SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
GAINSCO, INC.
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(Name of Issuer)
Common Stock, par value $0.10
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(Title of Class of Securities)
363127 10 1
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(CUSIP Number)
J. Keith Benedict
1601 Elm Street, Suite 4000
Dallas, Texas 75201
(214) 720-1600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 8, 1999
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(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. [ ]
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for the parties to whom copies are to
be sent.
*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 the disclosures provided
in a prior cover page.
The information required in 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).
<PAGE>
CUSIP NUMBER 363127 10 1
(1) Name of Reporting Persons. Catalyst Master Fund, L.P.
I.R.S. Identification
Nos. of Above Persons (entities only) N/A
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group (see instructions) (b) [ ]
(3) SEC Use Only
(4) Source of Funds (see instructions) OO
(5) Check if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Cayman Islands
Number of Shares (7) Sole Voting 0
Power
Beneficially
(8) Shared Voting 0
Owned by Each Power
Reporting Person (9) Sole Dispositive 0
Power
with:
(10) Shared Dispositive 0
Power
(11) Aggregate Amount Beneficially Owned 0
by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 0%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) PN
<PAGE>
SCHEDULE 13D
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Filed Pursuant to Rule 13d-1
ITEM 1. Security and Issuer.
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This Statement on Schedule 13D (this "Statement") relates to
common stock, par value $0.10 (the "Common Stock"), of GAINSCO,
INC., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 500 Commerce
Street, Fort Worth, Texas 76102.
ITEM 2. Identity and Background.
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(a) Pursuant to Rule 13d-1(a) of
Regulation 13D of the General Rules and
Regulations Promulgated under the Securities
Exchange Act of 1934, as amended (the "Act"), this
Statement is hereby filed by Catalyst Master Fund,
L.P., an exempted limited partnership formed under
the laws of the Cayman Islands (the "Reporting
Person"). Additionally, pursuant to Instruction C
to Schedule 13D, information is included herein
with respect to the following persons
(collectively, the "Controlling Persons"):
Catalyst GP, Ltd., ("Catalyst GP"), Catalyst Asset
Management Limited ("CAML"), Hunt Financial
Ventures, L.P. ("HFV"), Aquitaine Holdings, LLC
("Aquitaine"), Clark K. Hunt ("Hunt") Mark Graham
("Graham") and Jonathan Bren ("Bren"). The
Reporting Person and the Controlling Persons are
sometimes hereinafter collectively referred to as
the "Item 2 Persons."
(b) and (c) REPORTING PERSON
The Reporting Person is a Cayman Islands
exempted limited partnership, the principal
business of which is the purchase, sale, exchange,
acquisition and holding of investment securities.
The principal address of Catalyst, which also
serves as its principal office, is Walker House,
Mary Street, P.O. Box 265GT, George Town, Grand
Cayman, Cayman Islands.
The names, business addresses, principal
occupations or employments and citizenships of
each officer of the Reporting Persons are set
forth on Schedule A attached hereto and
incorporated herein by reference.
<PAGE>
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 Catalyst GP, which also
serves as its principal office, is Walker House,
Mary Street, P.O. Box 265GT, George Town, Grand
Cayman, Cayman Islands.
Catalyst:
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The Reporting Person is a Cayman Islands
exempted limited partnership, the principal
business of which is the purchase, sale, exchange,
acquisition and holding of investment securities.
Catalyst GP:
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Catalyst GP is a Cayman Islands corporation, the
principal business of which is serving as the
general partner of Catalyst and activities related
thereto.
CAML:
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CAML is a corporation organized under the laws of
Nevis, Wets Indies. The principal business
activity is to provide investment advisory
services to, among other investors, the Reporting
Person. Hunt, Bren and Graham are the Directors
of CAML.
HFV:
---
HFV is a Texas limited partnership which owns
66.67% of CAML and 66.67% of Catalyst GP. The
principal business activity of HFV is to act as an
investment holding company.
Aquitaine:
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Aquitaine is a Pennsylvana limited liability
company which owns 33.33% of CAML and 33.33% of
Catalyst GP. The principal business activity of
Aquitaine is to provide investment advisory
services. Graham is the sole Manager of Aquitaine.
(d) and (e) During the last five (5) years, no Item 2 Person
has been convicted in any criminal proceeding
(excluding traffic violations or similar
misdemeanors) and no Item 2 Person was a party to
a civil proceeding of a judicial or administrative
body of competent jurisdiction such that, as a
result of such proceeding, any Item 2 Person was
or is subject to a judgment, decree of 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) Hunt, Bren and Graham are citizens of
the United States.
<PAGE>
ITEM 3. Source and Amount of Funds or Other Consideration.
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As reported on a Statement on Schedule 13D filed
jointly by Sandera Partners, L.P., ("Sandera"), SCM
Advisors, L.L.C. ("SCM"), Newcastle Partners, L.P.
