SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Continental Homes Holding Corp.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
21148C102
(Cusip Number)
Scott Rand
301 Commerce Street, Suite 2975
Fort Worth, Texas 76102
(817) 332-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 23, 1997
(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:
Q Investments, 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 and 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: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
453,050 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.2% (2)
14. Type of Reporting Person: PN
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(1) Represents shares obtainable upon conversion of $10,760,000 principal
amount of the Issuer's 6-7/8% Convertible Subordinated Notes due 2002
(the "Bonds").
(2) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be
outstanding is 7,310,980. <PAGE>
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1. Name of Reporting Person:
Amalgamated Gadget, 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 and 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: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
229,051 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.2% (3)
14. Type of Reporting Person: PN
- ----------------------------
(1) Represents shares obtainable upon conversion of $5,440,000 principal
amount of the Bonds.
(2) The Bonds were purchased by Amalgamated for and on behalf of R2
Investments, LDC pursuant to an Investment Management Agreement.
Upon conversion of the Bonds, Amalgamated, pursuant to such
Agreement, will have sole voting and dispositive power over the
shares obtainable thereby and R2 Investments, LDC will have no
beneficial ownership of such shares.
(3) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be
outstanding is 7,086,981.
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ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, par value $0.01 per
share (the "Stock"), of Continental Homes Holding Corp. (the "Issuer"). The
principal executive offices of the Issuer are located at 7001 N. Scottsdale
Road, Suite 2050, Scottsdale, Arizona 85253.
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 Q
Investments, L.P., a Texas limited partnership ("Investments"), and Amalgamated
Gadget, L.P., a Texas limited partnership ("Amalgamated") (collectively, the
"Reporting Persons"). The Reporting Persons are making this single, joint
filing because they may be deemed to constitute a "group" within the meaning of
Section 13(d)(3) of the Act, although neither the fact of this filing nor
anything contained herein shall be deemed an admission by the Reporting Persons
that a group exists. Additionally, pursuant to Instruction C to Schedule 13D,
information is included herein with respect to the following persons
(collectively, the "Controlling Persons"): Acme Widget, L.P., a Texas limited
partnership ("Acme"), Scepter Holdings, Inc., a Texas corporation ("Scepter"),
and Geoffrey Raynor ("Raynor"). The Reporting Persons and the Controlling
Persons are sometimes hereinafter collectively referred to as the "Item 2
Persons."
(b)-(c)
Reporting Persons
Investments 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 Investments, which also serves as its
principal office, is City Center Tower II, 301 Commerce Street, Suite 2975, Fort
Worth, Texas 76102.
Amalgamated is a Texas limited partnership, the principal business of
which is providing investment consulting services to third parties. The
principal address of Amalgamated, which also serves as its principal office, is
City Center Tower II, 301 Commerce Street, Suite 2975, Fort Worth,
Texas 76102.
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 City
Center Tower II, 301 Commerce Street, Suite 2975, Fort Worth, Texas 76102.
Acme is a Texas limited partnership, the principal business of which
is serving as the general partner of Investments and activities
related thereto.
Scepter is a Texas corporation, the principal business of which is
serving as the general partner of both Acme and Amalgamated and activities
related thereto. Raynor is the sole shareholder of Scepter; Raynor and Robert
McCormick ("McCormick") are its directors; and Raynor (President) and McCormick
(Vice-President) are its officers.
Raynor's principal occupation or employment is serving as the
President of Scepter and McCormick's principal occupation or employment is
serving as its Vice-President.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used or to be used by each of the
Reporting Persons to purchase the Bonds are set forth below.
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Investments Working Capital
and Other (1) $16,975,120 (2)
Amalgamated Not Applicable Not Applicable (3)
(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) This figure represents the total amount expended by such person
in purchasing the Bonds reported herein.
(3) Amalgamated has not expended any of its funds for purchases of
the Bonds reported herein. Amalgamated, however, expended $ 8,704,178 of the
funds of R2 Investments, L.D.C. ("R2") to purchase the Bonds.
ITEM 4. PURPOSE OF TRANSACTION.
The Item 2 Persons acquired the Bonds in the ordinary course of
business for investment purposes. None of the Item 2 Persons has any plans or
proposals which relate to or would result in any of the actions or transactions
specified in clauses (a) through (j) of Item 4 of Schedule 13D under the Act.
