-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NkEnTwy2Gsb9fHtq1cKehErqnDjm8XFQfVl446pzg5U6aHu015ft7CoOqWWM+lA7 XNpmMWY+xV/Acd72JPLmGg== 0000902561-98-000547.txt : 19981222 0000902561-98-000547.hdr.sgml : 19981222 ACCESSION NUMBER: 0000902561-98-000547 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COST PLUS INC/CA/ CENTRAL INDEX KEY: 0000798955 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 941067973 STATE OF INCORPORATION: CA FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-45833 FILM NUMBER: 98772801 BUSINESS ADDRESS: STREET 1: 201 CLAY ST STREET 2: P O BOX 23350 CITY: OAKLAND STATE: CA ZIP: 94607 BUSINESS PHONE: 4158937300 MAIL ADDRESS: STREET 1: P O BOX 23350 STREET 2: P O BOX 23350 CITY: OAKLAND STATE: CA ZIP: 94623 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ING EQUITY PARTNERS LP I CENTRAL INDEX KEY: 0000947481 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133789789 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-2101 MAIL ADDRESS: STREET 1: 135 E 57TH ST CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Cost Plus, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 221485105 - ------------------------------------------------------------------------------- (CUSIP Number) March 17, 1995 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) The information required in 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 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). CUSIP No. 221485105 13G Page 2 of 8 Pages - ------------------- ----------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ING Equity Partners, L.P. I 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 512,594 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 512,594 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 512,594 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.9% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 221485105 13G Page 3 of 8 Pages - ------------------- ----------------- 13. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ING (U.S.) Capital Corporation 14. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 15. SEC USE ONLY 16. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 17. SOLE VOTING POWER 0 SHARES BENEFICIALLY 18. SHARED VOTING POWER 512,594 OWNED BY EACH 19. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 20. SHARED DISPOSITIVE POWER 512,594 21. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 512,594 22. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 23. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.9% 24. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 8 Pages Item 1. (a) Name of Issuer: Cost Plus, Inc., a California corporation (b) Address of Issuer's Principal Executive Offices: 201 Clay Street, P.O. Box 23350, Oakland, California 94607. Item 2. (a) Name of Person Filing: This Statement on Schedule 13G is being filed by ING Equity Partners, L.P. I and ING (U.S.) Capital Corporation (the "Reporting Persons"). (b) Address of Principal Business Office: The principal business address of ING Equity Partners L.P. I is 520 Madison Avenue, 33rd Floor, New York, New York 10022-2101. The principal business address of ING (U.S.) Capital Corporation is 135 East 57th Street, New York, New York 10022-2101. (c) Citizenship: The Reporting Persons were both organized under the laws of the State of Delaware. (d) Title of Class of Securities: common stock, $.01 par value per share (the "Common Stock"). (e) CUSIP Number: 221485105 Item 3. Not applicable. Item 4. Ownership (a) Amount Beneficially Owned: 512,594 shares of Common Stock. (b) Percent of Class: 5.9% (based on 8,730,568 shares of Common Stock reported outstanding as of April 29, 1998). (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: 512,594 Page 5 of 8 Pages (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 512,594 Item 5. Ownership of Five Percent or Less of a Class Not applicable. Item 6. Ownership of Five Percent or Less of a Class Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution Not applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Page 6 of 8 Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 21, 1998 ING EQUITY PARTNERS, L.P. I By: /S/ Oliver Trouveroy Name: Oliver Trouveroy Title: Managing Partner ING (U.S.) CAPITAL CORPORATION By: /S/ Richard D. Thornhill Name: Richard D. Thornhill Title: Senior Vice President Page 7 of 8 Pages INDEX TO EXHIBITS Exhibit No. Exhibit - ----------- ------- 99.1 Joint Filing Agreement, dated December 21, 1998, between ING Equity Partners, L.P. I and ING (U.S.) Capital Corporation. Page 8 of 8 Pages EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Common Stock, $.01 par value of Cost Plus, Inc. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. Date: December 21, 1998 ING EQUITY PARTNERS, L.P. I By: /S/ Oliver Trouveroy Name: Oliver Trouveroy Title: Managing Partner ING (U.S.) CAPITAL CORPORATION By: /S/ Richard D. Thornhill Name: Richard D. Thornhill Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----