
office at 900 Fleet Center,
8
<PAGE>
Providence, Rhode Island 02903, and to act as managing director of Providence
Media Inc., a private investment company having an office at 900 Fleet Center,
Rhode Island 02903.
(d) During the last five years, none of the Reporting Persons has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons has 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, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) NFF and NMP are each Rhode Island limited partnerships and Messrs. Little,
Vandenberg and Barber are each United States citizens. Item 4 of the Original
Statement is hereby amended as follows:
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons intend to pursue the sale of the Common Stock.
Pursuant to the Stockholders' Agreement, such sales are subject to certain
restrictions relating to each of the quantity of shares which can be sold within
a specified time period and the nature of the prospective purchaser. The parties
to the Stockholders' Agreement may in the future determine to waive such
restrictions. In such an event, the Reporting Persons would be able to sell the
Common Stock without restriction or limitation.
Item 5 of the Original Statement is hereby amended and supplemented as
follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Reporting Persons believe that the aggregate number of shares of Common
Stock issued and outstanding as of April 30, 1996 is approximately 4,686,023.
The percentage of
9
<PAGE>
beneficial ownership of each of the Reporting Persons included in response to
Item 13 on the cover page filed herewith is computed based on the aggregate
number of shares of Common Stock outstanding as of April 30, 1996.
Item 7 of the Original Statement is hereby amended and supplemented as follows:
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
7.1 Joint Filing Agreement dated as of July 22, 1996.
99.1 Schedule 13D dated November 12, 1992 filed on behalf of each of the
Reporting Persons and NPI (excluding exhibits) (originally filed in paper
format).
10
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the undersigneds' knowledge
and belief, each of the undersigned certify that the information set forth in
this statement is true, complete and correct.
NARRAGANSETT FIRST FUND
By: Narragansett Management Partners,
General Partner
By: /s/Arthur D. Little
___________________________________
Arthur D. Little, General Partner
Date: July 22, 1996
NARRAGANSETT MANAGEMENT PARTNERS
By: /s/Arthur D. Little
__________________________________
Arthur D. Little, individually
Date: July 22, 1996
/s/Arthur D. Little
_______________________________________
Arthur D. Little, individually
Date: July 22, 1996
/s/Roger A. Vandenberg
_______________________________________
Roger A. Vandenberg, individually
Date: July 22, 1996
/s/Gregory P. Barber
_______________________________________
Gregory P. Barber, individually
Date: July 22, 1996
11
<PAGE>
EXHIBIT LIST
Exhibit No. Title
7.1 Joint Filing Agreement dated July 22, 1996.
99.1 Schedule 13D dated November 12, 1992 filed on
behalf of each of the Reporting Persons and NPI
(exhibits excluded) (originally filed in paper
format).
12
<PAGE>
Exhibit 7.1
AGREEMENT
Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act
of 1934, as amended, each of the undersigned hereby respectively represents that
the undersigned is eligible to use Schedule 13D as amended by Amendment No. 1
being filed herewith, to report the undersigned's respective beneficial
ownership of Common Stock of DeSoto, Inc. Additionally, each of the undersigned
acknowledges that this Amendment No. 1 to Schedule 13D is filed on behalf of
each of the undersigned.
NARRAGANSETT FIRST FUND
By: Narragansett Management Partners,
General Partner
By: /s/Arthur D. Little
___________________________________
Arthur D. Little, General Partner
Date: July 22, 1996
NARRAGANSETT MANAGEMENT PARTNERS
By: /s/Arthur D. Little
__________________________________
Arthur D. Little, General Partner
Date: July 22, 1996
/s/Arthur D. Little
__________________________________
Arthur D. Little, individually
Date: July 22, 1996
/s/Roger A. Vandenberg
_______________________________________
Roger A. Vandenberg, individually
Date: July 22, 1996
13
<PAGE>
/s/Gregory P. Barber
_______________________________________
Gregory P. Barber, individually
Date: July 22, 1996
14
<PAGE>
Exhibit 99.1
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)
25059510
(CUSIP Number)
Anne E. Eisele, Corporate Secretary, DeSoto, Inc.
1471 Business Center Drive, Suite 800
Mount Prospect, Illinois 60056 (708) 391-9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 12, 1992
(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 the 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 the
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).
15
<PAGE>
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Narragansett\Prescott, Inc.
