SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
November 30, 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 988,220 shares, which
constitutes approximately 16.1% of the 6,119,675 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 5,328,801 shares
outstanding.
<PAGE>
1. Name of Reporting Person:
TF 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: 3,574 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,574 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,574
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
- ----------
(1) Power is exercised through its sole general partner, Trinity Capital
Management, Inc.
<PAGE>
1. Name of Reporting Person:
FW Trinity Limited 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: Texas
7. Sole Voting Power: 45,723 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 45,723 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
45,723
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: PN
- ----------
(1) Power is exercised through its sole general partner, TF-FW Investors, Inc.
<PAGE>
1. Name of Reporting Person:
National Bancorp of Alaska, Inc.
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: 12,324 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 12,324 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
12,324
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.2%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Richard Strutz.
<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 5,561,411 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 5,607,933 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): 5.8% (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 5,607,933 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): 5.8% (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 5,607,933 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, as amended by Amendment No. 2
dated October 8, 1999 (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:
Pursuant to 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 TF Investors, L.P. ("TF
Investors"), FW Trinity Limited Investors, L.P. ("FW Trinity"), National Bancorp
of Alaska, Inc. ("Alaska"), The Bass Management Trust ("BMT"), Sid R. Bass
Management Trust ("SRBMT"), Sid R. Bass ("SRB") and Lee M. Bass ("LMB") (the
"Reporting Persons"). Additionally, information is included herein with respect
to the following persons (collectively, the "Controlling Persons"): Trinity
Capital Management, Inc. ("TCM"), William P. Hallman, Jr. ("WPH"), TF-FW
Investors, Inc. ("TF-FW"), Peter Sterling ("PS"), Richard Strutz ("RS"), Perry
R. Bass ("PRB") and Nancy L. Bass ("NLB"). The Reporting Persons and the
Controlling Persons are sometimes hereinafter collectively referred to as the
"Item 2 Persons." The Item 2 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 Item 2 Persons that
such a group exists.
(b)-(c)
TF Investors
TF Investors is a Delaware limited partnership, the principal business of
which is investment in securities. The principal business address of TF
Investors, 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 TF
Investors, is set forth below.
TCM
TCM is a Delaware corporation, the principal business of which is serving
as the sole general partner of TF Investors. 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, 201 Main Street Director and Share-
Jr. Suite 2500 holder of Kelly,
Fort Worth, Texas Hart and Hallman,
76102 P.C. ("KHH")
W. R. Cotham 201 Main Street Vice President/
Suite 2600 Controller of
Fort Worth, Texas Bass Enterprises
76102 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.
WPH
See answers above.
FW Trinity
FW Trinity is a Texas limited partnership, the principal business of which
is investment in securities. The principal business address of FW Trinity,
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 TF-FW, the sole general partner of FW Trinity, is
set forth below.
TF-FW
TF-FW is a Texas corporation, the principal business of which is serving as
the sole general partner of FW Trinity. The principal business address of TF-FW,
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 TF-FW
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.
PS
PS's principal occupation or employment is serving as the Chief Financial
Officer of Sid R. Bass, Inc. ("SRB, Inc.") and Lee M. Bass, Inc. ("LMB, Inc.")
PS's business address is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
SRB, Inc. is a Texas corporation. SRB, 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 SRB, Inc.,
which also serves as its principal office, is 201 Main Street, Suite 2700, Fort
Worth, Texas 76102.
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.
Alaska
Alaska is a Delaware corporation, the principal business of which is
general banking. The principal business address of Alaska, which also serves as
its principal office, is 301 West Northern Lights Boulevard, Anchorage, Alaska
99503.
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 Alaska are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Donald B. Abel, Jr. 301 West Northern President of Don Abel
(Director) Lights Boulevard Building Supplies, Inc.
Anchorage, Alaska (retail building supplies)
99503
Gary M. Baugh 301 West Northern President of Baugh Construc-
(Director) Lights Boulevard tion and Engineering Company
Anchorage, Alaska (construction)
99503
Carl F. Brady, Jr. 301 West Northern Chairman and CEO, Brady & Co.
(Director) Lights Boulevard (insurance brokerage)
Anchorage, Alaska
99503
Alec W. Brindle 301 West Northern President of Wards Cove
(Director) Lights Boulevard Packing Company, Inc.
Anchorage, Alaska (salmon cannery)
99503
James O. Campbell 301 West Northern Campbell & Campbell since
(Director) Lights Boulevard 1997 (apartment rentals);
Anchorage, Alaska from 1994 to 1997 Commissioner
99503 of Arctic Research Commission
(national research needs and
objectives in the Arctic)
Jeffry J. Cook 301 West Northern V.P., External Affairs &
(Director) Lights Boulevard Administration, Williams
Anchorage, Alaska Alaska Petroleum, Inc.
