SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
July 14, 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).
**The total number of shares reported herein is 420,099 shares, which
constitutes approximately 11.0% of the total number of shares outstanding, based
on 3/31/98 outstanding of 3,818,303 (the number of shares reported as
"outstanding" on the cover page of the Company's First Quarter Form 10-Q is not
being used as it apparently includes treasury shares).<PAGE>
<PAGE>
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: 415,099
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 415,099
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
415,099
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 10.9%
14. Type of Reporting Person: PN
<PAGE>
<PAGE>
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: 5,000
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 5,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.1%
14. Type of Reporting Person: PN
<PAGE>
<PAGE>
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, and as amended by Amendment
No. 2 dated June 8, 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 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.
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) $ 4,309,656.70
Newcastle Working Capital (1) $ 48,300.00
(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 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 415,099
shares of the Stock, which constitutes approximately 10.9% of the 3,818,303
shares of the Stock outstanding.
Newcastle
Pursuant to Rule 13d-3(a), Newcastle is the beneficial owner of 5,000
shares of the Stock, which constitutes approximately 0.1% of the 3,818,303
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 415,099 shares of the Stock, which
constitutes approximately 10.9% of the 3,818,303 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 415,099 shares of the Stock, which constitutes approximately
10.9% of the 3,818,303 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 415,099 and 5,000 shares of the Stock,
respectively, which constitutes approximately 11.0% 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 415,099 shares
of the Stock, which constitutes approximately 10.9% 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 415,099 shares of the Stock, which
constitutes approximately 10.9% 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 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
415,099 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 5,000 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
415,099 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 415,099 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 420,099 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 415,099 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 415,099 shares of the
Stock.
(c)
Since the last Schedule 13D filing, the Reporting Persons have
purchased shares of the Stock in open market transactions on the New York Stock
Exchange as follows:
REPORTING NUMBER OF PRICE PER
PERSON DATE SHARES SHARE
Newcastle 07/10/98 500 $ 9.62
Newcastle 07/10/98 1,000 $ 9.62
Newcastle 07/10/98 1,000 $ 9.69
Newcastle 07/10/98 1,000 $ 9.69
Newcastle 07/10/98 1,000 $ 9.69
Newcastle 07/14/98 500 $ 9.62
Sandera 07/14/98 39,500 $ 9.55
(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), filed
herewith.<PAGE>
<PAGE>
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: July 16, 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
NEWCASTLE PARTNERS, L.P.
By: /s/ Mark E. Schwarz
Mark E. Schwarz, general partner
<PAGE>
<PAGE>
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), filed herewith.
<PAGE>
<PAGE>
Exhibit 99.2
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,
John A. (Pete) Bricker 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: July 16, 1998
NEWCASTLE PARTNERS, L.P.
By: /s/ Mark E. Schwarz
Mark E. Schwarz, general partner