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS*
00
_______________________________________________________________________________
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
SHARES ________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
261,388
OWNED BY EACH ________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON ________________________________________________________________
WITH 10 SHARED DISPOSITIVE POWER
261,388
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,388 Shares of Common Stock
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.69% - based on 4,070,932 shares of Common Stock outstanding on June
30, 1992, plus 522,755 shares issued pursuant to the merger
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
16
<PAGE>
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Narragansett First Fund
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS*
00
_______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
_______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island limited partnership
_______________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES ________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
261,388
OWNED BY EACH ________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON ________________________________________________________________
WITH 10 SHARED DISPOSITIVE POWER
261,388
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,388 Shares of Common Stock
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.69% - based on 4,070,932 shares of Common Stock outstanding on June
30, 1992, plus 522,755 shares issued pursuant to the merger
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
17
<PAGE>
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Narragansett Management Partners
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS*
00
_______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
_______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island limited partnership
_______________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES ________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
261,388
OWNED BY EACH ________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON ________________________________________________________________
WITH 10 SHARED DISPOSITIVE POWER
261,388
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,388 Shares of Common Stock
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.69% - based on 4,070,932 shares of Common Stock outstanding on June
30, 1992, plus 522,755 shares issued pursuant to the merger
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
18
<PAGE>
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arthur D. Little
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS*
00
_______________________________________________________________________________
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 citizen
_______________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES ________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
261,388
OWNED BY EACH ________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON ________________________________________________________________
WITH 10 SHARED DISPOSITIVE POWER
261,388
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,388 Shares of Common Stock
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.69% - based on 4,070,932 shares of Common Stock outstanding on June
30, 1992, plus 522,755 shares issued pursuant to the merger
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
19
<PAGE>
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roger A. Vandenberg
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS*
00
_______________________________________________________________________________
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 citizen
_______________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES ________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
261,388
OWNED BY EACH ________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON ________________________________________________________________
WITH 10 SHARED DISPOSITIVE POWER
261,388
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,388 Shares of Common Stock
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.69% - based on 4,070,932 shares of Common Stock outstanding on June
30, 1992, plus 522,755 shares issued pursuant to the merger
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
20
<PAGE>
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gregory P. Barber
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS*
00
_______________________________________________________________________________
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 citizen
_______________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES ________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
261,388
OWNED BY EACH ________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON ________________________________________________________________
WITH 10 SHARED DISPOSITIVE POWER
261,388
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,388 Shares of Common Stock
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.69% - based on 4,070,932 shares of Common Stock outstanding on June
30, 1992, plus 522,755 shares issued pursuant to the merger
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
21
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, $1.00 par value
("Common Stock"), of DeSoto, Inc., a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 1471 Business Center
Drive, Suite 800, Mount Prospect, Illinois 60056.
ITEM 2. IDENTITY AND BACKGROUND.
(a) (1) This statement is being filed by the following persons:
(i) Narragansett/Prescott, Inc., a Delaware corporation ("NPI")
and currently the record holder of 261,388 shares of the Common
Stock;
(ii) Narragansett First Fund, a Rhode Island limited partnership
("NFF"), which is the sole stockholder of NPI;
(iii) Narragansett Management Partners, a Rhode Island limited
partnership ("NMP"), which is the general partner of NFF;
(iv) Each of Arthur D. Little ("Little"), Roger A. Vandenberg
("Vandenberg"), and Gregory P. Barber ("Barber"), each of whom is
a general partner of NMP.
(2) Each of the following persons is an executive officer of NPI:
(i) Arthur D. Little- Chairman of the Board
(ii) John A. Foley - Vice President - Finance ("Foley")
(3) Each of the following persons is a director of NPI:
(i) Arthur D. Little
(ii) Thomas P. Howes ("Howes")
(iii) Melvin M. Merians ("Merians")
(b) (l) The principal place of business of each of NPI and Messrs. Little
and Vandenberg is One Turks Head Place, Suite 1550, Providence, Rhode
Island 02903.
22
<PAGE>
(2) Each of NFF and NMP has a principal place of business at 900 Fleet
Center, Providence, Rhode Island 02903, with an additional office at
One Turks Head Place, Suite 1550, Providence, Rhode Island 02903.
(3) The principal place of business of Mr. Barber is 900 Fleet Center,
Providence, Rhode Island 02903.
(4) Mr. Foley has a place of business at both 1471 Business Center
Drive, Suite 800, Mount Prospect, Illinois 60056 and 16750 South
Vincennes Road, South Holland, Illinois 60473.
(5) The principal place of business of Mr. Howes is Stoney Point Road,
Westport, Connecticut 06880.
