LESLIES POOLMART, SC 13D, 1996-11-21

LESLIES POOLMART
SC 13D, 1996-11-21
RETAIL STORES, NEC

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<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ________)*

LESLIE'S POOLMART
- --------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)

527069 10 8
------------
(CUSIP Number)

Alan J. Barton, Esq., Paul, Hastings, Janofsky & Walker,
555 S. Flower Street, 23rd Floor,
Los Angeles, CA 90071-2371, (213) 683-6140
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

November 11, 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 this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].

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).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 527069 10 8 PAGE 2 OF 24 PAGES
- ----------------------- ---------------------

- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

HANCOCK PARK ASSOCIATES II, L.P.

- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]

- ------------------------------------------------------------------------------
SEC USE ONLY
3

- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00

- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
5

- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware

- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-

SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-

PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
-0-

- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [X]

- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0%

- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
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.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 527069 10 8 PAGE 3 OF 24 PAGES
- ----------------------- ---------------------

- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

LIBERTY WEST PARTNERS

- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]

(b) [_]

- ------------------------------------------------------------------------------
SEC USE ONLY
3

- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC, OO

- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
5

- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California

- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 334,141

- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [X]

- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.1%

- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
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.

<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 527069 10 8 PAGE 4 OF 24 PAGES
- ----------------------- ---------------------

- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

MICHAEL J. FOURTICQ

- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]

(b) [_]

- ------------------------------------------------------------------------------
SEC USE ONLY
3

- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF, 00

- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
5

- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States

- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 507,574

- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [X]

- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.7%

- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
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.

<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 527069 10 8 PAGE 5 OF 24 PAGES
- ----------------------- ---------------------

- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

BRIAN P. MCDERMOTT

- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]

(b) [_]

- ------------------------------------------------------------------------------
SEC USE ONLY
3

- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF,00

- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
5

- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States

- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 367,549

- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [X]

- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.5%

- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
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.

<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 527069 10 8 PAGE 6 OF 24 PAGES
- ----------------------- ---------------------

- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

GREG FOURTICQ

- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]

(b) [_]

- ------------------------------------------------------------------------------
SEC USE ONLY
3

- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00

- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
5

- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States

- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 112,455

- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [X]

- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.7%

- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
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.

<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 527069 10 8 PAGE 7 OF 24 PAGES
- ----------------------- ---------------------

- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

RICHARD H. HILLMAN

- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]

(b) [_]

- ------------------------------------------------------------------------------
SEC USE ONLY
3

- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF, 00

- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
5

- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States

- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 324,348

- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [X]

- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.9%

- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
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.

<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 527069 10 8 PAGE 8 OF 24 PAGES
- ----------------------- ---------------------

- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

ROBERT D. OLSEN

- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]

(b) [_]

- ------------------------------------------------------------------------------
SEC USE ONLY
3

- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00

- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
5

- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States

- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 124,363

- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [X]

- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.9%

- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
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.

<PAGE>

ITEM 1. SECURITY AND ISSUER.

This statement on Schedule 13D relates to shares of the common
stock, no par value (the "Issuer Common Stock"), of Leslie's Poolmart, a
California corporation (the "Issuer"). The address of the principal
executive offices of the Issuer is 20222 Plummer Street, Chatsworth,
California 91311.

The Information set forth in the Exhibits attached hereto is
expressly incorporated herein by reference and the response to each item of
this statement is qualified in its entirety by the provisions of such
Exhibits.

ITEM 2. IDENTITY AND BACKGROUND.

This statement is being filed jointly on behalf of Hancock Park
Associates II, L.P. ("HPA II"), Liberty West Partners ("Liberty"), Michael
J. Fourticq individually, Brian P. McDermott individually, Greg Fourticq
individually, Richard H. Hillman individually and Robert D. Olsen
individually (collectively, the "Reporting Persons" or the "HPA Group") on
the basis that the Reporting Persons may be deemed to constitute a "group"
within the meaning of Rule 13d-5 promulgated under the Securities Exchange
Act of 1934, as amended, due to the desire of the Reporting Persons to
effect a business combination transaction whereby the Reporting Persons
would form a corporation controlled by the Reporting Persons that would
acquire the outstanding Issuer Common Stock in a cash merger (described in
Item 4 as the "merger"). Information in this statement is also being
disclosed by Michael J. Fourticq and Brian P. McDermott in their capacity
as the general partners of HPA II and is being disclosed by Michael J.
Fourticq and Greg Fourticq in their capacity as the general partners of
Liberty.