99503
Patrick S. Cowan 301 West Northern Owner, Birch Ridge Golf
(Director) Lights Boulevard Course (golf)
Anchorage, Alaska
99503
Gary Dalton 301 West Northern Executive Vice President/
Lights Boulevard Controller of Alaska
Anchorage, Alaska
99503
Sharon D. Gagnon 301 West Northern Civic Leader
(Director) Lights Boulevard
Anchorage, Alaska
99503
Roy Huhndorf 301 West Northern Management Consultant since
(Director) Lights Boulevard 1998; Chairman of the Board of
Anchorage, Alaska Cook Inlet Region, Inc. from
99503 1996 to 1998 (Alaska
Native Regional Corporation);
Chairman of Alaska Native
Heritage Center from 1999
to present
James H. Jansen 301 West Northern President & CEO of Lynden
(Director) Lights Boulevard Incorporated (trucking and
Anchorage, Alaska transportation)
99503
Donald L. Mellish 301 West Northern Chairman of the Executive
(Director) Lights Boulevard Committee of National Bank
Anchorage, Alaska of Alaska
99503
Emil R. Notti 301 West Northern Consultant with Alaska
(Director) Lights Boulevard Native Foundation
Anchorage, Alaska
99503
Howard R. Nugent 301 West Northern President of Howdie
(Director) Lights Boulevard Homes Inc. (residential
Anchorage, Alaska and commercial construction)
99503
Tennys B. Owens 301 West Northern President of Artique Lt.
(Director) Lights Boulevard Gallery (art retail sales,
Anchorage, Alaska marketing and publishing)
99503
Eugene A. Parrish, 301 West Northern Vice President of Holland
Jr. Lights Boulevard America Cruise Lines since
(Director) Anchorage, Alaska 1996 (travel); President
99503 of Westmark Hotels, Inc.
(hotel & restaurant manage-
ment)
J. Michael Pate 301 West Northern President of National Bank of
(Director) Lights Boulevard Alaska Insurance Services, LLC
Anchorage, Alaska (insurance)
99503
Martin R. Pihl 301 West Northern Retired since 1995; Acting
(Director) Lights Boulevard Executive Director, Alaska
Anchorage, Alaska Permanent Fund Corp. from
99503 1994 to 1995 (investments)
Edward F. Randolph 301 West Northern President of Edward F.
(Director) Lights Boulevard Randolph Ins. Agency, Inc.
Anchorage, Alaska (insurance)
99503
Edward B. Rasmuson 301 West Northern Chairman of the Board of
(Director) Lights Boulevard Alaska and of the National
Anchorage, Alaska Bank of Alaska
99503
Major General John 301 West Northern Consulting, Arctic Slope
Schaeffer (Ret.) Lights Boulevard Regional Corporation
(Director) Anchorage, Alaska (Alaska Native Regional
99503 Corporation)
Michael K. Snowden 301 West Northern President of Service
(Director) Lights Boulevard Transfer Inc. (fuel
Anchorage, Alaska distribution and
99503 transport services)
Richard Strutz 301 West Northern President of Alaska and
(Director) Lights Boulevard of National Bank of
Anchorage, Alaska Alaska
99503
George S. Suddock 301 West Northern Chairman of Alaska
(Director) Lights Boulevard National Corporation
Anchorage, Alaska (insurance)
99503
Richard A. Wien 301 West Northern Chairman & CEO of
(Director) Lights Boulevard Floorcraft (floor
Anchorage, Alaska coverings)
99503
Sharon Wikan 301 West Northern Secretary - Treasurer of
(Director) Lights Boulevard Hammer & Wikan since 1995
Anchorage, Alaska (retail grocery and general
99503 merchandise); Secretary -
Treasurer of Rock-N-Road
Const. from 1991 to 1995
(road construction)
RS
See answers above.
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,
Suite 2700 Inc. ("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.
PRB
See answers above.
NLB
See answers above.
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 SRB, Inc.
SRB, Inc.
See answers above.
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 LMB, Inc.
LMB, Inc.
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.
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
TF Investors Other (1) $ 53,507.47
FW Trinity Other (1) $ 684,526.97
Alaska Working Capital (2) $ 184,508.21
BMT Trust Funds (3) $ 603,564.70
SRBMT Trust Funds (3) $ 249,527.65
SRB Personal Funds (4) $ 474,750.00
LMB Personal Funds (4) $ 724,277.65
(1) Contributions from partners.
(2) 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
shares of Stock.
(3) 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.
(4) 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.
