0001144204-12-005251.txt : 20120201 0001144204-12-005251.hdr.sgml : 20120201 20120201152724 ACCESSION NUMBER: 0001144204-12-005251 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120201 DATE AS OF CHANGE: 20120201 GROUP MEMBERS: HIGHLAND CAPITAL MANAGEMENT SERVICES, INC. GROUP MEMBERS: JAMES D. DONDERO GROUP MEMBERS: STRAND ADVISORS, INC. GROUP MEMBERS: TUNSTALL CAPITAL MANAGEMENT GP, LLC GROUP MEMBERS: TUNSTALL CAPITAL MANAGEMENT, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENSON WORLDWIDE INC CENTRAL INDEX KEY: 0001123541 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 752896356 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81829 FILM NUMBER: 12562467 BUSINESS ADDRESS: STREET 1: 1700 PACIFIC AVE STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147651100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHLAND CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001167365 IRS NUMBER: 752716725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 13455 NOEL ROAD STE 1300 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9726284100 MAIL ADDRESS: STREET 1: 13455 NOEL ROAD STE 1300 CITY: DALLAS STATE: TX ZIP: 75240 SC 13G 1 v301018_sc-13g.htm

 

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 



 

 

 

Penson Worldwide, Inc.
(Name of Issuer)

 

 

Common Stock, par value $0.01 per share
(Title of Class of Securities)

 

 

709600100
(CUSIP Number)

 

 

December 31, 2011
(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  S Rule 13d-1(b)
  £ Rule 13d-1(c)
  £ Rule 13d-1(d)

 

 

1
 

 

CUSIP No. 709600100 13G Page 2 of 13

 

1 NAME OF REPORTING PERSONS

Tunstall Capital Management, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  £
(b)  £
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

203,884**

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

203,884**

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

203,884**

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* £
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.7%**

12

TYPE OF REPORTING PERSON*

IA, PN

         

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

 

2
 

 

CUSIP No. 709600100 13G Page 3 of 13

 

1

NAME OF REPORTING PERSONS

Tunstall Capital Management GP, LLC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  £
(b) £
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

203,884**

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

203,884**

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

203,884**

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
£
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.7%**

12

TYPE OF REPORTING PERSON*

HC, OO

         

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

 

3
 

 

CUSIP No. 709600100 13G Page 4 of 13

 

1

NAME OF REPORTING PERSONS

Highland Capital Management Services, Inc.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  £
(b)  £
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

203,884**

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

203,884**

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

203,884**

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
£
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.7%**

12

TYPE OF REPORTING PERSON*

HC, CO

         

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

 

4
 

 

 

CUSIP No. 709600100 13G Page 5 of 13

 

1 NAME OF REPORTING PERSONS

Highland Capital Management, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  £
(b)  £
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,852,191**

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,852,191**

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,852,191**

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
£
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.7%**

12

TYPE OF REPORTING PERSON*

IA, PN

         

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

 

5
 

 

 

CUSIP No. 709600100 13G Page 6 of 13

 

1 NAME OF REPORTING PERSONS

Strand Advisors, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  £
(b) £
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,852,191**

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,852,191**

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,852,191**

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
£
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.7%**

12

TYPE OF REPORTING PERSON*

HC, CO

         

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

6
 

 

CUSIP No. 709600100 13G Page 7 of 13

 

1

NAME OF REPORTING PERSONS

James D. Dondero

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  £
(b)  £
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,056,075**

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,056,075**

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,056,075**

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
£
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.4%**

12

TYPE OF REPORTING PERSON*

HC, IN

         

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

 

7
 

SCHEDULE 13G

 

This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Tunstall Capital Management, L.P., a Delaware limited partnership (“Tunstall Management”), Tunstall Capital Management GP, LLC, a Delaware limited liability company (“Tunstall GP”), Highland Capital Management Services, Inc., a Delaware corporation (“Highland Services”), Highland Capital Management, L.P., a Delaware limited partnership (“Highland Capital”), Strand Advisors, Inc., a Delaware corporation (“Strand”), and James D. Dondero (collectively, the “Reporting Persons”).