HPA II
------

HPA II is a Delaware limited partnership with its principal office
and place of business at 1925 Century Park East, Suite 810, Los Angeles,
California, 90067. The principal business of HPA II is investing.

The General Partners of HPA II are Michael J. Fourticq and Brian P.
McDermott. Mr. Fourticq's principal occupation is acting as a general
partner of HPA II, as chairman of the board of various companies owned or
controlled by various investment partnerships, and as Chairman of the Board
of the Issuer. Mr. McDermott's principal occupation is acting as President
and Chief Executive Officer of the Issuer and as a general partner of HPA
II. Mr. Fourticq's principal business office is located at 1925 Century
Park East, Suite 810, Los Angeles, California, 90067. Mr. McDermott's
principal business office is located at 20222 Plummer Street, Chatsworth,
California, 91311. Both Mr. Fourticq and Mr. McDermott are United States
citizens.

Liberty
-------

Liberty is a California general partnership with its principal place
of business at 1925 Century Park East, Suite 810, Los Angeles, California,
90067. The principal business of Liberty is investing.

The General Partners of Liberty are Michael J. Fourticq and Greg
Fourticq. Michael J. Fourticq's principal occupation, business address and
citizenship are as discussed above. Greg Fourticq's principal occupation
is acting as President of Cascade Sawing and Drilling. Greg Fourticq's
principal business office is located at P.O. Box 3157, Kent, Washington
98032. Greg Fourticq is a United States citizen.

Michael J. Fourticq
-------------------

Michael J. Fourticq's principal occupation, business address and
citizenship are as discussed above.

Page 9 of 24
<PAGE>

Brian P. McDermott
------------------

Brian P. McDermott's principal occupation, business address and
citizenship are as discussed above.

Greg Fourticq
-------------

Greg Fourticq's principal occupation, business address and
citizenship are as discussed above.

Richard H. Hillman
------------------

Richard H. Hillman's principal occupation is acting as President of
Hillman Capital Partners and as a director of the Issuer. His principal
business address is 2665 Main Street, #260, Santa Monica, California 90405.
Richard H. Hillman is a United States citizen.

Robert D. Olsen
---------------

Robert D. Olsen's principal occupation is acting as Chief Financial
Officer of the Issuer. His principal business address is 20222 Plummer
Street, Chatsworth, California 91311. Robert D. Olsen is a United States
citizen.

None of the Reporting Persons nor any other person disclosed in
response to this Item 2 has during the last five years, been (a) convicted
in a criminal proceeding, or (b) a party to any civil proceeding as a
result of which it has been subject to a judgment, decree, final order
enjoining further violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violation in
respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Liberty, Michael J. Fourticq, Brian P. McDermott and Greg Fourticq
initially acquired the shares of Issuer Common Stock held by such persons
when the Issuer was purchased in a highly leveraged transaction on
September 1, 1988 by an investment group led by Hancock Park Associates, an
affiliate of HPA II.

Liberty used working capital to acquire its initial Issuer Common
Stock. Shares of Issuer Common Stock have subsequently been acquired as
stock dividends made by the Issuer.

Michael J. Fourticq used personal funds to acquire his initial
Issuer Common Stock. Shares of Issuer Common Stock have subsequently been
acquired as stock dividends made by the Issuer and from distribution by
various partnerships owning shares of the Issuer. Mr. Fourticq also holds
options to purchase Issuer Common Stock granted in connection with his
position with the Issuer.

Brian P. McDermott used personal funds to acquire his initial Issuer
Common Stock. Mr. McDermott also holds options to purchase Issuer Common
Stock granted in connection with his position with the Issuer.

Greg Fourticq is the trustee of three trusts for the benefit of
Michael J. Fourticq's children, which trusts contain shares of Issuer
Common Stock as part of their corpus. Shares of Issuer Common Stock have
subsequently been acquired as stock dividends made by the Issuer.

Richard H. Hillman used personal funds to acquire his Issuer Common
Stock. Mr. Hillman also holds options to purchase Issuer Common Stock
granted in connection with his position with the Issuer.

