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Proc-Type: 2001,MIC-CLEAR
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SECURITIES AND EXCHANGE COMMISSION SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT (AMENDMENT No. 2) HAWTHORNE FINANCIAL CORPORATION
WASHINGTON, D.C. 20549
___________________
(Rule 13d-101)
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Name of Issuer)
Common Stock, par value $.01 per share
______________________________________________________________________________
(Title of Class of Securities)
420542102
______________________________________________________________________________
(CUSIP NUMBER)
Timothy G. Ewing
Value Partners, Ltd.
c/o Ewing & Partners
Suite 808
4514 Cole Avenue
Dallas, Texas 75205
Tel. No.: (214) 522-2100
______________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 3, 2001
______________________________________________________________________________
(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(e), 13d-1(f) or 13d-1(g), check the following box [ ]
CUSIP No. 420542102 |
13D/A |
|
1 |
NAME OF REPORTING PERSONS Value Partners, Ltd. - 75-2291866 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) o(b) o |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS WC |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS Not Applicable |
[ ] |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Texas |
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NUMBER OF |
7 |
SOLE VOTING POWER 590,874* |
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8 |
SHARED VOTING POWER 0 |
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9 |
SOLE DISPOSITIVE POWER 590,874* |
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10 |
SHARED DISPOSITIVE POWER 0 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 590,874* |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2% |
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14 |
TYPE OF REPORTING PERSON PN |
*But see Item 5
CUSIP No. 420542102 |
13D/A |
|
1 |
NAME OF REPORTING PERSONS Ewing & Partners - 75-2741747 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) o(b) o |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS WC |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS Not Applicable |
[ ] |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Texas |
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NUMBER OF |
7 |
SOLE VOTING POWER 0 |
|||
8 |
SHARED VOTING POWER 0* |
||||
9 |
SOLE DISPOSITIVE POWER 0 |
||||
10 |
SHARED DISPOSITIVE POWER 0* |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0* |
||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |
|
|||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%* |
||||
14 |
TYPE OF REPORTING PERSON PN |
*But see Item 5
CUSIP No. 420542102 |
13D/A |
|
1 |
NAME OF REPORTING PERSONS Timothy G. Ewing |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) o(b) o |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS WC |
||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS Not applicable |
[ ] |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Texas |
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NUMBER OF |
7 |
SOLE VOTING POWER 12,600 |
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8 |
SHARED VOTING POWER 0* |
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9 |
SOLE DISPOSITIVE POWER 12,600 |
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10 |
SHARED DISPOSITIVE POWER 0* |
||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0* |
||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |
o |
|||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%* |
||||
14 |
TYPE OF REPORTING PERSON IN |
*But see Item 5
AMENDMENT No. 2 to SCHEDULE 13D
This Amendment No. 2 to Schedule 13D is being filed on behalf of Value Partners, Ltd., a Texas limited partnership ("Value Partners"), Ewing & Partners, a Texas general partnership ("Ewing & Partners"), and Timothy G. Ewing ("Ewing"), the managing general partner of Ewing & Partners, as an amendment to the Statement on Schedule 13D, relating to shares of common stock, par value $.01 per share ("Common Stock"), of Hawthorne Financial Corporation (the "Issuer"), as filed with the Securities and Exchange Commission on July 16, 1998 and as amended from time to time since such date to the date hereof (the "Statement"). The Statement is hereby amended and supplemented as follows:
Item 3. |
Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is hereby amended and restated in its entirety to read as follows:
On May 3, 2001, Value Partners exercised Warrants for 200,000 shares of Common Stock and then sold those same 200,000 shares of Common Stock. Thus, Value Partners beneficially owns 590,874 shares of Common Stock as of the date hereof. Value Partners has the sole power to vote and dispose of the 590,874 shares of Common Stock beneficially owned by it. Ewing & Partners, as general partner of Value Partners, may direct the vote and disposition of the 590,874 shares of Common Stock owned by Value Partners. Similarly, Mr. Ewing, as managing general partner of Ewing & Partners, may direct the vote and disposition of the 590,874 shares of Common Stock owned by Value Partners. All of the funds utilized in this exercise came from the working capital of Value Partners.
Mr. Ewing has the sole power to vote and dispose of the 12,600 shares of Common Stock beneficially owned by him. Mr. 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 12,600 shares of Common Stock owned by him.
Item 5. |
Interest In Securities of the Issuer |
Item 5 of the Statement is hereby amended and restated in its entirety to read as follows:
(a) As of the date hereof, Value Partners beneficially owns 590,874 shares of Common Stock, which represents 10.2% of the Issuer's outstanding shares of Common Stock, which such percentage was calculated by dividing (i) 590,874 shares of Common Stock underlying the Warrants not yet exercised but beneficially owned by Value Partners as of the date hereof, by (ii) 5,769,662 shares of Common Stock, which equals the sum of (x) 5,178,788 shares of Common Stock outstanding as of March 23, 2001 based upon the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2001 and (y) 590,874 shares of Common Stock underlying the Warrants.
(b) Value Partners has the sole power to vote and dispose of the 590,874 shares of Common Stock beneficially owned by it. However, Ewing & Partners, as general partner of Value Partners, may direct the vote and disposition of the 590,874 shares of Common Stock owned by Value Partners. Similarly, Ewing, as managing general partner of Ewing & Partners, may direct the vote and disposition of the 590,874 shares of Common Stock owned by Value Partners. Ewing may also direct the vote and disposition of 12,600 shares of Common Stock beneficially owned by Ewing.
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 590,874 shares of Common Stock beneficially owned by Value Partners. Pursuant to Rule 13d-4, Ewing and Ewing & Partners disclaim all such beneficial ownership.
(c) During the past 60 days, Value Partners effected the following transactions in the Common Stock in the over-the-counter market:
Transaction |
Buy/Sell |
Quantity |
Price per |
5/3/01 |
Sell |
173,417 |
$16.00 |
|
|
|
|
During the past 60 days, Value Partners effected the following transactions in the Common Stock directly with the Issuer:
Transaction |
Buy/Sell |
Quantity |
Price per |
5/3/01 |
Sell |
26,583 |
$16.01 |
|
|
|
|
*Price per share includes broker's commissions.
(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 Common Stock beneficially owned by Value Partners.
(e) Not applicable.
Item 7. |
Material to be filed as Exhibits |
Exhibit 1 |
Joint Filing Agreement dated July 16, 1998 between Value Partners, Ewing & Partners and Mr. Ewing (previously filed as Exhibit 1 to the initial Schedule 13D and incorporated herein by reference). |
Signatures
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct .
Dated: May 14, 2001
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VALUE PARTNERS, LTD. |
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By: |
EWING & PARTNERS
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By: |
TIMOTHY G. EWING |
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EWING & PARTNERS
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By: |
TIMOTHY G. EWING
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TIMOTHY G. EWING |