April 24,
2009
(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 Rule13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
[ ]
Note:
Schedules filed
in paper format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other parties to whom copies are to
be sent.
* 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).
SCHEDULE
13D
CUSIP No
.
294766100
|
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
MCC
Europe Limited
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person with
|
7
|
SOLE
VOTING POWER
889,138
|
8
|
SHARED
VOTING POWER
N/A
|
9
|
SOLE
DISPOSITIVE POWER
889,138
|
10
|
SHARED
DISPOSITIVE
POWER
N/A
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
889,138
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
SCHEDULE
13D
CUSIP No
.
294766100
|
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Moore,
Clayton & Co., Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person with
|
7
|
SOLE
VOTING POWER
889,138
|
8
|
SHARED
VOTING POWER
N/A
|
9
|
SOLE
DISPOSITIVE POWER
889,138
|
10
|
SHARED
DISPOSITIVE
POWER
N/A
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
889,138
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
SCHEDULE
13D
CUSIP No
.
294766100
|
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Anthony
R. Moore
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom and United States of America
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person with
|
7
|
SOLE
VOTING POWER
889,138
|
8
|
SHARED
VOTING POWER
N/A
|
9
|
SOLE
DISPOSITIVE POWER
889,138
|
10
|
SHARED
DISPOSITIVE
POWER
N/A
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
889,138
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
SCHEDULE
13D
CUSIP No
.
294766100
|
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Sharon
Clayton
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person with
|
7
|
SOLE
VOTING POWER
889,138
|
8
|
SHARED
VOTING POWER
N/A
|
9
|
SOLE
DISPOSITIVE POWER
889,138
|
10
|
SHARED
DISPOSITIVE
POWER
N/A
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
889,138
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
SCHEDULE 13D
CUSIP No
.
294766100
|
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Kenneth
I. Denos
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person with
|
7
|
SOLE
VOTING POWER
889,138
|
8
|
SHARED
VOTING POWER
N/A
|
9
|
SOLE
DISPOSITIVE POWER
889,138
|
10
|
SHARED
DISPOSITIVE
POWER
N/A
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
889,138
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
Item
1. Security and
Issuer
This
statement on Schedule 13D relates to the shares of common stock (the “Common
Stock”) of Equus Total Return, Inc., a Delaware corporation (the
“Fund”). The principal executive offices of the Fund are located at
2727 Allen Parkway, 13
th
Floor,
Houston, TX 77019.
Item
2. Identity and
Background
This
statement is being filed jointly by: MCC Europe Limited (“MCCE”), Moore, Clayton
& Co., Inc. (“MCC”), MCC Global N.V (“MCC Global”) Anthony R. Moore, Sharon
Clayton and Kenneth I. Denos (the “Reporting Persons”).
MCCE is
organized under the laws of the United Kingdom. Its principal office
is located at Flat 4-C Collier House, 163-169 Brompton Road, London SW3 1PY
United Kingdom. MCCE provides business consulting services in the
United Kingdom. MCCE is a wholly-owned subsidiary of
MCC.
MCC is
organized under of the laws of the state of Delaware and is the parent company
of, among other entities, (a) MCCE and (b) the Fund’s investment manager, Moore,
Clayton Capital Advisors Inc. (“MCCA”). MCC’s principal office is located at
10757 South River Front Pkwy, Suite 125, South Jordan, Utah 84095.
MCC
Global is organized under the laws of The Netherlands and is the parent company
of MCC. MCC Global’s principal office is located at 10757 South River Front
Pkwy, Suite 125, South Jordan, Utah 84095. The firm is an
international private equity investment and advisory firm with offices in
London, Amsterdam and Salt Lake City.
Anthony
R. Moore is the Chairman of the Supervisory Board of MCC Global and owns 11.82%
of the voting equity in MCC Global. Mr. Moore’s business address is
10757 South River Front Pkwy, Suite 125, South Jordan, Utah
84095. Mr. Moore is a citizen of the United Kingdom and the United
States of America.
Sharon
Clayton is Chairman of the Management Board of MCC Global and owns 12.02% of the
voting equity in MCC Global. Her business address is 10757 South River Front
Pkwy, Suite 125, South Jordan, Utah 84095. Ms. Clayton is a citizen
of the United States of America.
Kenneth
I. Denos is the CEO of MCC Global and the CEO of the Fund and
MCCA. He owns 7.53% of the voting equity in MCC
Global. His business address is 10757 South River Front Pkwy, Suite
125, South Jordan, Utah 84095. Mr. Denos is a citizen of the United
States of America.
