UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
LS CAPITAL CORPORATION
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
501936108
(CUSIP Number)
Randall W. Heinrich
1000 Louisiana, Suite 6905
Houston, Texas 77002
713-951-9100
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 23, 1997
(Date of Event which Requires Filing of this Statement)
If this 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 [ ].
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*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).
SCHEDULE 13D
CUSIP No. 501936108
________________________________________________________________
1) Names of Reporting Person
Paul J. Montle
S.S. or I.R.S. Identification No. of Above Person
###-##-####
________________________________________________________________
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
________________________________________________________________
3) SEC Use Only
________________________________________________________________
4) Source of Funds:
N/A
________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
N/A
________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
________________________________________________________________
(7) Sole Voting Power
Number of 2,052,316
Shares Bene- __________________________________________________
ficially (8) Shared Voting Power
owned by -0-
Each Report- ___________________________________________________
ing Person (9) Sole Dispositive Power
With 2,052,316
________________________________________________________________
(10) Shared Dispositive Power
-0-
________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each
Reporting Person:
2,052,316
________________________________________________________________
12) Check if the Aggregate Amount in Row (11) excludes
certain shares:
[X]
________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
22.7%
________________________________________________________________
14) Type of Reporting Person
IN
ITEM 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock") issued by
LS Capital Corporation, a Delaware corporation (the "Company"), which
has its principal executive offices at 15915 Katy Freeway, Suite 250,
Houston, Texas 77094.
ITEM 2. Identity and Background
This Statement is being filed by Paul J. Montle (the "Reporting
Person"), whose principal business address is 15915 Katy Freeway, Suite
250, Houston, Texas 77094. The Reporting Person is principally engaged
as the President and Chief Executive Officer of the Company. The
Reporting Person is a United States citizen. During the last five years, the
Reporting Person has not been convicted in a criminal proceeding. During
the last five years, the Reporting Person has not has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, is or was 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
N/A
ITEM 4. Purpose of Transaction
In June 1997, the Reporting Person transferred a total of 651, 145
shares of Common Stock in three separate transactions. The first of these
transactions was a sale of 300,000 shares of Common Stock to a foreign
national pursuant to the exemption provided for under Regulation S under
the Securities Act of 1933, as amended (the "1933 Act"), for an average
per-share sales price of $1.00. The second of these transactions was a sale
of 1,145 shares of Common Stock on the open market pursuant to the
exemption provided for by Rule 144 under the 1933 Act, for an average
per-share sales price of $.51. The Reporting Person undertook both of
these sales transactions for the purpose of raising proceeds to satisfy
certain non-recurring personal expenses.
The third transaction in which shares of Common Stock were
transferred involved an exchange by the Reporting Person of 350,000
shares of Common Stock for 100% of the outstanding equity interests in
an entity that owns a tract of real estate. The other party to this exchange
transaction was a foreign national, and the exchange was made pursuant
to the exemption provided for under Regulation S. The Reporting Person
undertook this exchange transaction for the purpose of diversifying his
investment portfolio.
The Reporting Person intends to hold his remaining shares of
Common Stock for investment, and does not have any present plans or
proposals which relate to or would result in: (i) any acquisition by any
person of additional securities of the Company, or any disposition of
securities of the Company; (ii) any extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Company or
any of its subsidiaries; (iii) any sale or transfer of a material amount of
assets of the Company or any of its subsidiaries; (iv) any change in the
present board of directors or management of the Company, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (v) any material change in the present
capitalization or dividend policy of the Company; (vi) any other material
change in the Company's business or corporate structure; (vii) any changes
in the Company's charter, by-laws, or other instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Company by any person; (viii) any termination of registration pursuant
to section 12(g)(4) of the Act of a class of equity securities of the
Company; or (ix) any action similar to any of those enumerated above.
Notwithstanding the foregoing, the Reporting Person may
determine to change his investment intent with respect to the Company at
any time in the future. In reaching any conclusion as to his future course
of action, the Reporting Person will take into consideration various factors,
such as the Company's business and prospects, other developments
concerning the Company, other business opportunities available to the
Reporting Person, developments with respect to the business of the
Reporting Person, and general economic and stock market conditions,
including, but not limited to, the market price of the Common Stock. The
Reporting Person may, depending on other relevant factors, acquire
additional shares of Common Stock in open market or privately negotiated
transactions, dispose of all or a portion of his holdings of shares of
Common Stock or change his intention with respect to any or all of the
matters referred to in this Item.
ITEM 5. Interest in Securities of the Issuer
The Reporting Person directly owns 1,902,136 shares of Common
Stock for which he is the beneficial owner. The Reporting Person is also
the beneficial owner of 48,580 shares of Common Stock held by Travis
Partnership, G.P., a general partnership in which the Reporting Person has
a 51.67% interest and a trust for the benefit of the Reporting Person's
children has a 15% interest. Moreover, the Reporting Person is the
beneficial owner of stock options currently exercisable to acquire 101,600
shares of Common Stock. (The Reporting Person holds stock options to
acquire 400,000 shares of Common Stock that are not currently
exercisable.) Based on the foregoing, the Reporting Person acknowledges
that he is the beneficial owner of 2,052,316 shares of Common Stock for
which he has sole voting and investment power.
In addition to the above, trusts for the benefit of the Reporting
Person's children separately own an aggregate of 400,000 shares of
Common Stock, and ALDA F.L.P., a limited partnership having the
Reporting Person's children as limited partners, owns warrants to acquire
30,000 shares of Common Stock. Pursuant to Rule 13d-3 promulgated
under the Act, the Reporting Person may be deemed the beneficial owner
of the shares of Common Stock owned by the aforementioned trusts and
limited partnership. However, the filing of this statement shall not be
construed as an admission, for purposes of Section 13(d) and Regulation
13D-G of the Act nor for any other purpose or under any other provision
of the Act or rules promulgated thereunder, that the Reporting Person is
the beneficial owner of such shares.
Except for the transactions described in Item 3 above, the
Reporting Person has not effected any transaction in or with respect to the
Common Stock during the past 60 days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
N/A
ITEM 7. Material to be Filed as Exhibits
No Exhibits are being filed with this statement.
SIGNATURE
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.
Dated: July 1, 1997
/S/PAUL J. MONTLE
Name/Title_______________________________________
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSION
OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001).
