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 Par Value
(Title of Class of Securities)
363127101
(Cusip Number)
Joy J. Keller
300 Burnett Street
Fort Worth, Texas 76102
(817)348-3557
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 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).
**The total number of shares reported herein is 1,559,900 shares, which
constitutes approximately 7.5% of the 20,857,024 shares of Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
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1. Name of Reporting Person:
The Millers Mutual Fire Insurance Company
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
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: Texas
7. Sole Voting Power: 1,559,900
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,559,900
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,559,900
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.5%
14. Type of Reporting Person: IC
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Item 1. Security and Issuer.
This statement relates to shares of Common Stock, $.10 par value
(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 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"), this Schedule 13D Statement is hereby filed by The
Millers Mutual Fire Insurance Company, a Texas insurance company
("Millers").
(b)-(c)
Millers
Millers is a Texas mutual insurance company organized under Chapter
15 of the Texas Insurance Code, and provides a broad range of property and
casualty insurance products for individuals and businesses. The principal
address of Millers, which also serves as its principal office, is 300
Burnett Street, 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 Millers are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Frank G. Dunham,Jr. 300 Burnett Street Chairman of the
Fort Worth, TX 76102 Board and CEO
of Millers
F. George Dunham,III 300 Burnett Street Vice Chairman of the
Fort Worth, TX 76102 Board of Millers
Joy J. Keller 300 Burnett Street Executive Vice
Fort Worth, TX 76102 President, CFO and
Treasurer of
Millers
Frank W. May 300 Burnett Street Executive Vice
Fort Worth, TX 76102 President of
Millers
Angela L. Robinson 300 Burnett Street Vice President and
Fort Worth, TX 76102 In-House Counsel
of Millers
Alfred P. Chao 300 Burnett Street Vice President,
Fort Worth, TX 76102 Controller and
Secretary of Millers
Stephen T. Morgan 300 Burnett Street Vice President-
Fort Worth, TX 76102 Actuarial and
Compliance of
Millers
Rolland K. Wagner 300 Burnett Street Vice President-
Fort Worth, TX 76102 Agri-business
of Millers
Frank A. Bailey,III 2301 Montgomery President of Frank
Fort Worth, TX 76107 Bailey Grain Co., Inc.
Thomas L. Carlisle 1810 East Main Vice President and
Alice, TX 78332 Secretary/Treasurer
of Carlisle Insurance
Agency, Inc.
Catherine B. Fryer 1700 Frost Bank Plaza Partner, Law Offices
816 Congress Avenue of Bickerstaff, Heath
Austin, TX 78701-2443 & Smiley, LLP
Edgar H. Keltner,Jr. 1600 Bank One Tower Director Emeritus of
500 Throckmorton Counsel - Shannon,
Fort Worth, TX 76102 Gracey, Ratliff &
Miller
Lamar C. Smith 4100 South Hulen Street Chairman of the Board
Fort Worth, TX 76109 and CEO of USPA & IRA
Frank C. Wilson 801 7th Avenue Director of Development
Fort Worth, TX 76104 of Cook Children's
Medical Center
(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.
The source and amount of the funds used or to be used by Millers to
purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Millers Working Capital(1) $14,154,103.59(2)
(1) 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 Stock.
(2) This figure represents the total amount expended in purchasing
the Stock.
Item 4. Purpose of Transaction.
Millers acquired and continues to hold the shares of the Stock
reported herein for investment purposes. Millers, however, is currently
considering all its options with respect to its investment in the Issuer.
Depending on market conditions and other factors that Millers may
deem material to its investment decision, Millers may purchase additional
shares of the Stock in the open market or in private transactions.
Depending on these same factors, Millers may sell all or a portion of the
shares of the Stock that it now owns or hereafter may acquire on the open
market or in private transactions.
Except as set forth in this Item 4, Millers has 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)
Millers
The aggregate number of shares of the Stock that Millers owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,559,900, which
constitutes approximately 7.5% of the 20,857,024 shares of the Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i).
(b)
Millers
Millers has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 1,559,900 shares of the Stock.
(c) During the past 60 days, Millers has purchased and sold shares
of the Stock in transactions on the New York Stock Exchange, as follows:
DATE NO. OF SHARES PRICE PER
SHARE PURCHASED OR SOLD
04/09/98 36,500(P) $8.28
04/13/98 29,400(P) 8.51
04/14/98 35,000(P) 8.56
04/15/98 40,000(P) 8.63
04/17/98 129,500(P) 9.53
04/20/98 50,000(P) 9.69
04/21/98 11,000(P) 9.56
04/22/98 104,000(P) 9.85
04/23/98 342,000(P) 9.26
04/24/98 174,500(P) 8.84
04/27/98 35,000(P) 8.56
04/29/98 21,000(P) 8.63
04/29/98 62,000(P) 8.67
04/29/98 10,000(S) 8.57
04/30/98 25,000(P) 8.89
05/01/98 23,000(P) 8.93
05/04/98 350,000(P) 8.94
05/04/98 102,000(P) 8.95
Other than as set forth above, Millers has not purchased or sold any
shares of the Stock in the previous 60 days.
(d) Millers affirms that no person other than itself 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 itself.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except as set forth herein or in the Exhibits filed herewith, there
are no contracts, arrangements, understandings or relationships with respect
to shares of the Stock owned by Millers.
Item 7. Material to be Filed as Exhibits.
Except as set forth herein, there are no materials to be filed as
Exhibits.
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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: May 6, 1998
THE MILLERS MUTUAL FIRE INSURANCE
COMPANY
By: /s/ Joy J. Keller
Joy J. Keller,
Executive Vice President
