-----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, K6dJDOLNbNmOzbqQNsFJm5XEDTHcsz4oThcrqiwWxMfmY5fK5D5/RonnsLMV7zkJ NKr9llB4o0vdhhPmIJjgPg== 0000941302-98-000138.txt : 19981027 0000941302-98-000138.hdr.sgml : 19981027 ACCESSION NUMBER: 0000941302-98-000138 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981026 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEGO MORTGAGE CORP CENTRAL INDEX KEY: 0001023334 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS BUSINESS CREDIT INSTITUTION [6159] IRS NUMBER: 880286042 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-48177 FILM NUMBER: 98730785 BUSINESS ADDRESS: STREET 1: 1000 PARKWOOD CIRCLE STREET 2: SUITE 500 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7709526700 MAIL ADDRESS: STREET 1: 1000 PARKWOOD CIRCLE STREET 2: SUITE 500 CITY: ATLANTA STATE: GA ZIP: 30339 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VALUE PARTNERS LTD /TX/ CENTRAL INDEX KEY: 0000926614 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752291866 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O FISHER EWING PARTNERS STREET 2: 2200 ROSE AVE SUITE 4660 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149991900 MAIL ADDRESS: STREET 1: C/O FISHER EWING PARTNERS STREET 2: 2200 ROSS AVE #4660 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 Mego Mortgage Corporation ------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share ------------------------------------------------------------------------- (Title of Class of Securities) 585165103 ------------------------------------------------------------------------- (CUSIP Number) Timothy G. Ewing Value Partners, Ltd. c/o Ewing & Partners Suite 808 4514 Cole Avenue Dallas, Texas 75205 (214) 522-2100 ------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 17, 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 that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box [ ]. CUSIP NO. 585165103 SCHEDULE 13D (1) Name of Reporting Person Value Partners, Ltd. S.S. or I.R.S. Identification 75-2291866 No. of Above Person (Not Required To Be Reported) (2) Check the Appropriate Box if a (a) Member of a Group (See instructions) (b) (3) SEC Use Only (4) Source of Funds (See instructions) 00* (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Texas Number of Shares (7) Sole Voting Power 14,666,740** Beneficially Owned by Each Reporting (8) Shared Voting -0- Person with: Power (9) Sole Dispositive 14,666,740** Power (10) Shared Dispositive -0- Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 14,666,740** (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) (13) Percent of Class Represented by 32.4% Amount in Row (11) (14) Type of Reporting Person (See PN Instructions) CUSIP NO. 585165103 SCHEDULE 13D (1) Name of Reporting Person Ewing & Partners S.S. or I.R.S. Identification 75-2741747 No. of Above Person (Not Required To Be Reported) (2) Check the Appropriate Box if a (a) Member of a Group (See instructions) (b) (3) SEC Use Only (4) Source of Funds (See instructions) 00 (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Texas Number of Shares (7) Sole Voting Power -0- Beneficially Owned by Each Reporting (8) Shared Voting -0-** Person with: Power (9) Sole Dispositive -0- Power (10) Shared Dispositive -0-** Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person -0-** (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) (13) Percent of Class Represented by -0-%** Amount in Row (11) (14) Type of Reporting Person (See PN Instructions) CUSIP NO. 585165103 SCHEDULE 13D (1) Name of Reporting Person Timothy G. Ewing S.S. or I.R.S. Identification ###-##-#### No. of Above Person (Not Required To Be Reported) (2) Check the Appropriate Box if a (a) Member of a Group (See instructions) (b) (3) SEC Use Only (4) Source of Funds (See instructions) PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization United States of America Number of Shares (7) Sole Voting Power 9,200 Beneficially Owned by Each Reporting (8) Shared Voting -0-** Person with: Power (9) Sole Dispositive 9,200 Power (10) Shared Dispositive -0-** Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 9,200** (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) (13) Percent of Class Represented by 0%** Amount in Row (11) (14) Type of Reporting Person (See IN Instructions) CUSIP NO. 585165103 SCHEDULE 13D ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the common stock, par value $.01 per share (the "Common Stock"), of Mego Mortgage Corporation, a Delaware corporation ("Mego" or the "Issuer"), whose principal executive offices are located at 1000 Parkwood Circle, Suite 500, Atlanta, Georgia 30339. ITEM 2. IDENTITY AND BACKGROUND (a)-(c) This Schedule 13D is filed by Value Partners, Ltd., a Texas limited partnership ("Value Partners"), Ewing & Partners, a Texas general partnership (formerly known as Fisher Ewing Partners) ("Ewing & Partners"), and Timothy G. Ewing ("Ewing"). Ewing & Partners is the general partner of Value Partners. Ewing and Ewing Asset Management, Inc., a Texas limited liability company ("EAM"), are the general partners of Ewing & Partners, and Ewing is the managing general partner of Ewing & Partners. EAM is controlled by Ewing. The principal place of business for Value Partners, Ewing & Partners, EAM and Ewing is Suite 