UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Catalyst Lighting Group, Inc.
(formerly Wentworth III, Inc.)
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
950704 10 6
--------------------------------------------------------------------------------
(CUSIP Number)
Catalyst Lighting Group, Inc
6777 Camp Bowie Boulevard, Suite 233
Fort Worth, TX 76116
(800) 433-7753
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 27, 2003
--------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.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 ("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 No. 950704 10 6
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). The Larry D. Doskocil Living Trust Dated February 20, 1986
as Amended 511-30-9437
-------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) .....................................................................
(b) ..........X..........................................................
-------------------------------------------------------------------------------
3. SEC Use Only .............................................................
-------------------------------------------------------------------------------
4. Source of Funds (See Instructions) (See item 3).......PF..................
-------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .......................................................
-------------------------------------------------------------------------------
6. Citizenship or Place of Organization .....Kansas..........................
-------------------------------------------------------------------------------
Number of 7. Sole Voting Power ...........685,004.......................
Shares --------------------------------------------------------------
Beneficially 8. Shared Voting Power .......................................
Owned by
Each 9. Sole Dispositive Power.......685,004.......................
Reporting --------------------------------------------------------------
Person With
10. Shared Dispositive Power ..................................
--------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person ....685,004...
-------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) ................................................
-------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) ........20.2%...........
14. Type of Reporting Person (See Instructions)
........OO......................................................................
................................................................................
-------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $0.01 per share
(the "Common Stock") of Catalyst Lighting Group, Inc. (formerly Wentworth III,
Inc.), whose principal executive offices are located at 6777 Camp Bowie
Boulevard, Suite 233, Fort Worth, TX 76116 (the "Issuer").
ITEM 2. IDENTITY AND BACKGROUND.
(a) The names of the reporting persons are The Larry D. Doskocil Living
Trust Dated February 20, 1986 as Amended (the "Trust"), Larry D. Doskocil
("Mr. Doskocil") and Joan Doskocil ("Mrs. Doskocil").
(b) The business address of each of the Trust and Mr. and Mrs. Doskocil is
c/o Paul Roederer, P.O. Box 705, Hutchinson, KS 67504.
(c) The Trust was formed for estate planning purposes.
(d) Neither Mr. Doskocil nor Mrs. Doskocil have been convicted in any
criminal proceedings during the last five years. The Trust has not been
convicted in any criminal proceedings during the last five years.
(e) Neither Mr. Doskocil nor Mrs. Doskocil have been a party to any civil
proceedings during the last five years. The Trust has not been a party to
any civil proceedings during the last five years.
(f) Both Mr. Doskocil and Mrs. Doskocil are citizens of the United States.
The Trust is organized under the laws of the State of Kansas.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Trust acquired the securities as a result of the acquisition of all
of the partnership units of Whitco Company, LP ("Whitco") by the Issuer in
exchange for an aggregate of 2,991,368 shares of Common Stock (the
"Acquisition"). The Trust was a partner in Whitco prior to the Acquisition and
its 204.45 partnership units were converted into 685,004 shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Trust acquired the securities as a result of the Acquisition. The
Trust was a partner in Whitco prior to the Acquisition. The securities issued by
the Issuer were acquired by the Trust as a result of the Acquisition and for no
other reason.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Based on their status as co-trustees of the Trust, each of Mr. and
Mrs. Doskocil are deemed to beneficially owns an aggregate of 685,004 shares of
Common Stock, representing 20.2% of the outstanding shares of Common Stock
(based, as to the number of outstanding shares, upon the Issuer's Form SB-2
filed August 12, 2003, with respect to the Acquisition).The Trust beneficially
owns an aggregate of 685,004 shares of Common Stock, representing 20.2% of the
outstanding shares of Common Stock (based, as to the number of outstanding
shares, upon the Issuer's Form SB-2 filed August 12, 2003, in connection with
the Acquisition).
(b) Mr. Doskocil has the shared power with Mrs. Doskocil, the only other
trustee of the Trust, to vote and dispose, or direct the disposition, of the
685,004 shares of Common Stock owned by the Trust.
(c) The 685,004 shares of Common Stock reported herein were acquired by
the Trust from the Issuer effective August 27, 2003.
(d) Other than Mr. and Mrs. Doskocil, who have the shared right, no other
person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the 685,004 shares of
Common Stock owned by the Trust.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The securities discussed herein are the result of the Securities Exchange
Agreement executed by and between Whitco and the Issuer (the "Exchange
Agreement").
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exchange Agreement.
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.
September 3, 2003
/s/ Larry D. Doskocil
---------------------
Larry D. Doskocil, Co-Trustee of
the Larry D. Doskocil Living Trust
Dated February 20, 1986, as Amended
/s/ Joan Doskocil
-----------------
Joan Doskocil, Co-Trustee of the
Larry D. Doskocil Living Trust
Dated February 20, 1986, as Amended