Robert D. Olsen holds options to purchase Issuer Common Stock
granted in connection with his position with the Issuer.

Page 10 of 24
<PAGE>

Financing for the merger described in Item 4 may be supplied by
issuance of debt or equity securities or bank or other commercial
borrowings or some combination of securities issuances and borrowings.
There have been preliminary discussions between certain of the Reporting
Persons and Occidental Petroleum Corporation ("Occidental") about
Occidental providing a portion of the financing for the merger as a
purchaser of equity securities. Occidental is currently a holder of $10
million principal amount of the Issuer's 8% Convertible Subordinated
Debenture due 2001 (but redeemable earlier upon the occurrence of specified
change of control events including certain consolidations, mergers and
similar transactions). A subsidiary of Occidental is the Issuer's principal
supplier of chemicals. Dr. Dale R. Laurance, a director of the Issuer, is
the President of Occidental. No definitive determination has been made, or
agreement entered into, with respect to financing for the merger.

ITEM 4. PURPOSE OF TRANSACTION.

The Reporting Persons and any other person disclosed in response to
Item 2 acquired the shares beneficially owned by each of them, pursuant to
the transactions described in Item 3, for investment. However, as
described in the Letter, dated November 11, 1996 from HPA II to the Issuer
(the "Offer Letter") (attached hereto as Exhibit 1) and in the press
release issued by the Issuer on November 12, 1996 (attached hereto as
Exhibit 2), the HPA Group has offered to, and is taking steps to, acquire
the outstanding Issuer Common Stock in a transaction in which a corporation
to be formed by the HPA Group ("Newco") would, either directly or through a
wholly-owned subsidiary, effect a cash merger with the Issuer (the
"merger"). It is expected that members of the HPA Group will become
holders of equity securities of Newco and that certain officers of the
Issuer will be invited to participate as holders of equity securities of
Newco.

Completion of the merger would be subject to a number of conditions
including (i) execution of a definitive merger agreement by Newco and the
Issuer, (ii) approval of the merger and the definitive merger agreement by
the board of directors of the Issuer and the special committee of the board
of directors that has been established to consider the merger and certain
other indications of interest to acquire the Issuer received by the Issuer,
(iii) receipt by the board of directors of a opinion of an independent
investment banker as to the fairness of the merger from a financial point
of view to the holders of the Issuer Common Stock, (iv) approval of the
merger by the holders of the Issuer Common Stock, (v) Newco obtaining
sufficient financing on satisfactory terms to complete the merger, and (vi)
compliance with all applicable regulatory requirements.

It is also anticipated that the Issuer Common Stock would be
delisted from the NASD National Market System.

Except as disclosed in this Item 4, each Reporting Person and any
other person disclosed in response to Item 2 has no current plans or
proposals which relate to or would result in any of the events described in
clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.

Page 11 of 24
<PAGE>

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) and (b) Set forth in the table below are the number and percentage of
shares of Issuer Common Stock beneficially owned, as well as
the nature of ownership, for each Reporting Person and any
other person disclosed in response to Item 2 as of the date
hereof.
<TABLE>
<CAPTION>

Number of Number of
Shares Shares
Beneficially Beneficially
Owned Owned Aggregate
With Sole With Shared Number of Percentage
Voting and Voting and Shares of Shares
Dispositive Dispositive Beneficially Beneficially
Name Power Power Owned Owned(2)
- ---- ------------ ------------ ------------ ---------------
<S> <C> <C> <C> <C>
HPA Group(1) -0- -0- 1,770,430 25.7%
HPA II (3) -0- -0- -0- 0%
Liberty 334,141 -0- 334,141 5.1%
Michael J. Fourticq(4) 507,574 -0- 507,574 7.7%
Brian P. McDermott(5) 367,549 -0- 367,549 5.5%
Greg Fourticq(6) 112,455 -0- 112,455 1.7%
Richard Hillman(7) 324,348 -0- 324,348 4.9%
Robert D. Olsen(8) 124,363 -0- 124,363 1.9%

</TABLE>
(1) Pursuant to Rule 13d-5, the HPA Group is deemed to beneficially own
all equity securities of the Issuer beneficially owned by any
members of the group. The HPA Group may be deemed to beneficially
own 623 shares of Issuer Common Stock held by Michael J. Fourticq's
spouse, but such shares are excluded from this table and, pursuant
to Rule 13d-4, the filing of this statement shall not be construed
as an admission that the members of the HPA Group are the beneficial
owners of such shares.

