-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QpmH1NTN5OYabRTIIxWtmJr+s7eerTgp3B1pdgnukSiXr4q0jLMYeKXcuQla96Qf 9AQByKglB4jJRLgpaiGnCA== 0001337263-08-000013.txt : 20081230 0001337263-08-000013.hdr.sgml : 20081230 20081230162157 ACCESSION NUMBER: 0001337263-08-000013 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081230 DATE AS OF CHANGE: 20081230 GROUP MEMBERS: DONALD W HODGES GROUP MEMBERS: FIRST DALLAS HOLDINGS GROUP MEMBERS: FIRST DALLAS SECURITIES GROUP MEMBERS: HODGES CAPITAL MANAGEMENT GROUP MEMBERS: HODGES FUNDS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CROSS A T CO CENTRAL INDEX KEY: 0000025793 STANDARD INDUSTRIAL CLASSIFICATION: PENS, PENCILS & OTHER ARTISTS' MATERIALS [3950] IRS NUMBER: 050126220 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30247 FILM NUMBER: 081276058 BUSINESS ADDRESS: STREET 1: ONE ALBION RD CITY: LINCOLN STATE: RI ZIP: 02865 BUSINESS PHONE: 4013331200 MAIL ADDRESS: STREET 1: ONE ALBION ROAD CITY: LINCOLN STATE: RI ZIP: 02865 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hodges Capital Management Inc. CENTRAL INDEX KEY: 0001337263 IRS NUMBER: 752278918 STATE OF INCORPORATION: TX FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2905 MAPLE AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-954-1177 MAIL ADDRESS: STREET 1: 2905 MAPLE AVENUE CITY: DALLAS STATE: TX ZIP: 75201 SC 13G/A 1 atx.txt ATX OCTOBER 31 2008 FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 A.T. Cross Common Stock, $0.03 par value 227478104 October 31, 2008 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) NOTE: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. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. CUSIP No. 227478104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons Donald W. Hodges 2. Check the Appropriate Box if a Member of a Group (a) (b) X 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power: -0- 6. Shared Voting Power: 1,192,000 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 1,520,119 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,520,119 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 11.52% 12. Type of Reporting Person (See Instructions): HC CUSIP No. 774678403 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons First Dallas Holdings, Inc. -- 75-2278916 2. Check the Appropriate Box if a Member of a Group (a) (b) X 3. SEC Use Only 4. Citizenship or Place of Organization Texas 5. Sole Voting Power: -0- 6. Shared Voting Power: 1,192,000 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 1,520,119 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,520,119 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 11.52% 12. Type of Reporting Person (See Instructions): HC CUSIP No. 774678403 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons First Dallas Securities, Inc. -- 75-2278917 2. Check the Appropriate Box if a Member of a Group (a) (b) X 3. SEC Use Only 4. Citizenship or Place of Organization Texas 5. Sole Voting Power: -0- 6. Shared Voting Power: -0- 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 130,100 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 130,100 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9: 0.99% 12. Type of Reporting Person (See Instructions): BD/IA CUSIP No. 227478104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons Hodges Capital Management, Inc. -- 75-2278918 2. Check the Appropriate Box if a Member of a Group (a) (b) X 3. SEC Use Only 4. Citizenship or Place of Organization Texas 5. Sole Voting Power: -0- 6. Shared Voting Power: 1,192,000 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 198,019 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,390,019 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 10.54% 12. Type of Reporting Person (See Instructions): IA CUSIP No. 227478104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons Hodges Fund -- 06-1347023 2. Check the Appropriate Box if a Member of a Group (a) (b) X 3. SEC Use Only 4. Citizenship or Place of Organization Texas 5. Sole Voting Power: -0- 6. Shared Voting Power: 1,152,000 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 1,152,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,152,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 8.73% 12. Type of Reporting Person IC CUSIP No. 227478104 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons Hodges Small Cap Fund - 261420876 2. Check the Appropriate Box if a Member of a Group (a) (b) X 3. SEC Use Only 4. Citizenship or Place of Organization Texas 5. Sole Voting Power: -0- 6. Shared