SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
Mego Mortgage Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
585165103
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(CUSIP Number)
Timothy G. Ewing
Value Partners, Ltd.
c/o Ewing & Partners
Suite 808
4514 Cole Avenue
Dallas, Texas 75205
(214) 522-2100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 17, 1998
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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 that is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check
the following box [ ].
CUSIP NO. 585165103 SCHEDULE 13D
(1) Name of Reporting Person Value Partners, Ltd.
S.S. or I.R.S. Identification 75-2291866
No. of Above Person (Not Required To
Be Reported)
(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) 00*
(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 Power 14,666,740**
Beneficially Owned
by Each Reporting (8) Shared Voting -0-
Person with: Power
(9) Sole Dispositive 14,666,740**
Power
(10) Shared Dispositive -0-
Power
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 14,666,740**
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(See instructions)
(13) Percent of Class Represented by 32.4%
Amount in Row (11)
(14) Type of Reporting Person (See PN
Instructions)
CUSIP NO. 585165103 SCHEDULE 13D
(1) Name of Reporting Person Ewing & Partners
S.S. or I.R.S. Identification 75-2741747
No. of Above Person (Not Required To
Be Reported)
(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) 00
(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 Power -0-
Beneficially Owned
by Each Reporting (8) Shared Voting -0-**
Person with: Power
(9) Sole Dispositive -0-
Power
(10) Shared Dispositive -0-**
Power
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person -0-**
(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 PN
Instructions)
CUSIP NO. 585165103 SCHEDULE 13D
(1) Name of Reporting Person Timothy G. Ewing
S.S. or I.R.S. Identification ###-##-####
No. of Above Person (Not Required To
Be Reported)
(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) PF
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization United States of
America
Number of Shares (7) Sole Voting Power 9,200
Beneficially Owned
by Each Reporting (8) Shared Voting -0-**
Person with: Power
(9) Sole Dispositive 9,200
Power
(10) Shared Dispositive -0-**
Power
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 9,200**
(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 IN
Instructions)
CUSIP NO. 585165103 SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, par value $.01 per
share (the "Common Stock"), of Mego Mortgage Corporation, a Delaware
corporation ("Mego" or the "Issuer"), whose principal executive offices are
located at 1000 Parkwood Circle, Suite 500, Atlanta, Georgia 30339.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) This Schedule 13D is filed by Value Partners, Ltd., a Texas
limited partnership ("Value Partners"), Ewing & Partners, a Texas general
partnership (formerly known as Fisher Ewing Partners) ("Ewing & Partners"),
and Timothy G. Ewing ("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 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
Ewing & Partners is the management of Value 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In connection with an exchange offer (the "Exchange Offer") by the
Company pursuant to which the Company offered to exchange shares of its
Series A Convertible Preferred Stock, par value $.01 per share (the
"Preferred Stock"), or new 12-1/2% Subordinated Notes Due 2001 (the "New
Notes") of the Company or a combination thereof for any and all outstanding
12-1/2% Senior Subordinated Notes Due 2001 (the "Original Notes") of the
Company, Value Partners exchanged all $26,000,000 of its Original Notes for
$4,000,000 in New Notes and 22,000 shares of Preferred Stock. The Exchange
Offer was consummated on June 18, 1998 (the "Issuance Date"). Each share
of Preferred Stock is convertible into 666.67 shares of Common Stock. The
shares of Preferred Stock held by Value Partners may be converted beginning
180 days after the Issuance Date, which is December 15, 1998 (the
"Conversion Date"). Thus, pursuant to Rule 13d-3(d)(1) of the Securities
Exchange Act of 1934, as amended, on October 17, 1998, which is within 60
days of the Conversion Date, Value Partners acquired beneficial ownership
of the shares of Common Stock that may be acquired upon conversion of its
shares of Preferred Stock. As a result, Value Partners beneficially owns
14,666,740 shares of Common Stock, which is calculated by multiplying
22,000 shares of Preferred Stock by 666.67 (the conversion rate of the
Preferred Stock). In addition, the shares of Preferred Stock held by Value
Partners are mandatorily convertible into shares of Common Stock at the
above conversion rate on the second anniversary of the Issuance Date.
Ewing purchased in the aggregate 9,200 shares of Common Stock in a
series of transactions in the open market on such dates, in such amounts,
and at such prices as listed on Schedule I to this Schedule 13D. The
source of funds for these purchases was the personal funds of Ewing.
ITEM 4. PURPOSE OF TRANSACTION
Value Partners has acquired the shares of Preferred Stock (and,
beneficially, the shares of Common Stock) and the New Notes solely for
investment purposes. As of the date hereof, Value Partners does not intend
to convert its shares of Preferred Stock into shares of Common Stock
(subject to the mandatory conversion feature of the Preferred Stock).
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 Preferred Stock or
Common Stock or New Notes in the open market, in private transactions, or
otherwise, or may convert its shares of Preferred Stock into shares of
Common Stock, or may dispose of all or a portion of such shares of
Preferred Stock or Common Stock or New Notes owned by it.
Ewing has acquired the shares of Common Stock solely for investment
purposes. Depending on his evaluation of the Issuer, other investment
opportunities, market conditions, and such other factors as he may deem
material, Ewing 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 such shares of Common Stock owned by him.
Except as set forth above, none of Value Partners, Ewing & Partners,
EAM or Ewing has any plans or proposals of the type referred to in clauses
(a) through (j) of Item 4 of the instructions to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, Value Partners owns 22,000 shares of
Preferred Stock. Each such share of Preferred Stock may be converted into
666.67 shares of Common Stock. Consequently, if all such shares of
Preferred Stock are converted, Value Partners will own 14,666,740 shares of
Common Stock.
