LS CAPITAL CORP
SC 13G, 1999-03-04
MISCELLANEOUS AMUSEMENT & RECREATION
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. )*


                             LS CAPITAL CORPORATION
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $.01 par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    501936108
    ------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 1998
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

        [X]    Rule 13d-1(b)

        [ ]    Rule 13d-1(c)

        [ ]    Rule 13d-1(d)

* 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 following page(s))
                                Page 1 of 8 Pages


<PAGE>



- ---------------------
CUSIP No.  501936108
- ---------------------



 ========= =====================================================================
   1       NAME OF REPORTING PERSONS
           I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
           David W. Tice & Associates, Inc. - 75-2476962
========== =====================================================================
  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
           (SEE INSTRUCTIONS)                                            (a) [ ]
                                                                         (b) [ ]
           Not Applicable
========== =====================================================================
  3        SEC USE ONLY
========== =====================================================================
  4        CITIZENSHIP OR PLACE OF ORGANIZATION
           Texas
=========================== ========= ==========================================
                               5      SOLE VOTING POWER
        NUMBER OF                     
                                      153,000
          SHARES            
                            ========= ==========================================
       BENEFICIALLY            6      SHARED VOTING POWER                       
                                                                                
         OWNED BY                     -0-                                       
                            ========= ==========================================
           EACH                7      SOLE DISPOSITIVE POWER                    
                                                                                
        REPORTING                     1,573,000                                 
                            ========= ==========================================
          PERSON               8      SHARED DISPOSITIVE POWER                  
                                                                                
           WITH                       -0-                                       
=========== ====================================================================
  9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            1,573,000
=========== ====================================================================
10          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES               
            CERTAIN SHARES (SEE INSTRUCTIONS)                                [ ]
            Not Applicable                                                      
=========== ====================================================================
11          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            8.9%1
=========== ====================================================================
12          TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
            IA
================================================================================

- --------
1 Based upon an aggregate of 17,598,000  shares  outstanding as of September 30,
1998.

                               Page 2 of 8 Pages
<PAGE>


- ---------------------
CUSIP No.  501936108
- ---------------------



 ========= =====================================================================
   1       NAME OF REPORTING PERSONS
           I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
           Prudent Bear Funds, Inc. - 39-1837741
========== =====================================================================
  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
           (SEE INSTRUCTIONS)                                            (a) [ ]
                                                                         (b) [ ]
           Not Applicable
========== =====================================================================
  3        SEC USE ONLY
========== =====================================================================
  4        CITIZENSHIP OR PLACE OF ORGANIZATION
           Maryland
=========================== ========= ==========================================
                               5      SOLE VOTING POWER
        NUMBER OF                     1,420,000

          SHARES            ========= ==========================================
                               6      SHARED VOTING POWER                       
       BENEFICIALLY                                                             
                                      -0-                                       
         OWNED BY           ========= ==========================================
                               7      SOLE DISPOSITIVE POWER                    
           EACH                                                                 
                                      -0-                                       
        REPORTING           ========= ==========================================
                               8      SHARED DISPOSITIVE POWER                  
          PERSON                                                                
                                      -0-                                       
           WITH             
=========== ====================================================================
  9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            1,420,000
=========== ====================================================================
10
            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 
            CERTAIN SHARES (SEE INSTRUCTIONS)                                [ ]
            Not Applicable
=========== ====================================================================
11          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            8.1%2
=========== ====================================================================
12          TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
            IV
================================================================================

- --------
2 Based upon an aggregate of 17,598,000  shares  outstanding as of September 30,
1998.


                                Page 3 of 8 Pages
<PAGE>

2 Based upon an aggregate of  17,598,000  shares
            outstanding as of September 30, 1998.


           Item 1(a).       Name of Issuer:

                            LS Capital Corporation

           Item 1(b).       Address of Issuer's Principal Executive Offices:

                            Rivercourt
                            17-19 Sir John Rogersons Quay
                            Dublin 2 Ireland

           Item 2(a).       Name of Person Filing:

                            The persons  filing this  Schedule 13G are (i) David
                            W. Tice & Associates,  Inc.,  an investment  adviser
                            registered  under  Section  203  of  the  Investment
                            Advisers  Act of 1940 and (ii)  Prudent  Bear Funds,
                            Inc., an  investment  company  registered  under the
                            Investment Company Act of 1940.  Attached as Exhibit
                            1 hereto, which is incorporated by reference herein,
                            is an agreement  between David W. Tice & Associates,
                            Inc. and Prudent Bear Funds, Inc. that this Schedule
                            13G is filed on behalf of each of them.

           Item 2(b).       Address of  Principal  Business  Office or, if none,
                            Residence:

                            8140 Walnut Hill Lane, Suite 405
                            Dallas, Texas  75231

                            (for  both  David  W.  Tice &  Associates,  Inc. and
                            Prudent Bear Funds, Inc.)

           Item 2(c).       Citizenship:

                            David  W.  Tice  &   Associates,  Inc.  is  a  Texas
                            corporation. Prudent Bear Funds,  Inc. is a Maryland
                            corporation.

           Item 2(d).       Title of Class of Securities:

                            Common Stock

           Item 2(e).       CUSIP Number:

                            501936108

                                Page 4 of 8 Pages
<PAGE>


       Item 3.    If this  statement  is filed  pursuant to Rules  13d-1(b),  or
                  13d-2(b) or (c), check whether the person filing is a:
                           
                  [ ]       Broker or dealer  registered under section 15 of the
                            Act (15 U.S.C. 78o).

