SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Encore Wire Corporation
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(Name of Issuer)
Common
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(Title of Class of Securities)
292562105
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(CUSIP Number)
William R. Thomas, President
Capital Southwest Corporation
12900 Preston Rd., Suite 700, Dallas, TX 75230 (972) 233-8242
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 2, 1998
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(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
* 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).
(Continued on following page(s))
Page 1 of 7 Pages
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CUSIP NO. 292562105 Schedule 13D Page 2 of 7 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Capital Southwest Corporation 75-1072796
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC/AF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
Not applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Texas
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7. SOLE VOTING POWER
-
NUMBER OF ----------------------------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED
BY EACH 2,724,500 (1)
REPORTING ----------------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
-
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10. SHARED DISPOSITIVE POWER
2,724,500 (1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,724,500
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not applicable [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7%
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14. TYPE OF REPORTING PERSON
CO
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(1) See Item 5.
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CUSIP NO. 292562105 Schedule 13D Page 3 of 7 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Capital Southwest Venture Corporation 75-1533454
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC/AF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
Not applicable.
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nevada
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7. SOLE VOTING POWER
-
NUMBER OF ----------------------------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED
BY EACH 2,724,500 (1)
REPORTING ----------------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
-
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10. SHARED DISPOSITIVE POWER
2,724,500 (1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,724,500
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not applicable. [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7%
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14. TYPE OF REPORTING PERSON
IV
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(1) See Item 5.
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Page 4 of 7 Pages
This Amendment No. 3 to Schedule 13D amends Items 3 and 5(a) and Schedule A. The
entire Schedule 13D, including Items 3 and 5(a) and Schedule A as amended, is
restated in its entirety.
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, $0.01 par value, of Encore
Wire Corporation, a Delaware corporation (the "Shares" and "Encore",
respectively), which has its principal executive offices located at 1410
Millwood Road, McKinney, Texas 75069.
Item 2. Identity and Background.
(a) This statement is filed by Capital Southwest Corporation ("CSC") and
Capital Southwest Venture Corporation ("CSVC"). For information with
respect to the identity and background of each executive officer and
director of CSC and CSVC, see Schedule A attached hereto.
CSVC, a wholly-owned subsidiary of CSC, has the same address,
executive officers and directors as CSC. Unless otherwise indicated
herein, the information furnished is the same for CSC and CSVC.
(b) The principal business and office address of CSC is 12900 Preston Rd.,
Suite 700, Dallas, Texas 75230.
(c) The principal business activity of CSC is investment of venture
capital.
(d) During the last five years, neither CSC nor, to the knowledge of CSC,
any of the executive officers or directors of CSC has been convicted
in a criminal proceeding (excluding minor traffic violations).
(e) During the last five years, neither CSC nor, to the knowledge of CSC,
any of the executive officers or directors of CSC has 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) CSC is a Texas corporation. CSVC is a Nevada corporation.
Item 3. Source and Amount of Funds or Other Consideration.
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Upon completion of Encore's initial public offering (the "IPO") on July 23,
1992, 1,849,500 (adjusted for stock splits) Shares were received by CSVC upon
conversion of 1,350,000 (adjusted) shares of Convertible Preferred Stock of
Encore, which were previously acquired by CSVC on April 25, 1989. From its
working capital, CSC acquired 225,000 (adjusted) Shares in the IPO for an
aggregate of $900,000, or $4.00 (adjusted) per Share. From its working capital,
CSC acquired an additional 225,000 (adjusted) Shares in a privately negotiated
transaction for $1,300,000, or $5.78 (adjusted) per Share, on March 4, 1994.
From its working capital, CSC acquired an additional 225,000 (adjusted) Shares
in a secondary public offering on April 20, 1994, for $1,300,000, or $5.78
(adjusted) per Share. From its working capital, CSC acquired an additional
200,000 Shares in an open market transaction for $1,700,000 or $8.50 per Share,
on October 2, 1998.
Item 4. Purpose of Transaction.
