SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Hawthorne Financial Corporation
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
420542R02
(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)
July 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).
**The total number of shares reported herein is 451,225 shares, which
constitutes approximately 8.7% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 5,182,796 shares
outstanding.
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1. Name of Reporting Person:
Portfolio II Investors, 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
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: 315,500 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 315,500 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
315,500
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.1%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio Genpar,
L.L.C.
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1. Name of Reporting Person:
The Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
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: 39,919 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 39,919 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
39,919
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.8%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Perry R. Bass
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1. Name of Reporting Person:
Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 47,903 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 47,903 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
47,903 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: IN
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1. Name of Reporting Person:
Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 47,903
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 47,903
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
47,903
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: IN
<PAGE>
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Item 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, par value $0.01 per share
(the "Stock"), of Hawthorne Financial Corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 2381 Rosecrans Ave. 2nd Floor,
El Segundo, California 90245.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby file this Schedule 13D Statement on behalf of
Portfolio II Investors, L.P., a Delaware limited partnership ("PII"), The Bass
Management Trust ("BMT"), Sid R. Bass ("SRB") and Lee M. Bass ("LMB"). PII,
BMT, SRB and LMB are sometimes hereinafter collectively referred to as the
"Reporting Persons." Additionally, pursuant to Instruction C to Schedule 13D,
information is included herein with respect to the following persons
(collectively, the "Controlling Persons"): Trinity I Fund, L.P., a Delaware
limited partnership ("TIF"), TF Investors, L.P., a Delaware limited partnership
("TFI"), Trinity Capital Management, Inc., a Delaware corporation ("TCM"),
Thomas M. Taylor ("TMT"), Portfolio Genpar, L.L.C., a Delaware limited liability
company ("PG"), Perry R. Bass ("PRB") and Nancy L. Bass ("NLB"). The Reporting
Persons are making this single, joint filing because they may be deemed to
constitute a "group" within the meaning of Section 13(d)(3) of the Act, although
neither the fact of this filing nor anything contained herein shall be deemed
to be an admission by the Reporting Persons that a group exists.
(b)-(c)
PII
PII is a Delaware limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of PII, which also serves as its principal
office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to PG, the
sole general partner of PII, is set forth below.
PG
PG is a Delaware limited liability company, the principal business of which
is serving as the sole general partner of PII and other affiliated limited
partnerships. The principal business address of PG, which also serves as its
principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or
business address, and present principal occupation or employment of each
director, executive officer and controlling person (in addition to TIF) of PG
are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas M. Taylor 201 Main Street President of Thomas
Suite 3200 M. Taylor & Co.
Fort Worth, Texas 76102 ("Taylor & Co.")
W. R. Cotham 201 Main Street Vice President/
Suite 2600 Controller of
Fort Worth, Texas 76102 BEPCO (as
defined below)
Taylor & Co. is a Texas corporation, the principal business of which is the
rendering of investment consulting services to third parties. The principal
business address of Taylor & Co., which also serves as its principal office, is
201 Main Street, Suite 3200, Fort Worth, Texas 76102.
BMT
BMT is a revocable grantor trust established pursuant to the Texas Trust
Act. The principal business address of BMT, which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to PRB, one
of the Trustors and the sole Trustee of BMT, and NLB, the other Trustor of BMT,
is as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
PRB 201 Main Street, President of Perry R. Bass, Inc.
Suite 2700 ("PRB, Inc.")
Fort Worth, Tx. 76102
NLB 45 Westover Road Not presently employed.
Fort Worth, Tx. 76107
PRB, Inc. is a Texas corporation, the principal businesses of which are
ranching and the exploration for and production of hydrocarbons. The principal
business address of PRB, Inc., which also serves as its principal office, is 201
Main Street, Suite 2700, Fort Worth, Texas 76102.
SRB
SRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as President of Sid R. Bass, Inc. ("SRB, Inc.").
SRB, Inc. is a Texas corporation. SRB, Inc.'s principal businesses are the
ownership and operation of oil and gas properties (through Bass Enterprises
Production Co. ("BEPCO")), the ownership and operation of gas processing plants
and carbon black plants (through various partnerships), farming and ranching,
investing in marketable securities and real estate investment and development.
The principal business address of SRB, Inc., which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal address of
BEPCO, which also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
LMB
LMB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as President of Lee M. Bass, Inc. ("LMB, Inc.").
