SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
July 24, 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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1. Name of Reporting Person:
Sandera Partners, 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 (See Item 3)
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: 1,015,565
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,015,565
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,015,565
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%
14. Type of Reporting Person: PN
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1. Name of Reporting Person:
SCM Advisors, L.L.C.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO (See Item 3)
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: 7,588(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 7,588(1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,588 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): .04%
14. Type of Reporting Person: IA
- -----------
(1) Solely in its capacity as investment advisor for various accounts.
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1. Name of Reporting Person:
Newcastle Partners, 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 (See Item 3)
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: 54,000
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 54,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
54,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: PN
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1. Name of Reporting Person:
John A. (Pete) Bricker, Jr.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF(See Item 3)
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: 849
Number of
Shares
Beneficially 8. Shared Voting Power: 1,023,153 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: 849
Person
With
10. Shared Dispositive Power: 1,023,153 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,024,002
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%
14. Type of Reporting Person: IN
- -----------
(1) Solely in his capacity as a controlling person of each of Sandera
Partners, L.P. and SCM Advisors, L.L.C. with respect to 1,015,565 and
7,588 shares of the Stock, respectively.<PAGE>
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, par value $.10 per
share (the "Stock") of Gainsco, Inc. (the "Issuer"). The principal executive
offices of the Issuer are located at 500 Commerce Street, Fort Worth, Texas
76102.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), this Schedule 13D Statement is hereby filed by Sandera Partners, L.P.,
a Texas limited partnership ("Sandera"), SCM Advisors, L.L.C., a Delaware
limited liability company ("Advisors"), Newcastle Partners, L.P., a Texas
limited partnership ("Newcastle"), and John A. (Pete) Bricker, Jr.
Additionally, pursuant to Instruction C to Schedule 13D, information is included
herein with respect to the following persons (collectively, the "Controlling
Persons"): Sandera Capital Management, L.P., a Texas limited partnership
("SCM"), Sandera Capital, L.L.C., a Texas limited liability company ("Capital"),
Clark K. Hunt ("C. Hunt"), Mark E. Schwarz ("Schwarz"), Hunt Financial Partners,
L.P., a Texas limited partnership ("Hunt Financial"), Hunt Financial Group,
L.L.C., a Delaware limited liability company ("Hunt Group"), J.R. Holland, Jr.
("Holland"), and Lamar Hunt, ("L. Hunt"). The Reporting Persons and the
Controlling Persons are sometimes hereinafter collectively referred to as the
"Item 2 Persons."
(b)-(c)
Reporting Persons
Sandera
Sandera is a Texas limited partnership, the principal businesses of
which is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal address of Sandera, which also serves as its
principal office, is 1601 Elm Street, Suite 4000, Dallas, Texas 75201.
Advisors
Advisors is a Delaware limited liability company, the principal
business of which is the purchase, sale, exchange, acquisition and holding of
investment securities on behalf of investment advisory clients. Bricker and C.
Hunt are the Managers of Advisors; and Bricker (President) and C. Hunt (Vice-
President and Secretary) are its principal officers. The principal address of
Advisors, which also serves as its principal office, is 1601 Elm Street, Suite
4000, Dallas, Texas 75201.
Newcastle
Newcastle is a Texas limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal address of Newcastle, which also serves as its
principal office, is 4650 Cole Avenue, Suite 331, Dallas, Texas 75205.
Bricker
Bricker's principal occupation or employment is serving as the
President of Capital and as a Manager and the President of Advisors. The
principal address of Bricker, which also serves as his principal office, is 1601
Elm Street, Suite 4000, Dallas, Texas 75201.
Controlling Persons
Pursuant to Instruction C to Schedule 13D of the Act, information with
respect to the Controlling Persons is set forth below. The principal address
of each Controlling Person, which also serves as its principal office, is 1601
Elm Street, Suite 4000, Dallas, Texas 75201.
SCM is a Texas limited partnership, the principal business of which
is serving as the general partner of the Reporting Person and activities related
thereto.
Capital is a Texas limited liability company, the principal business
of which is serving as the general partner of SCM and activities related
thereto. Bricker, C. Hunt and Schwarz are the managers of Capital; and Bricker
(President) and C. Hunt (Vice-President and Secretary) are its principal
officers.
The principal occupation of each of C. Hunt and Schwarz is financial
management.
Schwarz is also the sole general partner of Newcastle.
Hunt Financial is a Texas limited partnership, the principal business
of which is financial management.
Hunt Group is a Delaware limited liability company, the principal
business of which is serving as the general partner of Hunt Financial and
activities related thereto. Holland, C. Hunt and L. Hunt are the Managers of
the Hunt Group; and Holland (President) and C. Hunt (Vice-President)are its
principal officers.
The principal occupation or employment of each of Holland and L. Hunt
is financial management.
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 the shares is set forth below.
SOURCE OF FUNDS AMOUNT OF FUNDS
Sandera Working Capital (1) $ 6,224,707.07
Advisors Other (2) $ 62,641.96
Newcastle Working Capital (1) $ 328,190.00
Bricker Personal Funds $ 5,000.00
(1) As used herein the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from, among other
sources, banks and brokerage firm margin accounts, to operate such business in
general.