James D. Dondero is the President of Highland Services and Strand. Highland Services is the sole member of Tunstall GP. Tunstall GP is the general partner of Tunstall Management. Tunstall Management is the investment advisor to certain private investment funds (collectively, the “Tunstall Funds”). Strand is the general partner of Highland Capital. Highland Capital is the investment advisor to certain private investment funds (the “Highland Funds” and together with the Tunstall Funds, the “Private Funds”). This Schedule 13G relates to shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Penson Worldwide, Inc., a Delaware corporation (the “Issuer”), held by the Private Funds.

Item 1(a) Name of Issuer.

Penson Worldwide, Inc.

Item 1(b)   Address of Issuer’s Principal Executive Offices.

 

1700 Pacific Avenue, Suite 1400

Dallas, Texas 75201

 

Item 2(a) Name of Person Filing.

 

(1) Tunstall Capital Management, L.P.

(2) Tunstall Capital Management GP, LLC

(3) Highland Capital Management Services, Inc.

(4) Highland Capital Management, L.P.

(5) Strand Advisors, Inc.

(6) James D. Dondero

 

Item 2(b) Address of Principal Business Office, or, if none, Residence.

 

For all Filers:

13455 Noel Rd., Suite 800

Dallas, Texas 75240

 

8
 

Item 2(c) Citizenship or Place of Organization.

 

(1) Tunstall Capital Management, L.P. is a Delaware limited partnership.

(2) Tunstall Capital Management GP, LLC is a Delaware limited liability company.

(3) Highland Capital Management Services, Inc. is a Delaware corporation.

(4) Highland Capital Management, L.P. is a Delaware limited partnership.

(5) Strand Advisors, Inc. is a Delaware corporation.

(6) James D. Dondero is a U.S. citizen.

 

Item 2(d) Title of Class of Securities.

 

Common Stock, par value $0.01 per share.

 

Item 2(e) CUSIP Number.

 

709600100

 

Item 3 Reporting Person.

 

Inapplicable.

 

Item 4 Ownership.

 

(a)Tunstall Management, Tunstall GP and Highland Services may be deemed the beneficial owners of the 203,884 shares of Common Stock held by the Tunstall Funds. This amount consists of 203,884 shares of Common Stock issuable upon conversion of presently convertible notes held by the Tunstall Funds.
Highland Capital and Strand may be deemed the beneficial owners of the 1,852,191 shares of Common Stock held by the Highland Funds.
Mr. Dondero may be deemed the beneficial owner of the 2,056,075 shares of Common Stock held by the Private Funds. This amount consists of (i) 203,884 shares of Common Stock issuable upon conversion of presently convertible notes and (ii) 1,852,191 shares of Common Stock.
(b)Tunstall Management, Tunstall GP and Highland Services may be deemed the beneficial owners of 0.7% of the outstanding shares of Common Stock. This percentage was determined by dividing 203,884, the number of shares of Common Stock held directly by the Tunstall Funds, by the sum of (i) 27,643,789, which is the number of shares of Common Stock outstanding as of November 7, 2011, according to the Issuer’s Form 10-Q filed on November 9, 2011 with the Securities and Exchange Commission, plus (ii) the 203,884 shares of Common Stock issuable upon conversion of presently convertible notes held by the Tunstall Funds.
9
 