LMB, Inc. is a Texas corporation. LMB, Inc.'s principal businesses are the
ownership and operation of oil and gas properties (through BEPCO), the ownership
and operation of gas processing plants and carbon black plants (through various
partnerships), farming and ranching, investing in marketable securities and real
estate investment and development. The principal business address of LMB, Inc.,
which also serves as its principal office, is 201 Main Street, Suite 2700, Fort
Worth, Texas 76102.
TIF
TIF is a Delaware limited partnership, the principal business of which
is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of TIF, which also serves as its
principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to TFI, the sole general partner of TIF, is set forth below.
TFI
TFI is a Delaware limited partnership, the principal business of which is
serving as the sole general partner of TIF. The principal business address of
TFI, which also serves as its principal office, is 201 Main Street, Suite 3200,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to TCM, the sole general partner of TFI, is set forth
below.
TCM
TCM is a Delaware corporation, the principal business of which is serving
as the sole general partner of TFI. The principal business address of TCM, which
also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth,
Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, the name,
residence or business address, and present principal occupation or employment
of each director, executive officer and controlling person of TCM are as
follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas M. Taylor See answers above. See answers above.
W. R. Cotham See answers above. See answers above.
TMT
See answers above.
(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.
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
PII Working Capital (1) $ 4,733,540.00
BMT Trust Funds (2) $ 395,625.00
SRB Personal Funds (3) $ 474,750.00
LMB Personal Funds (3) $ 474,750.00
(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.
(2) As used herein, the term "Trust Funds" includes income from the
various investments of the trust plus sums borrowed from banks and brokerage
firm margin accounts for general purposes. None of the funds reported herein
as "Trust Funds" were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading or voting the Stock.
(3) As used herein, the term "Personal Funds" may include sums borrowed
from banks and brokerage firm margin accounts, none of which were borrowed or
otherwise obtained for the specific purpose of acquiring, handling, trading or
voting the Stock.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired and continue to hold the shares of the
Stock reported herein for investment purposes. Consistent with such purposes,
the Reporting Persons have had, and expect to continue to have, discussions with
management of the Issuer concerning various operational and financial aspects
of the Issuer's business. The Reporting Persons also may, in the future, have
discussions with management and other shareholders of the Issuer concerning
various ways of maximizing long-term shareholder value. The Reporting Persons
remain, however, supportive of Management's efforts to enhance shareholder
value.
Depending on market conditions and other factors that each of the
Reporting Persons may deem material to its investment decision, such Reporting
Person may purchase additional shares of the Stock in the open market or in
private transactions. Depending on these same factors, such Reporting Person
may sell all or a portion of the shares of the Stock that it now owns or
hereafter may acquire on the open market or in private transactions.
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.
(a)
Reporting Persons
PII
The aggregate number of shares of the Stock that PII owns beneficially,
pursuant to Rule 13d-3 of the Act, is 315,500, which constitutes approximately
6.1% of the outstanding shares of the Stock.
BMT
The aggregate number of shares of the Stock that BMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 39,919, which constitutes approximately
0.8% of the outstanding shares of the Stock.
SRB
The aggregate number of shares of the Stock that SRB owns beneficially,
pursuant to Rule 13d-3 of the Act, is be 47,903, which constitutes approximately
0.9% of the outstanding shares of the Stock.
LMB
The aggregate number of shares of the Stock that LMB owns beneficially,
pursuant to Rule 13d-3 of the Act, is 47,903, which constitutes approximately
0.9% 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 PII, TIF may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 315,500 shares of the Stock, which constitutes
approximately 6.1% 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 PII, TFI may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 315,500 shares
of the Stock, which constitutes approximately 6.1% 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 PII, TCM may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 315,500 shares of the Stock, which constitutes
approximately 6.1% 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 PII,
TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 315,500 shares of the Stock, which constitutes approximately 6.1% of the
outstanding shares of the Stock.
PG
Because of its position as the sole general partner of PII, PG may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
315,500 shares of the Stock, which constitutes approximately 6.1% of the
outstanding shares of the Stock.
PRB
Because of his positions as sole trustee and as a trustor of BMT, PRB
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
39,919 shares of the Stock, which constitutes approximately 0.8% of the
outstanding shares of the Stock.
NLB
Because of her position as a trustor of BMT, NLB may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 39,919 shares of the
Stock, which constitutes approximately 0.8% of the outstanding shares of the
Stock.
