SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
SPORT-HALEY, INC.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
848925103
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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)
August 25, 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 848925103
(1) Name of Reporting Persons. Sandera Partners, 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) [X]
(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
Number of Shares (7)Sole Voting [240,285]
Power
Beneficially
(8) Shared Voting 0
Owned by Each Power
Reporting Person (9)Sole Dispositive [240,285]
Power
with:
(10) Shared Dispositive 0
Power
(11) Aggregate Amount Beneficially Owned [245,285]
by Each Reporting Person
(12) Check if the Aggregate Amount in [X]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 5.7%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) PN
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<PAGE>
CUSIP NUMBER 848925103
(1) Name of Reporting Persons Newcastle Partners, L.P.
I.R.S. Identification
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [X]
(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
Number of Shares (7)Sole Voting 5,000
Power
Beneficially
(8) Shared Voting 0
Owned by Each Power
Reporting Person (9)Sole Dispositive 5,000
Power
with:
(10) Shared Dispositive 0
Power
(11) Aggregate Amount Beneficially Owned [245,285]
by Each Reporting Person
(12) Check if the Aggregate Amount in [X]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 5.7%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) PN
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<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 ("Statement") relates to
common stock, no par value (the "Common Stock"), of SPORT-HALEY,
INC., a Colorado corporation ("Issuer"). The principal executive
offices of the Issuer are located at 4600 E. 48th Avenue, Denver,
Colorado 80216.
ITEM 2. Identity and Background.
-----------------------
(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 jointly by Sandera
Partners, L.P. ("Sandera") and Newcastle Partners,
L.P. ("Newcastle"). Additionally, pursuant to
Instruction C to Schedule 13D, information is
included herein with respect to the following
persons (collectively, the "Controlling Persons"):
Sandera Capital Management, L.P. ("S.C.M."),
Sandera Capital, L.L.C. ("Capital"), HW Capital,
L.P. ("HW Capital"), HW Capital G.P., L.L.C. ("HW
Capital LLC"), Clark K. Hunt ("Hunt"), Mark E.
Schwarz ("Schwarz") and Barrett Wissman
("Wissman"). The Reporting Persons and the
Controlling Persons are sometimes hereinafter
collectively referred to as the "Item 2 Persons."
The Reporting Persons have included as Appendix A
to this Statement on Schedule 13D an agreement in
writing that this Statement is filed on behalf of
each of them.
(b) and (c) REPORTING PERSONS
Sandera 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 Sandera,
which also serves as its principal office, is 1601
Elm Street, Suite 4000, Dallas, Texas 75201.
Newcastle 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 Newcastle,
which also serves as its principal office, is 4020
Windsor Avenue, Dallas, Texas 75205.
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.
CONTROLLING PERSONS
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<PAGE>
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 such person's principal
office, is 1601 Elm Street, Suite 4000, Dallas,
Texas 75201.
Sandera:
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Sandera is a Texas limited partnership, the
principal business of which is the purchase, sale,
exchange, acquisition and holding of investment
securities.
SCM is a Texas limited partnership, the
principal business of which is serving as the
general partner of Sandera and activities related
thereto.
Capital is a Texas limited liability company,
the principal business of which is servicing as
the general partner of SCM and activities related
thereto. Hunt, Schwarz and Wissman are the
Managers of Capital and its principal officers.
The principal occupation of Hunt, Wissman and
Schwarz is financial management.
HW Capital owns 100% of Capital. HW Capital
is a Texas limited partnership, the principal
business of which is acting as an advisor to
investment funds and activities related thereto.
HW Capital LLC is a Texas limited liability
company, the principal business of which is
serving as the general partner of HW Capital and
activities related thereto. Hunt and Wissman are
the Managers of HW Capital LLC.
Newcastle:
---------
Schwarz is the sole general partner of
Newcastle.
(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, Schwarz and Wissman are citizens
of the United States.
ITEM 3. Source and Amount of Funds or Other Consideration.
---------------------------------------------
The Reporting Persons are filing this Statement
because they acquired, in the aggregate, beneficial
ownership of more than five percent (5%) of the Common
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<PAGE>
Stock of the Issuer on August 25, 1999. The
Reporting Persons acquired the shares of Common Stock
owned by them through a series of open market
transactions. Sandera acquired a total of [245,285]
shares of Common Stock for a total purchase price of
[$2,262,656.30], or an average price of [$9.42] per
share. Newcastle acquired a total of 11,500 shares of
Common Stock for a total purchase price of $133,721.25,
or an average price of $11.63 per share. Newcastle has
sold an aggregate of 6,500 shares of Common Stock on
the open market within the last 60 days for aggregate
proceeds totaling $31,796.39.
The funds used to acquire these shares of Common
Stock were derived from the Reporting Persons "working
capital" accounts. As used herein, the term "working
capital" includes income from the business operations
of the entity plus sums borrowed from, among other
sources, banks to operate such business in general.
ITEM 4. Purpose of Transaction.