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The Shares owned of record and beneficially by CSC were purchased as an
investment. CSC has not formulated any plans or proposals which relate to or
would result in: (a) the acquisition by any person of additional securities of
Encore, or the disposition of securities of Encore; (b) an extraordinary
corporate transaction, such as a merger, reorganization or sale of assets of
Encore or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of Encore; (d) any change in the present board of directors or
management of Encore, including any plans or proposals to change the number or
term of directors or to fill
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Page 5 of 7 Pages
any existing vacancies on the board; (e) any material change in the present
capitalization or dividend policy of Encore; (f) any other material change in
Encore's business or corporate structure; (g) changes in Encore's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of Encore by any person; (h) causing a class of
securities of Encore to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
Encore becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
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(a) and (b) As of October 2, 1998, CSC owned of record and beneficially
2,724,500 Shares of Encore, which represent 16.7% of the issued and
outstanding Shares. 875,000 of such Shares were owned of record by
CSC. 1,849,500 of such Shares were owned of record by CSVC.
(c) No transactions, other than those described in Item 3 and Schedule A,
in the Shares of Encore were effected during the past 60 days by CSC
or, to the knowledge of CSC, by any executive officer or director of
CSC.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
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Securities of the Issuer.
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Except for certain executive officers in their positions on the
Retirement Committees of certain pension trusts as described in Schedule A,
neither CSC nor, to the knowledge of CSC, any executive officers or directors of
CSC has any contracts, arrangements, understandings or relationships with any
person with respect to any securities of Encore regarding the transfer or voting
of such securities, finders fees, joint venture, loan or option arrangements,
puts or calls, guarantees of profits, division of profit or loss, or giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
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Not applicable.
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: October 9, 1998 CAPITAL SOUTHWEST CORPORATION
By: /s/ William R. Thomas
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William R. Thomas, President
CAPITAL SOUTHWEST VENTURE CORPORATION
By: /s/ William R. Thomas
--------------------------------
William R. Thomas, President
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Page 6 of 7 Pages
SCHEDULE A
Set forth below are the names, addresses and present principal
occupations of each of the executive officers and directors of CSC and CSVC.
Each of the executive officers and directors is a citizen of the United States
of America.
D. Scott Collier
12900 Preston Road, Suite 700
Dallas, Texas 75230
Vice President of CSC and CSVC.
Patrick F. Hamner
12900 Preston Road, Suite 700
Dallas, Texas 75230
Vice President of CSC and CSVC.
Graeme W. Henderson
1777 La Cresta Drive
Pasadena, California 91103
Director of CSC and CSVC. Self-employed as a private investor and
consultant and is a director of Starwood Hotels and Resorts Worldwide, Inc.
Gary L. Martin
12900 Preston Road, Suite 700
Dallas, Texas 75230
Vice President of CSC and CSVC. President of The Whitmore Manufacturing
Company, a wholly-owned subsidiary of CSC.
James M. Nolan
16475 Dallas Parkway, Suite 280
Dallas, Texas 75248
Director of CSC and CSVC. Self-employed as a private investor and
consultant and was a director of DSC Communications Corporation from 1981 to
1996.
Tim Smith
12900 Preston Road, Suite 700
Dallas, Texas 75230
Vice President and Secretary-Treasurer of CSC and CSVC.
William R. Thomas
12900 Preston Road, Suite 700
Dallas, Texas 75230
President and Chairman of the Board of Directors of CSC and CSVC.
Director of Encore, Alamo Group Inc. and Palm Harbor Homes, Inc.
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Page 7 of 7 Pages
SCHEDULE A
(continued)
John H. Wilson
1500 Three Lincoln Center
5430 LBJ Freeway
Dallas, Texas 75240
Director of CSC and CSVC. President of U. S. Equity Corporation and
a director of Whitehall Corporation, Norwood Promotional Products, Inc., Encore
and Palm Harbor Homes, Inc..
Trusts pursuant to pension plans for employees of CSC and certain of its
wholly-owned subsidiaries acquired in the IPO an aggregate of 90,000 (adjusted)
Shares of Encore for $4.00 (adjusted) per Share. Such trusts acquired an
additional 45,000 (adjusted) Shares of Encore in a secondary public offering on
April 20, 1994, for $5.78 (adjusted) per Share. The 135,000 Shares held by such
trusts represent 0.8% of the total Shares issued and outstanding. Messrs.
Hamner, Smith and Thomas, by virtue of their positions on the Retirement
Committees of such Trusts, have shared voting and dispositive power with respect
to the aforementioned Shares. The Trusts have the same principal address as CSC.
