SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 8, 1999
(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 21.1% of the 6,089,487 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 5,298,613 shares
outstanding.
<PAGE>
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): 6.7%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio Genpar,
L.L.C.
<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): 4.9% (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.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 5,531,223 shares of
the Stock outstanding.
<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): 5.0% (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.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 5,577,745 shares of
the Stock outstanding.
<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): 5.9% (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.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 5,577,745 shares of
the Stock outstanding.
<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): 5.9% (2)
14. Type of Reporting Person: IN
- ----------
(1) Includes 279,132 shares of the Stock that may be acquired upon exercise of
warrants.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 5,577,745 shares of
the Stock outstanding.
<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, as
amended by Amendment No. 1 dated October 12, 1998 (the "Schedule 13D"), relating
to the Common Stock, par value $.01 per share (the "Stock"), of Hawthorne
Financial Corporation (the "Issuer").
Item 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as follows:
(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 Management Trust ("SRBMT"), Sid R. Bass
("SRB") and Lee M. Bass ("LMB"). PII, BMT, SRBMT, 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"), William P. Hallman, Jr. ("WPH"), 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
William P. Hallman, 201 Main Street Director and Shareholder
Jr. Suite 2500 of Kelly, Hart and
Fort Worth, Texas 76102 Hallman, P.C. ("KHH")
W. R. Cotham 201 Main Street Vice President/
Suite 2600 Controller of
Fort Worth, Texas 76102 Bass Enterprises
Production Co. ("BEPCO")
KHH is a law firm whose business address is 201 Main Street, Suite 2500,
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.
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.
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.
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.
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
William P. Hallman, See answers above. See answers above.
Jr.
W. R. Cotham See answers above. See answers above.
WPH
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 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
6.7% 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
4.9% of the 5,531,223 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 5.0% of the 5,577,745 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 5.9% of the 5,577,745 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
5.9% of the 5,577,745 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 6.7% 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 6.7% 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 6.7% of the outstanding shares of the Stock.
WPH
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,
WPH 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 6.7% 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 6.7% 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 4.9% of the
5,531,223 shares of the Stock deemed to be outstanding pursuant to Rule 13d-
3(d)(1)(i).
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 4.9% of the 5,531,223 shares of the Stock
deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i).
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.
WPH
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, WPH 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, the Reporting Persons have effected no
transactions in shares of the Stock.
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), previously filed.
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).
<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: October 22, 1999
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/ 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.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii),
previously filed.
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).