(2) The percentages of Issuer Common Stock indicated in this table are
based on 6,548,411 shares of Issuer Common Stock outstanding as of
October 17, 1996, as disclosed in the Issuer's most recent Form 10-Q
filed with the Securities and Exchange Commission, plus, where
applicable, shares of Issuer Common Stock subject to options
exercisable within 60 days.

(3) HPA II does not own any shares of Issuer Common Stock and is
reported herein only as a member of the HPA Group.

(4) Includes 16,540 shares of Issuer Common Stock subject to options
exercisable within 60 days. Also includes 46,192 shares of Issuer
Common Stock held by Hancock Park Associates, a partnership of which
Mr. Fourticq is the sole general partner. Mr. Fourticq may also be
deemed to beneficially own the 334,141 shares of Issuer Common Stock
reported by Liberty by virtue of his being a general partner of
Liberty. Mr. Fourticq may also be deemed to beneficially own 623
shares of Issuer Common Stock held by Mr. Fourticq's spouse, but
such shares are excluded from this table and, pursuant to Rule 13d-
4, the filing of this statement shall not be construed as an
admission that Mr. Fourticq is the beneficial owner of such shares.

(5) Shares are held through a trust. Includes 190,350 shares of Issuer
Common Stock subject to options exercisable within 60 days.

(6) Greg Fourticq does not own any shares of Issuer Common Stock
outright. Greg Fourticq's beneficial ownership includes 112,455
shares of Issuer Common Stock held in trusts of which Greg Fourticq
is trustee for the benefit of his nephews and his niece. Greg
Fourticq may also be deemed to beneficially own the 334,141 shares
of Issuer Common Stock reported by Liberty by virtue of his being a
general partner of Liberty.

Page 12 of 24
<PAGE>

(7) Includes 18,745 shares of Issuer Common Stock subject to options
exercisable within 60 days. Also includes 1,323 shares of Issuer
Common Stock held in a trust of which Mr. Hillman is trustee for the
benefit of his son.

(8) All 124,363 shares of Issuer Common Stock are those subject to
options exercisable within 60 days.

(c) None of the Reporting Persons nor any other person disclosed in
response to Item 2 has effected any transactions in the Common Stock
in the past sixty days.

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.

Except as disclosed in Items 4 and 5 and the Joint Filing Agreement,
dated November 20, 1996, by and among HPA II, Liberty, Michael J. Fourticq,
Brian P. McDermott, Greg Fourticq, Richard H. Hillman and Robert D. Olsen,
none of the Reporting Persons and any other person disclosed in response to
Item 2 is a party to any contracts, arrangements, understandings or
relationships with respect to any securities of the Issuer, including but
not limited to the transfer or voting of any of the securities, finder's
fees, joint ventures, loan or option agreements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding of
proxies.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

The information set forth in the Exhibit Index is incorporated
herein by reference.

Page 13 of 24
<PAGE>

SIGNATURES

After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.

Dated: November 21, 1996

HANCOCK PARK ASSOCIATES II, L.P.

By: /s/ BRIAN P. MCDERMOTT
-----------------------------------------
Name: Brian P. McDermott
Title: General Partner

/s/ BRIAN P. MCDERMOTT
-----------------------------------------
Brian P. McDermott

LIBERTY WEST PARTNERS*

Michael J. Fourticq*

Greg Fourticq*

Richard H. Hillman*

Robert D. Olsen*

/s/ BRIAN P. MCDERMOTT
------------------------------------------
* By Brian P. McDermott, Attorney-in-fact

Page 14 of 24
<PAGE>

Exhibit Index

1. Letter, dated November 11, 1996 from HPA II to Issuer.

2. Press release issued by the Issuer, dated November 12, 1996.

3. Joint Filing Agreement, dated November 20, 1996, by and among HPA II,
Liberty, Michael J. Fourticq, Brian P. McDermott, Greg Fourticq, Richard
H. Hillman, Robert D. Olsen and Murray H. Dashe.