Each of the Item 2 Persons reserves the right to acquire or dispose of the
Bonds (and the Stock into which the Bonds are convertible), or to formulate
other purposes, plans or proposals regarding the Issuer or the Stock and the
Bonds held by each such Item 2 Person to the extent deemed advisable in light
of general investment policies, market conditions and other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
Reporting Persons
Pursuant to Rule 13d-3(d)(1)(i), Investments may be deemed to be the
beneficial owner of 453,050 shares obtainable upon conversion of $10,760,000
principal amount of the Bonds held by Investments, which constitutes
approximately 6.2% of the 7,310,980 shares deemed to be outstanding thereunder.
Pursuant to an Investment Management Agreement with R2, Amalgamated
may, pursuant to Rule 13d-3(d)(1)(i), Amalgamated may be deemed to be the
beneficial owner of 229,051 shares obtainable upon conversion of $5,440,000
principal amount of the Bonds held by R2, which constitutes approximately 3.2%
of the 7,086,981 shares of the Stock deemed to be outstanding thereunder.
Controlling Persons
Because of its position as the sole general partner of Investments,
Acme may be deemed to be the beneficial owner of 453,050 shares of the Stock,
which constitutes approximately 6.2% of the 7,310,980 shares of the Stock deemed
to be outstanding.
Because of its position as the sole general partner of Acme and
Amalgamated, Scepter may be deemed to be the beneficial owner of 682,101 shares
of the Stock, which constitutes approximately 9.0% of the 7,540,031 shares of
Stock deemed to be outstanding.
Because of his position as the President and sole shareholder of
Scepter, Raynor may be deemed to be the beneficial owner of 682,101 shares of
the Stock, which constitutes approximately 9.0% of the 7,540,031 shares deemed
to be 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
Investments (which acts through its general partner, Acme) has no
power to vote or to direct the vote or to dispose or to direct the disposition
of any shares of the Stock because it currently holds only Bonds, not Stock.
Amalgamated (which acts through its general partner, Scepter) has no
power to vote or to direct the vote or to dispose or to direct the disposition
of any shares of the Stock because (pursuant to an Investment Management
Agreement with R2) it holds only Bonds, not Stock.
Controlling Persons
In its capacity as the general partner of Investments, Acme (which
acts through its general partner, Scepter) has no power to vote or to direct the
vote or to dispose or to direct the disposition of any shares of the Stock
because Investments currently holds only Bonds, not Stock.
In its capacity as the general partner of Acme and Amalgamated,
Scepter has no power to vote or to direct the vote or to dispose or to direct
the disposition of any shares of the Stock because Investments and Amalgamated
currently hold only Bonds, not Stock.
In his capacity as the President and sole shareholder of Scepter,
Raynor has no power to vote or to direct the vote or to dispose or direct the
disposition of any shares of the Stock because Investments and Amalgamated
currently hold only Bonds, not Stock.
(c)
Although none of the Reporting Persons currently own, beneficially or
otherwise, any Stock (except to the extent that they may be deemed to have a
beneficial interest in the Stock on account of their ownership of Bonds), during
the last 60 days, the Reporting Persons have purchased and sold shares of the
Stock in open market transactions on the New York Stock Exchange as follows:
NUMBER OF SHARES
PURCHASED (P) PRICE PER
REPORTING PERSON DATE OR SOLD (S) SHARE
Investments 10/03/97 26,025 (S) $28.95
Amalgamated (1) 10/03/97 8,675 (S) $28.95
Investments 10/07/97 8,200 (S) $33.45
Investments 10/07/97 12,225 (S) $33.45
Amalgamated (1) 10/07/97 4,075 (S) $33.45
Investments 10/08/97 4,100 (S) $33.51
Amalgamated (1) 10/08/97 4,100 (S) $33.51
Investments 10/10/97 6,300 (S) $35.26
Amalgamated (1) 10/10/97 2,100 (S) $35.26
Investments 10/13/97 28,425 (S) $34.95
Amalgamated (1) 10/13/97 9,475 (S) $34.95
Investments 10/22/97 750 (P) $31.68
Amalgamated (1) 10/22/97 250 (P) $31.68
