-----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, PntCebPJEmqKe6si22MoCleRT57JXgg1zWfdacmeH7p/lXZQG4KzCay6yedd2B/e zs4erTCoUph2uTD9t8I6rQ== 0000897423-98-000155.txt : 19980717 0000897423-98-000155.hdr.sgml : 19980717 ACCESSION NUMBER: 0000897423-98-000155 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980716 SROS: NYSE GROUP MEMBERS: NEWCASTLE PARTNERS, L.P. GROUP MEMBERS: SANDERA PARTNERS L P GROUP MEMBERS: SANDERA PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL HOUSEWARES CORP CENTRAL INDEX KEY: 0000040643 STANDARD INDUSTRIAL CLASSIFICATION: NONFERROUS FOUNDRIES (CASTINGS) [3360] IRS NUMBER: 410919772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-14327 FILM NUMBER: 98667159 BUSINESS ADDRESS: STREET 1: P O BOX 4066 1536 BEECH STREET CITY: TERRE HAUTE STATE: IN ZIP: 47804 BUSINESS PHONE: 8122321000 MAIL ADDRESS: STREET 2: P O BOX 4066 1536 BEECH STREET CITY: TERRE HAUTE STATE: IN ZIP: 47804 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDERA PARTNERS L P CENTRAL INDEX KEY: 0001057508 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1601 ELM STREET 4000 THANKSGIVING TOWER CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147201608 SC 13D/A 1 GENERAL HOUSEWARES CORP., SCHED. 13D, AMEND. NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* General Housewares Corp. (Name of Issuer) Common Stock, par value $.33-1/3 (Title of Class of Securities) 370073108 (Cusip Number) John A. (Pete) Bricker, Jr. 1601 Elm Street, Suite 4000 Dallas, Texas 75201 (214)720-1688 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 14, 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 420,099 shares, which constitutes approximately 11.0% of the total number of shares outstanding, based on 3/31/98 outstanding of 3,818,303 (the number of shares reported as "outstanding" on the cover page of the Company's First Quarter Form 10-Q is not being used as it apparently includes treasury shares). 1. Name of Reporting Person: Sandera Partners, 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 (See Item 3) 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: -0- Number of Shares Beneficially 8. Shared Voting Power: 415,099 Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 415,099 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 415,099 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 10.9% 14. Type of Reporting Person: PN 1. Name of Reporting Person: Newcastle Partners, 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 (See Item 3) 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: -0- Number of Shares Beneficially 8. Shared Voting Power: 5,000 Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 5,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.1% 14. Type of Reporting Person: PN Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated April 8, 1998, as amended by Amendment No. 1 dated May 15, 1998, and as amended by Amendment No. 2 dated June 8, 1998 (the "Schedule 13D"), relating to the Common Stock, par value $.33-1/3 per share (the "Stock"), of General Housewares Corp. Unless otherwise indicated, all defined terms used herein shall have the same meanings respectively ascribed to them in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended and restated in its entirety as follows: (a) Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), this Schedule 13D Statement is hereby filed by Sandera Partners, L.P., a Texas limited partnership ("Sandera") and Newcastle Partners, L.P., a Texas limited partnership ("Newcastle"). Additionally, pursuant to Instruction C to Schedule 13D, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): Sandera Capital Management, L.P., a Texas limited partnership ("SCM"), Sandera Capital, L.L.C., a Texas limited liability company ("Capital"), John A. (Pete) Bricker, Jr. ("Bricker"), Clark K. Hunt (C. Hunt), Mark E. Schwarz ("Schwarz"), Hunt Financial Partners, L.P., a Texas limited partnership ("Hunt Financial"), Hunt Financial Group, L.L.C., a Delaware limited liability company ("Hunt Group"), J.R. Holland, Jr. ("Holland"), and Lamar Hunt, ("L. Hunt"). The Reporting Persons and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons." (b)-(c) Reporting Persons Sandera Sandera is a Texas limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. The principal address of Sandera, which also serves as its principal office, is 1601 Elm Street, Suite 4000, Dallas, Texas 75201. Newcastle Newcastle is a Texas limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. The principal address of Newcastle, which also serves as its principal office, is 4650 Cole Avenue, Suite 331, Dallas, Texas 75205. Controlling Persons Pursuant to Instruction C to Schedule 13D of the Act, information with respect to the Controlling Persons is set forth below. The principal address of each Controlling Person, which also serves as its principal office, is 1601 Elm Street, Suite 4000, Dallas, Texas 75201. SCM is a Texas limited partnership, the principal business of which is serving as the general partner of the Reporting Person and activities related thereto. Capital is a Texas limited liability company, the principal business of which is serving as the general partner of SCM and activities related thereto. Bricker, C. Hunt and Schwarz are the Managers of Capital; and Bricker (President) and C. Hunt (Vice-President and Secretary) are its principal officers. Bricker's principal occupation or employment is serving as the President of Capital. The principal occupation of each of C. Hunt and Schwarz is financial management. Schwarz is also the sole general partner of Newcastle. Hunt Financial is a Texas limited partnership, the principal business of which is financial management. Hunt Group is a Delaware limited liability company, the principal business of which is serving as the general partner of Hunt Financial and activities related thereto. Holland, C. Hunt and L. Hunt are the Managers of the Hunt Group; and Holland (President) and C. Hunt (Vice-President)are its principal officers. The principal occupation or employment of each of Holland and L. Hunt is financial management. