UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
May 24, 1999
(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
###-##-####
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2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
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3) SEC Use Only
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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
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(7) Sole Voting Power
Number of 5,111,434
Shares Bene- __________________________________________________
ficially (8) Shared Voting Power
owned by -0-
Each Report- ___________________________________________________
ing Person (9) Sole Dispositive Power
With 5,111,434
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(10) Shared Dispositive Power
-0-
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11) Aggregate Amount Beneficially Owned by Each
Reporting Person:
5,111,434
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12) Check if the Aggregate Amount in Row (11) excludes certain shares:
[X]
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13) Percent of Class Represented by Amount in Box (11):
25.5%
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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 Rivercourt, 17 - 19 Sir John Rogersons Quay, Dublin 2,
Ireland.
ITEM 2. Identity and Background
This Statement is being filed by Paul J. Montle (the "Reporting
Person"), whose principal business address is Rivercourt, 17 - 19 Sir John
Rogersons Quay, Dublin 2, Ireland. 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 3,000,000 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
In April and May 1999, the Reporting Person sold a total of 399,653
shares of Common Stock on the open market pursuant to the exemption provided for
by Rule 144 under the 1933 Act, for an aggregate net sales price of
approximately $12,228. The Reporting Person undertook these sales transactions
for the purpose of raising proceeds to satisfy certain personal expenses.
In addition, on July 1, 1999, 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 3,000,000 shares of Common Stock. The
per-share exercise price for the optioned shares is $.033. The option is fully
vested, and all 3,000,000 optioned shares may be acquired at any time until the
option's expiration on July 1, 2009. 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 any disposition of securities of the Company. Notwithstanding
the preceding sentence, the Reporting Person recognizes the possibility of
future circumstances that might induce him to sell more of his remaining shares
of Common Stock to satisfy future personal expenses.
In addition, 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.
<PAGE>
ITEM 5. Interest in Securities of the Issuer
The Reporting Person directly owns 1,502,483 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 3,591,600 shares of Common Stock. (The
Reporting Person holds stock options to acquire 200,000 shares of Common Stock
that are not currently exercisable.) Based on the foregoing, the Reporting
Person acknowledges that he is the beneficial owner of 5,111,434 shares of
Common Stock for which he has sole voting and investment power.
In addition to the above, a trust for the benefit of a child of the
Reporting Person owns 200,000 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. 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 sales of common stock and grant of 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
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 6, 1999
/S/PAUL J. MONTLE
Name/Title_______________________________________
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS
OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001).
