SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 5, 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: 1,080,565
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,080,565
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,080,565
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.2%
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.<PAGE>
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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: 64,000
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 64,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
64,000
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: 1,088,153 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: 849
Person
With
10. Shared Dispositive Power: 1,088,153 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,089,002
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.2%
14. Type of Reporting Person: IN
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(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 1,080,565 and
7,588 shares of the Stock, respectively.<PAGE>
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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,
(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 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 the shares is set forth below.
SOURCE OF FUNDS AMOUNT OF FUNDS
Sandera Working Capital (1) $ 6,617,892.07
Advisors Other (2) $ 62,641.96
Newcastle Working Capital (1) $ 388,570.00
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.
Item 4 is hereby amended and restated in its entirety as follows:
The Reporting Persons have now concluded the most attractive
opportunity for increasing the value of the Issuer's shares, on a present value
basis, is through the sale of the Issuer. The Reporting Persons have concluded
the Issuer's recently reformulated business plan is problematic, at best, and
that there should be a number of parties interested in purchasing the Issuer at
a price well in excess of its current market price. The Reporting Persons also
believe it unlikely the Issuer's implementation of its business plan will result
in a present value greater than that which would be realized through the
Issuer's sale. Accordingly, the Reporting Persons are currently considering
alternatives available to them to encourage a sale of the Issuer. In that
connection, the Reporting Persons have engaged the services of D.F. King & Co.,
Inc., a proxy solicitation firm, to assist in their evaluation of such
alternatives.
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.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
Reporting Persons
Sandera
Pursuant to Rule 13d-3(a), Sandera is the beneficial owner of
1,080,565 shares of the Stock, which constitutes approximately 5.2% 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 64,000
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 1,089,002 shares of the Stock, which constitutes
approximately 5.2% 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 1,080,565 shares of the Stock,
which constitutes approximately 5.2% 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 1,088,153 shares of the Stock, which constitutes approximately 5.2% 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 1,080,565, and 64,000 shares of the
Stock, respectively, which constitutes approximately 5.5% 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 1,088,153 shares of the Stock, which constitutes
approximately 5.2% 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 1,088,153 shares of the Stock, which
constitutes approximately 5.2% 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
1,080,565 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 64,000 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 1,088,153 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
1,080,565 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 1,088,153 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 1,144,565 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 1,088,153 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 1,088,153 shares of the
Stock.
(c)
Since their last 13D filing, 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
Newcastle 08/03/98 5,000 $ 6.03
Newcastle 08/05/98 5,000 $ 6.06
Sandera 08/05/98 5,000 $ 6.05
Sandera 08/05/98 4,000 $ 6.05
Sandera 08/05/98 1,000 $ 5.99
Sandera 08/05/98 20,000 $ 6.05
Sandera 08/05/98 35,000 $ 6.05
(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), 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 7, 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