("Newcastle") and John A. (Pete) Bricker ("Bricker") on
July 29, 1998 and subsequently amended on August 7,
1998, August 19, 1998, August 27, 1998, August 31, 1998
and October 31, 2000, Sandera, Newcastle and SCM
(collectively, the "Group") had acquired, in the
aggregate, beneficial ownership of 1,152,153 shares of
the Common Stock of the Issuer, of which 1,080,565
shares of Common Stock were held directly by Sandera.
Effective September 8, 1999, Sandera contributed, as a
capital contribution, cash and marketable securities
(including all of its shares (1,080,565) of Common
Stock) to the Reporting Person in exchange for a
limited partnership interest therein.
As of the date hereof, the Reporting Person has
disposed of all of the shares of Common Stock it
acquired from Sandera through a series of open market
transactions for total proceeds of $4,540,301.25, or an
average price of $4.202 per share. Specifically, the
Reporting Person disposed of the shares of Common Stock
through the transactions listed below:
Trade Date Transaction Shares Price/SH
--------------- ---------------- -------- --------
March 24., 2000 Open Market Sale 20,600 $6.130
March 30, 2000 Open Market Sale 25,000 $6.000
April 3, 2000 Open Market Sale 30,000 $6.010
April 4, 2000 Open Market Sale 47,000 $4.036
April 5, 2000 Open Market Sale 25,000 $6.000
May 4, 2000 Open Market Sale 13,000 $6.000
August 23, 2000 Open Market Sale 10,000 $4.059
August 24, 2000 Open Market Sale 8,000 $4.000
August 29, 2000 Open Market Sale 133,000 $3.805
August 31, 2000 Open Market Sale 19,200 $3.810
September 1, 2000 Open Market Sale 85,000 $3.820
September 5, 2000 Open Market Sale 100,000 $3.875
September 6, 2000 Open Market Sale 124,200 $4.004
September 7, 2000 Open Market Sale 25,000 $4.000
September 8, 2000 Open Market Sale 3,000 $4.000
September 11, 2000 Open Market Sale 14,300 $3.950
September 12, 2000 Open Market Sale 1,000 $4.000
September 13, 2000 Open Market Sale 100,000 $3.875
September 14, 2000 Open Market Sale 1,000 $4.000
September 18, 2000 Open Market Sale 5,000 $3.938
September 20, 2000 Open Market Sale 100,000 $3.750
September 21, 2000 Open Market Sale 150,000 $3.875
September 22, 2000 Open Market Sale 10,000 $4.000
September 29, 2000 Open Market Sale 24,700 $4.191
October 2, 2000 Open Market Sale 1,600 $4.250
October 3, 2000 Open Market Sale 4,965 $4.063
<PAGE>
ITEM 4. Purpose of Transaction.
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The Reporting Person acquired beneficial ownership
of its shares of Common Stock for the purposes of
investment only.
ITEM 5. Interest in Securities of the Issuer.
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(a) As of the filing hereof, the Reporting Person
does not beneficially own any shares of Common
Stock of the Issuer.
(b) Not Applicable.
(c) During the period beginning March 24, 2000
through October 3, 2000, the Reporting Person sold
an aggregate of 1,080,565 shares of the Issuer's
Common Stock in open-market sales resulting in
aggregate gross cash proceeds to the Reporting
Person of $4,540,031.25.
Except as noted herein, the Reporting Person
has not effected any other transactions in the
Issuer's securities, including its shares of
Common Stock, within sixty (60) days preceding the
date hereof.
(d) Not applicable.
(e) The Reporting Person ceased to be the
beneficial owner of any shares of Common Stock of
the Issuer on October 3, 2000.
ITEM 6. Contracts, Arrangements, or Understandings or
Relationships with Respect to Securities of the Issuer.
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Pursuant to that certain Assignment and Assumption
Agreement dated as of September 8, 1999, by and between
Sandera and the Reporting Person (a copy of which is
attached hereto as Exhibit 1, the Reporting Person
acquired 1,080,565 shares of Common Stock of the Issuer
from Sandera in exchange for a limited partnership
interest in the Reporting Person.
ITEM 7. Material to be Filed as Exhibits.
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EXHIBIT TITLE
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99.1 Assignment and Assumption
Agreement dated as of September 8, 1999 by
and between Sandera Partners, L.P. and
Catalyst Master Fund, L.P.
<PAGE>
After reasonable inquiry, and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this Statement is true, complete and correct.
Date: October 31, 2000
CATALYST MASTER FUND, L.P.
By: Catalyst GP, Ltd., its general partner
By: /s/ J. KEITH BENEDICT
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J. Keith Benedict, Vice President
Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (See 18 U.S.C. Section 1001).