(6) The principal place of business of Mr. Merians is 10 Bonnie Briar
Lane, Larchmont, New York 10538.
(c) (1) The principal occupations of Mr. Little are to act as managing
director for Narragansett Capital, Inc., a private investment company
at its office at One Turks Head Place, Suite 1550, Providence, Rhode
Island 02903 and as principal of The Little Investment Company, also a
private investment company having a principal place of business at 33
Broad Street, 10th Floor, Boston, Massachusetts 02109.
(2) The principal occupations of Mr. Vandenberg are to act as managing
director for Narragansett Capital, Inc., a private investment company
at its office at One Turks Head Place, Suite 1550, Providence, Rhode
Island 02903, and to act as President of Cariad Capital, Inc., also a
private investment company, having a principal place of business at
One Turks Head Place, Suite 1550, Providence, Rhode Island 02903.
(3) The principal occupations of Mr. Barber are to act as managing
director for Narragansett Capital, Inc., a private investment company
with a principal business address at 900 Fleet Center, Providence,
Rhode Island 02903, and to act as managing
23
<PAGE>
director of Providence Media Inc., a private investment company having
a principal place of business at 900 Fleet Center, Rhode Island 02903.
(4) The principal occupations of Mr. Foley are to act as Vice
President, Controller and Assistant Secretary of the Issuer, a
manufacturer of chemicals and allied products with a principal
business address at 1471 Business Center Drive, Suite 800, Mount
Prospect, Illinois 60056, and to act as Senior Vice President of J.L.
Prescott Company, a manufacturing company with a principal business
address at 16750 South Vincennes Road, South Holland, Illinois 60473.
(5) The principal occupation of Mr. Howes is to act as an independent
business consultant with a principal business address at 14 Stoney
Point Road, Westport, Connecticut 06880.
(6) The principal occupation of Mr. Merians is to act as an
independent business consultant with a principal business address at
10 Bonnie Briar Lane, Larchmont, New York 10538.
(d) During the last five years, none of the filing persons, or any other persons
listed in paragraph (a) of Item 2, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the filing persons, or any other persons
listed in paragraph (a) of Item 2, has 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, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Messrs. Little, Vandenberg, Barber, Foley, Howes and Merians are each United
States citizens.
24
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 12, 1992, DeSoto Subsidiary One Corp., a wholly-owned
subsidiary of the Issuer, and J.L. Prescott Company, a wholly-owned subsidiary
of NPI, merged, resulting in the Issuer's acquisition of J.L. Prescott Company.
Pursuant to the merger, each of the 815,278 shares of common stock of J.L.
Prescott Company issued and outstanding to NPI was cancelled and converted into
(i) 522,775 shares of Common Stock, and (ii) 522,775 Contingent Value Rights
issued by Issuer to NPI ("CVRs"). Immediately after receiving the Common Stock
and CVRs, NPI transferred an aggregate of 261,387 shares of Common Stock and
261,387 CVRs to certain lenders of J.L. Prescott Company (the "Lenders") in
connection with NPI's performance of an existing covenant to transfer one-half
of all consideration received by NPI upon a restructuring of J.L. Prescott
Company.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisition and partial disposition of the Common Stock and CVRs by NPI
was made in connection with the merger transaction described in Item 3 hereof.
The acquisition of the Common Stock and CVRs was made solely for investment
purposes by NPI as a passive investor. NPI has no intent to acquire or affect
control of the Issuer, except to the extent that, in accordance `with the terms
of a Stockholders Agreement dated as of August 21, 1992 between Issuer and NPI,
NPI, in its capacity as Shareholder Representative, has the right to designate,
subject to certain conditions, two representatives to serve on the Issuer's
Board of Directors. NPI has designated Arthur D. Little and Melvin M. Merians to
serve on the Issuer's Board of Directors.
NPI's ownership of the CVRs may entitle it to a contingent payment from the
Issuer. The type of the contingent payment will vary depending on certain
circumstances, and may include (i) cash; (ii) debt securities of the Issuer;
(iii) Common Stock; or (iv) a combination thereof. The exercise date of the CVRs
is November 12, 1995; the expiration date is, subject to certain conditions,
August 9, 1996.
25
<PAGE>
Pursuant to the terms of an Option Agreement dated as of November 12, 1992,
by and among NPI and each of the Lenders, NPI has the option to purchase all,
but not less than all, of the Common Stock and CVRs held by each of the Lenders
at a specified aggregate purchase price. This option is exercisable at any time
prior to November 12, 1995.
