<SEC-DOCUMENT>0001483885-15-000016.txt : 20150213
<SEC-HEADER>0001483885-15-000016.hdr.sgml : 20150213
<ACCEPTANCE-DATETIME>20150213114113
ACCESSION NUMBER: 0001483885-15-000016
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20150213
DATE AS OF CHANGE: 20150213
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: SHOE CARNIVAL INC
CENTRAL INDEX KEY: 0000895447
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661]
IRS NUMBER: 351736614
STATE OF INCORPORATION: IN
FISCAL YEAR END: 0130
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-42925
FILM NUMBER: 15611267
BUSINESS ADDRESS:
STREET 1: 7500 EAST COLUMBIA STREET
CITY: EVANSVILLE
STATE: IN
ZIP: 47715
BUSINESS PHONE: 8128676471
MAIL ADDRESS:
STREET 1: 7500 EAST COLUMBIA STREET
CITY: EVANSVILLE
STATE: IN
ZIP: 47715
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: FIRST DALLAS HOLDINGS INC
CENTRAL INDEX KEY: 0001483885
IRS NUMBER: 752278916
STATE OF INCORPORATION: TX
FISCAL YEAR END: 0731
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 2905 MAPLE AVENE
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214-954-1177
MAIL ADDRESS:
STREET 1: 2905 MAPLE AVENE
CITY: DALLAS
STATE: TX
ZIP: 75201
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>scvl2014dec31.txt
<DESCRIPTION>SCVL 13G/A
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
SHOE CARNIVAL, INC.
Common Stock, $0.01 par value
824889109
December 31, 2014
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
X Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
NOTE: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.
Persons who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid OMB
control number.
CUSIP No. 824889109
1. Names of Reporting Persons.
FIRST DALLAS HOLDINGS, INC.
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Texas
5. Sole Voting Power: 0
6. Shared Voting Power: 1,231,907
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 1,301,453
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,301,453
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 6.4%
12. Type of Reporting Person: HC
CUSIP No. 824889109
1. Names of Reporting Persons.
CRAIG D. HODGES
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
MR. HODGES IS A UNITED STATES CITIZEN
5. Sole Voting Power: 0
6. Shared Voting Power: 1,231,907
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 1,301,453
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,301,453
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 6.4%
12. Type of Reporting Person (See Instructions): IN
CUSIP No. 824889109
1. Names of Reporting Persons.
First Dallas Securities, Inc.
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Texas
5. Sole Voting Power: 0
6. Shared Voting Power: 0
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 14,600
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 14,600
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): <0.1%
12. Type of Reporting Person (See Instructions): IA, BD
CUSIP No. 824889109
1. Names of Reporting Persons.
Hodges Capital Management, Inc.
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Texas
5. Sole Voting Power: 0
6. Shared Voting Power: 1,228,907
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 1,283,853
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,283,853
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 6.3%
12. Type of Reporting Person (See Instructions): IA
CUSIP No. 824889109
1. Names of Reporting Persons.
Hodges Small Cap Fund, A Series of professionally Managed Portfolios
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Massachusetts
5. Sole Voting Power: 0
6. Shared Voting Power: 1,205,907
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 1,205,907
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,205,907
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 5.9%
12. Type of Reporting Person : IV
CUSIP No. 824889109
1. Names of Reporting Persons.
Hodges Small Intrinsic Value Fund, A Series of professionally
Managed Portfolios
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Massachusetts
5. Sole Voting Power: 0
6. Shared Voting Power: 23,000
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 23,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 23,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): <0.1%
12. Type of Reporting Person : IV
Item 1.
(a) Name of Issuer:
SHOE CARNIVAL, INC.
(b) Address of Issuer's Principal Executive Offices:
7500 East Columbia Street
Evansville, IN, 47715
Item 2.
(a) Name of Person Filing:
First Dallas Holdings, Inc.("FDHI")
Craig D. Hodges
First Dallas Securities, Inc.("FDSI")
Hodges Capital Management, Inc.("HCM")
Hodges Small Cap Fund
Hodges Small Intrinsic Value Fund
(b) Address of Principal Business Office or, if none, Residence:
2905 Maple Ave.
Dallas, Texas 75201
(b) Citizenship:
First Dallas Holdings, Inc. is a Texas corporation.
Craig D. Hodges is a citizen of the United States.
First Dallas Securities, Inc. is a Texas corporation.
Hodges Capital Management is a Texas corporation.
Hodges Small Intrinsic Values Fund is a series of a
Massachusetts business trust.
Hodges Small Cap Fund is a series of a Massachusetts business trust.
(d) Title of Class of Securities:
Common Stock, Par Value $0.01
(e) CUSIP Number:
824889109
Item 3. If this statement is filed pursuant to SS240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(g) X A parent holding company or control person in accordance with
S 240.13d-1(b)(1)(ii)(G).
