SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Hawthorne Financial Corporation
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
420542102
(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)
October 12, 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 reported herein is 1,283,999 shares, which
constitutes approximately 21.5% of the 5,978,470 shares deemed outstanding
pursuant to Rule 13d-3(d)(1). Unless otherwise stated herein, all other
ownership percentages set forth herein assume that there are 5,187,596 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: 00-Partnership Contributions
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: 357,400 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 357,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
357,400
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.9%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio Genpar,
L.L.C.
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<PAGE>
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:
272,529 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.0% (3)
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Perry R. Bass
(2) Includes 232,610 shares of the Stock that may be acquired upon exercise of
warrants that become exercisable on December 12, 1998.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 5,420,206 shares
of the Stock outstanding.<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. 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: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
279,132 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.1% (3)
14. Type of Reporting Person: 00-Trust
- ----------
(1) One of the trustees and the sole trustor of Sid R. Bass Management Trust
is Sid R. Bass.
(2) Represents 279,132 shares of the Stock that may be acquired upon exercise
of warrants that become exercisable on December 12, 1998.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 5,466,728 shares
of the Stock outstanding.<PAGE>
<PAGE>
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
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:
327,035 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.0% (2)
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as sole trustor of Sid R. Bass Management Trust with
respect to 279,132 shares of the Stock that may be acquired upon exercise
of warrants that become exercisable on December 12, 1998.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 5,466,728 shares
of the Stock outstanding.<PAGE>
<PAGE>
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:
327,035 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.0% (2)
14. Type of Reporting Person: IN
- ----------
(1) Includes 279,132 shares of the Stock that may be acquired upon exercise of
warrants that become exercisable on December 12, 1998.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 5,466,728 shares
of the Stock outstanding.<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 July 8, 1998
(the "Schedule 13D"), relating to the Common Stock, par value $.01 per share
(the "Stock"), of Hawthorne Financial Corporation.
Item 2. IDENTITY AND BACKGROUND.
Paragraph (a) of Item 2 hereby is partially amended by adding at the end
thereof the following:
Sid R. Bass Management Trust ("SRBMT") hereby joins this filing because it
may be deemed to constitute a "group" with the Reporting Persons 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 SRBMT or the
other Reporting Persons that a group exists. As used hereinafter, the term
"Reporting Persons" shall also include reference to SRBMT.
Paragraphs (b) - (c) of Item 2 hereby are partially amended by adding at
the end thereof the following:
SRBMT
SRBMT is a revocable trust existing under the laws of the State of Texas.
The address of SRBMT is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to its Trustees, PRB, LMB and SRB, has been set forth.
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 shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
PII Other (1) $ 5,350,747.14
BMT Trust Funds (2) $ 603,564.70
SRBMT Trust Funds (2) $ 249,527.65
SRB Personal Funds (3) $ 474,750.00
LMB Personal Funds (3) $ 724,277.65
(1) Contributions from partners.
(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 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(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 357,400, which constitutes approximately
6.9% 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 272,529, which constitutes approximately
5.0% of the 5,420,206 shares of the Stock deemed outstanding pursuant to Rule
13d-3(d)(1)(i).
SRBMT
The aggregate number of shares of the Stock that SRBMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 279,132, which constitutes
approximately 5.1% of the 5,466,728 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i).
SRB
Because of his position of sole trustor of SRBMT, and because of his
direct beneficial ownership of 47,903 shares of the Stock, the aggregate number
of shares of the Stock that SRB owns beneficially, pursuant to Rule 13d-3 of the
Act, is 327,035, which constitutes approximately 6.0% of the 5,466,728 shares
of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
LMB
The aggregate number of shares of the Stock that LMB owns beneficially,
pursuant to Rule 13d-3 of the Act, is 327,035, which constitutes approximately
6.0% of the 5,466,728 shares of the Stock deemed outstanding pursuant to Rule
13d-3(d)(1)(i).
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 357,400 shares of the Stock, which constitutes
approximately 6.9% 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 357,400 shares
of the Stock, which constitutes approximately 6.9% 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 357,400 shares of the Stock, which constitutes
approximately 6.9% 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 357,400 shares of the Stock, which constitutes approximately 6.9% 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
357,400 shares of the Stock, which constitutes approximately 6.9% 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
272,529 shares of the Stock, which constitutes approximately 5.0% 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 272,529 shares of the
Stock, which constitutes approximately 5.0% 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 357,400
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.
SRBMT
SRBMT has no power to vote or to direct the vote or to dispose or to
direct the disposition of any 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 357,400 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 357,400 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 357,400 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
357,400 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 357,400 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, PII has purchased shares of the Stock in
transactions on the NASDAQ, as follows:
NO. OF SHARES PRICE PER
DATE PURCHASED SHARE
09/02/98 3,000 $ 14.25
09/03/98 6,100 14.51
09/08/98 1,300 14.37
09/15/98 7,500 14.67
09/17/98 5,000 14.54
09/18/98 5,000 14.67
09/28/98 9,000 15.26
09/30/98 5,000 14.79
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 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
(previously 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 (previously
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: October 22, 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/ William O. Reimann, IV
William O. Reimann, IV,
Vice President
/s/ William P. Hallman, Jr.
William P. Hallman, Jr.,
Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
SID R. BASS MANAGEMENT TRUST (2)
SID R. BASS (3)
LEE M. BASS (4)
(1) A Power of Attorney authorizing William P. Hallman, Jr., 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 William P. Hallman, Jr., et al., to act
on behalf of Sid R. Bass Management Trust previously has been filed
with the Securities and Exchange Commission.
(3) A Power of Attorney authorizing William P. Hallman, Jr., et al., to act
on behalf of Sid R. Bass previously has been filed with the Securities
and Exchange Commission.
(4) A Power of Attorney authorizing William P. Hallman, Jr., 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 (previously
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 (previously 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., William O. Reimann, IV 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: October 22, 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/ William O. Reimann, IV
William O. Reimann, IV,
Vice President
/s/ William P. Hallman, Jr.
William P. Hallman, Jr.,
Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
SID R. BASS MANAGEMENT TRUST (2)
SID R. BASS (3)
LEE M. BASS (4)
(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 Management Trust 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 Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
(4) 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.
