SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Rule
13d-101)
(Amendment
No. 5)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a)
AND
AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(a)
CLST
Holdings, Inc.
|
(Name
of Issuer)
|
|
Common
Stock, Par Value $0.01
|
(Title
of Class of Securities)
|
Timothy
S. Durham
111
Monument Circle
Suite
4800
Indianapolis,
Indiana 46204-2415
(317)
237-4122
|
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and
Communications)
|
May
25, 2007
|
(Date
of Event which Requires Filing
of
this Statement)
|
If
the
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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box ¨.
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
(the “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).
CUSIP: 150925204 |
13D/A
|
Page
2 of
15
|
1
|
name
of reporting person i.r.s. identification no. of above person (entities
only)
Timothy
S. Durham
|
2
|
check
the appropriate box if a member of a group*
(A)
o
|
3
|
sec
use only
|
4
|
source
of funds*
PF
|
5
|
check
if disclosure of legal proceedings is required pursuant to items
2(d) or
2(e) o
|
6
|
citizenship
or place of organization
United
States
|
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
938,401
|
8
|
shared
voting power
0
|
9
|
sole
dispositive power
938,401
|
10
|
shared
dispositive power
0
|
11
|
aggregate
amount beneficially owned by each reporting person
938,401
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares*
o
|
13
|
percent
of class represented by amount in row (11)
4.5
%
|
14
|
type
of reporting person*
IN
|
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13D/A
|
Page 3
of
15
|
1
|
name
of reporting person i.r.s. identification no. of above person (entities
only)
Patrick
J. O'Donnell
|
2
|
check
the appropriate box if a member of a group*
|
3
|
sec
use only
|
4
|
source
of funds*
PF
|
5
|
check
if disclosure of legal proceedings is required pursuant to items
2(d) or
2(e) o
|
6
|
citizenship
or place of organization
United
States
|
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
436,900
|
8
|
shared
voting power
0
|
9
|
sole
dispositive power
436,900
|
10
|
shared
dispositive power
0
|
11
|
aggregate
amount beneficially owned by each reporting person
436,900
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares*
o
|
13
|
percent
of class represented by amount in row (11)
2.1%
|
14
|
type
of reporting person*
IN
|
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13D/A
|
Page 4
of
15
|
1
|
name
of reporting person i.r.s. identification no. of above person (entities
only)
Henri
B. Najem, Jr.
|
2
|
check
the appropriate box if a member of a group*
|
3
|
sec
use only
|
4
|
source
of funds*
PF
|
5
|
check
if disclosure of legal proceedings is required pursuant to items
2(d) or
2(e) o
|
6
|
citizenship
or place of organization
United
States
|
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
78,100
|
8
|
shared
voting power
0
|
9
|
sole
dispositive power
78,100
|
10
|
shared
dispositive power
0
|
11
|
aggregate
amount beneficially owned by each reporting person
78,100
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares*
o
|
13
|
percent
of class represented by amount in row (11)
0.4%
|
14
|
type
of reporting person*
IN
|
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Page 5
of
15
|
1
|
name
of reporting person i.r.s. identification no. of above person (entities
only)
Anthony
P. Schlichte
|
2
|
check
the appropriate box if a member of a group*
|
3
|
sec
use only
|
4
|
source
of funds*
PF
|
5
|
check
if disclosure of legal proceedings is required pursuant to items
2(d) or
2(e) o
|
6
|
citizenship
or place of organization
United
States
|
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
242,540
|
8
|
shared
voting power
0
|
9
|
sole
dispositive power
242,540
|
10
|
shared
dispositive power
0
|
11
|
aggregate
amount beneficially owned by each reporting person
242,540
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares*
o
|
13
|
percent
of class represented by amount in row (11)
1.2%
|
14
|
type
of reporting person*
IN
|
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|
Page 6
of
15
|
1
|
name
of reporting person i.r.s. identification no. of above person (entities
only)
David
Tornek
|
2
|
check
the appropriate box if a member of a group*
|
3
|
sec
use only
|
4
|
source
of funds*
PF
|
5
|
check
if disclosure of legal proceedings is required pursuant to items
2(d) or
2(e) o
|
6
|
citizenship
or place of organization
United
States
|
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
127,300
|
8
|
shared
voting power
0
|
9
|
sole
dispositive power
127,300
|
10
|