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:
First Dallas Holdings, Inc. 1,301,453
Craig D. Hodges 1,301,453
First Dallas Securities, Inc. 14,600
Hodges Capital Management, Inc. 1,283,853
Hodges Small Cap Fund 1,205,907
Hodges Small Intrnsc Val Fund 23,000
(b) Percent of class:
First Dallas Holdings, Inc. 6.4%
Craig D. Hodges 6.4%
First Dallas Securities, Inc. <0.1%
Hodges Capital Management, Inc. 6.3%
Hodges Small Cap Fund 5.9%
Hodges Small Intrnsc Val Fund <0.1%
The calculation of the percentage of beneficial ownership of the Company's
common stock is based upon 20,519,502 shares outstanding on December 3, 2014,
as disclosed by the Company in its Quarterly Report on Form 10-Q for the
period ended November 1, 2014.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
First Dallas Holdings, Inc 0
Craig D. Hodges 0
First Dallas Securities, Inc. 0
Hodges Capital Management, Inc. 0
Hodges Small Cap Fund 0
Hodges Small Intrnsc Val Fund 0
(ii) Shared power to vote or to direct the vote:
First Dallas Holdings, Inc. 1,231,907
Craig D. Hodges 1,231,907
First Dallas Securities, Inc. 0
Hodges Capital Management, Inc. 1,228,907
Hodges Small Cap Fund 1,205,907
Hodges Small Intrnsc Val Fund 23,000
(iii) Sole power to dispose or to direct the disposition of:
First Dallas Holdings, Inc. 0
Craig D. Hodges 0
First Dallas Securities, Inc. 0
Hodges Capital Management, Inc. 0
Hodges Small Cap Fund 0
Hodges Small Intrnsc Val Fund
(iv) Shared power to dispose or to direct the disposition of:
First Dallas Holdings, Inc. 1,301,453
Craig D. Hodges 1,301,453
First Dallas Securities, Inc. 14,600
Hodges Capital Management, Inc. 1,283,853
Hodges Small Cap Fund 1,205,907
Hodges Small Intrnsc Val Fund 23,000
The reported shares are shares of common stock of the Issuer, par value $0.01.
All 1,301,453 of the reported shares collectively, the ("reported Shares") may
be deemed as beneficially owned by FDHI, which is the owner of FDSI and HCM,
and Craig D. Hodges, who is the controlling shareholder of FDHI.
14,600 of the Reported Shares are held in seperate accounts managed
by FDSI, each of which, individually, owns less than 1% of the common
stock of the Issuer(each a "Separate Account"). FDSI is a registered
broker-dealer and an investment adviser registered with the SEC.
54,946 of the Reported Shares are held in Separate Accounts managed
by HCM, which is also an investment adviser registered with the SEC.
1,205,907 of the Reported Shares are held by the Hodges Small Cap Fund,
a series of Professionally Managed Portfolios, an investment company
registered under the Investment Company Act of 1940.
23,000 of the Reported Shares are held by the Hodges Small Intrinsic
Value Fund, a series of Professionally Managed Portfolios, an
investment company registered under the Investment Company Act of 1940.
The investment adviser to both of these funds is HCM, which may be
deemed to be a beneficial owner of the funds' Reported Shares.
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.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or Control Person
First Dallas Securities, Inc. is wholly-owned by First Dallas Holdings, Inc.,
and is a registered investment adviser in accordance with
S 240.13d-1(b)(1)(ii)(E)
Hodges Capital Management, Inc. is wholly-owned by First Dallas Holdings, Inc.,
and is a registered investment adviser in accordance with
S 240.13d-1(b)(1)(ii)(E)
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and 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.
Exhibits
Exhibit 1:
Joint Filing Agreement dated February 11, 2011, among FDHI, Craig D.
Hodges, FDSI, HCM, Hodges Small Cap Fund, and Hodges Small Intrinsic Value
Fund.
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.
Date: February 11, 2015
Craig D. Hodges
Chairman
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>scvlexhibit2014dec31.txt
<DESCRIPTION>SCVL EXHIBIT
<TEXT>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934
as amended, the undersigned agree to the joint filing on behalf of each of
them of a Statement on Schedule 13G (including any and all amendments thereto)
with respect to the shares of common stock, Tremor Video, Inc.. and further
agree that this Joint Filing Agreement shall be included as an Exhibit to such
joint filings. The undersigned further agree that each party hereto is
responsible for the timely filing of such Statement on Schedule 13G and any
amendments thereto, and for the accuracy and completenessof the information
concerning such party contained therein; provided, however,that no party is
responsible for the accuracy or completeness of the informationconcerning any
other party, unless such party knows or has reason to believe thatsuch
information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect
as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement
as of February 11, 2015.
FIRST DALLAS HOLDINGS, INC.
By: /s/ Craig D. Hodges
Name: Craig D. Hodges
Title: Chairman
/s/ Craig D. Hodges
Craig D. Hodges
FIRST DALLAS SECURITIES, INC.
By: /s/_Craig D. Hodges
Name: Craig D. Hodges
Title: Chairman
HODGES CAPITAL MANAGEMENT, INC.
By: /s/_Craig D. Hodges
Name: Craig D. Hodges
Title: Chairman
HODGES SMALL CAP FUND, A SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS
By: HODGES CAPITAL MANAGEMENT, INC., ADVISER TO HODGES SMALL CAP FUND
By: /s/_Craig D. Hodges
Name: Craig D. Hodges
Title: Chairman
HODGES SMALL INTRINSIC VALUE FUND, A SERIES OF PROFESSIONALLY MANAGED
PORTFOLIOS
By: HODGES CAPITAL MANAGEMENT, INC., ADVISER TO HODGES SMALL CAP FUND
By: /s/_Craig D. Hodges
Name: Craig D. Hodges
Title: Chairman
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>