                  [ ]       Bank as defined  in  section  3(a)(6) of the Act (15
                            U.S.C. 78c).

                  [ ]       Insurance  company as defined in section 3(a)(19) of
                            the Act (15 U.S.C. 78c).
                  
                  |X|       Investment company registered under section 8 of the
                            Investment Company Act of 1940 (15 U.S.C. 80a-8).

                  |X|       An  investment   adviser  in  accordance   with  ss.
                            240.13d-1(b)(1)(ii)(E).

                  [ ]       An  employee  benefit  plan  or  endowment  fund  in
                            accordance with ss.240.13d-1(b)(1)(ii) (F).

                  [ ]       A  parent  holding  company  or  control  person  in
                            accordance with ss. 240.13d-1(b)(1) (ii)(G).
                          

                  [ ]       A savings  association as defined in Section 3(b) of
                            the Federal Deposit Insurance Act (12 U.S.C. 1813);


                  [ ]       A church plan that is excluded  from the  definition
                            of an investment  company under section  3(c)(14) of
                            the  Investment  Company  Act  of  1940  (15  U.S.C.
                            80a-3);

                  [ ]       Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
                          

       Item 4.    Ownership

                  David W. Tice & Associates, Inc.
                  (a)      Amount Beneficially Owned: 1,573,000*

                  (b)      Percent of Class: 8.9%

                  (c)      Number of shares as to which such person has:

                           (i)      sole  power to vote or to  direct  the vote:
                                    153,000

                           (ii)     shared  power to vote or to direct the vote:
                                    -0-

                           (iii)    sole  power  to  dispose  or to  direct  the
                                    disposition of: 1,573,000

                           (iv)     shared  power to  dispose  or to direct  the
                                    disposition of: -0-



- ------------
* David W. Tice & Associates, Inc. and Prudent Bear Funds, Inc. share beneficial
ownership over the same 1,420,000 shares.

                                Page 5 of 8 Pages
<PAGE>


                  Prudent Bear Funds, Inc.
                  (a)      Amount Beneficially Owned: 1,420,000*

                  (b)      Percent of Class: 8.1%

                  (c)      Number of shares as to which such person has:

                           (i)      sole  power to vote or to  direct  the vote:
                                    1,420,000

                           (ii)     shared  power to vote or to direct the vote:
                                    -0-

                           (iii)    sole  power  to  dispose  or to  direct  the
                                    disposition of: -0-

                           (iv)     shared  power to  dispose  or to direct  the
                                    disposition of: -0-


       Item 5.    Ownership of Five Percent or Less of a Class.

                  N/A

       Item 6.    Ownership  of More than  Five  Percent  on  Behalf of  Another
                  Person.
                      
                  N/A

       Item 7.    Identification  and  Classification  of the  Subsidiary  Which
                  Acquired the Security  Being Reported on By the Parent Holding
                  Company.

                  N/A

       Item 8.    Identification and Classification of Members of the Group.

                  N/A

       Item 9.    Notice of Dissolution of Group.
                  
                  N/A

- --------------------
* David W. Tice & Associates, Inc. and Prudent Bear Funds, Inc. share beneficial
ownership over the same 1,420,000 shares.


                                Page 6 of 8 Pages
<PAGE>


- ---------------------
CUSIP No.  501936108
- ---------------------


       Item 10.   Certification.

                  By signing  below I certify  that, to the best of my knowledge
and belief,  the securities  referred to above were acquired and are held in the
ordinary  course  of  business  and were not  acquired  and are not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.

                  Exhibits.

                  1. Agreement to file Schedule 13G jointly.

                                    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.


March 3, 1999
Date

DAVID W. TICE & ASSOCIATES, INC.


By: /s/ David W. Tice
    David W. Tice, President


PRUDENT BEAR FUNDS, INC.


By: /s/ David W. Tice
    David W. Tice, President

                                Page 7 of 8 Pages



- ---------------------
CUSIP No.  501936108
- ---------------------

                                    EXHIBIT 1


         AGREEMENT  dated as of March 3,  1999,  by and  among  David W.  Tice &
Associates,  Inc., a Texas corporation, and Prudent Bear Funds, Inc., a Maryland
corporation.

         WHEREAS,  in accordance  with Rule 13d-1(k) of the Securities  Exchange
Act of 1934 (the "Act"),  only one such  statement need be filed whenever two or
more persons are required to file a statement  pursuant to Section  13(d) of the
Act with respect to the same  securities,  provided  that said persons  agree in
writing that such statement is filed on behalf of each of them.

         NOW, THEREFORE,  in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:

         Both David W. Tice &  Associates,  Inc.  and Prudent  Bear Funds,  Inc.
hereby  agree,  in  accordance  with Rule  13d-1(k)  under the Act,  to file one
Statement on Schedule 13G relating to their  ownership of the Common Stock of LS
Capital Corporation, and hereby further agree that said Statement shall be filed
on behalf of both David W. Tice & Associates,  Inc. and Prudent Bear Funds, Inc.
Nothing  herein shall be deemed to be an admission that the parties  hereto,  or
any of them,  are members of a "group"  (within the meaning of Section  13(d) of
the Act and the rules promulgated  thereunder) with respect to any securities of
LS Capital Corporation.

         IN WITNESS WHEREOF,  the parties have executed this agreement as of the
date first written above.

                                  DAVID W. TICE & ASSOCIATES, INC.


                                  By: /s/ David W. Tice  
                                      David W. Tice, President


                                  PRUDENT BEAR FUNDS, INC.


                                  By: /s/ David W. Tice
                                     David W. Tice, President



                                Page 8 of 8 Pages



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