SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Gainsco, Inc.
(Name of Issuer)
Common Stock, par value $.10
(Title of Class of Securities)
363127101
(Cusip Number)
John A. (Pete) Bricker, Jr.
1601 Elm Street, Suite 4000
Dallas, Texas 75201
(214)720-1688
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 27, 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).
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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 24, 1998,
as amended by Amendment No. 1 dated August 5, 1998, as amended by Amendment No.
2 dated August 18, 1998 (the "Schedule 13D"), relating to the Common Stock, par
value $.10 per share (the "Stock"), of Gainsco, Inc. Unless otherwise
indicated, all defined terms used herein shall have the same meanings
respectively ascribed to them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding at the end thereof the following:
As previously disclosed, the Reporting Persons acquired shares of the
Stock because they believed there to be unexploited opportunities to increase
shareholder value. Subsequently, however, the Reporting Persons have been
unable to resolve their concerns over the problems they believe to be inherent
in the Issuer's recently reformulated business strategy. The Reporting Persons
have also been unable to resolve their concern that the Issuer's Board may not
have considered fully and impartially all available options to maximize
shareholder value, including the possibility that the Issuer be sold. The
Reporting Persons further believe that the Board's full and impartial
consideration of all available options, as well as the interests of shareholders
generally, would best be served by the addition of two new directors to the
Board.
Accordingly, the Reporting Persons have filed with the Securities and
Exchange Commission a preliminary Solicitation Statement to solicit the consent
of 25% of the Issuer's shareholders (as required by the Issuer's Bylaws) to call
a special meeting of the shareholders. The purpose of the special meeting will
be to consider and vote upon three proposals: (i) a resolution urging the
Issuer's board of directors to consider fully and impartially all available
options to increase shareholder value, including the possibility that the Issuer
be sold, (ii) the removal of two members of the Issuer's board of directors, and
(iii) the election of two director nominees supported by the Reporting Persons
to fill the resulting vacancies.
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 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.
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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: August 27, 1998
SANDERA PARTNERS, L.P.
By: Sandera Capital Management, L.P., its
general partner
By: Sandera Capital, L.L.C., its
general partner
By: /s/ John A. Bricker, Jr.
John A. (Pete) Bricker, Jr.,
President
SCM ADVISORS, L.L.C.
By: /s/ John A. Bricker, Jr.
John A. (Pete) Bricker, Jr., President
NEWCASTLE PARTNERS, L.P.
By: /s/ Mark E. Schwarz
Mark E. Schwarz, general partner
/s/ John A. Bricker, Jr.
JOHN A. (PETE) BRICKER, JR.
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<PAGE> EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii), previously filed.
