-----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, QtbOxiQfxNm1TL9C1F55OajfGAvaYo11Gl2CGTvla8Knb9KOH0mYhupPKLrpGjwn 5utBq9ro77Y4C5jYe2+Zzg== 0000897423-98-000157.txt : 19980721 0000897423-98-000157.hdr.sgml : 19980721 ACCESSION NUMBER: 0000897423-98-000157 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980720 SROS: NASD GROUP MEMBERS: LEE M. BASS GROUP MEMBERS: PORTFOLIO II INVESTORS LP GROUP MEMBERS: PORTFOLIO II INVESTORS, L.P. GROUP MEMBERS: SID R. BASS GROUP MEMBERS: THE BASS MANAGEMENT TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAWTHORNE FINANCIAL CORP CENTRAL INDEX KEY: 0000046267 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 952085671 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-08281 FILM NUMBER: 98668383 BUSINESS ADDRESS: STREET 1: 2381 ROSECRANS AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107255000 MAIL ADDRESS: STREET 1: 2381 ROSECRANS AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PORTFOLIO II INVESTORS LP CENTRAL INDEX KEY: 0001065941 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 3200 CITY: FORTWORTH STATE: TX ZIP: 76102 MAIL ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D 1 HAWTHORNE FINANCIAL CORPORATION SCHED. 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. )* Hawthorne Financial Corporation (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 420542R02 (Cusip Number) W. Robert Cotham 201 Main Street, Suite 2600 Fort Worth, Texas 76102 (817) 390-8400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 8, 1998 (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 Rule 13d-1(b)(3) or (4), check the following box [ ]. *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). **The total number of shares reported herein is 451,225 shares, which constitutes approximately 8.7% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 5,182,796 shares outstanding. 1. Name of Reporting Person: Portfolio II Investors, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC 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 7. Sole Voting Power: 315,500 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 315,500 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 315,500 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 6.1% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, Portfolio Genpar, L.L.C. 1. Name of Reporting Person: The Bass Management Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 39,919 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 39,919 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 39,919 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.8% 14. Type of Reporting Person: 00 - Trust - ---------- (1) Power is exercised through its sole trustee, Perry R. Bass 1. Name of Reporting Person: Sid R. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: PF 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 47,903 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 47,903 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 47,903 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.9% 14. Type of Reporting Person: IN 1. Name of Reporting Person: Lee M. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: PF 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 47,903 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 47,903 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 47,903 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.9% 14. Type of Reporting Person: IN Item 1. SECURITY AND ISSUER. This statement relates to shares of Common Stock, par value $0.01 per share (the "Stock"), of Hawthorne Financial Corporation (the "Issuer"). The principal executive offices of the Issuer are located at 2381 Rosecrans Ave. 2nd Floor, El Segundo, California 90245. Item 2. IDENTITY AND BACKGROUND. (a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby file this Schedule 13D Statement on behalf of Portfolio II Investors, L.P., a Delaware limited partnership ("PII"), The Bass Management Trust ("BMT"), Sid R. Bass ("SRB") and Lee M. Bass ("LMB"). PII, BMT, SRB and LMB are sometimes hereinafter collectively referred to as the "Reporting Persons." Additionally, pursuant to Instruction C to Schedule 13D, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): Trinity I Fund, L.P., a Delaware limited partnership ("TIF"), TF Investors, L.P., a Delaware limited partnership ("TFI"), Trinity Capital Management, Inc., a Delaware corporation ("TCM"), Thomas M. Taylor ("TMT"), Portfolio Genpar, L.L.C., a Delaware limited liability company ("PG"), Perry R. Bass ("PRB") and Nancy L. Bass ("NLB"). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists. (b)-(c) PII PII is a Delaware limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. The principal business address of PII, which also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to PG, the sole general partner of PII, is set forth below. PG PG is a Delaware limited liability company, the principal business of which is serving as the sole general partner of PII and other affiliated limited partnerships. The principal business address of PG, which also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or business address, and present principal occupation or employment of each director, executive officer and controlling person (in addition to TIF) of PG are as follows: RESIDENCE OR PRINCIPAL OCCUPATION NAME BUSINESS ADDRESS OR EMPLOYMENT Thomas M. Taylor 201 Main Street President of Thomas Suite 3200 M. Taylor & Co. Fort Worth, Texas 76102 ("Taylor & Co.") W. R. Cotham 201 Main Street Vice President/ Suite 2600 Controller of Fort Worth, Texas 76102 BEPCO (as defined below) Taylor & Co. is a Texas corporation, the principal business of which is the rendering of investment consulting services to third parties. The principal business address of Taylor & Co., which also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. BMT BMT is a revocable grantor trust established pursuant to the Texas Trust Act. The principal business address of BMT, which also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to PRB, one of the Trustors and the sole Trustee of BMT, and NLB, the other Trustor of BMT, is as follows: RESIDENCE OR PRINCIPAL OCCUPATION NAME BUSINESS ADDRESS OR EMPLOYMENT PRB 201 Main Street, President of Perry R. Bass, Inc. Suite 2700 ("PRB, Inc.") Fort Worth, Tx. 76102 NLB 45 Westover Road Not presently employed. Fort Worth, Tx. 76107 PRB, Inc. is a Texas corporation, the principal businesses of which are ranching and the exploration for and production of hydrocarbons. The principal business address of PRB, Inc., which also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. SRB SRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas 76102, and his present principal occupation or employment at such address is serving as President of Sid R. Bass, Inc. ("SRB, Inc."). SRB, Inc. is a Texas corporation. SRB, Inc.'s principal businesses are the ownership and operation of oil and gas properties (through Bass Enterprises Production Co. ("BEPCO")), the ownership and operation of gas processing plants and carbon black plants (through various partnerships), farming and ranching, investing in marketable securities and real estate investment and development. The principal business address of SRB, Inc., which also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. BEPCO is a Texas corporation, the principal business of which is oil exploration and drilling and producing hydrocarbons. The principal address of BEPCO, which also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. LMB LMB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas 76102, and his present principal occupation or employment at such address is serving as President of Lee M. Bass, Inc. ("LMB, Inc."). LMB, Inc. is a Texas corporation. LMB, Inc.'s principal businesses are the ownership and operation of oil and gas properties (through BEPCO), the ownership and operation of gas processing plants and carbon black plants (through various partnerships), farming and ranching, investing in marketable securities and real estate investment and development. The principal business address of LMB, Inc., which also serves as its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. TIF TIF is a Delaware limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. The principal business address of TIF, which also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to TFI, the sole general partner of TIF, is set forth below. TFI TFI is a Delaware limited partnership, the principal business of which is serving as the sole general partner of TIF. The principal business address of TFI, which also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to TCM, the sole general partner of TFI, is set forth below. TCM TCM is a Delaware corporation, the principal business of which is serving as the sole general partner of TFI. The principal business address of TCM, which also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or business address, and present principal occupation or employment of each director, executive officer and controlling person of TCM are as follows: RESIDENCE OR PRINCIPAL OCCUPATION NAME BUSINESS ADDRESS OR EMPLOYMENT Thomas M. Taylor See answers above. See answers above. W. R. Cotham See answers above. See answers above. TMT See answers above. (d) None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the entities or persons identified in this Item 2 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. (f) All of the natural persons identified in this Item 2 are citizens of the United States of America. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source and amount of the funds used or to be used by the Reporting Persons to purchase shares of the Stock are as follows: REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS PII Working Capital (1) $ 4,733,540.00 BMT Trust Funds (2) $ 395,625.00 SRB Personal Funds (3) $ 474,750.00 LMB Personal Funds (3) $ 474,750.00 (1) As used herein, the term "Working Capital" includes income from the business operations of the entity plus sums borrowed from banks and brokerage firm margin accounts to operate such business in general. None of the funds reported herein as "Working Capital" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. (2) As used herein, the term "Trust Funds" includes income from the various investments of the trust plus sums borrowed from banks and brokerage firm margin accounts for general purposes. None of the funds reported herein as "Trust Funds" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. (3) As used herein, the term "Personal Funds" may include sums borrowed from banks and brokerage firm margin accounts, none of which were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. Item 4. PURPOSE OF TRANSACTION. The Reporting Persons acquired and continue to hold the shares of the Stock reported herein for investment purposes. Consistent with such purposes, the Reporting Persons have had, and expect to continue to