808, 4514 Cole Avenue, Dallas, Texas 75205. The present principal occupation or employment of Ewing is managing general partner of Ewing & Partners. The principal business of EAM is acting as a general partner of Ewing & Partners. The principal business of Ewing & Partners is the management of Value Partners. The principal business of Value Partners is the investment in and trading of capital stocks, warrants, bonds, notes, debentures and other securities. (d) None of Value Partners, Ewing & Partners, EAM or Ewing, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of Value Partners, Ewing & Partners, EAM or Ewing has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Ewing is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION In connection with an exchange offer (the "Exchange Offer") by the Company pursuant to which the Company offered to exchange shares of its Series A Convertible Preferred Stock, par value $.01 per share (the "Preferred Stock"), or new 12-1/2% Subordinated Notes Due 2001 (the "New Notes") of the Company or a combination thereof for any and all outstanding 12-1/2% Senior Subordinated Notes Due 2001 (the "Original Notes") of the Company, Value Partners exchanged all $26,000,000 of its Original Notes for $4,000,000 in New Notes and 22,000 shares of Preferred Stock. The Exchange Offer was consummated on June 18, 1998 (the "Issuance Date"). Each share of Preferred Stock is convertible into 666.67 shares of Common Stock. The shares of Preferred Stock held by Value Partners may be converted beginning 180 days after the Issuance Date, which is December 15, 1998 (the "Conversion Date"). Thus, pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934, as amended, on October 17, 1998, which is within 60 days of the Conversion Date, Value Partners acquired beneficial ownership of the shares of Common Stock that may be acquired upon conversion of its shares of Preferred Stock. As a result, Value Partners beneficially owns 14,666,740 shares of Common Stock, which is calculated by multiplying 22,000 shares of Preferred Stock by 666.67 (the conversion rate of the Preferred Stock). In addition, the shares of Preferred Stock held by Value Partners are mandatorily convertible into shares of Common Stock at the above conversion rate on the second anniversary of the Issuance Date. Ewing purchased in the aggregate 9,200 shares of Common Stock in a series of transactions in the open market on such dates, in such amounts, and at such prices as listed on Schedule I to this Schedule 13D. The source of funds for these purchases was the personal funds of Ewing. ITEM 4. PURPOSE OF TRANSACTION Value Partners has acquired the shares of Preferred Stock (and, beneficially, the shares of Common Stock) and the New Notes solely for investment purposes. As of the date hereof, Value Partners does not intend to convert its shares of Preferred Stock into shares of Common Stock (subject to the mandatory conversion feature of the Preferred Stock). Depending on its evaluation of the Issuer, other investment opportunities, market conditions, and such other factors as it may deem material, Value Partners may seek to acquire additional shares of Preferred Stock or Common Stock or New Notes in the open market, in private transactions, or otherwise, or may convert its shares of Preferred Stock into shares of Common Stock, or may dispose of all or a portion of such shares of Preferred Stock or Common Stock or New Notes owned by it. Ewing has acquired the shares of Common Stock solely for investment purposes. Depending on his evaluation of the Issuer, other investment opportunities, market conditions, and such other factors as he may deem material, Ewing may seek to acquire additional shares of Common Stock in the open market, in private transactions, or otherwise, or may dispose of all or a portion of such shares of Common Stock owned by him. Except as set forth above, none of Value Partners, Ewing & Partners, EAM or Ewing has any plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of the instructions to Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date hereof, Value Partners owns 22,000 shares of Preferred Stock. Each such share of Preferred Stock may be converted into 666.67 shares of Common Stock. Consequently, if all such shares of Preferred Stock are converted, Value Partners will own 14,666,740 shares of Common Stock. According to Mego's Form 10-Q/A filed with the Securities and Exchange Commission on August 27, 1998 (the "Form 10-Q/A"), there were outstanding 30,566,667 shares of Common Stock as of August 25, 1998. Thus, Value Partners beneficially owns 32.4% of such outstanding shares of Common Stock, which such percentage was calculated by dividing (i) 14,666,740 shares of Common Stock, which is the number of shares of Common Stock beneficially owned by Value Partners as of the date hereof, by (ii) 45,233,407 shares of Common Stock, which equals the sum of (x) 30,566,667 shares of Common Stock outstanding as reported in the Form 10-Q/A and (y) 14,666,740 shares of Common Stock, which may be acquired upon conversion of all of Value Partner's shares of Preferred Stock and which are reported as beneficially owned as of the date hereof. As of the date hereof, Ewing owns 9,200 shares of Common Stock. Thus, Ewing owns .03% of the outstanding