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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13d - 101)
Information to be included in statements filed pursuant to
13d-1(a) and amendments thereto filed pursuant to 13d-2(a)
(Amendment No. )*
LOT$OFF CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
545674103
(CUSIP Number)
Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C.,
551 Fifth Avenue, 18th Floor, New York, New York 10176, Tel:
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 24, 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).
(Continued on the Following Pages)
(Page 1 of 5 Pages)<PAGE>
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Perennial Capital Partners, L.P., a Delaware
Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
84,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
84,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
84,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8
14 TYPE OF REPORTING PERSON*
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>
ITEM 1. Security and Issuer
This statement relates to the Common Stock (the "Common
Stock") of Lot$off Corporation (the "Issuer"). The Issuer's
principal executive office is located at 8750 Tesoro Drive, San
Antonio, Texas 78217-0555.
ITEM 2. Identity and Background
(a)-(c) The name of the person filing this statement
on Schedule 13D is: Perennial Capital Partners, L.P., a
Delaware limited partnership ("Perennial"). Slifka Asset
Management Services, L.L.C. ("Asset Management"), a Delaware
limited liability company is the sole general partner of
Perennial. Randy Slifka is the sole member and managing member
of Asset Management.
PERENNIAL
The business address of Perennial is 237 Park Avenue,
Suite 900, New York, New York 10017.
The principal business of Perennial is to purchase, sell,
trade and invest in securities.
SLIFKA
Slifka's business address is 237 Park Avenue, Suite
900, New York, New York 10017.
Slifka's principal occupation or employment is that
of serving as managing member of Asset Management.
ASSET MANAGEMENT
The business address of Asset Management is 237 Park
Avenue, Suite 900, New York, New York 10017.
The principal business of Asset Management is
serving as the general partner of Perennial.
The name, business address, and present principal
occupation or employment of the sole member of Asset
Management is as follows:
NAME<PAGE>
ADDRESS OCCUPATION Randy Slifka 237 Park Avenue,
Suite 900
New York, New York
10017
<PAGE>
Managing member of
Asset Management
(d) and (e) During the last five years, none of the
persons or entities above has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors); or (ii) 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) All of the natural persons listed above are citizens
of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by Perennial in making
purchases of the Common Stock beneficially owned by it are set
forth below.
SOURCE OF FUNDS AMOUNT OF FUNDS
Margin accounts maintained at $345,168.50
Bear Stearns
ITEM 4. Purpose of Transaction
Perennial acquired the Common Stock beneficially owned by
it in the ordinary course of its trade or business of
purchasing, selling, trading and investing in securities.
Depending upon market conditions and other factors that it
may deem material, Perennial may purchase additional Common
Shares or related securities or may dispose of all or a portion
of the Common Shares or related securities that it now
beneficially owns or may hereafter acquire.
Except as set forth herein, Perennial has no plans or
proposals which relate to or would result in any of the actions
set forth in subparagraphs (a) through (j) of Item 4.
ITEM 5. Interest in Securities of the Issuer
(a) Perennial beneficially owns 84,000 shares of Common
Stock constituting 9.8% of the outstanding shares of Common
Stock.
(b) Perennial has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the Common
Stock beneficially owned by it.
(c) The following transactions were effected by Perennial
during the past sixty (60) days:
Approximate
Amount of Shares Price per Share
Date Security Bought (Sold) Share (exclusive
of commissions)
11/21/97 Common Stock 10,000 5.0200
11/24/97 Common Stock 1,000 3.6850
11/24/97 Common Stock 3,000 3.7375
11/24/97 Common Stock 4,000 3.8100
11/24/97 Common Stock 35,000 4.2071
11/25/97 Common Stock 1,000 3.9250
11/25/97 Common Stock 5,000 3.8000
11/25/97 Common Stock 14,000 3.8625
11/26/97 Common Stock 1,000 3.8325
11/26/97 Common Stock 10,000 3.6750
The above transactions were effected by Perennial on
NASDAQ in New York.
(d) No person other than Perennial has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Common Stock
beneficially owned by Perennial.
(e) Not applicable.
<PAGE>
ITEM 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer
Not Applicable
ITEM 7. Material to be Filed as Exhibits
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned each certifies that the information
with respect to it set forth in this statement is true,
complete, and correct.
Dated: PERENNIAL CAPITAL PARTNERS, L.P.
December 3, 1997
By: SLIFKA ASSET MANAGEMENT SERVICES,
L.L.C., as General Partner
By: /s/ Randy Slifka
Randy Slifka
Managing Member
