UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
EQUUS II INCORPORATED
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
294 766 10 0
(CUSIP Number)
John T. Unger, 1000 Louisiana, Suite 3650, Houston, Texas 77002, 713-652-3311
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 15, 1997
(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>
CUSIP NO. 294 766 10 0 13D Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EQUUS CAPITAL MANAGEMENT CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions) OO, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER 27,953
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 27,953
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,953
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES(See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6%
14 TYPE OF REPORTING PERSON(See Instructions) CO, IA
<PAGE>
CUSIP NO. 294 766 10 0 13D Page 3 of 7 Pages
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.001 par value, of Equus II
Incorporated, a Delaware corporation ("EQS"). The principal executive offices of
the issuer are located at 2929 Allen Parkway, Suite 2500, Houston, Texas 77019.
Item 2. Identity and Background.
The persons filing this statement are:
1. Equus Capital Management Corporation ("ECMC") is a corporation organized
under the laws of the State of Delaware and is a registered investment adviser.
The address of ECMC's business and principal office is 2929 Allen Parkway, Suite
2500, Houston, Texas 77019. ECMC's principal business is to act as investment
adviser for EQS and other investment partnerships.
The directors and executive officers of ECMC are:
Sam P. Douglass. Mr. Douglass' business address is 2929 Allen Parkway,
Suite 2500, Houston, Texas 77019. Mr. Douglass is a director and Chairman of the
Board and Chief Executive Officer of EQS, ECMC, and Equus Corporation
International, a Delaware corporation ("ECI").
Nolan Lehmann. Mr. Lehmann's business address is 2929 Allen Parkway,
Suite 2500, Houston, Texas 77019. Mr. Lehmann is a director and President of EQS
and ECMC. Gary L. Forbes. Mr. Forbes's business address is 2929 Allen Parkway,
Suite 2500, Houston, Texas 77019. Mr. Forbes is Vice President of EQS and ECMC.
Randall B. Hale. Mr. Hale's business address is 2929 Allen Parkway,
Suite 2500, Houston, Texas 77019. Mr. Hale is Vice President of EQS and ECMC and
is also Secretary and a director of ECMC.
Patrick M. Cahill. Mr. Cahill's business address is 2929 Allen Parkway,
Suite 2500, Houston, Texas 77019. Mr. Cahill is Vice President and Treasurer of
EQS and Controller of ECMC.
Tracy H. Cohen. Ms. Cohen's business address is 2929 Allen Parkway,
Suite 2500, Houston, Texas 77019. Ms. Cohen is Vice President and Secretary of
EQS and Investor Relations Manager of ECMC.
Paula T. Douglass. Ms. Douglass's business address is 2929 Allen
Parkway, Suite 2500, Houston, Texas 77019. Ms. Douglass is a director, Vice
President and Secretary of ECI and a director of ECMC.
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CUSIP NO. 294 766 10 0 13D Page 4 of 7 Pages
S. Preston Douglass, Jr. Mr. Douglass's business address is 820 Main
Street, Suite 100, Kerrville, Texas 78028-5300. Mr. Douglass is a director of
ECMC and ECI. Mr. Douglass is a partner in the law firm of Wallace, Mosty,
Machann, Jackson & Williams, Kerrville, Texas.
ECI owns 80% of the outstanding capital stock of ECMC. ECI is a
corporation organized under the laws of the State of Delaware. The address of
ECI's business and principal office is 2929 Allen Parkway, Suite 2500, Houston,
Texas 77002.
None of the foregoing persons, during the last five years, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors)or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction 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.
Item 3. Source and Amount of Funds or Other Consideration.
On May 15, 1997, EQS issued an aggregate of 459,973 shares of its Common
Stock, $.001 par value, to ECMC in payment of an accrued deferred management
incentive fee at March 31, 1997, in the amount of $11,210,529. Subsequent to
their original issuance, ECMC distributed such shares as follows: 215,903 shares
to ECI, 92,927 shares to Mr. Lehmann, 16,417 shares to Lehmann Investments,
L.P., 16,416 shares to the 1983 Lehmann Children's Trust, 34,600 shares to Mr.
Forbes, 34,600 shares to Mr. Hale, 8,461 shares to Mr. Cahill, 4,500 shares to
Ms. Cohen, and 36,149 shares to ECC. ECC distributed 8,201 shares to First Texas
Venture Capital. The distributions by ECMC were made in satisfaction of certain
deferred compensation arrangements between ECMC and Messrs. Lehmann, Forbes,
Hale, and Cahill and Ms. Cohen and as dividend distributions to its
stockholders, ECI, Lehmann Investments, L.P., and the 1983 Lehmann Children's
Trust.
Some or all of the persons listed in Item 2 may acquire or sell
additional shares of EQS Common Stock.
Item 4. Purpose of Transaction.
See Item 3. ECMC acquired shares of EQS Common Stock in the ordinary
course of business for investment purposes and not with the purpose of changing
or influencing the control of EQS, nor in connection with or as a participant in
any transaction having such purpose. Some or all of the persons listed in Item 2
may acquire additional shares or sell shares of EQS Common Stock for their
personal or business investment objectives.