shared
dispositive power
0
|
11
|
aggregate
amount beneficially owned by each reporting person
127,300
|
12
|
check
box if the aggregate amount in row (11) excludes certain
shares*
|
13
|
percent
of class represented by amount in row (11)
0.6%
|
14
|
type
of reporting person*
IN
|
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Page 7
of
15
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1
|
name
of reporting person i.r.s. identification no. of above person (entities
only)
Neil
E. Lucas
|
2
|
check
the appropriate box if a member of a group*
|
3
|
sec
use only
|
4
|
source
of funds*
PF
|
5
|
check
if disclosure of legal proceedings is required pursuant to items
2(d) or
2(e)
|
6
|
citizenship
or place of organization
United
States
|
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
176,200
|
8
|
shared
voting power
0
|
9
|
sole
dispositive power
176,200
|
10
|
shared
dispositive power
0
|
11
|
aggregate
amount beneficially owned by each reporting person
176,200
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares*
o
|
13
|
percent
of class represented by amount in row (11)
0.8%
|
14
|
type
of reporting person*
IN
|
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13D/A
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Page 8
of
15
|
1
|
name
of reporting person i.r.s. identification no. of above person (entities
only)
Terry
G. Whitesell
|
2
|
check
the appropriate box if a member of a group*
|
3
|
sec
use only
|
4
|
source
of funds*
PF
|
5
|
check
if disclosure of legal proceedings is required pursuant to items
2(d) or
2(e) o
|
6
|
citizenship
or place of organization
United
States
|
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
34,000
|
8
|
shared
voting power
0
|
9
|
sole
dispositive power
34,000
|
10
|
shared
dispositive power
0
|
11
|
aggregate
amount beneficially owned by each reporting person
34,000
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares*
o
|
13
|
percent
of class represented by amount in row (11)
0.2%
|
14
|
type
of reporting person*
IN
|
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13D/A
|
Page 9
of
15
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1
|
name
of reporting person i.r.s. identification no. of above person (entities
only)
Jonathan
B. Swain
|
2
|
check
the appropriate box if a member of a group*
|
3
|
sec
use only
|
4
|
source
of funds*
PF
|
5
|
check
if disclosure of legal proceedings is required pursuant to items
2(d) or
2(e) o
|
6
|
citizenship
or place of organization
United
States
|
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
14,000
|
8
|
shared
voting power
0
|
9
|
sole
dispositive power
14,000
|
10
|
shared
dispositive power
0
|
11
|
aggregate
amount beneficially owned by each reporting person
14,000
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares*
o
|
13
|
percent
of class represented by amount in row (11)
0.1%
|
14
|
type
of reporting person*
IN
|
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Page 10
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15
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ITEM
1.
Security and Issuer
This
constitutes Amendment No. 5 to the statement on Schedule 13D, dated February
23,
2006 (the “Original Filing”), relating to the common shares, $0.01 par value
(the "Shares"), of CLST Holdings, Inc., a Delaware corporation (the "Issuer"),
with its principal executive offices at 601 S. Royal Lane, Carrollton, Texas
75019, as amended by Amendment No. 1 to such filing, dated March 3, 2006,
Amendment No. 2 to such filing, dated December 29, 2006, Amendment No. 3 to
such
filing, dated April 28, 2007, and Amendment No. 4 to such filing, dated May
24,
2007.
ITEM
2.
Identity and Background
The
persons filing this statement are Timothy S. Durham ("Durham"), Patrick J.
O'Donnell ("O'Donnell"), Henri B. Najem, Jr. ("Najem"), Anthony P. Schlichte
("Schlichte"), David Tornek ("Tornek"), Neil E. Lucas ("Lucas"), Terry G.
Whitesell ("Whitesell"), and Jonathan B. Swain ("Swain").
Mr.
Durham is a citizen of the United States and his principal address is 111
Monument Circle, Suite 4800, Indianapolis, Indiana 46204. Mr. Durham serves
as
the Chairman and Chief Executive Officer of Obsidian Enterprises, Inc. and
as
Chairman of Fair Holdings, Inc. The address of the principal offices of Obsidian
Enterprises, Inc. and Fair Holdings, Inc. is 111 Monument Circle, Suite 4800,
Indianapolis, Indiana 46204.
Mr.
O'Donnell is a citizen of the United States and his principle address is 200
West Adams Street, Chicago, Illinois, 60606. O'Donnell is retired from the
UBS
Investment Bank where he was the CIO and a member of its Management Board.