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and restated in its entirety as follows: The source and amount of the funds used or to be used by the Reporting Persons to purchase the shares is set forth below. SOURCE OF FUNDS AMOUNT OF FUNDS Sandera Working Capital (1) $ 4,309,656.70 Newcastle Working Capital (1) $ 48,300.00 (1) As used herein the term "Working Capital" includes income from the business operations of the entity plus sums borrowed from, among other sources, banks and brokerage firm margin accounts, to operate such business in general. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety as follows: (a) Reporting Persons Sandera Pursuant to Rule 13d-3(a), Sandera is the beneficial owner of 415,099 shares of the Stock, which constitutes approximately 10.9% of the 3,818,303 shares of the Stock outstanding. Newcastle Pursuant to Rule 13d-3(a), Newcastle is the beneficial owner of 5,000 shares of the Stock, which constitutes approximately 0.1% of the 3,818,303 shares of the Stock outstanding. Controlling Persons Each of (1) SCM, as the sole general partner of Sandera and (2) Capital, as the sole general partner of SCM, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 415,099 shares of the Stock, which constitutes approximately 10.9% of the 3,818,303 shares of the Stock outstanding. In their capacities as controlling persons of Capital, each of Bricker and C. Hunt may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 415,099 shares of the Stock, which constitutes approximately 10.9% of the 3,818,303 shares of the Stock outstanding. In his capacity as a controlling person of Capital and as the sole general partner of Newcastle, Schwarz may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 415,099 and 5,000 shares of the Stock, respectively, which constitutes approximately 11.0% of the 3,818,303 shares of the Stock outstanding. Each of (1) Hunt Financial, as the majority equity owner of Capital, and Hunt Group, as the sole general partner of Hunt Financial, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 415,099 shares of the Stock, which constitutes approximately 10.9% of the 3,818,303 shares of the Stock outstanding. In their capacities as controlling persons of Hunt Group, each of (1) C. Hunt, (2) Holland, and (3) L. Hunt, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 415,099 shares of the Stock, which constitutes approximately 10.9% of the 3,818,303 shares of the Stock outstanding. 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 Sandera Acting through its general partner, SCM, Sandera has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 415,099 shares of the Stock. Newcastle Acting through its general partner, Schwarz, Newcastle has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 5,000 shares of the Stock. Controlling Persons Acting through its general partner, Capital, SCM has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 415,099 shares of the Stock. In their capacities as controlling persons of Capital, each of (1) Bricker and (2) C. Hunt has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 415,099 shares of the Stock. In his capacity as a controlling person of Capital and as the sole general partner of Newcastle, Schwarz has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 420,099 shares of the Stock. Each of (1) Hunt Financial, as the majority equity owner of Capital, and (2) Hunt Group, as the sole general partner of Hunt Financial, has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 415,099 shares of the Stock. In their capacities as controlling persons of Hunt Group, each of (1) C. Hunt, (2) Holland, and (3) L. Hunt has the shared power to vote or to direct the vote and to dispose or direct the disposition of 415,099 shares of the Stock. (c) Since the last Schedule 13D filing, the Reporting Persons have purchased shares of the Stock in open market transactions on the New York Stock Exchange as follows: REPORTING NUMBER OF PRICE PER PERSON DATE SHARES SHARE Newcastle 07/10/98 500 $ 9.62 Newcastle 07/10/98 1,000 $ 9.62 Newcastle 07/10/98 1,000 $ 9.69 Newcastle 07/10/98 1,000 $ 9.69 Newcastle 07/10/98 1,000 $ 9.69 Newcastle 07/14/98 500 $ 9.62 Sandera 07/14/98 39,500 $ 9.55 (d) Not applicable. (e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), previously filed. Exhibit 99.2 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith. 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 16, 1998 SANDERA PARTNERS, L.P. By: Sandera Capital Management, L.P., its general partner By: Sandera Capital, L.L.C., its general partner By: /s/ John A. Bricker, Jr. John A. (Pete) Bricker, Jr., President NEWCASTLE PARTNERS, L.P. By: /s/ Mark E. Schwarz Mark E. Schwarz, general partner EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), previously filed. 99.2 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), filed herewith. EX-99.2 2 JOINT FILING AGREEMENT AND POWER OF ATTORNEY FOR SCHED. 13D Exhibit 99.2 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 Thomas W. Briggs, John A. (Pete) Bricker and Shawn T. Wells, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstition, 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 General Housewares Corp. 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 16, 1998 NEWCASTLE PARTNERS, L.P. By: /s/ Mark E. Schwarz Mark E. Schwarz, general partner -----END PRIVACY-ENHANCED MESSAGE-----