ECMC is the investment adviser to EQS. As such it is responsible for
managing the investments and business of EQS and providing, or arranging for
suitable third parties to provide, any and all management and administrative
services reasonably necessary for the operation of EQS and the conduct of its
business. ECMC does not have any present plans to change the investment
objectives or policies of EQS.
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CUSIP NO. 294 766 10 0 13D Page 5 of 7 Pages
No person listed in Item 2 has any present plans or proposals that
relate to or will result in any transactions or events described in Items 4(a)
to (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
<TABLE>
<CAPTION>
Name Shares Beneficially Power to Vote Power to Dispose or
Owned Direct Disposition
Aggregate Percent Sole Shared Sole Shared
Number of Class
<S> <C> <C> <C> <C> <C> <C>
Equus Capital ............. 27,953(1) 0.6% 5 27,948(1) 5 27,948(1)
Management
Corporation
Equus ..................... 243,856(1) 5.1% 215,903 27,953(1) 215,903 27,953(1)
Corporation ............... (2) (2) (2)
International
Sam P ..................... 266,392(3) 5.6% 8,658(3) 257,734(4) 8,658(3) 257,734(4)
Douglass .................. (4)
Nolan Lehmann ............. 159,165(5) 3.3% 128,574(5) 31,272(6) 128,574(5) 31,272(6)
(6)
Gary L .................... 42,278 0.9% 42,278 0 42,278 0
Forbes
Randall B ................. 37,161 0.8% 37,161 0 37,161 0
Hale
Patrick M ................. 9,505 0.2% 9,505 0 9,505 0
Cahill
Tracy H ................... 5,544 0.1% 5,544 0 5,544 0
Cohen
Paula T ................... 13,878 0.3% 13,878 0 13,878 0
Douglass
S. Preston
Douglass, Jr............... 356 * 356 0 356 0
</TABLE>
* Less than 0.1%
(1) Includes 27,948 shares owned by Equus Capital Corporation ("ECC"), a
Delaware corporation and wholly owned subsidiary of ECMC. ECI owns 80%
of the outstanding capital stock of ECMC.
(2) Includes 5 shares owned by ECMC.
(3) Includes 215,903 shares owned by ECI of which Mr. Douglass is Chairman
of the Board and Chief Executive Officer and 338 shares owned by
Douglass Trust IV for the benefit of Brooke Douglass and 338 shares
owned by Douglass Trust IV for the benefit of S. Preston Douglass of
which trust Mr. Douglass is the trustee.
(4) Includes 27,948 shares owned by ECC of which Mr. Douglass is the
Chairman of the Board and Chief Executive Officer, 5 shares owned by
ECMC of which Mr. Douglass is the Chairman of the Board and Chief
Executive Officer, and 13,878 shares owned by Paula Douglass, Mr.
Douglass' spouse. Mr. Douglass expressly declares that the filing of
this statement shall not be construed as an admission that he is, for
purposes of section 13(d) or 13(g) of the Securities Exchange Act of
1934, as amended, the beneficial owner of any securities owned by ECI,
ECMC, ECC, or his spouse.
(Footnotes continued on following page)
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CUSIP NO. 294 766 10 0 13D Page 6 of 7 Pages
(5) Includes 26,688 shares owned by Lehmann Investments, L.P., of which Mr.
Lehmann is the sole general partner.
(6) Includes 27,948 shares owned by ECC, of which Mr. Lehmann is the
President, 5 shares owned by ECMC, of which Mr. Lehmann is the
President, and 3,319 shares owned by Mr. Lehmann's spouse. Mr. Lehmann
expressly declares that the filing of this statement shall not be
construed as an admission that he is, for purposes of section 13(d) or
13(g) of the Securities Exchange Act of 1934, as amended, the beneficial
owner of any securities owned by ECC, ECMC, or his spouse.
(c) Except as set forth in Item 3 and as described below, none of the persons
listed in Item 2 have effected any transactions since March 15, 1997. On April
21, 1997, Paula T. Douglass purchased 30 shares of EQS Common Stock at a
purchase price of $16.25 per share.
(d) With respect to each person listed in Item 2, no person other than each
such person is known to have the right to receive or the power to direct receipt
of dividends from, or the proceeds from the sale of, the securities owned by
such person (except to the extent of the marital property interest therein of
the spouse of any such person).
(e) ECMC ceased to be a beneficial owner of more then five percent of EQS
Common Stock on May 15, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Except for their relationship as directors and/or officers of EQS, ECMC,
and ECI as described in Item 2 above, there are no contracts, arrangements,
understandings, or relationships (legal or otherwise) between ECMC and EQS or
between any person listed in Item 2 and any other person with respect to any
securities of EQS.
In accordance with Rule 240.13d-4 promulgated under the Securities
Exchange Act of 1934, as amended, ECMC expressly declares that the filing of
this statement shall not be construed as an admission that it is, for purposes
of Section 13(d) or Section 13(g) of such Act, the beneficial owner of any
securities of the Issuer other than as expressly described in Item 5 (including
the notes thereto).
Item 7. Material to be Filed as Exhibits.
None
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CUSIP NO. 294 766 10 0 13D Page 7 of 7 Pages
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.
Date: May 27, 1997
Signatures:
Equus Capital Management Corporation
By/s/NOLAN LEHMANN
Name:Nolan Lehmann
Title:President