have, discussions with management of the Issuer concerning various operational and financial aspects of the Issuer's business. The Reporting Persons also may, in the future, have discussions with management and other shareholders of the Issuer concerning various ways of maximizing long-term shareholder value. The Reporting Persons remain, however, supportive of Management's efforts to enhance shareholder value. Depending on market conditions and other factors that each of the Reporting Persons may deem material to its investment decision, such Reporting Person may purchase additional shares of the Stock in the open market or in private transactions. Depending on these same factors, such Reporting Person may sell all or a portion of the shares of the Stock that it now owns or hereafter may acquire on the open market or in private 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 actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Reporting Persons PII The aggregate number of shares of the Stock that PII owns beneficially, pursuant to Rule 13d-3 of the Act, is 315,500, which constitutes approximately 6.1% of the outstanding shares of the Stock. BMT The aggregate number of shares of the Stock that BMT owns beneficially, pursuant to Rule 13d-3 of the Act, is 39,919, which constitutes approximately 0.8% of the outstanding shares of the Stock. SRB The aggregate number of shares of the Stock that SRB owns beneficially, pursuant to Rule 13d-3 of the Act, is be 47,903, which constitutes approximately 0.9% of the outstanding shares of the Stock. LMB The aggregate number of shares of the Stock that LMB owns beneficially, pursuant to Rule 13d-3 of the Act, is 47,903, which constitutes approximately 0.9% of the outstanding shares of the Stock. Controlling Persons TIF Because of its position as the sole member of PG, which is the sole general partner of PII, TIF may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 315,500 shares of the Stock, which constitutes approximately 6.1% of the outstanding shares of the Stock. TFI Because of its position as the sole general partner of TIF, which is the sole member of PG, which is the sole general partner of PII, TFI may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 315,500 shares of the Stock, which constitutes approximately 6.1% of the outstanding shares of the Stock. TCM Because of its position as the sole general partner of TFI, which is the sole general partner of TIF, which is the sole member of PG, which is the sole general partner of PII, TCM may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 315,500 shares of the Stock, which constitutes approximately 6.1% of the outstanding shares of the Stock. TMT Because of his position as the President and sole stockholder of TCM, which is the sole general partner of TFI, which is the sole general partner of TIF, which is the sole member of PG, which is the sole general partner of PII, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 315,500 shares of the Stock, which constitutes approximately 6.1% of the outstanding shares of the Stock. PG Because of its position as the sole general partner of PII, PG may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 315,500 shares of the Stock, which constitutes approximately 6.1% of the outstanding shares of the Stock. PRB Because of his positions as sole trustee and as a trustor of BMT, PRB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 39,919 shares of the Stock, which constitutes approximately 0.8% of the outstanding shares of the Stock. NLB Because of her position as a trustor of BMT, NLB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 39,919 shares of the Stock, which constitutes approximately 0.8% of the outstanding shares of the Stock. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (b) Reporting Persons PII Acting through its sole general partner, PII has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 315,500 shares of the Stock. BMT Acting through its Trustee, BMT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 39,919 shares of the Stock. SRB SRB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 47,903 shares of the Stock. LMB LMB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 47,903 shares of the Stock. Controlling Persons TIF As the sole member of PG, which is the sole general partner of PII, TIF has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 315,500 shares of the Stock. TFI As the sole general partner of TIF, which is the sole member of PG, which is the sole general partner of PII, TFI has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 315,500 shares of the Stock. TCM As the sole general partner of TFI, which is the sole general partner of TIF, which is the sole member of PG, which is the sole general partner of PII, TCM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 315,500 shares of the Stock. TMT As the President and sole stockholder of TCM, which is the sole general partner of TFI, which is the sole general partner of TIF, which is the sole member of PG, which is the sole general partner of PII, TMT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 315,500 shares of the Stock. PG As the sole general partner of PII, PG has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 315,500 shares of the Stock. PRB In his capacity as Trustee of BMT, PRB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 39,919 shares of the Stock. NLB NLB has no power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock. (c) During