Investments 10/27/97 3,750 (P) $31.56
Amalgamated (1) 10/27/97 1,250 (P) $31.56
Investments 11/06/97 4,690 (P) $30.81
Investments 11/06/97 41,795 (S) $30.70
Amalgamated (1) 11/06/97 2,010 (P) $30.81
Amalgamated (1) 11/06/97 25,605 (S) $30.70
Investments 11/21/97 47,200 (S) $32.26
Amalgamated (1) 11/21/97 20,200 (S) $32.26
Investments 12/03/97 10,300 (S) $33.82
Amalgamated (1) 12/03/97 4,400 (S) $33.82
Investments 12/15/97 10,300 (S) $34.82
Amalgamated (1) 12/15/97 4,400 (S) $34.82
Investments 12/19/97 31,500 (S) $39.17
Amalgamated (1) 12/19/97 13,500 (S) $39.17
Investments 12/22/97 19,600 (P) $39.67
Investments 12/22/97 4,200 (P) $39.56
Amalgamated (1) 12/22/97 8,400 (P) $39.67
Amalgamated (1) 12/22/97 1,800 (P) $39.56
Investments 12/23/97 25,050 (S) $39.44
Amalgamated (1) 12/23/97 10,750 (S) $39.44
Investments 12/26/97 1,400 (S) $39.11
Amalgamated (1) 12/26/97 600 (S) $39.11
Investments 12/30/97 11,400 (S) $40.50
Investments 12/30/97 126,250 (S) $40.45
Amalgamated (1) 12/30/97 5,700 (S) $40.50
Amalgamated (1) 12/30/97 82,150 (S) $40.45
Investments 12/31/97 2,850 (P) $40.61
Investments 12/31/97 4,000 (P) $40.55
Amalgamated (1) 12/31/97 5,150 (P) $40.61
Investments 01/06/98 25,000 (S) $39.65
Investments 01/06/98 2,200 (S) $39.73
Amalgamated (1) 01/06/98 12,900 (S) $39.65
Amalgamated (1) 01/06/98 1,100 (S) $39.73
Amalgamated (1) 01/06/98 4,000 (P) $39.43
(1) These shares were purchased or sold by R2, which has no beneficial
ownership of such shares pursuant to an Investment Management Agreement with
Amalgamated.
In addition, during the past 60 days, the Reporting Persons have
purchased Bonds in over-the-counter transactions, as follows:
FACE AMOUNT PRICE PER $100
REPORTING PERSON DATE OF DEBENTURES FACE AMOUNT
Investments 10/03/97 $ 750,000 $129.50
Amalgamated (1) 10/03/97 $ 250,000 $129.50
Investments 10/07/97 $ 375,000 $145.30
Investments 10/07/97 $ 250,000 $145.23
Amalgamated (1) 10/07/97 $ 125,000 $145.30
Investments 10/08/97 $ 125,000 $145.43
Amalgamated (1) 10/08/97 $ 125,000 $145.43
Investments 10/13/97 $ 750,000 $150.46
Amalgamated (1) 10/13/97 $ 250,000 $150.46
Investments 11/06/97 $1,250,000 $134.72
Amalgamated (1) 11/06/97 $ 750,000 $134.72
Investments 11/21/97 $1,400,000 $141.00
Amalgamated (1) 11/21/97 $ 600,000 $141.00
Investments 12/19/97 $ 875,000 $169.09
Amalgamated (1) 12/19/97 $ 375,000 $169.09
Investments 12/23/97 $ 700,000 $170.62
Amalgamated (1) 12/23/97 $ 300,000 $170.62
Investments 12/30/97 $3,325,000 $174.53
Investments 12/30/97 $ 300,000 $174.40
Amalgamated (1) 12/30/97 $2,175,000 $174.53
Amalgamated (1) 12/30/97 $ 150,000 $174.40
Investments 01/06/98 $ 660,000 $170.91
Amalgamated (1) 01/06/98 $ 340,000 $170.91
(1) These Bonds were purchased by R2, which has no beneficial
ownership of the same pursuant to an Investment Management Agreement with
Amalgamated.
(d)
Not applicable.
(e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING 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 Common Stock owned by the Item 2 Persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(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: January 7, 1998
Q INVESTMENTS, L.P.
By: Acme Widget, L.P., its
general partner
By: Sceptor Holdings, Inc., its
general partner
By: /s/ Geoffrey Raynor
Geoffrey Raynor, President
AMALGAMATED GADGET, L.P.
By: Scepter Holdings, Inc., its
general partner
By: /s/ Geoffrey Raynor
Geoffrey Raynor, President<PAGE>
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii), filed herewith.
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Exhibit 99.1
1. Joint Filing. Pursuant to Rule 13d-1(f)(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 agrees 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 Dave Gillespie,
Scott Rand, Thomas W. Briggs and Calvin M. Jackson, 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
Continental Homes Holding Corp. 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: January 7, 1998
Q INVESTMENTS, L.P.
By: Acme Widget, L.P., its
general partner
By: Scepter Holdings, Inc., its
general partner
By: /s/ Geoffrey Raynor
Geoffrey Raynor, President
AMALGAMATED WIDGET, L.P.
By: Scepter Holdings, Inc., its
general partner
By: /s/ Geoffrey Raynor
Geoffrey Raynor, President