Highland Capital and Strand may be deemed the beneficial owners of 6.7% of the outstanding shares of Common Stock. This percentage was determined by dividing 1,852,191, the number of shares of Common Stock held directly by the Highland Funds, by 27,643,789, which is the number of shares of Common Stock outstanding as of November 7, 2011, according to the Issuer’s Form 10-Q filed on November 9, 2011 with the Securities and Exchange Commission.
Mr. Dondero may be deemed the beneficial owner of 7.4% of the outstanding shares of Common Stock. This percentage was determined by dividing 2,056,075, the number of shares of Common Stock held directly by the Private Funds, by the sum of (i) 27,643,789, which is the number of shares of Common Stock outstanding as of November 7, 2011, according to the Issuer’s Form 10-Q filed on November 9, 2011 with the Securities and Exchange Commission, plus (ii) the 203,884 shares of Common Stock issuable upon conversion of presently convertible notes held by the Private Funds.
(c)Tunstall Management, Tunstall GP and Highland Services have the shared power to vote and dispose of the 203,884 shares of Common Stock held by the Tunstall Funds.
Highland Capital and Strand have the shared power to vote and dispose of the 1,852,191 shares of Common Stock held by the Highland Funds.
Mr. Dondero has the shared power to vote and dispose of the 2,056,075 shares of Common Stock held by the Private Funds.

 

Item 5 Ownership of Five Percent or Less of a Class.

 

Inapplicable.

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

 

Inapplicable.

 

Item 7    Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

 

Inapplicable.

 

Item 8     Identification and Classification of Members of the Group.

 

Inapplicable.

 

Item 9     Notice of Dissolution of Group.

 

Inapplicable.

 

10
 

Item 10     Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Exhibits      Exhibit 99-1

 

Joint Filing Agreement, dated February 1, 2012, by and among Tunstall Capital Management, L.P., Tunstall Capital Management GP, LLC, Highland Capital Management Services, Inc., Highland Capital Management, L.P., Strand Advisors, Inc. and James D. Dondero.

 

11
 

SIGNATURE

 

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.

 

 

Date: February 1, 2012

TUNSTALL CAPITAL MANAGEMENT, L.P.

 

By: Tunstall Capital Management GP,

      LLC, its general partner

 

By: Highland Capital Management Services, Inc.,
        its sole member

 

By: /s/ James D. Dondero

Name: James D. Dondero

Title: President

 

 

TUNSTALL CAPITAL MANAGEMENT GP, LLC

 

By: Highland Capital Management Services, Inc.,
       its sole member

 

By: /s/ James D. Dondero

Name: James D. Dondero

Title: President

 

 

HIGHLAND CAPITAL MANAGEMENT SERVICES, INC.

 

By: /s/ James D. Dondero

Name: James D. Dondero

Title: President

 

 

HIGHLAND CAPITAL MANAGEMENT, L.P.

 

By: Strand Advisors, Inc., its general partner

 

By: /s/ James D. Dondero

Name: James D. Dondero

Title: President

 

12
 

 

STRAND ADVISORS, INC.

 

By: /s/ James D. Dondero

Name: James D. Dondero

Title: President

 

 

/s/ James D. Dondero

James D. Dondero

 

13
 

 

 EX-99.1 2 v301018_ex99-1.htm

EXHIBIT 99-1

 

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 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Penson Worldwide, Inc., 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 the timely filing of such Statement on Schedule 13G 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.

 

 

[Signature Page Follows]

 
 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 1, 2012.

 

 

 

TUNSTALL CAPITAL MANAGEMENT, L.P.

 

By: Tunstall Capital Management GP,

      LLC, its general partner

 

By: Highland Capital Management Services, Inc.,
           its sole member

 

By: /s/ James D. Dondero

Name: James D. Dondero

Title: President

 

 

TUNSTALL CAPITAL MANAGEMENT GP, LLC

 

By: Highland Capital Management Services, Inc.,
      its sole member

 

By: /s/ James D. Dondero

Name: James D. Dondero

Title: President

 

 

HIGHLAND CAPITAL MANAGEMENT SERVICES, INC.

 

By: /s/ James D. Dondero

Name: James D. Dondero

Title: President

 

 

HIGHLAND CAPITAL MANAGEMENT, L.P.

 

By: Strand Advisors, Inc., its general partner

 

By: /s/ James D. Dondero

Name: James D. Dondero

Title: President

 

 
 

 

STRAND ADVISORS, INC.

 

By: /s/ James D. Dondero

Name: James D. Dondero

Title: President

 

 

/s/ James D. Dondero

James D. Dondero