SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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 Amendment No. 5 to Schedule 13D
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(1) Name of Reporting Persons Sandera Partners, L.P.
I.R.S. Identification
Nos. of Above Person (entities only)
(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) WC
(5) Check if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Texas
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
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<PAGE>
AMENDMENT NO. 5 TO SCHEDULE 13D
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Filed Pursuant to Rule 13d-2
INTRODUCTORY STATEMENT
The Statement on Schedule 13D relating to the common stock,
par value $.10 per share (the "Common Stock") of Gainsco, Inc.
(the "Issuer") filed originally by Sandera Partners, L.P. (the
"Reporting Person"), 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 and August 31, 1998 (as
amended, the "Original Filing") is hereby further amended and
supplemented by this Amendment No. 5 as set forth herein. This
Amendment No. 5 is submitted to reflect that SCM, Newcastle and
Bricker are no longer affiliated with the Reporting Person and
consequently, no "group" exists, and to reflect the disposition
by the Reporting Person of the shares of the Issuer's Common
Stock previously reported in the Original Filing.
ITEM 1. Security and Issuer.
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NOT AMENDED.
ITEM 2. Identity and Background.
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The response to Item 2 is hereby amended as follows:
The response to Item 2 is hereby amended to delete each and
every reference to Newcastle, Mark E. Schwarz, SCM and Bricker
therefrom due to the fact that none of Mr. Schwarz, the general
partner of Newcastle, SCM, nor Mr. Bricker, a principal of SCM
and Sandera Capital, L.L.C., are any longer affiliates of the
Reporting Person. Accordingly, the terms "Reporting Person" and
"Controlling Persons" as used herein shall not be deemed to
include either Newcastle, Mr. Schwarz, SCM or Mr. Bricker.
The response to Item 2 is further amended to reflect that
the securities being reported herein (the "Shares") were
transferred by the Reporting Person to Catalyst Master Fund,
L.P., a Cayman Islands exempted limited partnership ("Catalyst")
pursuant to the terms of an Assignment and Assumption Agreement,
dated as of September 8, 1999. The Shares were contributed by
the Reporting Person to Catalyst in exchange for a limited
partnership interest in Catalyst.
ITEM 3. Source and Amount of Funds or Other Consideration.
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NOT AMENDED
ITEM 4. Purpose of Transaction.
----------------------
The response to Item 4 is hereby amended to add the
following:
Effective September 8, 1999, the Reporting Person
contributed all shares of the Issuer's Common Stock
held by it to Catalyst pursuant to the terms of an
Assignment and Assumption Agreement. In exchange for
the shares of the Issuer's Common Stock, the Reporting
Person received limited partnership interests in
Catalyst. As a result of such dispositions, the
Reporting Person no longer holds shares of Common Stock
of the Issuer.
ITEM 5. Interests in Securities of the Issuer.
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The response to Item 5 is hereby amended and
restated, in its entirety, to read as follows:
(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) Effective September 8, 1999, the Reporting
Person contributed all shares of the Issuer's
Common Stock held by it to Catalyst pursuant to
the terms of an Assignment and Assumption
Agreement. In exchange for the shares of the
Issuer's Common Stock, the Reporting Person
received limited partnership interests in
Catalyst. As a result of such dispositions, the
Reporting Person no longer holds shares of Common
Stock of the Issuer.
Except as noted herein (or in the Original
Filing), 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 AMENDED.
(e) The Reporting Person ceased to be the
beneficial owner of any shares of Common Stock of
the Issuer on September 8, 2000.
ITEM 6. Contracts, Arrangements, or Understandings or
Relationships with Respect to Securities of the Issuer.
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NOT AMENDED.
ITEM 7. Material to be Filed as Exhibits.
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The response to Item 4 is hereby amended to add the
following:
Exhibit 99.2 - Assignment and Assumption
Agreement, dated as of September 8, 1999,
between the Reporting Person and Catalyst
(filed herewith).
[Signature Page Follows]
<PAGE>
After reasonable inquiry, and to the best of their knowledge
and belief, the undersigned certifies that the information set
forth in this Amendment No. 5 is true, complete and correct.
Date: October 31, 2000
SANDERA PARTNERS, L.P.
By: Sandera Capital Management, L.P.,
its general partner
By: Sandera Capital, L.L.C., 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).
