-----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, Og39MvGbPSEAl1Z+EKoyaaJkQUSJxfeD1aK/NBPhbE78k24Gn9W9vXTbpZQrIuei P2mz8L4kfZHWiEw4uNhoXw== 0000909789-98-000051.txt : 19980714 0000909789-98-000051.hdr.sgml : 19980714 ACCESSION NUMBER: 0000909789-98-000051 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980713 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAWTHORNE FINANCIAL CORP CENTRAL INDEX KEY: 0000046267 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 952085671 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-08281 FILM NUMBER: 98665244 BUSINESS ADDRESS: STREET 1: 2381 ROSECRANS AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107255000 MAIL ADDRESS: STREET 1: 2381 ROSECRANS AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL STOCKS INC CENTRAL INDEX KEY: 0001041241 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 507 CAREW TOWER 441 VINE ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5132416166 MAIL ADDRESS: STREET 1: 5070 CAREW TOWER 441 VINE ST CITY: CINCINNATI STATE: OH ZIP: 45202 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* Hawthorne Financial Corporation _________________________________________________________________ (Name of Issuer) Common Stock _________________________________________________________________ (Title of Class of Securities) 420542102 _________________________________________________________________ (CUSIP Number) John M. Stein 507 Carew Tower 441 Vine Street Cincinnati, Ohio 45202 (513) 241-6166 _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 8, 1998 _________________________________________________________________ (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 [ ]. *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 disclosures provided in a prior cover page. The information required on 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 1 of 6 Pages CUSIP No. 4250542102 13D 2 of 6 pages _________________________________________________________________ 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Financial Stocks, Inc. 85-0366665 _________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) X _________________________________________________________________ 3) SEC Use Only _________________________________________________________________ 4) Source of Funds (See Instructions) WC _________________________________________________________________ 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] _________________________________________________________________ 6) Citizenship or Place of Organization Ohio _______________________________________________________________ | | | | NUMBER OF SHARES | 7) Sole Voting Power 286,254 | | BENEFICIALLY OWNED |________________________________________| | BY EACH REPORTING | 8) Shared Voting Power 21,546 | | PERSON WITH |________________________________________| | | 9) Sole Dispositive Power 286,254 | | |________________________________________| | | 10) Shared Dispositive Power 21,546 | |_______________________________________________________________| 11) Aggregate Amount Beneficially Owned by Each Reporting Person 307,800 _________________________________________________________________ 2) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] _________________________________________________________________ 13) Percent of Class Represented by Amount in Row (11) 5.9% _________________________________________________________________ 14) Type of Reporting Person (See Instructions) IA - 2 - Item 1. Security and Issuer ___________________ This statement relates to the Common Stock ("Common Stock"), of Hawthorne Financial Corporation (the "Issuer"). The name and address of the principal executive offices of the Issuer are as follows: Hawthorne Financial Corporation 2381 Rosecrans Avenue El Segundo, CA 90245 Item 2. Identity and Background _______________________ The person filing this statement is Financial Stocks, Inc., an Ohio corporation ("FSI"). FSI's business address is 507 Carew Tower, 441 Vine Street, Cincinnati, Ohio 45202. The executive officers and directors of FSI and their principal occupations are set forth below. Name Title Principal Occupation ____ _____ ____________________ Steven N. Stein Director, Chairman, President of Belvedere Chief Executive Corporation, a real Officer and estate development and Secretary management company John M. Stein Director, President and Portfolio President, Chief Manager of FSI Operating Officer, Treasurer and Portfolio Manager Alexander D. Warm Director Vice Chairman of Belvedere Corporation, Chairman of Warm Bros. Construction Company Stanley L. Vigran Director Private investor All of such persons are citizens of the United States. The address of all such persons is c/o FSI at the address set forth above. During the last five years none of such persons has been convicted in a criminal proceeding or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. - 3- FSI is a registered investment advisor and acts as general partner of Financial Stocks Limited Partnership ("FSLP") and other private investment partnerships and as an investment advisor for Rising Stars Offshore Fund L.P. ("Rising Stars"). Item 3. Source and Amount of Funds or Other Consideration. _________________________________________________ The source of funds used by FSI to purchase Common Stock for FSLP and Rising Stars is their respective working capital. Item 4. Purpose of Transaction. ______________________ The purpose of the acquisition of the Common Stock is investment. FSI may acquire additional shares of Common Stock or dispose of shares if it deems such transaction to be financially advantageous. FSI also reserves the right to change such intent if circumstances change. FSI currently has no plan or proposal which relates to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of 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) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (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) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to - 4 - cease to be authorized to be quoted in an inter- dealer quotation system of a registered national securities association; (i) Causing a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. ____________________________________ The following table sets forth information with respect to the shares of Common Stock of which FSI has or shares beneficial ownership: Percent of Record Owner Number of Shares Outstanding ____________ ________________ ___________ FSLP 286,254 (1) 5.5 Rising Stars 21,546 (2) .4 (1) As general partner of FSLP, FSI has sole voting power and dispositive power with respect to these shares. (2) As an investment advisor to Rising Stars, FSI shares voting power and dispositive power with respect to these shares. The following table sets forth information with respect to all transactions with respect to the Common Stock in which FSI has engaged in the last 60 days. Date Shares Purchased Price Per Share ____ _______________ _______________ For FSLP For Rising Stars ________ ________________ 7/1/98 6,975 525 $17.60 7/2/98 4,929 371 17.368 7/8/98 209,250 15,750 15.00 7/8/98 65,100 4,900 16.1875 All of such shares of Common Stock were acquired in open market transactions. - 5 - Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer. __________________________________________________ None Item 7. Material to be Filed as Exhibits. ________________________________ None 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. FINANCIAL STOCKS, INC. July 14, 1998 By: /s/ John Stein _____________ __________________________ Date John Stein, President - 6 - -----END PRIVACY-ENHANCED MESSAGE-----