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
PII
Acting through its sole general partner, PII has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 315,500
shares of the Stock.
BMT
Acting through its Trustee, BMT has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 39,919 shares of the
Stock.
SRB
SRB has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 47,903 shares of the Stock.
LMB
LMB has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 47,903 shares of the Stock.
Controlling Persons
TIF
As the sole member of PG, which is the sole general partner of PII, TIF
has the sole power to vote or to direct the vote and to dispose or to direct the
disposition of 315,500 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 PII, TFI has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 315,500 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
PII, TCM has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 315,500 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 PII, TMT has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
315,500 shares of the Stock.
PG
As the sole general partner of PII, PG has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 315,500 shares
of the Stock.
PRB
In his capacity as Trustee of BMT, PRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 39,919 shares of
the Stock.
NLB
NLB has no power to vote or to direct the vote or to dispose or to
direct the disposition of any shares of the Stock.
(c) During the past 60 days, the Reporting Persons have purchased
shares of the Stock in transactions on the NASDAQ, as follows:
REPORTING NO. OF SHARES PRICE PER
PERSON DATE PURCHASED SHARE
PII 07/07/98 314,500 $ 15.00
PII 07/08/98 1,000 16.04
Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in shares of the Stock during the
past 60 days.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person 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 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
BMT, LMB and the Sid R. Bass Management Trust ("SRBMT") (an affiliate of
SRB) also hold 220,000, 264,000 and 264,000 Stock warrants (the "Warrants"),
respectively. The Warrants may be exercised on or after December 11, 1998 and
will expire on December 11, 2005 (the "Expiration Date"), provided that the
Warrants may be exercised in whole or in part prior to December 11, 1998 in
connection with or following a Change in Control of the Issuer, as defined in
the Warrants. Each Warrantholder has the right to purchase from the Issuer one
share of Stock per Warrant (subject to adjustment pursuant to the terms of the
Warrants) at a price of $2.25 per share (subject to adjustment pursuant to the
terms of the Warrants, the "Exercise Price"). The Issuer's recent public
offering of its Stock has resulted in a decrease in the Exercise Price to
approximately $2.13 per share and an increase of 12,610, 15,132 and 15,132
shares of Stock which may be acquired upon the exercise of such Warrants by BMT,
LMB and SRBMT, respectively. Future issuances of Common Stock and other events
may result in further adjustments to the Exercise Price and number of shares
underlying the Warrants under the terms and conditions set forth in the
Warrants.
In addition, BMT, LMB and SRBMT have entered into a Registration Rights
Agreement with the Issuer pursuant to which the Issuer is required to register
under the Securities Act the Stock underlying the Warrants on or before October
12, 1998. Thereafter, subject to certain conditions, BMT, SRB and LMB also have
the right to demand the registration of the 39,919, 47,903 and 47,903 shares of
Stock that they currently hold. The Registration Rights Agreement also contains
further customary terms and conditions, including certain piggy-back
registration rights.
The foregoing summaries of the Warrants and the Registration Rights
Agreement are qualified in their entirety by reference to the complete text of
the Warrants and Registration Rights Agreement, which are incorporated herein
by reference as exhibits.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings or relationships
with respect to the shares of the Stock owned by the Reporting Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii), filed herewith.
Exhibit 99.2 -- Registration Rights Agreement dated October 11, 1995
(incorporated by reference to Exhibit 1 to the Issuer's Form 8-K dated February
7, 1996).
Exhibit 99.3 -- Form of Warrant dated December 12, 1995 (incorporated
by reference to Exhibit 1 to the Issuer's Form 8-K dated February 7, 1996).
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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: July 20, 1998
PORTFOLIO II 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
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
SID R. BASS (2)
LEE M. BASS (3)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
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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.
99.2 Registration Rights Agreement dated October 11, 1995 (incorporated by
reference to Exhibit 1 to the Issuer's Form 8-K dated February 7, 1996).
99.3 Form of Warrant dated December 12, 1995 (incorporated by reference to
Exhibit 1 to the Issuer's Form 8-K dated February 7, 1996).
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 W. Robert
Cotham, Mark L. Hart, Jr. and William P. Hallman, Jr., and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, 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
Hawthorne Financial Corporation, 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 20, 1998
PORTFOLIO II 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
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
SID R. BASS (2)
LEE M. BASS (3)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