Pursuant to the terms of a Side Letter dated as of November ll, 1992
between NPI and the Issuer, NPI is obligated, under certain circumstances, to
return a portion of the Common Stock to the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The filing persons listed in Item 2 hereof beneficially own an
aggregate of 261,388 shares (5.69%) of Common Stock.
(b) Each of the filing persons listed in Item 2 hereof have the shared
power to vote or to direct the vote, to dispose of or to direct the disposition
of, 261,388 shares of Common Stock.
(c) See Items 3 and 4 for a description of the transactions that were
effected during the past sixty (60) days by the persons filing this statement.
(d) No person other than the filing persons has the right to receive, or
the power to direct the receipt of, dividends in connection with the Common
Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Stockholders Agreement sets forth the agreement between NPI and the
Issuer as to-the rights and restrictions relating to ownership of the Common
Stock. In this regard, NPI (i) is obligated, unless certain events occur, to
vote the Common Stock as recommended by a majority of Directors then in office,
and (ii) restricted from transferring the Common Stock, except under certain
circumstances, unless NPI, together with the Lenders, meet certain conditions.
26
<PAGE>
CVR Certificate Number 2 issued by the Issuer to NPI sets forth additional
rights and restrictions relating to ownership of the CVRs.
The Option Agreement dated as of November 12, 1992 among NPI and each of
the Lenders, grants NPI an option to acquire an aggregate of 261,387 shares of
Common Stock and 261,387 CVRs at a specified aggregate purchase price.
Pursuant to the terms of a Side Letter dated as of November 11, 1992
between NPI and the Issuer, NPI is obligated, under certain circumstances, to
return a portion of the Common Stock to the Issuer.
The above descriptions of the Stockholders Agreement, the CVR Certificate,
the Option Agreement and the Side Letter set forth in this Item and Item 4 are
summaries, and are qualified in their entirety by reference to the complete text
of such documents, which are contained in Exhibits 7(a), 7(b), 7(c) and 7(d) and
which are incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
7(a) Stockholders Agreement dated August 21, 1992 between NPI and the Issuer.
7(b) CVR Certificate Number 2 issued November 12, 1992 by Issuer to NPI.
7(c) Option Agreement dated November 12, 1992 by and among NPI and each of the
Lenders.
7(d) Side Letter dated as of November 11, 1992 between NPI and the Issuer.
7(e) Agreement dated November 19, 1992 by and among each of NPI, NFF, NMP,
Little, Vandenberg and Barber.
Each of NFF, NMP, Little, Vandenberg and Barber disclaims beneficial
ownership in the Common Stock and CVRs except to the extent of their respective
pecuniary interests therein.
27
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the undersigneds' knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
NARRAGANSETT/PRESCOTT, INC.
By______________________________________
Arthur D. Little Chairman
NARRAGANSETT FIRST FUND
By: Narragansett Management Partners,
its general partner
By______________________________________
Arthur D. Little, a general partner
NARRAGANSETT MANAGEMENT PARTNERS
By______________________________________
Arthur D. Little, a general partner
________________________________________
Arthur D. Little
________________________________________
Roger A. Vandenberg
________________________________________
Gregory P. Barber
28
<PAGE>
EXHIBIT LIST
Exhibit No. Title
7(a) Stockholders Agreement dated August 21, 1992,
between NPI and the Issuer.
7(b) CVR Certificate No. 2 issued November 12, 1992, by
Issuer to NPI.
7(c) Option Agreement dated November 12, 1992 by and
among NPI and each of the Lenders.
7(d) Side Letter dated November 11, 1992 between NPI
and Issuer.
7(e) Agreement dated November 19, 1992 by and among
each of NPI, NFF, NMP, Little, Vandenberg and
Barber.
29
<PAGE>
AGREEMENT
The undersigned hereby acknowledge and agree that the statement required to be
filed with the Securities and Exchange Commission on Schedule 13D relating to
the acquisition of more than 5% of certain equity securities of DeSoto, Inc. by
Narragansett/Prescott, Inc. is filed on behalf of each of the undersigned.
Dated: November 19, 1992
NARRAGANSETT/PRESCOTT, INC.
By______________________________________
Arthur D. Little Chairman
NARRAGANSETT FIRST FUND
By: Narragansett Management Partners,
its general partner
By______________________________________
Arthur D. Little, a general partner
NARRAGANSETT MANAGEMENT PARTNERS
By______________________________________
Arthur D. Little, a general partner
________________________________________
Arthur D. Little
________________________________________
Roger A. Vandenberg
________________________________________
Gregory P. Barber
30
<PAGE>