Pursuant
to General Instruction C and the instructions to Item 2 of this statement, set
forth in Exhibit A are the respective names, business addresses, principal
present occupations and citizenships of Mr. Moore, Ms. Clayton, Mr. Denos and
the other executive officers, directors and control persons of each of MCC
Global, MCCE and MCC.
None of
the Reporting Persons has, during the last five years, been convicted in a
criminal proceeding. In addition, none of the Reporting Persons has, during the
last five years, been 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.
Item
3. Source and Amount
of Funds or Other Consideration
The Common Stock was received as
dividends in the 4
th
and
1
st
quarters of 2008 and 2009 respectively.
Item
4. Purpose of
Transaction
The Common Stock share transfer was
pursuant to an obligation of MCCE to pay to Barbara A. Eldridge, as Trustee of
the 1983 Lehmann Children’s Trust, Lehmann Investments LP, Sam P. Douglass as
Trustee of the Douglass Trust IV: For the benefit of S. Preston Douglass, Jr.
and Sam P. Douglass as Trustee of the Douglass Trust IV: For the Benefit of
Brooke Douglass a percentage of all dividends received by MCCE on certain shares
of EQS held by MCCE. The obligation arose in connection with an agreement
between MCCE and its parent company, Moore Clayton & Co., Inc. (“MCC”),
effective June 30, 2005, wherein MCC acquired Equus Capital Management Company,
Inc., the former investment adviser to EQS. All of the shares
disposed of were originally acquired by MCCE for investment
purposes. Except as set forth in this Statement, the Reporting
Persons have no present plans or proposals which relate to or could result in
any of the matters referred to in paragraphs (a) through (j), inclusive, of Item
4 of Schedule 13D (although they reserve the right to develop any such plans or
proposals).
Item
5. Interests in
Securities of the Issuer
(a)
The
Reporting Persons beneficially own 889,138 shares of Common Stock, which
represent approximately 10.6% of the issued and outstanding shares of Common
Stock.
(b)
The
Reporting Persons have the power to vote, or direct the vote, and dispose of, or
direct the disposition of, 889,138 shares of Common Stock, which represent
approximately 10.6% of the outstanding shares of Common Stock.
(c)
During
the past 60 days, the Reporting Person have not purchased any shares of the
Fund.
(d)
No other
person is known by any Reporting Person to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock beneficially owned by any Reporting Person.
(e)
Not
applicable.
Item
6. Contracts,
Arrangements, Understandings or Relationships with respect to
Securities
of the Issuer.
MCCA is the investment adviser to the
Fund pursuant to an investment management agreement dated June 30,
2005.
Item
7. Materials to be
filed as Exhibits.
Exhibit
A. Officers and Directors of MCC and
MCCE
Exhibit
B. Joint Filing Agreement
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.
MCC
GLOBAL N.V.
By:
/s/
Kenneth I.
Denos
*
Name: Kenneth I.
Denos
Title: Chief
Executive Officer
MCC
EUROPE LIMITED
By:
/s/
Kenneth I.
Denos
*
Name: Kenneth I.
Denos
Title: Director
MOORE,
CLAYTON & CO., INC.
By:
/s/
Kenneth I.
Denos
*
Name: Kenneth I.
Denos
Title: Chief
Executive Officer
ANTHONY
R. MOORE
By:
/s/ Anthony R.
Moore*
SHARON
CLAYTON
By:
/s/ Sharon
Clayton*
KENNETH
I. DENOS
By:
/s/
Kenneth I.
Denos
*
EXHIBIT
A
Officers and Directors of
MCC Global, MCC and MCCE
MCCE and
MCC are wholly-owned subsidiaries of MCC Global, and therefore MCC Global
ultimately controls MCC and MCCE. The name, business address, present principal
occupation, and citizenship of each director, executive officer and control
person of MCCE, and each executive officer and director of MCC Global, are set
forth below.
Name and Business Address
|
Principal Occupation
and Name, Principal Business and
Address
of the Employing
Organizations
|
Citizenship
|
Anthony
R. Moore
10757
River Front Pkwy.
Suite
125
South
Jordan, Utah 84095
|
MCC GLOBAL
Chairman
of the Supervisory Board. Mr. Moore owns 16.37% of the voting
equity in MCC Global. MCC Global is an international private
equity investment and advisory firm. MCC Global’s principal
office is 10757 River Front Parkway, Suite 125, South Jordan, Utah
84095.
MCC
Chairman
of the Board. MCC is a wholly owned subsidiary of MCC
Global. MCC’s principal office is located at 10757 South River
Front Pkwy, Suite 125, South Jordan, Utah 84095.