4. Power of Attorney of Michael J. Fourticq, dated November 20, 1996,
naming Brian P. McDermott and Robert D. Olsen as attorney-in-fact.

5. Power of Attorney of Greg Fourticq, dated November 20, 1996, naming
Michael J. Fourticq, Brian P. McDermott and Robert D. Olsen as attorney-
in-fact.

6. Power of Attorney of Liberty, dated November 20, 1996, naming Brian P.
McDermott and Robert D. Olsen as attorney-in-fact.

7. Power of Attorney of Richard H. Hillman, dated November 20, 1996, naming
Michael J. Fourticq, Brian P. McDermott and Robert D. Olsen as attorney-
in-fact.

8. Power of Attorney of Robert D. Olsen, dated November 18, 1996, naming
Michael J. Fourticq and Brian P. McDermott as attorney-in-fact.

Page 15 of 24

<PAGE>

EXHIBIT 1
---------

HANCOCK PARK ASSOCIATES
1925 Century Park East, Suite No. 810, Los Angeles, CA 90067
(310) 553-5550 Fax (310) 201-0403

November 11, 1996

Board of Directors
Leslie's Poolmart
20222 Plummer Street
Chatsworth, California 91311

Gentlemen:

Hancock Park Associates II (the "Purchaser") is hereby offering to acquire all
outstanding shares of the Common Stock of Leslie's Poolmart (the "Company") for
$14.50 per share.

The purchase will involve a cash merger of the Company and a corporation
("Newco") to be formed by the Purchaser. Certain officers and directors of the
Company and their affiliated entities will participate as stockholders of Newco.

The transaction is subject to receipt by Purchaser of sufficient financing, upon
terms and conditions satisfactory to it, to approval of the transaction by the
Board of Directors of the Company and receipt by the Board of Directors of an
opinion by an independent investment banking firm that the $14.50 per share
price is fair to the Company's stockholders from a financial point of view.

The Purchaser and its advisors are prepared to meet as soon as possible with the
Board of Directors or a committee of the Board of Directors established to
consider an offer, and any advisors to the Board or this committee, to begin
negotiations of a definitive agreement covering this transaction.

We request that any public announcement of this offer be reviewed by a
representative of Purchaser prior to its release.

We realize that it will take some time for the Board of Directors and its
advisors to consider this offer. However, as you can appreciate, timing is very
important to the financing of such a transaction. Accordingly, we look forward
to receiving a response as soon as possible.

Very truly yours,

HANCOCK PARK ASSOCIATES II

Michael J. Fourticq Brian P. McDermott
General Partner General Partner

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[LETTERHEAD OF LESLIE'S(TM)]

EXHIBIT 2
---------

CONTACT: Brian P. McDermott
President & C.E.O.
818/993-4212

Robert D. Olsen
Chief Financial Officer
818/993-4212

FOR IMMEDIATE RELEASE
---------------------

LESLIE'S POOLMART ANNOUNCES IT HAS RECEIVED
AN OFFER TO ACQUIRE OUTSTANDING SHARES

CHATSWORTH, California, November 12, 1996 -- Leslie's Poolmart (the
"Company") (NASDAQ/LESL) today announced that it has received an offer from
Hancock Park Associates II, L.P. ("Hancock Park"), a partnership consisting of
Michael J. Fourticq and Brian P. McDermott, the Chairman of the Board and Chief
Executive Officer, respectively, of the Company, to acquire in a cash merger all
the outstanding shares of Common Stock of the Company for a cash purchase price
of $14.50 per share. The Company currently has approximately 6,550,000 shares of
Common Stock outstanding and 960,000 shares subject to employee and director
stock options.

The proposed acquisition would be effected through a transaction between
the Company and a newly organized corporation that will be owned and controlled
by Hancock Park. Certain of the directors of the Company and certain of their
affiliated entities would also be stockholders of the new corporation. Hancock
Park indicated that certain additional officers of the Company will also be
invited to invest in the new corporation. Some of the Company shares held by Mr.
Fourticq and Mr. McDermott and the other participants in the new corporation
would also be cashed out along with the shares of the other Company stockholders
in the merger.