Voting Power: 40,000 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 40,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 40,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 0.30% 12. Type of Reporting Person IC Item 1. (a) Name Issuer: A.T.Cross (b) Address of Issuer's Principal Executive Offices: One Albion Road Lincoln, RI 02865 Item 2. (a) Name of Person Filing: Donald W. Hodges First Dallas Holdings, Inc. First Dallas Securities, Inc. Hodges Capital Management, Inc. Hodges Fund Hodges Small Cap Fund (b) Address of Principal Business Office or, if none, Residence: 2905 Maple Ave. Dallas, Texas 75201 (c) Citizenship: Donald W. Hodges is a citizen of the United States. First Dallas Holdings, Inc. is a Texas corporation. First Dallas Securities, Inc. is a Texas corporation. Hodges Capital Management is a Texas corporation. Hodges Fund is a Massachusetts business trust. Hodges Small Cap Fund is a Massachusetts business trust. (d) Title of Class of Securities: Common Stock (e) CUSIP 227478104 Item 3. If this statement is filed pursuant to SS240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) An investment adviser in accordance with S240.13d-1(b)(1)(ii)(E). (f) An employee benefit plan or endowment fund in accordance with S240.13d-1(b)(1)(ii)(F). (g) X A parent holding company or control person in accordance with S 240.13d-1(b)(1)(ii)(G). (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) Group, in accordance with S240. 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Donald W. Hodges 1,520,119 First Dallas Holdings, Inc. 1,520,119 First Dallas Securities, Inc. 130,100 Hodges Capital Management, Inc. 1,390,019 Hodges Fund 1,152,000 Hodges Small Cap Fund 40,000 (b) Percent of class: Donald W. Hodges 11.52% First Dallas Holdings, Inc. 11.52% First Dallas Securities, Inc. 0.99% Hodges Capital Management, Inc. 10.54% Hodges Fund 8.73% Hodges Small Cap Fund 0.30 % The calculation of the percentage of beneficial ownership of the Company's common stock is based upon 13,194,000 shares outstanding on September 27, 2007, as disclosed by the Company in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: Donald W. Hodges -0- First Dallas Holdings, Inc. -0- First Dallas Securities, Inc. -0- Hodges Capital Management, Inc. -0- Hodges Fund -0- Hodges Small Cap Fund -0- (ii) Shared power to vote or to direct the vote: Donald W. Hodges 1,192,000 First Dallas Holdings, Inc. 1,192,000 First Dallas Securities, Inc. -0- Hodges Capital Management, Inc. -0- Hodges Fund 1,152,000 Hodges Small Cap Fund 40,000 (iii) Sole power to dispose or to direct the disposition of: Donald W. Hodges -0- First Dallas Holdings, Inc. -0- First Dallas Securities, Inc. -0- Hodges Capital Management, Inc. -0- Hodges Fund -0- Hodges Small Cap Fund -0- (iv) Shared power to dispose or to direct the disposition of: Donald W. Hodges 1,520,119 First Dallas Holdings, Inc. 1,520,119 First Dallas Securities, Inc. 130,100 Hodges Capital Management, Inc. 1,390,019 Hodges Fund 1,152,000 Hodges Small Cap Fund 40,000 For computations regarding securities which represent a right to acquire an underlying security see S240.13d-3(d)(1). Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following . Item 6. Ownership of More than Five Percent on Behalf of Another Person. Other individuals have the right to receive the dividends from, and the proceeds from the sale of, all reported securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Donald W. Hodges ("Control Person") is the sole owner of First Dallas Holdings, Inc., the parent holding company of First Dallas Securities, Inc., Hodges Capital Management, Inc. and Hodges Fund. All entities and their Item 3 classification are attached hereto as Exhibit A. Item 8. Identification and Classification of Members of the Group Not Applicable. Item 9. Notice of Dissolution of Group Not Applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. 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: October 31, 2008 Donald W. Hodges Chairman Exhibit A List of Subsidiaries 1 First Dallas Securities, Inc. is a broker or dealer registered under section 15 of the Act (15 U.S.C. 78o) and an investment adviser in accordance with S240.13d-1(b)(1)(ii)(E). 2 Hodges Capital Management, Inc. is an investment adviser in accordance with S240.13d-1(b)(1)(ii)(E). 3 Hodges Fund is an investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). 4. Hodges Small Cap Fund is an investment company registered under section 8 of the Investment Company Act of 1940 (15 U -----END PRIVACY-ENHANCED MESSAGE-----