UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
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 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Those persons named in pages 3 through 6 in the aggregate. As permitted
by Schedule 13D, the social security numbers and IRS identification numbers of
the Reporting Persons are not included.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
The Reporting Persons disclaim any existence of, or the necessity for
filing as, a group; however, the information herein is supplied in order
to comply with the SEC staff's interpretation of its rules and
regulations.
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions) OO, WC, and PF - See Item 3 below.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 266,392
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER 266,392
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 266,392
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) 5.6%
14 TYPE OF REPORTING PERSON(See Instructions) CO, IN, and IA
<PAGE>
CUSIP NO. 294 766 10 0 13D Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EQUUS CORPORATION INTERNATIONAL
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS(See Instructions) OO
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 215,903
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 27,953
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 215,903
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER 27,953
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 243,506
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) 5.1%
14 TYPE OF REPORTING PERSON(See Instructions) CO
<PAGE>
CUSIP NO. 294 766 10 0 13D Page 4 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAM P. DOUGLASS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS(See Instructions) OO, PF
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 State
NUMBER OF 7 SOLE VOTING POWER 8,658
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 257,734
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 8,658
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER 257,734
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 266,392
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) 5.6%
14 TYPE OF REPORTING PERSON(See Instructions) IN
<PAGE>
CUSIP NO. 294 766 10 0 13D Page 5 of 8 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 Corporation International ("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 77019. ECI owns 80% of
the outstanding capital stock of ECMC. ECI is a privately held company that owns
80% of the outstanding capital stock of Equus Capital Management Corporation, a
Delaware corporation ("ECMC"). ECMC is a registered investment adviser and acts
as investment adviser for EQS and other investment partnerships. The address of
ECMC's business and principal office is 2929 Allen Parkway, Suite 2500, Houston,
Texas 77019.
2. 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 ECI.
The other directors and executive officers of ECI are:
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.
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
ECI. Mr. Douglass is a partner in the law firm of Wallace, Mosty, Machann,
Jackson & Williams, Kerrville, Texas.
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, ECMC distributed 137,333 shares of the Common Stock,
$.001 par value, of EQS to ECI as a dividend distribution and 84,570 shares of
EQS Common Stock in satisfaction of tax sharing obligations valued at a price of
$16.25 per share.
<PAGE>
CUSIP NO. 294 766 10 0 13D Page 6 of 8 Pages
All prior acquisitions of shares by the persons listed in Item 2 were
made with the working capital or personal funds of such persons.
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. Each Reporting Person and person listed in Item 2 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. The Reporting Persons do not have any present plans to change the
investment objectives or policies of EQS.
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)
Paula T ................... 13,878 0.3% 13,878 0 13,878 0
Douglass ..................
S. Preston
Douglass, Jr............... 356 -- 356 0 356 0
</TABLE>
(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.
(Footnotes continued on following page)
<PAGE>
CUSIP NO. 294 766 10 0 13D Page 7 of 8 Pages
(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,
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 $16.375 per share.
(d) With respect to each person listed in Item 2, no person other than the
Reporting 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).
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 and
ECI as described in Item 2 above, there are no contracts, arrangements,
understandings, or relationships (legal or otherwise) among the Reporting
Persons or between any person listed in Item 2 and any other person with respect
to any securities of EQS.
The Reporting Persons each expressly disclaim that they are acting as a
group within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended.
In accordance with Rule 240.13d-4 promulgated under the Securities
Exchange Act of 1934, as amended, each Reporting Person expressly declares that
the filing of this statement shall not be construed as an admission that he or
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.
Exhibit A - Joint Filing Agreement of the Reporting Persons.
<PAGE>
CUSIP NO. 294 766 10 0 13D Page 8 of 8 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 Corporation International
By/s/SAM P. DOUGLASS
Name:Sam P. Douglass
Title:Chairman of the Board and Chief Executive Officer
/s/SAM P. DOUGLASS
Sam P. Douglass
- -----------
Each Reporting Person certifies only the information in Item 5(a) and (b)
regarding, himself or itself, as the case may be.
<PAGE>
Exhibit A
We, the undersigned Reporting Persons, hereby express our agreement that
the attached Schedule 13D is filed on behalf of each of us.
Date: May 27, 1997
Equus Corporation International
By/s/SAM P. DOUGLASS
Name:Sam P. Douglass
Title:Chairman of the Board and Chief Executive Officer
/s/SAM P. DOUGLASS
Sam P. Douglass
- -------------------------------------
