SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
September 28, 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 of Stock reported herein is 512,599 shares, which
constitutes approximately 13.4% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 3,824,168 shares
of Stock outstanding.
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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: 497,099
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 497,099
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
497,099
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 13.0%
14. Type of Reporting Person: PN
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1. Name of Reporting Person:
Newcastle 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: 15,500
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 15,500
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
15,500
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.4%
14. Type of Reporting Person: PN
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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 April 8, 1998,
as amended by Amendment No. 1 dated May 15, 1998, as amended by Amendment No.
2 dated June 8, 1998, and as amended by Amendment No. 3 dated July 14, 1998 and
as amended by Amendment No. 4 dated July 21, 1998(the "Schedule 13D"), relating
to the Common Stock, par value $.33-1/3 per share (the "Stock"), of General
Housewares Corp. Unless otherwise indicated, all defined terms used herein
shall have the same meanings respectively ascribed to them in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated in its entirety as follows:
(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 ("Sandera") and Newcastle Partners, L.P., a Texas
limited partnership ("Newcastle"). 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 Persons and the
Controlling Persons are sometimes hereinafter collectively referred to as the
"Item 2 Persons."
(b)-(c)
Reporting Persons
Sandera
Sandera 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 Sandera, which also serves as its
principal office, is 1601 Elm Street, Suite 4000, Dallas, Texas 75201.
Newcastle
Newcastle 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 Newcastle, which also serves as its
principal office, is 4650 Cole Avenue, Suite 331, Dallas, Texas 75205.
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.
Schwarz is also the sole general partner of Newcastle.
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 C. Hunt (President) and Holland (Vice-President) are its
principal officers.
The principal occupation or employment of each of Holland and L. Hunt
is financial management.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 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) All of the natural persons identified in this Item 2 are citizens
of the United States of America.
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
Persons to purchase the shares is set forth below.
SOURCE OF FUNDS AMOUNT OF FUNDS
Sandera Working Capital (1) $ 5,136,019.20
Newcastle Working Capital (1) $ 157,742.50
(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
Item 4 is hereby amended by adding at the end thereof the following:
The Reporting Persons have concluded the interests of the Issuer's
shareholders will be best served, and the value of shareholders' investment most
likely maximized, if the Reporting Persons, who own approximately 13.4% of the
Issuer's common stock, are represented on the Issuer's Board of Directors. In
particular, the Reporting Persons believe their representation on the Issuer's
Board will heighten the likelihood that the Board considers all strategic
options available to the Issuer, including the possible sale or merger of the
Issuer; that such consideration is of the highest possible quality; and that
such consideration gives due weight to the interest of all shareholders in
maximizing the value of their investment.
Accordingly, the Reporting Persons have formally asked the Issuer's
Board to grant Mr. John A. (Pete) Bricker, Jr., a seat on the Board. If the
Board declines this request, the Reporting Persons will likely consider other
avenues by which they might achieve representation on the Board, which may
include a public solicitation of written consents or a proxy contest at the 1999
annual meeting of shareholders.
Except as set forth in this Item 4, the Reporting Persons have 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.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
Reporting Persons
Sandera
Pursuant to Rule 13d-3(a), Sandera is the beneficial owner of 497,099
shares of the Stock, which constitutes approximately 13.0% of the 3,824,168
shares of the Stock outstanding.
Newcastle
Pursuant to Rule 13d-3(a), Newcastle is the beneficial owner of 15,500
shares of the Stock, which constitutes approximately 0.4% of the 3,824,168
shares of the Stock outstanding.
Controlling Persons
Each of (1) SCM, as the sole general partner of Sandera 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 497,099 shares of the Stock, which
constitutes approximately 13.0% of the 3,824,168 shares of the Stock
outstanding.
In their capacities as controlling persons of Capital, each of Bricker
and C. Hunt may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 497,099 shares of the Stock, which constitutes approximately
13.0% of the 3,824,168 shares of the Stock outstanding.
In his capacity as a controlling person of Capital and as the sole
general partner of Newcastle, Schwarz may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 497,099 and 15,500 shares of the Stock,
respectively, which constitutes approximately 13.4% of the 3,824,168 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 497,099 shares
of the Stock, which constitutes approximately 13.0% of the 3,824,168 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 497,099 shares of the Stock, which
constitutes approximately 13.0% of the 3,824,168 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 Persons
Sandera
Acting through its general partner, SCM, Sandera has the shared power
to vote or to direct the vote and to dispose or to direct the disposition of
497,099 shares of the Stock.
Newcastle
Acting through its general partner, Schwarz, Newcastle has the shared
power to vote or to direct the vote and to dispose or to direct the disposition
of 15,500 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
497,099 shares of the Stock.
In their capacities as controlling persons of Capital, each of (1)
Bricker and (2) C. Hunt has the shared power to vote or to direct the vote and
to dispose or to direct the disposition of 497,099 shares of the Stock.
In his capacity as a controlling person of Capital and as the sole
general partner of Newcastle, Schwarz has the shared power to vote or to direct
the vote and to dispose or to direct the disposition of 512,599 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 497,099 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 497,099 shares of the
Stock.
(c) During the past 60 days, Newcastle has purchased shares of Stock
in open market transactions on the New York Stock Exchange as follows:
NO. OF SHARES PRICE PER
DATE PURCHASED SHARE
08/14/98 1,000 $10.50
08/20/98 500 10.69
08/24/98 4,000 10.44
08/31/98 5,000 10.37
(d) Not applicable.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii),
previously filed.
Exhibit 99.2 -- Agreement pursuant to Rule 13d-1(k)(1)(iii),
previously filed.<PAGE>
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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
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. (Pete) Bricker, Jr.
John A. (Pete) Bricker, Jr.,
President
NEWCASTLE PARTNERS, L.P.
By: /s/ Mark E. Schwarz
Mark E. Schwarz, general partner
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii), previously filed.
99.2 Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii), previously filed.