MCCE
Chairman
of the Board. MCCE provides business consulting services in the
United Kingdom. MCCE is wholly owned by MCC. MCCE’s
principal office is located at 10757 South River Front Pkwy, Suite 125,
South Jordan, Utah 84095.
MCCA
Chairman
of the Board and President. MCCA is an SEC-registered
investment adviser, and provides investment management services to the
Fund. MCCA’s principal office is located at 2727 Allen Parkway,
13th Floor, Houston, TX 77019.
|
United
Kingdom and United States of
America
|
Name and Business Address
|
Principal Occupation
and Name, Principal Business and
Address
of the Employing
Organizations
|
Citizenship
|
Sharon
Clayton
10757
South River Front Pkwy, Suite 125, South Jordan, Utah
84095
|
MCC GLOBAL
Chairman
of the Management Board. Ms. Clayton owns 17.68% of the voting
equity in MCC Global. MCC Global is an international private
equity investment and advisory firm. MCC Global’s principal
office is 10757 South River Front Pkwy, Suite 125, South Jordan, Utah
84095.
MCC
Director. MCC
is a wholly owned subsidiary of MCC Global. MCC’s principal
office is located at 10757 South River Front Pkwy, Suite 125, South
Jordan, Utah 84095.
MCCE
Director. MCCE
provides business consulting services in the United
Kingdom. MCCE is wholly owned by MCC. MCCE’s
principal office is located at 10757 South River Front Pkwy, Suite 125,
South Jordan, Utah 84095.
MCCA
Director
and Executive Vice-President. MCCA is an SEC-registered
investment adviser, and provides investment management services to the
Fund. MCCA’s principal office is located at 2727 Allen Parkway,
13
th
Floor, Houston, Texas 77019.
|
United
States of America
|
Name and Business Address
|
Principal Occupation
and Name, Principal Business and
Address
of the Employing
Organizations
|
Citizenship
|
Kenneth
I. Denos
10757
South River Front Pkwy, Suite 125, South Jordan, Utah
84095
|
MCC Global
Chief
Executive Officer and Management Board Director. Mr. Denos owns
8.62% of the voting equity in MCC Global. MCC Global is an
international private equity investment and advisory firm. MCC
Global’s principal office is 10757 South River Front Pkwy, Suite 125,
South Jordan, Utah 84095.
MCC
Chief
Executive Officer and Director. MCC is a wholly owed subsidiary
of MCC Global. MCC’s principal office is located at 10757 South
River Front Pkwy, Suite 125, South Jordan, Utah 84095.
MCCE
Director. MCCE
provides business consulting services in the United
Kingdom. MCCE’s principal office is located at 10757 South
River Front Pkwy, Suite 125, South Jordan, Utah 84095.
MCCA
Chief
Executive Officer and Director. MCCA is an SEC-registered
investment adviser, and provides investment management services to the
Fund. MCCA’s principal office is located at 2727 Allen Parkway,
13th Floor, Houston, TX 77019.
Equus Total Return, Inc.
Chief
Executive Officer and Director. Equus Total Return, Inc. is a
closed-end fund, business development company, and is listed on the New
York Stock Exchange. Equus Total Return’s principal office is
located at 2727 Allen Parkway, 13th Floor, Houston, TX 77019.
|
United
States of America
|
EXHIBIT
B
JOINT FILING
AGREEMENT
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, the undersigned hereby agree to the joint
filing with all other persons signatory below of a statement on Schedule 13D or
any amendments thereto, with respect to the common stock of Equus Total Return,
Inc. and that this Agreement be included as an attachment to such
filing.
This Agreement may be executed in any
number of counterparts each of which shall be deemed an original and all of
which together shall be deemed to constitute one and the same
Agreement.
IN WITNESS WHEREOF, the undersigned
hereby execute this Agreement on April 24, 2009.
MCC
GLOBAL N.V.
By:
/s/ Kenneth I.
Denos*
Name: Kenneth I.
Denos
Title: Chief Executive
Officer
MCC
EUROPE LIMITED
By:
/s/
Kenneth I.
Denos
*
Name: Kenneth I.
Denos
Title: Director
MOORE,
CLAYTON & CO., INC.
By:
/s/
Kenneth I.
Denos
*
Name: Kenneth I.
Denos
Title: Chief
Executive Officer
ANTHONY
R. MOORE
By:
/s/ Anthony R.
Moore*
SHARON
CLAYTON
By:
/s/ Sharon
Clayton*
KENNETH
I. DENOS
By:
/s/ Kenneth I.
Denos*