UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LS CAPITAL CORPORATION
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
501936108
----------------------------------------------
(CUSIP Number)
December 31, 1999
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(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 6 Pages
<PAGE>
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CUSIP No. 501936108
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David W. Tice & Associates, Inc. - 75-2476962
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
Not Applicable
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
======================= ====== =================================================
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
====== =================================================
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
====== =================================================
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,720,000
====== =================================================
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
======================= ====== =================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,720,000(1)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not Applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%(1)
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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(1) Represents 300,000 shares of common stock issuable upon exercise of
warrants and 1,420,000 shares of common stock (with the percent ownership
calculated based upon an aggregate of 28,358,000 shares outstanding as of
September 30, 1999, and assuming exercise of the warrants owned by the
reporting person.
Page 2 of 6 Pages
<PAGE>
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CUSIP No. 501936108
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====== =========================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Prudent Bear Funds, Inc. - 39-1837741
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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
======================= ====== =================================================
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,720,000
====== =================================================
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
====== =================================================
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
====== =================================================
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
======================= ====== =================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,720,000
====== =========================================================================
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)
6.0%(1)
====== =========================================================================
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
====== =========================================================================
(1) Represents 300,000 shares of common stock issuable upon exercise of
warrants and 1,420,000 shares of common stock (with the percent ownership
calculated based upon an aggregate of 28,358,000 shares outstanding as of
September 30, 1999, and assuming exercise of the warrants owned by the
reporting person.
Page 3 of 6 Pages
<PAGE>
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CUSIP No. 501936108
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This Amendment No. 1 to the undersigned's Schedule 13G, which was originally
filed on March 4, 1999 (the "Schedule 13G") with regard to LS Capital
Corporation (the "Issuer") is being filed to amend Items 4 of the Schedule 13G.
Except as expressly stated herein, there have been no material changes in the
information set forth in the Schedule 13G.
Item 4. Ownership
David W. Tice & Associates, Inc.
(a) Amount Beneficially Owned: 1,720,000*
(b) Percent of Class: 6.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the
disposition of: 1,720,000
(iv) shared power to dispose or to direct the
disposition of: -0-
Prudent Bear Funds, Inc.
(a) Amount Beneficially Owned: 1,720,000*
(b) Percent of Class: 6.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,720,000
(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-
- ---------------------------
* David W. Tice & Associates, Inc. and Prudent Bear Funds, Inc. share
beneficial ownership over the same 1,720,000 shares.
Page 4 of 6 Pages
<PAGE>
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CUSIP No. 501936108
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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.
February 11, 2000
- ---------------------------------
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 5 of 6 Pages
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CUSIP No. 501936108
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EXHIBIT 1
AGREEMENT dated as of February 11, 2000, 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/s David W. Tice
----------------------------------
David W. Tice, President
Page 6 of 6 Pages