According to Mego's Form 10-Q/A filed with the Securities and Exchange
Commission on August 27, 1998 (the "Form 10-Q/A"), there were outstanding
30,566,667 shares of Common Stock as of August 25, 1998. Thus, Value
Partners beneficially owns 32.4% of such outstanding shares of Common
Stock, which such percentage was calculated by dividing (i) 14,666,740
shares of Common Stock, which is the number of shares of Common Stock
beneficially owned by Value Partners as of the date hereof, by (ii)
45,233,407 shares of Common Stock, which equals the sum of (x) 30,566,667
shares of Common Stock outstanding as reported in the Form 10-Q/A and (y)
14,666,740 shares of Common Stock, which may be acquired upon conversion of
all of Value Partner's shares of Preferred Stock and which are reported as
beneficially owned as of the date hereof.
As of the date hereof, Ewing owns 9,200 shares of Common Stock. Thus,
Ewing owns .03% of the outstanding shares of Common Stock as reported in
the Form 10-Q/A, which such percentage was calculated by dividing (i) 9,200
shares of Common Stock by (ii) 30,566,667 shares of Common Stock
outstanding as reported in the Form 10-Q/A.
Thus, Value Partners, Ewing & Partners and Ewing (the "Reporting
Persons") beneficially own shares of Common Stock as follows:
Shares of % of Common
Name Common Stock Stock Outstanding
---- ------------ -----------------
Value Partners 14,666,740 32.4%
Ewing & Partners -0- -0-
Ewing 9,200 .03%
Ewing & Partners and Ewing are deemed to have beneficial ownership of
the shares of Common Stock beneficially owned by Value Partners.
(b) Value Partners has the sole power to vote and dispose of the
22,000 shares of Preferred Stock (and the shares of Common Stock underlying
such shares of Preferred Stock) beneficially owned by it. Value Partners
does not share the power to vote or to direct the vote of, or the power to
dispose or to direct the disposition of, the Preferred Stock (and the
Common Stock underlying such Preferred Stock) beneficially owned by it.
However, Ewing & Partners, as general partner of Value Partners, may be
deemed, for purposes of determining beneficial ownership pursuant to Rule
13d-3, to have the shared power with Value Partners to vote or direct the
vote of, and the shared power with Value Partners to dispose or direct the
disposition of, the 22,000 shares of Preferred Stock (and the shares of
Common Stock underlying such shares of Preferred Stock) beneficially owned
by Value Partners. Ewing, as managing general partner of Ewing & Partners,
may be deemed, for purposes of determining beneficial ownership pursuant to
Rule 13d-3, to have the shared power with Value Partners to vote or to
direct the vote of, and the shared power to dispose or to direct the
disposition of, the 22,000 shares of Preferred Stock (and the shares of
Common Stock underlying such shares of Preferred Stock) beneficially owned
by Value Partners.
The filing of this statement on Schedule 13D shall not be construed as
an admission that Ewing or Ewing & Partners is for the purposes of Section
13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the
beneficial owner of any of the 22,000 shares of Preferred Stock or
14,666,740 shares of Common Stock beneficially owned by Value Partners.
Pursuant to Rule 13d-4, Ewing and Ewing & Partners disclaim all such
beneficial ownership.
Ewing has the sole power to vote and dispose of the 9,100 shares of
Common Stock beneficially owned by him. Ewing does not share the power to
vote or to direct the vote of, or the power to dispose or to direct the
disposition of, the 9,200 shares of Common Stock owned by him.
(c) No other transactions in Preferred Stock or Common Stock were
effected by any of the Reporting Persons during the 60 days prior to
October 17, 1998 or the date hereof.
(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
Preferred Stock and Common Stock beneficially owned by Value Partners.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Value Partners, Ewing & Partners and Ewing have no contracts,
arrangements, understandings or relationships (legal or otherwise) between
themselves and any person with respect to any securities of the Issuer
other than those described below:
(a) Joint Filing Agreement, dated as of the date hereof, between
Value Partners, Ewing & Partners, and Ewing, which was entered into to
enable more than one person to report on this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed as exhibits to this Statement on Schedule 13D:
Exhibit 1 Joint Filing Agreement, dated as of October 23, 1998.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
SCHEDULE I TO SCHEDULE 13D
Trade Date # Of Shares Per Share Price Total Amount
- ---------- ----------- --------------- ------------
9/2/98 2,500 $1.30 $3,250.00
9/3/98 1,600 $1.13 $1,880.00
9/3/98 2,500 $1.30 $3,250.00
9/3/98 2,600 $1.22 $3,055.00
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TOTAL 9,200 $11,435.00
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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: October 23, 1998
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
EXHIBIT INDEX
Page No.
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Exhibit 1 Joint Filing Agreement, dated as of
October 23, 1998.
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D (including any and all
amendments thereto) with respect to the common stock, par value $.01 per
share, Mego Mortgage Corporation, and further agree that this Joint Filing
Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible
for timely filing of such Statement on Schedule 13D and any amendments
thereto, and for the accuracy and completeness of the information
concerning such party contained therein; provided, however, that no party
is responsible for the accuracy or completeness of the information
concerning any other party, unless such party knows or has reason to
believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the
same effect as if the signature on each counterpart were upon the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
October 23, 1998.
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
