-----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, Dj+N1vJ6LVcMC4xLbUnvW7JLTNKeLFpZd8FGBYBIFHaD/De1DkKzTQAv43EVPk/0 zCGbEITXfeYX3jQ59PQJiQ== 0000919574-10-001094.txt : 20100216 0000919574-10-001094.hdr.sgml : 20100215 20100216094458 ACCESSION NUMBER: 0000919574-10-001094 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FROZEN FOOD EXPRESS INDUSTRIES INC CENTRAL INDEX KEY: 0000039273 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 751301831 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-15652 FILM NUMBER: 10602788 BUSINESS ADDRESS: STREET 1: 1145 EMPIRE CENTRAL PLACE CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146308090 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAWKSHAW CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001378035 IRS NUMBER: 680536520 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 400 MADISON AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-207-3909 MAIL ADDRESS: STREET 1: 400 MADISON AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Hawkshaw Capital Management, LLC DATE OF NAME CHANGE: 20061012 SC 13G/A 1 d1071066_13ga.htm FROZEN FOOD EXPRESS d1071066_13ga.htm

 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*


Frozen Food Express Industries, Inc.
(Name of Issuer)


Common Stock, par value $1.50 per share
(Title of Class of Securities)


359360104
(CUSIP Number)


December 31, 2009
(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).

 
 
 


CUSIP No
359360104
    

     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Hawkshaw Capital Management, LLC
  
     
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
  
     
 
Delaware
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
2,022,798
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
2,022,798
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
2,022,798
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
11.8%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
     
 
IA, OO
  

 
 
 


CUSIP No
359360104
    

     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Hawkshaw Capital Partners, LP
  
     
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
  
     
 
Delaware
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
860,122
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
860,122
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
860,122
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
4.99%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
     
 
PN
  
 
 

 
CUSIP No
359360104
    

     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Kian Ghazi
  
     
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 of America
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
2,022,798
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
2,022,798
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
2,022,798
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
11.8%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
     
 
IN
  
 
 
 
CUSIP No
359360104
    
       
Item 1.
(a).
Name of Issuer:
  
       
   
Frozen Food Express Industries, Inc.
  
       
 
(b).
Address of Issuer's Principal Executive Offices:
  
       
   
1145 Empire Central Place
Dallas, TX  75247
  
       
Item 2.
(a).
Name of Person Filing:
  
       
   
Hawkshaw Capital Management, LLC
Hawkshaw Capital Partners, LP
Kian Ghazi
  
       
 
(b).
Address of Principal Business Office, or if None, Residence:
  
       
   
Hawkshaw Capital Management, LLC
400 Madison Avenue, 14th Floor
New York, NY 10017
 
Hawkshaw Capital Partners, LP
c/o Hawkshaw Capital Management, LLC
400 Madison Avenue, 14th Floor
New York, NY 10017
 
Kian Ghazi
c/o Hawkshaw Capital Management, LLC
400 Madison Avenue, 14th Floor
New York, NY 10017
  
       
 
(c).
Citizenship:
  
       
   
Hawkshaw Capital Management, LLC – Delaware
Hawkshaw Capital Partners, LP - Delaware
Kian Ghazi – United States of America
  
       
 
(d).
Title of Class of Securities:
  
       
   
Common Stock, par value $1.50 per share
  
       
 
(e).
CUSIP Number:
  
       
   
359360104
  
       
Item 3.
  
If this Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
  
       
 
(a)
[_]
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).
       
 
(b)
[_]
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
       
 
 
 
 
(c)
[_]
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
       
 
(d)
[_]
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
 
(e)
[X]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
       
 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
       
 
(g)
[_]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
       
 
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
       
 
(i)
[_]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
 
(j)
[_]
Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

Item 4.
Ownership.
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   
 
(a)
Amount beneficially owned:
     
   
Hawkshaw Capital Management, LLC – 2,022,798
Hawkshaw Capital Partners, LP – 860,122
Kian Ghazi – 2,022,798
     
 
(b)
Percent of class:
     
   
Hawkshaw Capital Management, LLC – 11.8%
Hawkshaw Capital Partners, LP – 4.99%
Kian Ghazi – 11.8%
     
 
(c)
Number of shares as to which Hawkshaw Capital Management, LLC has:
     
   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
2,022,798
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
2,022,798
.
     
 
 
 
 
    Number of shares as to which Hawkshaw Capital Partners, LP has: 
     
   
(i)
Sole power to vote or to direct the vote
 0 , 
   
 
      
    (ii)
Shared power to vote or to direct the vote
  860,122 , 
   
 
      
   
(iii)
Sole power to dispose or to direct the disposition of
  0 ,
           
   
(iv)
Shared power to dispose or to direct the disposition of
  860,122 .
     
    Number of shares as to which Kian Ghazi has: 
     
   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
2,022,798
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
2,022,798
.

Item 5.
Ownership of Five Percent or Less of a Class.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
 
 
Instruction:  Dissolution of a group requires a response to this item.
   
 
Hawkshaw Capital Partners, LP-4.99%
 
As of March 6, 2009, Frank C. Byrd III is no longer a beneficial owner of the securities reported herein by virtue of the fact that as of such date he ceased to be a managing member of Hawkshaw Capital Management, LLC.
   
Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.
   
 
If any 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
 
N/A
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
   
 
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
N/A
   
 
 
 
 
Item 8.
Identification and Classification of Members of the Group.
   
 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
 
 
N/A
   
Item 9.
Notice of Dissolution of Group.
   
 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
N/A
   
Item 10.
Certification.
 
 
By signing below I certify that, to the best of my 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.


 
 
 


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.


 
February 16, 2010
 
Date
   

Hawkshaw Capital Management, LLC

By: /s/ Kian Ghazi                   
Name: Kian Ghazi
Title: Managing Member

Hawkshaw Capital Partners, LP
By:  Hawkshaw Capital Holdings, LLC, its general partner

By:  /s/ Kian Ghazi                  
Name:  Kian Ghazi
Title:  Managing Member
 



/s/ Kian Ghazi                          
Kian Ghazi





The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).


 
 
 

Exhibit A
AGREEMENT

The undersigned agree that this Schedule 13G dated February 16, 2010 relating to the Common Stock, $1.50 par value of Frozen Food Express Industries, Inc. shall be filed on behalf of the undersigned.





 
February 16, 2010
 
Date
   

Hawkshaw Capital Management, LLC

By: /s/ Kian Ghazi                   
Name: Kian Ghazi
Title: Managing Member

Hawkshaw Capital Partners, LP
By:  Hawkshaw Capital Holdings, LLC, its general partner

By:  /s/ Kian Ghazi                 
Name:  Kian Ghazi
Title:  Managing Member


/s/ Kian Ghazi                          
Kian Ghazi










SK 21676 0006 1071066
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