SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
General Housewares Corp.
(Name of Issuer)
Common Stock, par value $.33-1/3
(Title of Class of Securities)
370073108
(Cusip Number)
John A. (Pete) Bricker, Jr.
1601 Elm Street, Suite 4000
Dallas, Texas 75201
(214)720-1688
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 8, 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(b)(3) or (4), 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).
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1. Name of Reporting Person:
Sandera Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 236,800
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 236,800
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
236,800
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.2%
14. Type of Reporting Person: PN
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ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, par value $.33-1/3
per share (the "Stock"), of General Housewares Corp. (the "Issuer"). The
principal executive offices of the Issuer are located at 1536 Beech Street,
Terre Haute, Indiana 47804.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), this Schedule 13D Statement is hereby filed by Sandera Partners, L.P.,
a Texas limited partnership (the "Reporting Person"). Additionally, pursuant
to Instruction C to Schedule 13D, information is included herein with respect
to the following persons (collectively, the "Controlling Persons"): Sandera
Capital Management, L.P., a Texas limited partnership ("SCM"), Sandera Capital,
L.L.C., a Texas limited liability company ("Capital"), John A. (Pete) Bricker,
Jr. ("Bricker"), Clark K. Hunt (C. Hunt), Mark E. Schwarz ("Schwarz"), Hunt
Financial Partners, L.P., a Texas limited partnership ("Hunt Financial"), Hunt
Financial Group, L.L.C., a Delaware limited liability company ("Hunt Group"),
J.R. Holland, Jr. ("Holland"), and Lamar Hunt, ("L. Hunt"). The Reporting
Person and the Controlling Persons are sometimes hereinafter collectively
referred to as the "Item 2 Persons."
(b)-(c)
Reporting Person
The Reporting Person is a Texas limited partnership, the principal
business of which is the purchase, sale, exchange, acquisition and holding of
investment securities. The principal address of the Reporting Person, which
also serves as its principal office, is 1601 Elm Street, Suite 4000, Dallas,
Texas 75201.
Controlling Persons
Pursuant to Instruction C to Schedule 13D of the Act, information with
respect to the Controlling Persons is set forth below. The principal address
of each Controlling Person, which also serves as its principal office, is 1601
Elm Street, Suite 4000, Dallas, Texas 75201.
SCM is a Texas limited partnership, the principal business of which
is serving as the general partner of the Reporting Person and activities related
thereto.
Capital is a Texas limited liability company, the principal business
of which is serving as the general partner of SCM and activities related
thereto. Bricker, C. Hunt and Schwarz are the Managers of Capital; and Bricker
(President) and C. Hunt (Vice-President and Secretary) are its principal
officers.
Bricker's principal occupation or employment is serving as the
President of Capital. The principal occupation of each of C. Hunt and Schwarz
is financial management.
Hunt Financial is a Texas limited partnership, the principal business
of which is financial management.
Hunt Group is a Delaware limited liability company, the principal
business of which is serving as the general partner of Hunt Financial and
activities related thereto. Holland, C. Hunt and L. Hunt are the Managers of
the Hunt Group; and Holland (President) and C. Hunt (Vice-President)are its
principal officers.
The principal occupation or employment of each of Holland and L. Hunt
is financial management.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used or to be used by the Reporting
Person to purchase the shares is set forth below.
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital (1) $ 2,524,271.76
(1) As used herein the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from, among other
sources, banks and brokerage firm margin accounts, to operate such business in
general.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired and continues to hold the shares of the
Stock reported herein because it believes there are unexploited opportunities
to increase the shares' value. These opportunities may take the form of
improving the efficiency of the Issuer's business; growing the Issuer's
business, either internally or through acquisitions; or selling or liquidating
the Issuer's business. The Reporting Person hopes to work with the Issuer's
management and the Board of Directors to identify, evaluate and pursue such
opportunities such that the shares' value is maximized.
Depending on market conditions and other factors that the Reporting
Person may deem material to its investment decision, the Reporting Person may
purchase additional shares of the Stock in the open market or in private
transactions. Depending on these same factors, the Reporting Person may sell
all or a portion of the shares of the Stock that it now owns or hereafter may
acquire in the open market or in private transactions.