By reason of the dissolution of Trinity I Fund, L.P. and its associated
entities, and the consequent distribution in kind of the securities held thereby
to the applicable equity owners, the previously existing filing group is being,
and is hereby, dissolved. Accordingly, Item 4 is hereby amended and restated in
its entirety as follows:
The Reporting Persons acquired and continue to hold the shares of the
Stock reported herein for investment purposes. Depending on market conditions
and other factors that the Reporting Persons may deem material to their
investment decision, the Reporting Persons may purchase additional Stock in the
open market or in private transactions. Depending on these same factors, the
Reporting Persons may sell all or a portion of the Stock 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.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
Reporting Persons
TF Investors
The aggregate number of shares of the Stock that TF Investors owns
beneficially, pursuant to Rule 13d-3 of the Act, is 3,574, which constitutes
less than 0.1% of the outstanding shares of the Stock.
FW Trinity
The aggregate number of shares of the Stock that FW Trinity owns
beneficially, pursuant to Rule 13d-3 of the Act, is 45,723, which constitutes
approximately 0.9% of the outstanding shares of the Stock.
Alaska
The aggregate number of shares of the Stock that Alaska owns
beneficially, pursuant to Rule 13d-3 of the Act, is 12,324, which constitutes
approximately 0.2% 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 5,561,411 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 5,607,933 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 5.8% of the 5,607,933 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
5.8% of the 5,607,933 shares of the Stock deemed outstanding pursuant to Rule
13d-3(d)(1)(i).
Controlling Persons
TCM
Because of its position as the sole general partner of TF Investors, TCM
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
3,574 shares of the Stock, which constitutes less than 0.1% of the outstanding
shares of the Stock.
WPH
Because of his position as (i) the President and sole stockholder of
TCM, which is the sole general partner of TF Investors and (ii) President and
stockholder of TF-FW, which is the sole general partner of FW Trinity, WPH may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
49,297 shares of the Stock, which constitutes approximately 0.9% of the
outstanding shares of the Stock.
TF-FW
Because of its position as the sole general partner of FW Trinity, TF-FW
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
45,723 shares of the Stock, which constitutes approximately 0.9% of the
outstanding shares of the Stock.
PS
Because of his position as a stockholder of TF-FW, which is the sole
general partner of FW Trinity, PS may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 45,723 shares of the Stock, which
constitutes approximately 0.9% of the outstanding shares of the Stock.
RS
Because of his position as President of Alaska, RS may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 12,324 shares of the
Stock, which constitutes approximately 0.2% 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
5,561,411 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 5,561,411 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
TF Investors
Acting through its sole general partner, TF Investors has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
3,574 shares of the Stock.
FW Trinity
Acting through its sole general partner, FW Trinity has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
45,723 shares of the Stock.
Alaska
Acting through its President, Alaska has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 12,324 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
TCM
As the sole general partner of TF Investors, TCM has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of 3,574
shares of the Stock.
WPH
As the President and sole stockholder of TCM, which is the sole general
partner of TF Investors, WPH has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of 3,574 shares of the Stock. Also,
in his capacity as the President and a stockholder of TF-FW, which is the sole
general partner of FW Trinity, WPH has the shared power to vote or to direct the
vote and to dispose or to direct the disposition of 45,723 shares of the Stock.
TF-FW
As the sole general partner of FW Trinity, TF-FW has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of 45,723
shares of the Stock.
PS
In his capacity as a stockholder of TF-FW, which is the sole general
partner of FW Trinity, PS has the shared power to vote or to direct the vote and
to dispose or to direct the disposition of 45,723 shares of the Stock.
RS
In his capacity as President of Alaska, RS has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 12,324 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) See Item 4.
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).
Exhibit 99.4 -- Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii), filed herewith.
<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: December 3, 1999
TF INVESTORS, L.P.,
a Delaware limited partnership
By: Trinity Capital Management, Inc.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
FW TRINITY LIMITED INVESTORS, L.P.,
a Texas limited partnership
By: TF-FW Investors, Inc.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
NATIONAL BANCORP OF ALASKA, INC.
By: /s/ Richard Strutz
Richard Strutz, 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).
99.4 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), filed
herewith.
Exhibit 99.4
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 the person
whose signature appears below constitutes and appoints W. Robert Cotham, Mark L.
Hart, Jr., William P. Hallman, Jr., and William O. Reimann, IV, 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: December 3, 1999
TF INVESTORS, L.P.,
a Delaware limited partnership
By: Trinity Capital Management, Inc.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
FW TRINITY LIMITED INVESTORS, L.P.,
a Texas limited partnership
By: TF-FW Investors, Inc.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
NATIONAL BANCORP OF ALASKA, INC.
By: /s/ Richard Strutz
Richard Strutz, President
