UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
February 3, 1998
(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).
<PAGE>
SCHEDULE 13D
CUSIP No. 501936108
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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:
OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
N/A
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6) Citizenship or place of Organization:
UNITED STATES
- --------------------------------------------------------------------------------
(7) Sole Voting Power
Number of 3,064,832
Shares Bene- -------------------------------------------------------------------
ficially (8) Shared Voting Power
owned by -0-
Each
Reporting -------------------------------------------------------------------
Person (9) Sole Dispositive Power
With 3,064,832
--------------------------------------------------------------------
(10) Shared Dispositive Power
-0-
--------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each
Reporting Person:
3,064,832
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) excludes certain shares:
[X]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Box (11):
24.1%
- --------------------------------------------------------------------------------
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
The Reporting Person acquired an option to purchase 290,000 shares of
Common Stock pursuant to the authorization of a committee appointed by the Board
of Directors of the Company. The Reporting Person anticipates that if he
exercises all or any portion of such option, he will use personal funds to
acquire the optioned Common Stock, although circumstances may be such at the
time of his exercise that the Reporting Person may elect to borrow or otherwise
procure amounts necessary to exercise such option.
ITEM 4. Purpose of Transaction
On February 3, 1998, pursuant to the authorization of a committee
appointed by the Board of Directors of the Company, the Reporting Person was
granted an option to purchase 290,000 shares of Common Stock. The per-share
exercise price for the optioned shares is $.341. The option is fully vested, and
all 290,000 optioned shares may be acquired at any time until the option's
expiration on February 2, 2008. The option was authorized as an incentive option
for the purpose of giving to the Reporting Person the incentive to work hard as
an officer and a director of the Company to promote the success of the Company's
business.
The Reporting Person intends to hold his 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 2,553,281 shares of Common Stock
for which he is the beneficial owner. The Reporting Person is also the
beneficial owner of 17,351 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 494,200 shares of Common Stock. (The
Reporting Person holds stock options to acquire 300,000 shares of Common Stock
that are not currently exercisable.) Based on the foregoing, the Reporting
Person acknowledges that he is the beneficial owner of 3,064,832 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 stock options described 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: March 9, 1998
/S/PAUL J. MONTLE
Name/Title_______________________________________
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS
OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001).