Mr.
Najem
is a citizen of the United States and his principal address is 11699 Fall Creek
Road, Indianapolis, Indiana 46256. Mr. Najem owns Bella Vita restaurant. The
address of the principal office of Bella Vita is 11699 Fall Creek Road,
Indianapolis, IN 46256.
Mr.
Schlichte is a citizen of the United States and his principal address is 111
Monument Circle, Suite 4800, Indianapolis, Indiana 46204. He is Executive Vice
President of Obsidian Enterprises, Inc.
Mr.
Tornek is a citizen of the United States and his principal address is 910
Lincoln Rd., Miami Beach, FL 33139. He is Proprietor of Touch Restaurant in
South Beach.
Mr.
Whitesell is a citizen of the United States and his principal address is 111
Monument Circle, Suite 4800, Indianapolis, Indiana 46204. He is President of
Obsidian Enterprises, Inc.
Mr.
Lucas
is a citizen of the United States and his principal address is 111 Monument
Circle, Suite 4800, Indianapolis, Indiana 46204. He is an attorney practicing
in
Indianapolis.
Mr.
Swain
is a citizen of the United States and his principal address is 111 Monument
Circle, Suite 4800, Indianapolis, Indiana 46204. He is Vice President of
Obsidian Enterprises, Inc.
During
the last five years, none of the Reporting Persons (i) has been convicted in
a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or
(ii) was a party to a civil proceeding of a judicial or administrative body
of
competent jurisdiction and as a result of such proceeding was or is 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.
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13D/A
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Page 11
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15
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ITEM
3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The
aggregate purchase price for the 2,047,441 shares purchased by the Reporting
Entities was $2,509,402. The source of funds for the purchases was personal
funds for Mr. Durham, Mr. O'Donnell, Mr. Najem, Mr. Schlichte, Mr. Tornek,
Mr.
Lucas, Mr. Whitesell, and Mr. Swain.
ITEM
4.
PURPOSE OF TRANSACTION.
On
May
25, 2007, Mr.
Durham filed a lawsuit in Delaware Chancery Court against the Company seeking
an
order pursuant to Section 211 of the Delaware General Corporation Law compelling
the Company to hold an annual meeting of stockholders. In his lawsuit, Mr.
Durham alleges that the Company has failed to hold an annual meeting of
stockholders since November 5, 2004, and has asked the Chancery Court
to:
(1) order
the
Company to immediately hold an annual meeting of stockholders at which all
seats
on the Board of Directors shall stand for election;
(2) designate
the record date, meeting date, time and place of the meeting;
(3) appoint
a
special master to conduct the meeting; and
(4) award
Mr.
Durham his attorney’s fee and expenses.
SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED
TO
ANY SOLICITATION OF PROXIES BY MR. DURHAM AND HIS AFFILIATES FROM THE
STOCKHOLDERS FOR USE AT ANY ANNUAL MEETING WHEN AND IF THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING
TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. WHEN AND IF COMPLETED,
A
DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MADE AVAILABLE TO
STOCKHOLDERS OF CLST HOLDINGS, INC., AND WILL BE AVAILABLE AT NO CHARGE AT
THE
SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV
For Information,
Contact: |
Timothy Durham
CEO of Obsidian Enterprises,
Inc.
+1-317-237-4055
tsdurham@msn.com
|
The
Reporting Persons have met and will continue to meet and have conversations
with
representatives of the Issuer and third parties, including other stockholders
of
the Issuer, to discuss the Reporting Persons’ views with respect to the assets,
capital structure, ownership, and control of the Issuer. At any such meeting,
the Reporting Persons may discuss the views expressed in the above-mentioned
letter and may make proposals relating to changes in the assets, capital
structure, ownership or control of the Issuer or discuss their views with
respect to any proposals of others. During the course of conversations with
other stockholders of the Issuer, Mr. Durham has expressed, and may continue
to
express, the view that the best interests of the stockholders of the Issuer
would be served by the immediate election of Mr. Durham and Mr. Brian Ladin
to
the Board of Directors of the Issuer to fill vacancies thereon, to serve, along
with Mr. Robert Kaiser, a current member of the board of directors, as the
entire board of directors until such time as a board of directors can be duly
elected and qualified at an annual meeting of stockholders. Also during certain
of those conversations and meetings, Mr. Durham has encouraged, and may continue
to encourage, other stockholders to communicate to the Issuer their views
regarding the composition of the board of directors of the Issuer pending the
holding of an annual meeting.