shares of Common Stock as reported in the Form 10-Q/A, which such percentage was calculated by dividing (i) 9,200 shares of Common Stock by (ii) 30,566,667 shares of Common Stock outstanding as reported in the Form 10-Q/A. Thus, Value Partners, Ewing & Partners and Ewing (the "Reporting Persons") beneficially own shares of Common Stock as follows: Shares of % of Common Name Common Stock Stock Outstanding ---- ------------ ----------------- Value Partners 14,666,740 32.4% Ewing & Partners -0- -0- Ewing 9,200 .03% Ewing & Partners and Ewing are deemed to have beneficial ownership of the shares of Common Stock beneficially owned by Value Partners. (b) Value Partners has the sole power to vote and dispose of the 22,000 shares of Preferred Stock (and the shares of Common Stock underlying such shares of Preferred Stock) beneficially owned by it. Value Partners does not share the power to vote or to direct the vote of, or the power to dispose or to direct the disposition of, the Preferred Stock (and the Common Stock underlying such Preferred Stock) beneficially owned by it. However, Ewing & Partners, as general partner of Value Partners, may be deemed, for purposes of determining beneficial ownership pursuant to Rule 13d-3, to have the shared power with Value Partners to vote or direct the vote of, and the shared power with Value Partners to dispose or direct the disposition of, the 22,000 shares of Preferred Stock (and the shares of Common Stock underlying such shares of Preferred Stock) beneficially owned by Value Partners. Ewing, as managing general partner of Ewing & Partners, may be deemed, for purposes of determining beneficial ownership pursuant to Rule 13d-3, to have the shared power with Value Partners to vote or to direct the vote of, and the shared power to dispose or to direct the disposition of, the 22,000 shares of Preferred Stock (and the shares of Common Stock underlying such shares of Preferred Stock) beneficially owned by Value Partners. The filing of this statement on Schedule 13D shall not be construed as an admission that Ewing or Ewing & Partners is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 22,000 shares of Preferred Stock or 14,666,740 shares of Common Stock beneficially owned by Value Partners. Pursuant to Rule 13d-4, Ewing and Ewing & Partners disclaim all such beneficial ownership. Ewing has the sole power to vote and dispose of the 9,100 shares of Common Stock beneficially owned by him. Ewing does not share the power to vote or to direct the vote of, or the power to dispose or to direct the disposition of, the 9,200 shares of Common Stock owned by him. (c) No other transactions in Preferred Stock or Common Stock were effected by any of the Reporting Persons during the 60 days prior to October 17, 1998 or the date hereof. (d) Ewing and Ewing & Partners may be deemed to have the power to direct the receipt of dividends from, or the proceeds from the sale of, the Preferred Stock and Common Stock beneficially owned by Value Partners. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Value Partners, Ewing & Partners and Ewing have no contracts, arrangements, understandings or relationships (legal or otherwise) between themselves and any person with respect to any securities of the Issuer other than those described below: (a) Joint Filing Agreement, dated as of the date hereof, between Value Partners, Ewing & Partners, and Ewing, which was entered into to enable more than one person to report on this Schedule 13D. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following are filed as exhibits to this Statement on Schedule 13D: Exhibit 1 Joint Filing Agreement, dated as of October 23, 1998. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] SCHEDULE I TO SCHEDULE 13D Trade Date # Of Shares Per Share Price Total Amount - ---------- ----------- --------------- ------------ 9/2/98 2,500 $1.30 $3,250.00 9/3/98 1,600 $1.13 $1,880.00 9/3/98 2,500 $1.30 $3,250.00 9/3/98 2,600 $1.22 $3,055.00 ----- ---------- TOTAL 9,200 $11,435.00 ===== ========== 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: October 23, 1998 VALUE PARTNERS, LTD. By: EWING & PARTNERS as General Partner By: /S/TIMOTHY G. EWING ------------------------- Timothy G. Ewing as Managing Partner EWING & PARTNERS By: /S/TIMOTHY G. EWING ------------------------- Timothy G. Ewing as Managing Partner /S/TIMOTHY G. EWING ----------------------------- Timothy G. Ewing EXHIBIT INDEX Page No. -------- Exhibit 1 Joint Filing Agreement, dated as of October 23, 1998. EX-99 2 EXHIBIT 1 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 13D (including any and all amendments thereto) with respect to the common stock, par value $.01 per share, Mego Mortgage Corporation, 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 timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such 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, the undersigned have executed this Agreement as of October 23, 1998. VALUE PARTNERS, LTD. By: EWING & PARTNERS as General Partner By: /S/TIMOTHY G. EWING ------------------------- Timothy G. Ewing as Managing Partner EWING & PARTNERS By: /S/TIMOTHY G. EWING ------------------------- Timothy G. Ewing as Managing Partner /S/TIMOTHY G. EWING ----------------------------- TIMOTHY G. EWING -----END PRIVACY-ENHANCED MESSAGE-----