-----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, IzQpU9Ja0Amz9hUEhNEr5GPoTQDmPASaFqhAgkqDNInUuxmL0OmkMcIKnZNDa0xr hcxKuytMEkRtFNb1CgclBA== 0001011438-08-000415.txt : 20080729 0001011438-08-000415.hdr.sgml : 20080729 20080729143802 ACCESSION NUMBER: 0001011438-08-000415 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080729 DATE AS OF CHANGE: 20080729 GROUP MEMBERS: JOSEPH U. BARTON GROUP MEMBERS: THOMAS U. BARTON GROUP MEMBERS: WHITE ROCK CAPITAL (TX), INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK FABRICS INC CENTRAL INDEX KEY: 0000812906 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 640740905 STATE OF INCORPORATION: DE FISCAL YEAR END: 0703 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-39257 FILM NUMBER: 08975420 BUSINESS ADDRESS: STREET 1: 3406 W MAIN ST CITY: TUPELO STATE: MS ZIP: 38803 BUSINESS PHONE: 6018422834 MAIL ADDRESS: STREET 1: P O BOX 2400 CITY: TUPELO STATE: MS ZIP: 38803-2400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITE ROCK CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001051272 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3131 TURLTE CREEK BLVD CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2149793000 MAIL ADDRESS: STREET 1: 3131 TURTLE CREEK BLVD CITY: DALLAS STATE: TX ZIP: 75219 SC 13G 1 form_sc13g-hancock.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 HANCOCK FABRICS, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE (Title of Class of Securities) 409900107 (CUSIP Number) JULY 9, 2008 (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) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. 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 ("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). Continued on the following page(s) Page 1 of 15 Pages Exhibit Index: Page 11 CUSIP No. 409900107 Page 2 of 15 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) WHITE ROCK CAPITAL MANAGEMENT, L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization TEXAS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,185,000 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,185,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,185,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 6.1% 12 Type of Reporting Person (See Instructions) PN; IA CUSIP No. 409900107 Page 3 of 15 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) WHITE ROCK CAPITAL (TX), INC. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization TEXAS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,185,000 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,185,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,185,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 6.1% 12 Type of Reporting Person (See Instructions) CO; IA CUSIP No. 409900107 Page 4 of 15 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) THOMAS U. BARTON 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 19,500 Shares Beneficially 6 Shared Voting Power Owned By 1,185,000 Each Reporting 7 Sole Dispositive Power Person 19,500 With 8 Shared Dispositive Power 1,185,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,204,500 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 6.2% 12 Type of Reporting Person (See Instructions) IN; IA CUSIP No. 409900107 Page 5 of 15 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) JOSEPH U. BARTON 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 26,500 Shares Beneficially 6 Shared Voting Power Owned By 1,185,000 Each Reporting 7 Sole Dispositive Power Person 26,500 With 8 Shared Dispositive Power 1,185,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,211,500 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 6.2% 12 Type of Reporting Person (See Instructions) IN; IA CUSIP No. 409900107 Page 6 of 15 Pages ITEM 1(A) NAME OF ISSUER: Hancock Fabrics, Inc. (the "Issuer"). ITEM 1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES: One Fashion Way Baldwyn, MS 38824 ITEM 2(A) NAME OF PERSON FILING: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) White Rock Capital Management, L.P., a Texas limited partnership ("White Rock Management"), (ii) White Rock Capital (TX), Inc., a Texas corporation ("White Rock, Inc."), (iii) Thomas U. Barton and (iv) Joseph U. Barton. This statement relates to Shares held for the accounts of (i) White Rock Capital Partners, L.P., a Texas limited partnership ("White Rock Partners"), (ii) certain family limited partnerships and family trusts for which Thomas U. Barton serves as a member of the general partner or as trustee (the "Thomas U. Barton Entities"), and (iii) certain family limited partnerships and family trusts for which Joseph U. Barton serves as a member of the general partner or as trustee (the "Joseph U. Barton Entities"). The general partner of White Rock Partners is White Rock Management, the general partner of which is White Rock, Inc. Thomas U. Barton and Joseph U. Barton are the shareholders of White Rock, Inc. In such capacities, each of Thomas U. Barton and Joseph U. Barton may be deemed to be the beneficial owner of the Shares held for the account of White Rock Partners. In his capacities as a member of the general partner or as trustee, Thomas U. Barton may be deemed to be the beneficial owner of the Shares held for the accounts of the Thomas U. Barton Entities. In his capacities as a member of the general partner or as trustee, Joseph U. Barton may be deemed to be the beneficial owner of the Shares held for the accounts of the Joseph U. Barton Entities. ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address and principal business office of each of White Rock Management, White Rock, Inc., Thomas U. Barton and Joseph U. Barton is 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219. CUSIP No. 409900107 Page 7 of 15 Pages ITEM 2(C) CITIZENSHIP: (i) White Rock Management is a Texas limited partnership; (ii) White Rock, Inc. is a Texas corporation; (iii) Thomas U. Barton is a United States citizen and (iv) Joseph U. Barton is a United States citizen. ITEM 2(D) TITLE OF CLASS OF SECURITIES: Common Stock, $.01 par value per share (the "Shares"). ITEM 2(E) CUSIP NUMBER: 409900107 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS. 240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: This Item 3 is not applicable. ITEM 4. OWNERSHIP: ITEM 4(A) AMOUNT BENEFICIALLY OWNED: As of July 9, 2008, each of the Reporting Persons may be deemed to be the beneficial owner of the following number of Shares: (i) Each of White Rock Management and White Rock, Inc. may be deemed the beneficial owner of 1,185,000 Shares held for the account of White Rock Partners. (ii) Thomas U. Barton may be deemed the beneficial owner of 1,204,500 Shares. This number consists of (1) 1,185,000 Shares held for the account of White Rock Partners, and (2) 19,500 Shares held for the accounts of the Thomas U. Barton Entities. (iii) Joseph U. Barton may be deemed the beneficial owner of 1,211,500 Shares. This number consists of (1) 1,185,000 Shares held for the account of White Rock Partners, and (2) 26,500 Shares held for the accounts of the Joseph U. Barton Entities. ITEM 4(B) PERCENT OF CLASS: (i) The number of Shares of which each of White Rock Management and White Rock, Inc. may be deemed to be the beneficial owner constitutes approximately 6.1% of the total number of Shares outstanding (based upon information provided by the Issuer in its most recent quarterly report on Form 10-Q, there were 19,400,012 Shares outstanding as of May 3, 2008.) (ii) The number of Shares of which Thomas U. Barton may be deemed to be the beneficial owner constitutes approximately 6.2% of the total number of Shares outstanding as described herein. CUSIP No. 409900107 Page 8 of 15 Pages (iii) The number of Shares of which Joseph U. Barton may be deemed to be the beneficial owner constitutes approximately 6.2% of the total number of Shares outstanding as described herein. ITEM 4(C) NUMBER OF SHARES AS TO WHICH THE PERSON HAS: WHITE ROCK MANAGEMENT - --------------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,185,000 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,185,000 WHITE ROCK, INC. - ---------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,185,000 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,185,000 THOMAS U. BARTON - ---------------- (i) Sole power to vote or to direct the vote: 19,500 (ii) Shared power to vote or to direct the vote: 1,185,000 (iii) Sole power to dispose or to direct the disposition of: 19,500 (iv) Shared power to dispose or to direct the disposition of: 1,185,000 JOSEPH U. BARTON - ---------------- (i) Sole power to vote or to direct the vote: 26,500 (ii) Shared power to vote or to direct the vote: 1,185,000 (iii) Sole power to dispose or to direct the disposition of: 26,500 (iv) Shared power to dispose or to direct the disposition of: 1,185,000 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: This Item 5 is not applicable. CUSIP No. 409900107 Page 9 of 15 Pages ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: (i) The partners of White Rock Partners have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by White Rock Partners in accordance with their partnership interests in White Rock Partners. (ii) The partners and beneficiaries of the Thomas U. Barton Entities, including Thomas U. Barton, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the accounts of the Thomas U. Barton Entities. (iii) The partners and beneficiaries of the Joseph U. Barton Entities, including Joseph U. Barton, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the accounts of the Joseph U. Barton Entities. White Rock Partners expressly disclaims beneficial ownership of any Shares held for the accounts of each of the Thomas U. Barton Entities and the Joseph U. Barton Entities. Each of White Rock Management and White Rock, Inc. expressly disclaims beneficial ownership of any Shares held for the accounts of each of the Thomas U. Barton Entities and the Joseph U. Barton Entities. Each of Thomas U. Barton and the Thomas U. Barton Entities expressly disclaims beneficial ownership of any Shares held for the accounts of the Joseph U. Barton Entities. Each of Joseph U. Barton and the Joseph U. Barton Entities expressly disclaims beneficial ownership of any Shares held for the accounts of the Thomas U. Barton Entities. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: This Item 7 is not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: This Item 8 is not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP: This Item 9 is not applicable. ITEM 10. CERTIFICATION: By signing below each signatory certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. 409900107 Page 10 of 15 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: July 29, 2008 WHITE ROCK CAPITAL MANAGEMENT, L.P. By: White Rock Capital (TX), Inc. Its General Partner By: /s/ Paula Storey ---------------------------- Paula Storey Attorney-in-Fact Date: July 29, 2008 WHITE ROCK CAPITAL (TX), INC. By: /s/ Paula Storey ------------------------------------- Paula Storey Attorney-in-Fact Date: July 29, 2008 THOMAS U. BARTON By: /s/ Paula Storey ------------------------------------- Paula Storey Attorney-in-Fact Date: July 29, 2008 JOSEPH U. BARTON By: /s/ Paula Storey ------------------------------------- Paula Storey Attorney-in-Fact CUSIP No. 409900107 Page 11 of 15 Pages EXHIBIT INDEX PAGE NO. A. Joint Filing Agreement, dated as of July 29, 2008, by and among White Rock Capital Management, L.P., White Rock Capital (TX), Inc., Thomas U. Barton and Joseph U. Barton.................. 12 B. Power of Attorney, dated January 31, 2000, granted by Mr. Thomas U. Barton in favor of Paula Storey.......................... 13 C. Power of Attorney, dated January 31, 2000, granted by Mr. Joseph U. Barton in favor of Paula Storey................................. 14 D. Power of Attorney, dated January 31, 2000, granted by White Rock Capital (TX), Inc., in favor of Paula Storey....................... 15 CUSIP No. 409900107 Page 12 of 15 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, par value $0.01 per share, of Hancock Fabrics, Inc., dated as of July 29, 2008, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: July 29, 2008 WHITE ROCK CAPITAL MANAGEMENT, L.P. By: White Rock Capital (TX), Inc. Its General Partner By: /s/ Paula Storey ---------------------------- Paula Storey Attorney-in-Fact Date: July 29, 2008 WHITE ROCK CAPITAL (TX), INC. By: /s/ Paula Storey ------------------------------------- Paula Storey Attorney-in-Fact Date: July 29, 2008 THOMAS U. BARTON By: /s/ Paula Storey ------------------------------------- Paula Storey Attorney-in-Fact Date: July 29, 2008 JOSEPH U. BARTON By: /s/ Paula Storey ------------------------------------- Paula Storey Attorney-in-Fact CUSIP No. 409900107 Page 13 of 15 Pages EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, THOMAS U. BARTON, hereby make, constitute and appoint PAULA STOREY, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as President of, or in other capacities with White Rock Capital (TX), Inc., all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 31st day of January 2000. /s/ Thomas U. Barton --------------------------------- THOMAS U. BARTON CUSIP No. 409900107 Page 14 of 15 Pages EXHIBIT C POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, JOSEPH U. BARTON, hereby make, constitute and appoint PAULA STOREY, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity, or (b) in my capacity as Secretary or Treasurer of, or in other capacities with White Rock Capital (TX), Inc., all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 31st day of January 2000. /s/ Joseph U. Barton ------------------------------------ JOSEPH U. BARTON CUSIP No. 409900107 Page 15 of 15 Pages EXHIBIT D POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned White Rock Capital (TX), Inc., a corporation organized and existing under the laws of the state of Texas (the "Company"), hereby designates, constitutes and appoints PAULA STOREY, acting individually, as its true and lawful agent and attorney-in-fact, to execute and deliver, in the name and on behalf of the undersigned, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. IN WITNESS WHEREOF, this instrument is executed as of the 31st day of January 2000. WHITE ROCK CAPITAL (TX), INC. /s/ Thomas U. Barton ------------------------------------------ Thomas U. Barton -----END PRIVACY-ENHANCED MESSAGE-----