SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Cost Plus, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
221485105
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(CUSIP Number)
March 17, 1995
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
The information required in 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 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).
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CUSIP No. 221485105 13G Page 2 of 8 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ING Equity Partners, L.P. I
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 512,594
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 512,594
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
512,594
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 221485105 13G Page 3 of 8 Pages
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13. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ING (U.S.) Capital Corporation
14. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
15. SEC USE ONLY
16. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 17. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 18. SHARED VOTING POWER 512,594
OWNED BY
EACH 19. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 20. SHARED DISPOSITIVE POWER 512,594
21. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
512,594
22. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
23. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
24. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 4 of 8 Pages
Item 1.
(a) Name of Issuer: Cost Plus, Inc., a California corporation
(b) Address of Issuer's Principal Executive Offices: 201 Clay Street,
P.O. Box 23350, Oakland, California 94607.
Item 2.
(a) Name of Person Filing: This Statement on Schedule 13G is being
filed by ING Equity Partners, L.P. I and ING (U.S.) Capital
Corporation (the "Reporting Persons").
(b) Address of Principal Business Office: The principal business
address of ING Equity Partners L.P. I is 520 Madison Avenue, 33rd
Floor, New York, New York 10022-2101. The principal business
address of ING (U.S.) Capital Corporation is 135 East 57th
Street, New York, New York 10022-2101.
(c) Citizenship: The Reporting Persons were both organized under the
laws of the State of Delaware.
(d) Title of Class of Securities: common stock, $.01 par value per
share (the "Common Stock").
(e) CUSIP Number: 221485105
Item 3.
Not applicable.
Item 4. Ownership
(a) Amount Beneficially Owned: 512,594 shares of Common Stock.
(b) Percent of Class: 5.9% (based on 8,730,568 shares of Common
Stock reported outstanding as of April 29, 1998).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 512,594
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Page 5 of 8 Pages
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
512,594
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of Five Percent or Less of a Class
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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Page 6 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: December 21, 1998
ING EQUITY PARTNERS, L.P. I
By: /S/ Oliver Trouveroy
Name: Oliver Trouveroy
Title: Managing Partner
ING (U.S.) CAPITAL CORPORATION
By: /S/ Richard D. Thornhill
Name: Richard D. Thornhill
Title: Senior Vice President
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Page 7 of 8 Pages
INDEX TO EXHIBITS
Exhibit No. Exhibit
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99.1 Joint Filing Agreement, dated December 21, 1998, between ING
Equity Partners, L.P. I and ING (U.S.) Capital Corporation.
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Page 8 of 8 Pages
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
shares of Common Stock, $.01 par value of Cost Plus, Inc. and further agree to
the filing of this agreement as an Exhibit thereto. In addition, each party to
this Agreement expressly authorizes each other party to this Agreement to file
on its behalf any and all amendments to such Statement on Schedule 13G.
Date: December 21, 1998
ING EQUITY PARTNERS, L.P. I
By: /S/ Oliver Trouveroy
Name: Oliver Trouveroy
Title: Managing Partner
ING (U.S.) CAPITAL CORPORATION
By: /S/ Richard D. Thornhill
Name: Richard D. Thornhill
Title: Senior Vice President
