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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. 1 )*
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)
December 30, 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 3 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)
3.78%
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>
This statement is filed pursuant to Rule 13d-2(a) with
respect to the securities beneficially owned by the reporting
person specified herein as of January 6, 1998 and amends and
supplements the Schedule 13D dated November 24, 1997 (the
"Schedule 13D"). Except as set forth herein, the Schedule 13D
is hereby restated in its entirety.
ITEM 5. Interest in Securities of the Issuer
(a) Perennial beneficially owns 84,000 shares of Common
Stock, constituting 3.78% 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) No transactions were effected by Perennial during the
past sixty (60) days.
(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.
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information with
respect to it set forth in this statement is true, complete, and
correct.
Dated: PERENNIAL CAPITAL PARTNERS, L.P.
January 6, 1998
By: SLIFKA ASSET MANAGEMENT
SERVICES, L.L.C., as
General Partner
By: /s/ Randy Slifka
Randy Slifka
Managing Member
