SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
September 22, 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 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 5,000
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 *
Amount in Row (11)
(14) Type of Reporting Person (see instructions) PN
* less than one percent (1%)
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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 5,000
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 *
Amount in Row (11)
(14) Type of Reporting Person (see instructions) PN
* less than one percent (1%)
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<PAGE>
SCHEDULE 13D
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Filed Pursuant to Rule 13d-1
ITEM 1. Security and Issuer.
-------------------
This Amendment No. 1 to the 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. This Statement amends
and supplements the Statement on Schedule 13D originally filed by
the Reporting Persons (as defined therein) on September 7, 1999.
The Reporting Persons included as Appendix A to their original
Statement on Schedule 13D an agreement in writing that this
Statement is filed on behalf of each of them.
ITEM 2. Identity and Background.
-----------------------
NOT AMENDED; except that Item 2(b) is hereby
amended to reflect that the principal address of
Newcastle, which also serves as its principal office,
has changed to 4514 Cole Avenue, Suite 600, Dallas,
Texas 75205.
ITEM 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
NOT AMENDED.
ITEM 4. Purpose of Transaction.
----------------------
NOT AMENDED.
ITEM 5. Interest in Securities of the Issuer.
------------------------------------
The response to Item 5 is hereby amended and restated to
read in its entirety as follows:
(a) The following table provides the
aggregate number and percentage of Common Stock
beneficially owned by the Reporting Persons on
September 30, 1999 (based on 3,854,552 shares of
Common Stock outstanding as reported on the
Issuer's Form 10-K for the year ended June 30,
1999).
Sandera Newcastle Total
-------- --------- -------
0 5,000 5,000
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<PAGE>
CONTROLLING PERSONS
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
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
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 Common Stock held by Newcastle, although he
disclaims beneficial ownership thereof.
(c) Newcastle has sold an aggregate of 6,000
shares of Common Stock on the open market within
the last 60 days for aggregate proceeds totaling
$29,638.37.
(d) Not applicable.
(e) Effective September 8, 1999, Sandera
ceased to be the beneficial owner of any Common
Stock.
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 by and between Sandera and Catalyst dated as
of September 8, 1999 and attached as Exhibit 1 hereto,
Sandera contributed all of its shares of Common Stock
to Catalyst in exchange for a limited partnership
interest therein.
ITEM 7. Material to be Filed as Exhibits.
--------------------------------
The response to Item 7 is hereby amended and restated to
read in its entirety as follows:
EXHIBIT TITLE
------- -----
1 Assignment and Assumption Agreement
dated as of September 8, 1999 by and between
Sandera Partners, L.P. and Catalyst Master Fund,
L.P.
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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: October 4, 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.
Present Position
Principal with
Name and Citizenship Occupation Reporting
or Business or ---------
Place of Organization Address Employment Person
- ---------------------- -------- ----------- ------
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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EXHIBIT 1
TRANSFER AUTHORIZATION
LETTER OF AUTHORIZATION FOR TRANSFER OF ASSETS FROM EXISTING
ACCOUNT TO NEW ENTITY FOR CONVERSION TO MASTER - FEEDER
STRUCTURE.
The parties to this Assignment and Assumption Agreement are
Sandera Partners, L.P. ("Transferor"), Catalyst Master Fund, L.P.
("Transferee") and Bear, Stearns Securities Corp. ("BSSC").
Transferor is a client of any or all of Bear, Stearns & Co.,
BSSC, Bear Stearns International, Ltd. ("BSIL"), or a Broker-
Dealer that introduces Transferor's account to BSSC, pursuant to
which BSSC clears Transferor's securities, carries Transferor's
account(s), and may finance Transferor's positions (together, the
"Services"). Transferor is also a party to other agreements with
BSSC including but not limited to a certain Professional Account
Agreement (collectively, "Customer Agreements") governing its
account held at BSSC.
Transferee is a client of any or all of Bear, Stearns & Co.,
BSSC, Bear Stearns International, Ltd. ("BSIL"), or a Broker-
Dealer that introduces Transferee's account to BSSC, pursuant to
which BSSC clears Transferee's securities, carries Transferee's
account(s), and may finance Transferee's positions (together, the
"Services"). Transferee is also a party to other agreements with
BSSC including but not limited to a certain Professional Account
Agreement (collectively, "Customer Agreements") governing its
account held at BSSC.
Effective September 8, 1999 (the "Effective Time").
Transferor hereby transfers to Transferee Transferor's right,
title and interest in and to and all obligations and liabilities
indicated below, and any representations, liabilities, and
obligations between Transferor and BSSC (collectively, the
"Obligations") connected with this transfer. Transferee hereby
accepts the foregoing transfer and assumes all of the
Transferor's Obligations to BSSC, its successors and assigns,
existing prior to at the Effective Time for this transfer.
Transferor and Transferee each represents, covenants and
warrants to BSSC as follows: (i) This Transfer and the
performance contemplated hereunder has been fully authorized and
duly executed and delivered by it and constitutes a legal, valid
and binding obligation, enforceable in accordance with its terms;
and (ii) The execution, delivery and performance contemplated
hereunder will not violate any provision of any law applicable to
it, its charter or by-laws, any order of any court or agency or
other governmental instrumentality, or any agreement to which it
is a party or by which any of its properties are bound.
Transferor and Transferee hereby jointly and severally agree
to indemnify and hold harmless BSSC from and against any loss,
liability, damage, claim, cost or expenses (including fees and
expenses of legal counsel) arising out of or incurred in
connection with the effectuation of this Transfer.
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<PAGE>
The terms of this Transfer Authorization shall be governed
by and construed in accordance with the laws of the State of New
York, without giving effect to any conflicts of law principles
thereof. Any dispute concerning this Transfer Authorization
shall be submitted to binding arbitration before the New York
Stock Exchange, Inc. unless the transaction which gives rise to
the dispute was effected in another U.S. market which provides
arbitration facilities, in which case it shall be settled by
arbitration under such facilities.
The parties hereto shall signify their consent to the foregoing
by executing below where indicated.
Transferor:
Sandera Partners, L.P.
By: /s/ MARK SCHWARZ
-------------------------
Mark Schwarz, V.P.
Transferee:
Catalyst Master Fund, L.P.
By: /s/ J.Keith Benedict
---------------------------
J. Keith Benedict, Director, Catalyst GP, Ltd.
its General Partner
Accepted And Agreed To:
BEAR, STEARNS SECURITIES CORP.
By: ___________________________
