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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: |
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Washington, D.C. 20549 |
Expires: |
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SCHEDULE 13G |
Estimated average burden hours per response. . 11 |
Under the Securities Exchange Act of 1934
(Amendment No. )*
CONSUMER PORTFOLIO SERVICES, INC.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
210502100
(CUSIP Number)
April 13 , 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
CUSIP No. 210502100 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person |
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CUSIP No. 210502100 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person |
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CUSIP No. 210502100 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person |
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CUSIP No. 210502100 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person |
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CUSIP No. 210502100 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person |
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CUSIP No. 210502100 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person |
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CUSIP No. 210502100 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person |
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Item 1. |
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(a) |
Name
of Issuer |
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(b) |
Address
of Issuers Principal Executive Offices |
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Item 2. |
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(a) |
Name
of Person Filing |
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(b) |
Address
of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
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(d) |
Title
of Class of Securities |
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(e) |
CUSIP
Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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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); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Not applicable. |
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: The information required by this paragraph is set forth in Item 9 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. |
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LC Capital Master Fund, Ltd. (the Master Fund) directly holds 1,024,043 shares (the Master Fund Shares) of the Issuers Common Stock, no par value per share (Common Stock). |
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LC Capital Partners, LP (Partners) may be deemed to control the Master Fund by virtue of Partners ownership of approximately 54.31% of the outstanding shares of the Master Fund. Accordingly, Partners may be deemed to have a beneficial interest in the Master Fund Shares. In addition, since LC Capital Advisors LLC (Advisors) is the sole general partner of Partners, Advisors may also be deemed to have a beneficial interest in the Master Fund Shares. Each of Partners and Advisors disclaims beneficial ownership of the Master Fund Shares except to the extent of their respective beneficial interests, if any, therein. |
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Lampe, Conway & Co. LLC (LC&C) acts as investment manager to Partners, the Master Fund and a managed account (the Managed Account) pursuant to certain investment management agreements. The Managed Account directly holds 96,852 shares of the Issuers Common Stock (the Managed Account Shares and, together with the Master Fund Shares, the Shares). Since LC&C shares voting and dispositive power over the Shares by virtue of the aforementioned investment management agreements, LC&C may be deemed to have a beneficial interest in the Shares. LC&C disclaims beneficial ownership of the Shares except to the extent of its beneficial interest, if any, therein. |
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LC Capital International LLC (International) acts as investment advisor to the Master Fund pursuant to an investment advisory agreement. Since International shares voting and dispositive power over the Master Fund Shares by virtue of the aforementioned investment advisory agreement, International may be deemed to have a beneficial interest in the Master Fund Shares. International disclaims beneficial ownership of the Master Fund Shares except to the extent of its beneficial interest, if any, therein. |
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Steven G. Lampe (Lampe) and Richard F. Conway (Conway) act as the sole managing members of each of Advisors, LC&C and International and each of Lampe and Conway may be deemed to control each such entity. Accordingly, each of Lampe and Conway may be deemed to have a beneficial interest in the Shares by virtue of Advisors indirect deemed control of the Master Fund, LC&Cs power to vote and/or dispose of the Shares and Internationals power to vote and/or dispose of the Master Fund Shares. Each of Lampe and Conway disclaims beneficial ownership of the Shares except to the extent of their respective beneficial interests, if any, therein. |
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(b) |
Percent of class: The information required by this paragraph is set forth in Item 11 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. Such information is based upon 20,932,236 shares of Common Stock, outstanding as of May 11, 2004 as reflected in the Issuers Form 10-Q for the quarterly period ended March 31, 2004 as filed with the Securities and Exchange Commission. The information in Item 4(a) above is incorporated herein by reference. |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote The information required by this subparagraph is set forth in Item 5 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference. |
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(ii) |
Shared power to vote or to direct the vote The information required by this subparagraph is set forth in Item 6 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference. |
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(iii) |
Sole power to dispose or to direct the disposition of The information required by this subparagraph is set forth in Item 7 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference. |
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(iv) |
Shared power to dispose or to direct the disposition of The information required by this subparagraph is set forth in Item 8 of each of the cover pages of this Schedule 13G and is incorporated herein by reference. In addition, the information in Item 4(a) above is incorporated herein by reference. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
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Not applicable. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
The Managed Account has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Managed Account Shares. The Managed Account Shares do not constitute more than five percent of the Issuers Common Stock. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
The Master Fund directly acquired all of the Master Fund Shares being reported on by Partners and Advisors. Partners directly holds approximately 54.31% of the outstanding shares of the Master Fund and may be deemed to control the Master Fund. Advisors is the sole general partner of Partners and may also be deemed to control the Master Fund. |
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Item 8. |
Identification and Classification of Members of the Group |
Not applicable. |
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Item 9. |
Notice of Dissolution of Group |
Not applicable. |
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Item 10. |
Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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. |
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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.
Date: |
June 15, 2004 |
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LC Capital Master Fund, Ltd. |
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By: |
/s/ Richard F. Conway |
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Name: Richard F. Conway |
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Title: Director |
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Date: |
June 15, 2004 |
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LC Capital Partners, LP |
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By: LC Capital Advisors LLC, |
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its General Partner |
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By: |
/s/ Richard F. Conway |
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Name: Richard F. Conway |
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Title: Managing Member |
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Date: |
June 15, 2004 |
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LC Capital Advisors LLC |
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By: |
/s/ Richard F. Conway |
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Name: Richard F. Conway |
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Title: Managing Member |
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Date: |
June 15, 2004 |
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Lampe, Conway & Co. LLC |
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By: |
/s/ Richard F. Conway |
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Name: Richard F. Conway |
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Title: Managing Member |
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Date: |
June 15, 2004 |
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LC Capital International LLC |
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By: |
/s/ Richard F. Conway |
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Name: Richard F. Conway |
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Title: Managing Member |
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Date: |
June 15, 2004 |
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/s/ Steven G. Lampe |
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Steven G. Lampe |
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Date: |
June 15, 2004 |
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/s/ Richard F. Conway |
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Richard F. Conway |
13
ANNEX A
Address of Principal Business Office or, if none, Residence
LC Capital Master Fund, Ltd.
c/o Trident Fund Services (B.V.I.) Limited
P.O. Box 146
Waterfront Drive
Wickhams Cay
Road Town, Tortola
British Virgin Islands
LC Capital Partners, LP
680 Fifth Avenue, Suite 1202
New York, NY 10019
LC Capital Advisors LLC
680 Fifth Avenue, Suite 1202
New York, NY 10019
Lampe, Conway & Co. LLC
680 Fifth Avenue, Suite 1202
New York, NY 10019
LC Capital International LLC
680 Fifth Avenue, Suite 1202
New York, NY 10019
Steven G. Lampe
680 Fifth Avenue, Suite 1202
New York, NY 10019
Richard F. Conway
680 Fifth Avenue, Suite 1202
New York, NY 10019
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