----------------------
The Reporting Persons originally acquired
beneficial ownership of their shares of Common Stock
for the purpose of investment. The Reporting Persons
intend, however, to review continuously their
investment in the Issuer and may in the future
determine to: (i) acquire additional securities of the
Issuer through open market purchases, private
agreements or otherwise, (ii) dispose of all or a
portion of the Common Stock of the Issuer owned by
them, (iii) consider plans or proposals which would
relate to or result in: (a) the acquisition by any
person of additional securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or
any of its subsidiaries; (c) the sale or transfer of a
material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the board of directors
or management of the Issuer, including any plans or
proposals to change the number or terms of directors or
to fill any existing vacancies of the board of
directors of the Issuer; (e) any material change in the
present capitalization or dividend policy of the
Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the
Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h)
any other action similar to those enumerated above.
The Reporting Persons also reserve the right to take
other actions to influence the management of the Issuer
should they deem such actions appropriate.
ITEM 5. Interest in Securities of the Issuer.
------------------------------------
(a) The following table provides the
aggregate number and percentage of Common Stock
beneficially owned by the Reporting Persons on
August 25, 1999 (based on 4,297,552 shares of
Common Stock outstanding as reported on the
Issuer's Form 10-Q for the period ended March 31,
1999).
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<PAGE>
Sandera Newcastle Total
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[240,285 5,000 245,285]
CONTROLLING PERSONS
Each of SCM, as the general partner of Sandera,
Capital, as the general partner of SCM, Hunt,
Wissman and Schwarz, as the Managers (and, as
applicable, the executive officers) of Capital, HW
Capital, as the 100% holder of Capital, HW Capital
LLC, as the general partner of HW Capital, and
Hunt and Wissman, as the Managers of HW Capital
LLC, may be deemed to be the beneficial owners of
the Common Stock held by Sandera pursuant to
Rule 13d-3 of the Act, although each of the
foregoing disclaim beneficial ownership thereof.
In his capacity as the general partner of
Newcastle, Schwarz may be deemed to be the
beneficial owner of the Common Stock held by
Newcastle pursuant to Rule 13d-3 of the Act,
although he disclaims beneficial ownership
thereof.
(b) REPORTING PERSONS
Sandera would have the sole power to vote or to
direct the vote and to dispose or to direct the
disposition of the Common Stock held by it.
Newcastle would have the sole power to vote or to
direct the vote and to dispose or to direct the
disposition of the Common Stock held by it.
CONTROLLING PERSONS
SCM, as the general partner of Sandera, Capital,
as the general partner of SCM, Hunt, Wissman and
Schwarz, as the Managers (and, as applicable, the
executive officers) of Capital, HW Capital, as the
100% holder of Capital, HW Capital LLC, as the
general partner of HW Capital, and Hunt and
Wissman, as the Managers of HW Capital LLC, would
have the sole power to vote or to limit the vote
and to dispose or to direct the disposition of the
Common Stock held by Sandera, although each of the
foregoing disclaim beneficial ownership thereof.
Schwarz, as the general partner of Newcastle,
would have the sole power to vote or to direct the
vote and to dispose or to direct the disposition
of the
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<PAGE>
Common Stock held by Newcastle, although he
disclaims beneficial ownership thereof.
(c) Newcastle has sold an aggregate of 6,500
shares of Common Stock on the open market within
the last 60 days for aggregate proceeds totaling
$31,796.39.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, or Understandings or
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Relationships with Respect to Securities of the Issuer.
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Not applicable.
ITEM 7. Material to be Filed as Exhibits.
---------------------------------
Not applicable.
(Signature Page Follows)
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<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: September 7, 1999
SANDERA PARTNERS, L.P.
By: Sandera Capital Management, L.P.,
its general partner
By: Sandera Capital, L.L.C.,
its general partner
By: HW Capital, L.P., its sole shareholder
By: HW Capital GP, L.L.C.,
its general partner
By: /s/ CLARK K. HUNT
-----------------------------
Name: Clark K. Hunt
Title: President
NEWCASTLE PARTNERS, L.P.
By: /s/ MARK E. SCHWARZ
---------------------------------------
Mark E. Schwarz, its general partner
Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
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<PAGE>
SCHEDULE A
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Set forth below is the name, citizenship (or place of
organization, as applicable), business address and present
principal occupation or employment of each executive officer of
Sandera Partners, L.P.
Name and Present
Citizenship Principal Position
or Occupation with
Place of Business or Reporting
-------- Address Employment Person
Organization ---------- ----------- -----------
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Clark K. Hunt 1601 Elm Street Investment President
Suite 4000 Advisor
Dallas, Texas
75201
Barrett Wissman 1601 Elm Street Investment Vice
Suite 4000 Advisor President
Dallas, Texas
75201
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<PAGE>
Appendix A
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the
joint filing on behalf of each of them of a Statement on Schedule
13D (including amendments thereto) with respect to the Common
Stock of Sport-Haley, Inc. This Joint Filing Agreement shall be
included as an exhibit to such filing. In evidence thereof, each
of the undersigned, being duly authorized where appropriate,
hereby executes this Joint Filing Agreement as of the 7th day of
September, 1999.
SANDERA PARTNERS, L.P.
By: Sandera Capital Management, L.P.,
its general partner
By: Sandera Capital, L.L.C.,
its general partner
By: HW Capital, L.P., its sole shareholder
By: HW Capital GP, L.L.C.,
its general partner
By: /s/ CLARK K. HUNT
-----------------------------
Name: Clark K. Hunt
Title: President
NEWCASTLE PARTNERS, L.P.
By: /s/ MARK E. SCHWARZ
------------------------------------------
Mark E. Schwarz, its general partner