The offer from Hancock Park is conditioned upon, among other things, the
receipt by Hancock Park of sufficient and satisfactory financing in order to
complete the transaction, approval of the transaction by the Board of Directors
of the Company and receipt by the Board of Directors of an opinion of an
independent investment banking firm that the $14.50 per share price is fair to
the Company stockholders from a financial point of view.

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-2-

The Company announced that it had also received preliminary indications of
interest from two other firms to acquire the Company in a cash-for-shares
transaction at prices equal to or less than the Hancock Park offer. Such
indications of interest contemplate that certain members of the Company's
management would participate as stockholders of the acquiring company, and are
subject to significant contingencies, including due diligence and financing.
The Board stated that the Company has been engaged in a process of evaluating
alternatives to maximize shareholder value with the assistance of a financial
advisor, and that the offer, as well as the indications of interest from the
other parties, have arisen as a result of that process.

The Company also announced that it has expanded its Board of Directors to
include Dann Angeloff and Clarence Schmitz. Mr. Angeloff is President of The
Angeloff Company, a corporate financial advisory firm based in Los Angeles,
California. Mr. Schmitz is Executive Vice President of Jefferies & Company,
Inc., a Los Angeles, California-based investment banking firm. To accommodate
the addition of the two new board members, Mr. Murray Dashe has resigned his
position as a Director, but will remain in his role as the Company's Chief
Operating Officer.

The Company explained that a special committee of its Board of Directors,
comprised of Mr. Angeloff and Mr. Schmitz, has been established to consider the
Hancock Park offer, the two indications of interest, and any other proposals
which may be received. The special committee is empowered to evaluate and
negotiate such proposals and to make a recommendation to the Board of Directors
with respect to any proposed transaction. Neither member of the special
committee would have any financial or other interest in the acquiring companies
for any of the possible transactions under consideration. There can be no
assurance that any transaction will be consummated.

Founded in 1963, Leslie's Poolmart is the country's leading specialty
retailer of swimming pool supplies and related products. The Company currently
markets its products through 259 retail stores in 27 states and a nationwide
mail-order catalog.

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EXHIBIT 3
---------

JOINT FILING AGREEMENT

Each of the undersigned hereby acknowledges and agrees, in compliance with
the provisions of Rule 13d-1(f)(1) promulgated under the Securities Exchange Act
of 1934, as amended, that the Schedule 13D to which this Agreement is attached
as an Exhibit is being filed with the Securities and Exchange Commission jointly
on behalf of the undersigned. This Agreement may be signed by the undersigned in
separate counterparts.

Dated: November 20, 1996

HANCOCK PARK ASSOCIATES II, L.P.

By: /s/ BRIAN P. MCDERMOTT
-------------------------------------
Name: Brian P. McDermott
Title: General Partner

/s/ BRIAN P. MCDERMOTT
-----------------------------------------
Brian P. McDermott

LIBERTY WEST PARTNERS*

Michael J. Fourticq*

Greg Fourticq*

Richard H. Hillman*

Robert D. Olsen*

/s/ BRIAN P. MCDERMOTT
-----------------------------------------
* By Brian P. McDermott, Attorney-in-fact

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EXHIBIT 4
---------

POWER OF ATTORNEY

The undersigned, Michael J. Fourticq, hereby makes, constitutes and
appoints Brian P. McDermott and Robert D. Olsen the attorneys-in-fact
(individually, "Attorney"; and collectively, "Attorneys") of the undersigned,
with full power and authority, including without limitation the power of
substitution and resubstitution, acting together or separately, in the name of
and for and on behalf of the undersigned:

(a) For the purpose of complying with the requirements of the
Securities Act of 1933, as amended, and the rules of the Securities and
Exchange Commission (the "Commission") promulgated thereunder
(collectively, the "Securities Act"), and the Securities Exchange Act of
1934, as amended, and the rules of the Commission promulgated thereunder
(collectively, the "Exchange Act"), to prepare or cause to be prepared,
execute, sign and file with the Commission and all applicable securities
exchanges and interdealer quotation systems on behalf of the undersigned
all statements, reports and other filings (including without limitation
amendments thereto) required to be filed by the undersigned under the
Securities Act or the Exchange Act, including without limitation all
Schedules 13G, Schedules 13D and Initial Statements of Beneficial Ownership
of Securities on Commission Forms 3, 4 and 5 with respect to the equity
securities of Leslie's Poolmart; and

(b) To make, execute, acknowledge, and deliver such other
documents, letters, and other writings, including communications to the
Commission, and in general to do all things and to take all actions, which
any one or more of the Attorneys in his, her or their sole discretion may
consider necessary or proper in connection with or to carry out the
objective of complying with the Securities Act and the Exchange Act,

as fully as could the undersigned if personally present and acting.