Except as set forth in this Item 4, the Reporting Person has no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
Reporting Persons
Pursuant to Rule 13d-3(a), the Reporting Person is the beneficial
owner of 236,800 shares of the Stock, which constitutes approximately 6.2% of
the 3,818,303 shares of the Stock outstanding.
Controlling Persons
Each of (1) SCM, as the sole general partner of the Reporting Person,
and (2) Capital, as the sole general partner of SCM, may, pursuant to Rule 13d-3
of the Act, be deemed to be the beneficial owner of 236,800 shares of the Stock,
which constitutes approximately 6.2% of the 3,818,303 shares of the Stock
outstanding.
In their capacities as controlling persons of Capital, each of (1)
Bricker, (2) C. Hunt, and (3) Schwarz, may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 236,800 shares of the Stock, which
constitutes approximately 6.2% of the 3,818,303 shares of the Stock outstanding.
Each of (1) Hunt Financial, as the majority equity owner of Capital,
and Hunt Group, as the sole general partner of Hunt Financial, may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 236,800 shares
of the Stock, which constitutes approximately 6.2% of the 3,818,303 shares of
the Stock outstanding.
In their capacities as controlling persons of Hunt Group, each of (1)
C. Hunt, (2) Holland, and (3) L. Hunt, may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 236,800 shares of the Stock, which
constitutes approximately 6.2% of the 3,818,303 shares of the Stock
outstanding.
To the best of the knowledge of each of the Reporting Persons, 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
Acting through its general partner, SCM, the Reporting Person has the
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 236,800 shares of the Stock.
Controlling Persons
Acting through its general partner, Capital, SCM has the shared power
to vote or to direct the vote and to dispose or to direct the disposition of
236,800 shares of the Stock.
In their capacities as controlling persons of Capital, each of (1)
Bricker, (2) C. Hunt, and (3) Schwarz has the shared power to vote or to direct
the vote and to dispose or to direct the disposition of 236,800 shares of the
Stock.
Each of (1) Hunt Financial, as the majority equity owner of Capital,
and (2) Hunt Group, as the sole general partner of Hunt Financial, has the
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 236,800 shares of the Stock.
In their capacities as controlling persons of Hunt Group, each of (1)
C. Hunt, (2) Holland, and (3) L. Hunt has the shared power to vote or to direct
the vote and to dispose or direct the disposition of 236,800 shares of the
Stock.
(c)
During the last 60 days, the Reporting Person has purchased shares of
the Stock in open market transactions on the New York Stock Exchange as follows:
NUMBER OF PRICE PER
DATE SHARES SHARE
02/17/98 12,100 $10.56
03/02/98 16,000 $11.27
03/03/98 3,000 $11.28
03/04/98 3,500 $11.29
03/30/98 12,000 $11.45
04/08/98 50,000 $11.02
(d)
Not applicable.
(e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed herewith, there
are no contracts, arrangements, understandings or relationships with respect to
shares of the Stock owned by the Item 2 Persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), filed
herewith.
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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: April 17, 1998
SANDERA PARTNERS, L.P.
By: Sandera Capital Management, L.P., its
general partner
By: Sandera Capital, L.L.C., its
general partner
By: /s/ John A. Bricker, Jr.
John A. (Pete) Bricker, Jr., President
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii), filed herewith.
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Exhibit 99.1
1. Joint Filing. Pursuant to Rule 13d-1(k)(1)(iii) of Regulation
13D-G of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agrees that the statement to which this Exhibit is attached is filed
on behalf of each of them in the capacities set forth below.
2. Power of Attorney. Know all persons by these presents that each
person whose signature appears below constitutes and appoints Thomas W. Briggs
and Shawn T. Wells, and each of them, as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstition, for such person and
in such person's name, place and stead, in any and all capacities, to sign any
and all amendments to the Schedule 13D, and any reports filed pursuant to
Section 16 of the Securities Exchange Act of 1934, filed on behalf of each of
them with respect to their beneficial ownership of General Housewares Corp. and
to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or such person or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
DATED: April 17, 1998
SANDERA PARTNERS, L.P.
By: SANDERA CAPITAL MANAGEMENT, L.P., its
general partner
By: SANDERA CAPITAL, L.L.C., its
general partner
By: /s/ John A. Bricker, Jr.
John A. (Pete) Bricker, Jr., President
