SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT No. 1 to SCHEDULE 13D)
Under the Securities Exchange Act of 1934
D&N FINANCIAL CORPORATION
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(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
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(Title of Class of Securities)
232864 10 8
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(CUSIP NUMBER)
Timothy G. Ewing
Value Partners, Ltd.
c/o Ewing & Partners
Suite 808
4514 Cole Avenue
Dallas, Texas 75205
Tel. No.: (214) 522-2100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 19, 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 [ ]
CUSIP No. 232864 10 8 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Value Partners, Ltd.
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 ITEM 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 111,100*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 111,100*
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,100*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.21%
14 TYPE OF REPORTING PERSON
PN
*But See Item 5
CUSIP No. 232864 10 8 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ewing & Partners
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 ITEM 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
14 TYPE OF REPORTING PERSON
PN
* But see Item 5
CUSIP No. 232864 10 8 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Timothy G. Ewing
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 ITEM 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
14 TYPE OF REPORTING PERSON
IN
*But see Item 5
AMENDMENT No. 1 to SCHEDULE 13D
This Amendment No. 1 to Schedule 13D is being filed on behalf of Value
Partners, Ltd., a Texas limited partnership ("Value Partners"), Ewing &
Partners, a Texas general partnership ("Ewing & Partners"), and Timothy G.
Ewing ("Ewing"), the managing general partner of Ewing and Partners, as an
amendment to the initial statement on Schedule 13D, relating to shares of
common stock, par value $0.01 per share ("Common Stock"), of D & N
Financial Corporation (the "Issuer"), as filed with the Securities and
Exchange Commission on January 7, 1994 (the "Initial Statement"). The
Initial Statement is hereby amended and supplemented as follows:
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Initial Statement is hereby amended and restated in its
entirety to read as follows:
(a)-(c) This statement is filed on behalf of Value Partners, Ewing &
Partners (formerly known as Fisher Ewing Partners) and Ewing. Ewing &
Partners is the general partner of Value Partners. Ewing and Ewing Asset
Management, Inc., a Texas limited liability company ("EAM"), are the
general partners of Ewing & Partners, and Ewing is the managing general
partner of Ewing & Partners. EAM is controlled by Ewing. The principal
place of business for Value Partners, Ewing & Partners, EAM and Ewing is:
c/o Ewing & Partners, Suite 808, 4514 Cole Avenue, Dallas, Texas, 75205.
The present principal occupation or employment of Ewing is managing
general partner of Ewing & Partners. The principal business of EAM is
acting as a general partner of Ewing & Partners. The principal business of
Value Partners is the investment in and trading of capital stocks,
warrants, bonds, notes, debentures and other securities.
(d) None of Value Partners, Ewing & Partners, EAM or Ewing, during the
last five years, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of Value Partners, Ewing & Partners, EAM or Ewing 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) Ewing is a citizen of the United States of America.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Initial Statement is hereby amended and restated in its
entirety to read as follows:
Value Partners acquired the Common Stock and Warrants beneficially
owned by it solely for investment purposes. Depending on its evaluation of
the Issuer, other investment opportunities, market conditions, and such
other factors as it may deem material, Value Partners may seek to acquire
additional shares of Common Stock in the open market, in private
transactions, or otherwise, or may dispose of all or a portion of the
Common Stock and Warrants.
Except as set forth above, none of Value Partners, Ewing & Partners, EAM or
Ewing has plans or proposals of the type referred to in clauses (a) through
(j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Initial Statement is hereby amended and restated in its
entirety to read as follows:
(a) Value Partners directly and beneficially owns 111,100 shares of Common
Stock, (including Warrants for 74,780), which represents 1.21% of the
Issuer's outstanding shares of Common Stock, which such percentage was
calculated by dividing (i) 111,100 shares of Common Stock beneficially
owned by Value Partners as of January 26, 1999 by (ii) 9,165,011 shares of
Common Stock outstanding based upon the Issuer's latest Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on November 17,
1998. Thus, Value Partners, Ewing & Partners and Ewing beneficially own the
111,100 shares of Common Stock as follows:
Shares of % of Common Stock
Name Common Stock Outstanding
- ---- ------------ -----------------
Value Partners 111,100 1.21%
Ewing & Partners -0- -0-
Ewing -0- -0-
(b) Value Partners has the sole power to vote and dispose of the 111,100
shares of Common Stock beneficially owned by it. However, Ewing &
Partners, as general partner of Value Partners, may direct the vote and
disposition of the 111,100 shares of Common Stock owned by Value Partners.
Similarly, Ewing, as managing general partner of Ewing & Partners, may
direct the vote and disposition of the 111,100 shares of Common Stock owned
by Value Partners.
(c) The transaction in the Issuer's securities by Value Partners during
the past 60 days are listed on Annex A attached hereto.
(d) Ewing and Ewing & Partners may be deemed to have the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Common
Stock beneficially owned by Value Partners.
(e) As of January 19, 1999, Value Partners ceased to be the beneficial
owner of more than five percent of the outstanding shares of Common Stock
of the Issuer. As such, Value Partners no longer has a continuing
reporting obligation.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Initial Statement is hereby amended and restated in its
entirety to read as follows:
As of the date of this Amendment, none of Value Partners, Ewing &
Partners or Ewing is a party to any contract, arrangement, understanding or
relationship among themselves or with any other person with respect to any
securities of the Issuer, including, but not limited to, the transfer of
Common Stock or the Warrants or voting of any of the Common Stock, finder's
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or losses, the giving or
withholding of proxies or pledge or otherwise subject to a contingency, the
occurrence of which would give another person voting power over the Common
Stock or investment power over the Common Stock and Warrants, other than
the agreement among Value Partners, Ewing & Partners and Ewing with respect
to the filing of this Schedule and any amendments thereto, which agreement
is attached hereto as Exhibit 1.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Initial Statement is hereby amended and restated in its
entirety to read as follows:
Exhibit 1-Agreement among Value Partners, Ewing & Partners and Ewing
with respect to the filing of Schedule 13D.
ANNEX A
Transaction Buy/ Quantity Price per
Date Sell (shares) Share ($)
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01/05/99 Sell 24,292 23.57-23.75
01/07/99 Sell 800 23.70
01/14/99 Sell 4,900 21.71
01/19/99 Sell 46,800 21.51
01/20/99 Sell 9,000 21.50
01/22/99 Sell 51,500 21.49
01/25/99 Sell 37,000 21.45
01/26/99 Sell 25,000 21.45
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199,292
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Signatures
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: January 27, 1999
VALUE PARTNERS, LTD.
By: EWING & PARTNERS
as General Partner
By: /S/TIMOTHY G. EWING
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Timothy G. Ewing
as Managing Partner
EWING & PARTNERS
By: /S/TIMOTHY G. EWING
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Timothy G. Ewing
as Managing Partner
/S/TIMOTHY G. EWING
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Timothy G. Ewing