Each of the Attorneys is hereby empowered to determine in his or her
sole discretion the time or times when, purpose for and manner in which any
power herein conferred upon him or her shall be exercised, and the conditions,
provisions, or other contents of any report, instrument or other document which
may be executed by him or her pursuant hereto.

The undersigned hereby ratifies all that any one or more of the
Attorneys or his, her or their substitute or substitutes shall do under the
authority of this Power of Attorney.

Each Attorney shall have full power to make and substitute any other
attorney-in-fact in his or her place and stead. The term "Attorney" shall
include the respective substitutes of any Attorney.

This Power of Attorney shall remain in effect until 12:01 a.m.
California time on November 11, 1997. The expiration of this Power of Attorney
shall not affect any action taken by the Attorneys prior to such expiration.

This Power of Attorney shall be governed by the laws of California.

IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on this 20th day of November, 1996

/s/ Michael J. Fourticq
-----------------------
Michael J. Fourticq

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EXHIBIT 5
---------

POWER OF ATTORNEY

The undersigned, Greg Fourticq, hereby makes, constitutes and appoints
Michael J. Fourticq, Brian P. McDermott and Robert D. Olsen the
attorneys-in-fact (individually, "Attorney"; and collectively, "Attorneys") of
the undersigned, with full power and authority, including without limitation the
power of substitution and resubstitution, acting together or separately, in the
name of and for and on behalf of the undersigned:

as fully as could the undersigned if personally present and acting.

The undersigned hereby ratifies all that any one or more of the
Attorneys or his, her or their substitute or substitutes shall do under the
authority of this Power of Attorney.

Each Attorney shall have full power to make and substitute any other
attorney-in-fact in his or her place and stead. The term "Attorney" shall
include the respective substitutes of any Attorney.

This Power of Attorney shall be governed by the laws of California.

IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on this 20th day of November, 1996

/s/ Greg Fourticq
-----------------
Greg Fourticq

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EXHIBIT 6
---------

POWER OF ATTORNEY

The undersigned, Liberty West Partners, hereby makes, constitutes and
appoints Brian P. McDermott and Robert D. Olsen the attorneys-in-fact
(individually, "Attorney"; and collectively, "Attorneys") of the undersigned,
with full power and authority, including without limitation the power of
substitution and resubstitution, acting together or separately, in the name of
and for and on behalf of the undersigned:

(b) To make, execute, acknowledge, and deliver such other documents,
letters, and other writings, including communications to the Commission,
and in general to do all things and to take all actions, which any one or
more of the Attorneys in his, her or their sole discretion may consider
necessary or proper in connection with or to carry out the objective of
complying with the Securities Act and the Exchange Act,

as fully as could the undersigned if personally present and acting.

Each of the Attorneys is hereby empowered to determine in his or her sole
discretion the time or times when, purpose for and manner in which any power
herein conferred upon him or her shall be exercised, and the conditions,
provisions, or other contents of any report, instrument or other document which
may be executed by him or her pursuant hereto.

The undersigned hereby ratifies all that any one or more of the Attorneys
or his, her or their substitute or substitutes shall do under the authority of
this Power of Attorney.

Each Attorney shall have full power to make and substitute any other
attorney-in-fact in his or her place and stead. The term "Attorney" shall
include the respective substitutes of any Attorney.

This Power of Attorney shall remain in effect until 12:01 a.m. California
time on November 11, 1997. The expiration of this Power of Attorney shall not
affect any action taken by the Attorneys prior to such expiration.

This Power of Attorney shall be governed by the laws of California.

IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on this 20th day of November, 1996

LIBERTY WEST PARTNERS

/s/ MICHAEL J. FOURTICQ
By:____________________________
Name: Michael J. Fourticq
Title: General Partner

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EXHIBIT 7
---------

POWER OF ATTORNEY

The undersigned, Richard H. Hillman, hereby makes, constitutes and
appoints Michael J. Fourticq, Brian P. McDermott and Robert D. Olsen the
attorneys-in-fact (individually, "Attorney"; and collectively, "Attorneys") of
the undersigned, with full power and authority, including without limitation
the power of substitution and resubstitution, acting together or separately, in
the name of and for and on behalf of the undersigned:

(a) For the purpose of complying with the requirements of the
Securities Act of 1933, as amended, and the rules of the Securities
and Exchange Commission (the "Commission") promulgated thereunder
(collectively, the "Securities Act"), and the Securities Exchange Act
of 1934, as amended, and the rules of the Commission promulgated
thereunder (collectively, the "Exchange Act"), to prepare or cause to
be prepared, execute, sign and file with the Commission and all
applicable securities exchanges and interdealer quotation systems on
behalf of the undersigned all statements, reports and other filings
(including without limitation amendments thereto) required to be filed
by the undersigned under the Securities Act or the Exchange Act,
including without limitation all Schedules 13G, Schedules 13D and
Initial Statements of Beneficial Ownership of Securities on Commission
Forms 3, 4 and 5 with respect to the equity securities of Leslie's
Poolmart; and

(b) To make, execute, acknowledge, and deliver such other
documents, letters, and other writings, including communications to
the Commission, and in general to do all things and to take all
actions, which any one or more of the Attorneys in his, her or their
sole discretion may consider necessary or proper in connection with or
to carry out the objective of complying with the Securities Act and
the Exchange Act.

as fully as could the undersigned if personally present and acting.

Each of the Attorneys is hereby empowered to determine in his or
her sole discretion the time or times when, purpose for and manner in which any
power herein conferred upon him or her shall be exercised, and the conditions,
provisions, or other contents of any report, instrument or other document which
may be executed by him or her pursuant hereto.

The undersigned hereby ratifies all that any one or more of the
Attorneys of his, her or their substitute or substitutes shall do under the
authority of this Power of Attorney.

Each Attorney shall have full power to make and substitute any
other attorney-in-fact in his or her place and stead. The term "Attorney" shall
include the respective substitutes of any Attorney.

This Power of Attorney shall be governed by the laws of
California.

IN WITNESS WHEREOF, the undersigned has duly executed this Power
of Attorney on this 20th day of November, 1996

/s/ Richard H. Hillman
----------------------------
Richard H. Hillman

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EXHIBIT 8
---------

POWER OF ATTORNEY

The undersigned, Robert D. Olsen, hereby makes, constitutes and appoints
Michael J. Fourticq and Brian P. McDermott the attorneys-in-fact (individually,
"Attorney"; and collectively, "Attorneys") of the undersigned, with full power
and authority, including without limitation the power of substitution and
resubstitution, acting together or separately, in the name of and for and on
behalf of the undersigned:

(b) To make, execute, acknowledge, and deliver such other documents,
letters, and other writings, including communications to the Commission,
and in general to do all things and to take all actions, which any one or
more of the Attorneys in his, her or their sole discretion may consider
necessary or proper in connection with or to carry out the objective of
complying with the Securities Act and the Exchange Act,

as fully as could the undersigned if personally present and acting.

Each of the Attorneys is hereby empowered to determine in his or her sole
discretion the time or times when, purpose for and manner in which any power
herein conferred upon him or her shall be exercised, and the conditions,
provisions, or other contents of any report, instrument or other document which
may be executed by him or her pursuant hereto.

The undersigned hereby ratifies all that any one or more of the Attorneys
or his, her or their substitute or substitutes shall do under the authority of
this Power of Attorney.

Each Attorney shall have full power to make and substitute any other
attorney-in-fact in his or her place and stead. The term "Attorney" shall
include the respective substitutes of any Attorney.

This Power of Attorney shall remain in effect until 12:01 a.m. California
time on May 11, 1997. The expiration of this Power of Attorney shall not affect
any action taken by the Attorneys prior to such expiration.

This Power of Attorney shall be governed by the laws of California.

IN WITNESS WHEREOF, the undersigned has duly executed this Power of
Attorney on this 18th day of November, 1996

/s/ ROBERT D. OLSEN
-------------------------
Robert D. Olsen

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