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13D/A
|
Page 12
of
15
|
The
Reporting Persons reserve the right to (i) dispose of all or part of their
investment in the Stock at any time, (ii) acquire additional shares of Stock
by
tender offer, in the open market, in private transactions or otherwise, (iii)
propose a merger or similar business combination with the Issuer or its
affiliates, (iv) seek control of the Issuer by stock ownership or otherwise,
(v)
seek to influence the selection by the Issuer of candidates for election to
the
Issuer’s Board of Directors, (vi) seek to encourage one or more existing
executives or Directors to resign from the Issuer’s Board of Directors or not
stand for election, (viii) seek appointment of one or more of the Reporting
Persons to fill vacancies on the Board of Directors or (vii) take any other
action with respect to the Issuer.
The
Reporting Persons intend to use their position, including voting power, as
stockholders of the Issuer to encourage changes in the Issuer’s assets, capital
structure, ownership or control or any transactions that they believe to be
beneficial to their interests. Among other transactions the Reporting Persons
may encourage are the types of transactions described in clauses (a) through
(j)
of Item 4 of the Schedule 13D form. The Reporting Persons may also consider
supporting proposals by third parties to engage in such
transactions.
Except
as
set forth in this Item 4, the Reporting Persons have no present plans or
proposals that relate to or that would result in any of the following
actions:
(a) The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b) An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) A
sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries;
(d) Any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill
any
existing vacancies on the board;
(e) Any
material change in the present capitalization or dividend policy of the
Issuer;
(f) Any
other
material change in the Issuer’s business or corporate structure;
(g) Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any
person;
(h) Causing
a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A
class
of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or
(j) Any
action similar to any of those enumerated above.
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13D/A
|
Page 13
of
15
|
ITEM
5.
INTEREST IN SECURITIES OF THE ISSUER.
(a)
As of
the close of business on May 23, 2007, the Reporting Persons may be deemed
to
beneficially own, in the aggregate, 2,047,441 shares of Common Stock,
representing approximately 9.7% of the Issuer's outstanding shares of Common
Stock (based on the 21,027,205 shares stated to be outstanding as of April
2,
2007, in the Issuer's Quarterly Report on Form 10-Q for the quarterly period
ended February 28, 2007, filed with the Securities and Exchange Commission
on
April 9, 2007).
(b)
Mr.
Durham has sole voting and sole dispositive power with respect to 938,401
shares. Mr. O'Donnell has sole voting and sole dispositive power with respect
to
436,900 shares. Mr. Najem has sole voting and sole dispositive power with
respect to 78,100 shares. Mr. Schlichte has sole voting and sole dispositive
power with respect to 242,540 shares. Mr. Tornek has sole voting and sole
dispositive power with respect to 127,300 shares. Mr. Lucas has sole voting
and
sole dispositive power with respect to 176,200 shares. Mr. Whitesell has sole
voting and sole dispositive power with respect to 34,000 shares. Mr. Swain
has
sole voting and sole dispositive power with respect to 14,000 shares.
(c)
In
the past sixty days, no transactions in the common stock of the Issuer have
been
effected by any of the Reporting Persons.
ITEM
6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER
Except
as
described herein, none of the Reporting Persons has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, including but not limited to the
transfer or voting of any of the securities, finder's fees, joint ventures,
loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
ITEM
7.
MATERIAL TO BE FILED AS EXHIBITS.
1 |
Joint
Filing Agreement (incorporated by reference to Exhibit A of the
Original
Filing)
|
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13D/A
|
Page 14
of
15
|
SIGNATURES
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:
June 1, 2007
/s/
Timothy S.
Durham
Timothy
S. Durham
/s/
Patrick J.
O'Donnell
Patrick
J. O'Donnell
/s/
Henri B. Najem,
Jr.
Henri
B. Najem, Jr.
/s/
Anthony P.
Schlichte
Anthony
P. Schlichte
/s/
David
Tornek
David
Tornek
/s/
Neil E.
Lucas
Neil
E. Lucas
/s/
Terry G.
Whitesell
Terry
G. Whitesell
Jonathan
B. Swain
|
CUSIP: 150925204 |
13D/A
|
Page 15
of
15
|
EXHIBIT
INDEX
1 |
Joint
Filing Agreement (incorporated by reference to Exhibit A of the
Original
Filing).
|