the past 60 days, the Reporting Persons have purchased shares of the Stock in transactions on the NASDAQ, as follows: REPORTING NO. OF SHARES PRICE PER PERSON DATE PURCHASED SHARE PII 07/07/98 314,500 $ 15.00 PII 07/08/98 1,000 16.04 Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in shares of the Stock during the past 60 days. (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Stock owned by such Reporting Person. (e) Not Applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. BMT, LMB and the Sid R. Bass Management Trust ("SRBMT") (an affiliate of SRB) also hold 220,000, 264,000 and 264,000 Stock warrants (the "Warrants"), respectively. The Warrants may be exercised on or after December 11, 1998 and will expire on December 11, 2005 (the "Expiration Date"), provided that the Warrants may be exercised in whole or in part prior to December 11, 1998 in connection with or following a Change in Control of the Issuer, as defined in the Warrants. Each Warrantholder has the right to purchase from the Issuer one share of Stock per Warrant (subject to adjustment pursuant to the terms of the Warrants) at a price of $2.25 per share (subject to adjustment pursuant to the terms of the Warrants, the "Exercise Price"). The Issuer's recent public offering of its Stock has resulted in a decrease in the Exercise Price to approximately $2.13 per share and an increase of 12,610, 15,132 and 15,132 shares of Stock which may be acquired upon the exercise of such Warrants by BMT, LMB and SRBMT, respectively. Future issuances of Common Stock and other events may result in further adjustments to the Exercise Price and number of shares underlying the Warrants under the terms and conditions set forth in the Warrants. In addition, BMT, LMB and SRBMT have entered into a Registration Rights Agreement with the Issuer pursuant to which the Issuer is required to register under the Securities Act the Stock underlying the Warrants on or before October 12, 1998. Thereafter, subject to certain conditions, BMT, SRB and LMB also have the right to demand the registration of the 39,919, 47,903 and 47,903 shares of Stock that they currently hold. The Registration Rights Agreement also contains further customary terms and conditions, including certain piggy-back registration rights. The foregoing summaries of the Warrants and the Registration Rights Agreement are qualified in their entirety by reference to the complete text of the Warrants and Registration Rights Agreement, which are incorporated herein by reference as exhibits. Except as set forth herein or in the Exhibits filed or to be filed herewith, there are no contracts, arrangements, understandings or relationships with respect to the shares of the Stock owned by the Reporting Persons. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), filed herewith. Exhibit 99.2 -- Registration Rights Agreement dated October 11, 1995 (incorporated by reference to Exhibit 1 to the Issuer's Form 8-K dated February 7, 1996). Exhibit 99.3 -- Form of Warrant dated December 12, 1995 (incorporated by reference to Exhibit 1 to the Issuer's Form 8-K dated February 7, 1996). 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: July 20, 1998 PORTFOLIO II INVESTORS, L.P., a Delaware limited partnership By: PORTFOLIO GENPAR, L.L.C. a Delaware limited liability company, General Partner By: /s/ W. R. Cotham W. R. Cotham, Vice President /s/ W. R. Cotham W. R. Cotham, Attorney-in-Fact for: THE BASS MANAGEMENT TRUST (1) SID R. BASS (2) LEE M. BASS (3) (1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of The Bass Management Trust previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Sid R. Bass previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Lee M. Bass previously has been filed with the Securities and Exchange Commission. EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), filed herewith. 99.2 Registration Rights Agreement dated October 11, 1995 (incorporated by reference to Exhibit 1 to the Issuer's Form 8-K dated February 7, 1996). 99.3 Form of Warrant dated December 12, 1995 (incorporated by reference to Exhibit 1 to the Issuer's Form 8-K dated February 7, 1996). EX-99.1 2 JOINT FILING AGRMT AND POWER OF ATTORNEY FOR SCHED. 13D Exhibit 99.1 1. Joint Filing. Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. 2. Power of Attorney. Know all persons by these presents that each person whose signature appears below constitutes and appoints W. Robert Cotham, Mark L. Hart, Jr. and William P. Hallman, Jr., and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments to the Schedule 13D and any reports filed pursuant to Section 16 of the Securities Exchange Act of 1934, filed on behalf of each of them with respect to their beneficial ownership of Hawthorne Financial Corporation, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or such person or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. DATED: July 20, 1998 PORTFOLIO II INVESTORS, L.P., a Delaware limited partnership By: PORTFOLIO GENPAR, L.L.C. a Delaware limited liability company, General Partner By: /s/ W. R. Cotham W. R. Cotham, Vice President /s/ W. R. Cotham W. R. Cotham, Attorney-in-Fact for: THE BASS MANAGEMENT TRUST (1) SID R. BASS (2) LEE M. BASS (3) (1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of The Bass Management Trust previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Sid R. Bass previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Lee M. Bass previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----