(2) As used herein the term "Other" represents funds from managed
accounts.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired and continue to hold the shares of the
Stock reported herein because they believe that there are unexploited
opportunities to increase the shares' value. These opportunities may take the
form of substantially modifying the Issuer's recently reformulated business plan
or selling the Issuer or liquidating its businesses. The Reporting Persons hope
to work with the Issuer's management and the Board of Directors to identify,
evaluate and pursue such opportunities such that the shares' value is maximized.
Depending on market conditions and other factors that the Reporting
Persons may deem material to their investment decision, the Reporting Persons
may purchase additional shares of the 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 shares of the Stock that they now own or hereafter may
acquire in 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
Sandera
Pursuant to Rule 13d-3(a), Sandera is the beneficial owner of
1,015,565 shares of the Stock, which constitutes approximately 4.9% of the
20,867,181 shares of the Stock outstanding.
Advisors
Pursuant to Rule 13d-3(a), Advisors is the beneficial owner of 7,588
shares of the Stock, which constitutes approximately .04% of the 20,867,181
shares of the Stock outstanding.
Newcastle
Pursuant to Rule 13d-3(a), Newcastle is the beneficial owner of 54,000
shares of the Stock, which constitutes approximately 0.3% of the 20,867,181
shares of the Stock outstanding.
Bricker
In his capacity as a controlling person of each of Advisors and
Capital and because of his individual ownership of 849 shares of the Stock,
Bricker may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of an aggregate of 1,016,414 shares of the Stock, which constitutes
approximately 4.9% of the 20,867,181 shares of the Stock outstanding.
Controlling Persons
Each of (1) SCM, as the sole general partner of Sandera and (2)
Capital, as the sole general partner of SCM, may, pursuant to Rule 13d-3 of the
Act, be deemed to be the beneficial owner of 1,015,565 shares of the Stock,
which constitutes approximately 4.9% of the 20,867,181 shares of the Stock
outstanding.
In his capacity as controlling person of each of Advisors and Capital,
C. Hunt may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 1,023,153 shares of the Stock, which constitutes approximately 4.9% of
the 20,867,181 shares of the Stock outstanding.
In his capacity as a controlling person of Capital and as the sole
general partner of Newcastle, Schwarz may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 1,015,565, and 54,000 shares of the
Stock, respectively, which constitutes approximately 5.1% of the 20,867,181
shares of the Stock outstanding.
Each of (1) Hunt Financial, as the majority equity owner of each of
Advisors and Capital, and Hunt Group, as the sole general partner of Hunt
Financial, may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 1,023,153 shares of the Stock, which constitutes
approximately 4.9% of the 20,867,181 shares of the Stock outstanding.
In their capacities as controlling persons of Hunt Group, each of (1)
C. Hunt, (2) Holland, and (3) L. Hunt, may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 1,023,153 shares of the Stock, which
constitutes approximately 4.9% of the 20,867,181 shares of the Stock
outstanding.
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
Sandera
Acting through its general partner, SCM, Sandera has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
1,015,565 shares of the Stock.
Advisors
Acting through its Managers, Bricker and C. Hunt, Advisors has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 7,588 shares of the Stock.
Newcastle
Acting through its general partner, Schwarz, Newcastle has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 54,000 shares of the Stock.
Bricker
In his capacity as a controlling person of each of Advisors and
Capital, Bricker has the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 1,023,153 shares of the Stock. In
addition, in his individual capacity, Bricker has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 849 shares of the
Stock.
Controlling Persons
Acting through its general partner, Capital, SCM has the shared power
to vote or to direct the vote and to dispose or to direct the disposition of
1,015,565 shares of the Stock.
In his capacity as a controlling person of each of Advisors and
Capital, C. Hunt has the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 1,023,153 shares of the Stock.
In his capacity as a controlling person of Capital and as the sole
general partner of Newcastle, Schwarz has the shared power to vote or to direct
the vote and to dispose or to direct the disposition of 1,069,565 shares of the
Stock.
Each of (1) Hunt Financial, as the majority equity owner of each of
Advisors and Capital, and (2) Hunt Group, as the sole general partner of Hunt
Financial, has the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 1,023,153 shares of the Stock.
In their capacities as controlling persons of Hunt Group, each of (1)
C. Hunt, (2) Holland, and (3) L. Hunt has the shared power to vote or to direct
the vote and to dispose or direct the disposition of 1,023,153 shares of the
Stock.
(c)
During the last 60 days, the Reporting Persons have purchased shares
of the Stock in open market transactions on the New York Stock Exchange as
follows:
REPORTING NUMBER OF PRICE PER
PERSON DATE SHARES SHARE
Sandera 07/23/98 47,000 $ 5.97
Newcastle 07/23/98 2,000 $ 6.00
Newcastle 07/23/98 8,000 $ 6.00
Sandera 07/24/98 800,000 $ 5.99
Sandera 07/24/98 115,000 $ 6.06
Newcastle 07/24/98 5,000 $ 6.06
Newcastle 07/24/98 15,000 $ 6.06
Newcastle 07/27/98 10,000 $ 6.31
Newcastle 07/29/98 2,000 $ 6.06
Newcastle 07/29/98 2,000 $ 6.06
Newcastle 07/29/98 5,000 $ 5.99
Newcastle 07/29/98 5,000 $ 5.94
(d)
Not applicable.
(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.
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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 29, 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.
<PAGE>
<PAGE> EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii), filed herewith.
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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 agree 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 John A. (Pete)
Bricker, Shawn T. Wells and Mark E. Schwarz, and each of them, as his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstition, 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
Gainsco, Inc. 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 29, 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.
