-----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, ROsgCds0Z1j0JPdpQlPjEaHfC7GKusdx71zAMznm7o4zZ7ZMdJO7a7oEerLk6XMo UqOzw3EIcrMKQGHY7gYH2A== 0001209191-05-004429.txt : 20050124 0001209191-05-004429.hdr.sgml : 20050124 20050124170818 ACCESSION NUMBER: 0001209191-05-004429 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050121 FILED AS OF DATE: 20050124 DATE AS OF CHANGE: 20050124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOFF JOHN C CENTRAL INDEX KEY: 0001040463 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09828 FILM NUMBER: 05545139 BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVE., 9TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 8173362500 MAIL ADDRESS: STREET 1: 500 COMMERCE STREET CITY: FORTH WORTH STATE: TX ZIP: 76102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GAINSCO INC CENTRAL INDEX KEY: 0000786344 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 751617013 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1445 ROSS AVENUE, SUITE 5300 CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 214-647-0415 MAIL ADDRESS: STREET 1: 1445 ROSS AVENUE, SUITE 5300 STREET 2: P.O. BOX 2933, FORT WORTH, TX 76113 CITY: DALLAS STATE: TX ZIP: 75202 4 1 bod21869_bod1jcg.xml MAIN DOCUMENT DESCRIPTION X0202 4 2005-01-21 0000786344 GAINSCO INC GNAC 0001040463 GOFF JOHN C 777 MAIN STREET SUITE 2250 FORT WORTH TX 76102 1 0 1 0 Common Stock 2005-01-21 4 P 0 19125612 A 20189612 I Limited Partnership Series C Redeemable Preferred Stock 2005-01-21 4 S 0 3000 D 0 I Limited Partnership Series A Convertible Preferred Stock 5.10 2005-01-21 4 S 0 13500 D Common Stock 2647059 18120 I Limited Partnership Series B Warrant (right to purchase Common Stock) 2.5875 2005-01-21 4 S 0 1 D 2006-10-04 Common Stock 1550000 0 I Limited Partnership Series B Warrant (right to purchase Common Stock) 2.5875 2005-01-21 4 P 0 1 A 2011-01-01 Common Stock 1550000 1 I Limited Partnership Goff Moore Strategic Partners, L.P. ("GMSP") disposed of 13,500 shares of Series A Preferred Stock in exchange for 19,125,612 shares of Common Stock (the "Exchange") pursuant to the Securities Exchange Agreement (the "Agreement") dated as of August 27, 2004, between GMSP and GAINSCO, INC. (the "Issuer"). The closing of the Exchange took place on January 21, 2005. John C. Goff is a managing principal of GMSP. Mr. Goff disclaims beneficial ownership of the securities owned by GMSP except to the extent of his pecuniary interest in such securities. GMSP sold 3,000 shares of Series C Redeemable Preferred Stock to the Issuer pursuant to the repurchase right granted by GMSP to the Issuer in the Agreement. The total purchase price paid by the Issuer for such shares was $3,415,618.35, consisting of the sum of (x) $2,748,769.96 representing the $3,000,000 principal amount of the Series C Redeemable Preferred Stock, discounted from March 26, 2006 to January 21, 2005 at a discount rate of 8% per annum, and (y) $666,848.39 representing dividends that would accrue from January 21, 2005 to March 26, 2006, discounted at a rate of 8% per annum. Immediately N/A The remaining 18,120 shares of Series A Stock remain outstanding, are redeemable at GMSP's option commencing January 1, 2011 and are entitled to receive cash dividends at the rate of 6% per annum until January 1, 2006 and 10% per annum thereafter until redemption. The remaining 18,120 shares of Series A Stock remain convertible into 3,552,941 shares of Common Stock at a conversion price of $5.10 per share, continue to be entitled to vote on a as-converted basis, and remain redeemable at the option of the Issuer commencing June 30, 2005. Pursuant to the Agreement, the expiration date of the Series B Warrant held by GMSP was extended to January 1, 2011. Mr. Goff is a managing principal of GMSP. Mr. Goff disclaims beneficial ownership of the securities owned by GMSP except to the extent of his pecuniary interest in such securities. /s/ John C. Goff 2005-01-24 -----END PRIVACY-ENHANCED MESSAGE-----