SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
First Sierra Financial, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
335944104
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 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(e), 13d-1(f) or 13d-1(g), 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 1,248,700 shares, which
constitutes approximately 8.9% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 13,953,592 shares
outstanding.
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1. Name of Reporting Person:
Portfolio LL Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 1,248,700 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,248,700 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,248,700
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 8.9%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio Genpar,
L.L.C.
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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 September 9,
1998, as amended by Amendment No. 1 dated September 11, 1998 (the "Schedule
13D"), relating to the Common Stock, par value $0.01 per share (the "Stock"),
of First Sierra Financial, Inc. Unless otherwise indicated, all defined terms
used herein shall have the same meanings respectively ascribed to them in the
Schedule 13D.
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
Person to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
PLL Working Capital (1) $ 11,286,174.42
(1) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general. None of the funds
reported herein as "Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the Stock.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
Reporting Person
PLL
The aggregate number of shares of the Stock that PLL owns beneficially,
pursuant to Rule 13d-3 of the Act, is 1,248,700, which constitutes approximately
8.9% of the outstanding shares of the Stock.
Controlling Persons
TIF
Because of its position as the sole member of PG, which is the sole
general partner of PLL, TIF may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 1,248,700 shares of the Stock, which constitutes
approximately 8.9% of the outstanding shares of the Stock.
TFI
Because of its position as the sole general partner of TIF, which is the
sole member of PG, which is the sole general partner of PLL, TFI may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,248,700
shares of the Stock, which constitutes approximately 8.9% of the outstanding
shares of the Stock.
TCM
Because of its position as the sole general partner of TFI, which is the
sole general partner of TIF, which is the sole member of PG, which is the sole
general partner of PLL, TCM may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 1,248,700 shares of the Stock, which constitutes
approximately 8.9% of the outstanding shares of the Stock.
TMT
Because of his position as the President and sole stockholder of TCM,
which is the sole general partner of TFI, which is the sole general partner of
TIF, which is the sole member of PG, which is the sole general partner of PLL,
TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 1,248,700 shares of the Stock, which constitutes approximately 8.9% of the
outstanding shares of the Stock.
PG
Because of its position as the sole general partner of PLL, PG may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,248,700 shares of the Stock, which constitutes approximately 8.9% of the
outstanding shares of the Stock.
To the best of the knowledge of the Reporting Person, 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 Person
PLL
Acting through its sole general partner, PLL has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 1,248,700
shares of the Stock.
Controlling Persons
TIF
As the sole member of PG, which is the sole general partner of PLL, TIF
has the sole power to vote or to direct the vote and to dispose or to direct the
disposition of 1,248,700 shares of the Stock.
TFI
As the sole general partner of TIF, which is the sole member of PG,
which is the sole general partner of PLL, TFI has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,248,700 shares
of the Stock.
TCM
As the sole general partner of TFI, which is the sole general partner
of TIF, which is the sole member of PG, which is the sole general partner of
PLL, TCM has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 1,248,700 shares of the Stock.
TMT
As the President and sole stockholder of TCM, which is the sole general
partner of TFI, which is the sole general partner of TIF, which is the sole
member of PG, which is the sole general partner of PLL, TMT has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
1,248,700 shares of the Stock.
PG
As the sole general partner of PLL, PG has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,248,700 shares
of the Stock.
(c) Since its last filing, the Reporting Person has purchased shares
of the Stock in transactions on NASDAQ, as follows:
DATE NO. OF SHARES PRICE PER
PURCHASED SHARE
09/15/98 7,600 $ 9.54
09/23/98 10,000 8.79
09/25/98 228,600 8.00
Except as set forth in this paragraph (c), to the best of the knowledge
of the Reporting Person, none of the persons named in response to paragraph (a)
has effected any transactions in shares of the Stock since the last filing.
(d) The Reporting Person affirms that no person other than those
persons named in Item 2 has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of the
Stock owned by such Reporting Person.
(e) Not Applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Power of Attorney pursuant to Rule 13d-1(k)(1)(iii),
previously filed.
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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: September 28, 1998
Portfolio LL INVESTORS, L.P.,
a Delaware limited partnership
By: PORTFOLIO GENPAR, L.L.C.
a Delaware limited liability company,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), previously
filed.
