-----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, Mxt1E/Lcg6L/y2aBDudrX0RVXVECeryasepJR3xJ+iMQMs4BZgKWKuBnUuuuG73b FSseWSmuqKbNyet1PQUKkg== 0000941302-01-500261.txt : 20020413 0000941302-01-500261.hdr.sgml : 20020413 ACCESSION NUMBER: 0000941302-01-500261 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011221 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08281 FILM NUMBER: 1820698 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: VALUE PARTNERS LTD /TX/ CENTRAL INDEX KEY: 0000926614 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752291866 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SUITE 808 STREET 2: 4514 COLE AVENUE CITY: DALLAS STATE: TX ZIP: 75205 BUSINESS PHONE: 214-522-2100 MAIL ADDRESS: STREET 1: C/O FISHER EWING PARTNERS STREET 2: 2200 ROSS AVE #4660 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 hfc13da.htm SCHEDULE 13D/A SCHEDULE 13D/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________

SCHEDULE 13D/A
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(AMENDMENT No. 3)

 

HAWTHORNE FINANCIAL CORPORATION
____________________________________________________
(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)

December 11, 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
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Value Partners, Ltd. - 75-2291866

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o
(b)
o

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)

Not Applicable

[   ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

490,874*

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

490,874*

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

490,874*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES  

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.4%

14

TYPE OF REPORTING PERSON

PN

          *But see Item 5

 

 


CUSIP No. 420542102

13D/A

 

1

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Ewing & Partners - 75-2741747

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o
(b)
o

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)

Not Applicable

[   ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0*

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES

o

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
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Timothy G. Ewing

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o
(b)
o

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)

Not applicable

[   ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

12,600

8

SHARED VOTING POWER

0*

9

SOLE DISPOSITIVE POWER

12,600

10

SHARED DISPOSITIVE POWER

0*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%*

14

TYPE OF REPORTING PERSON

IN

          *But see Item 5

 


AMENDMENT No. 3 to SCHEDULE 13D

          This Amendment No. 3 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 December 11, 2001, Value Partners exercised Warrants for 100,000 shares of Common Stock and then sold those same 100,000 shares of Common Stock. Thus, Value Partners beneficially owns 490,874 shares of Common Stock as of the date hereof. Value Partners has the sole power to vote and dispose of the 490,874 shares of Common Stock beneficially owned by it. Ewing & Partners, as general partner of Value Partners, may direct the vote and disposition of the 490,874 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 490,874 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 490,874 shares of Common Stock, which represents 8.4% of the Issuer's outstanding shares of Common Stock, which such percentage was calculated by dividing (i) 490,874 shares of Common Stock underlying the Warrants not yet exercised but beneficially owned by Value Partners as of the date hereof, by (ii) 5,850,381 shares of Common Stock, which equals the sum of (x) 5,359,507 shares of Common Stock outstanding as of October 31, 2001 based upon the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2001 and (y) 490,874 shares of Common Stock underlying the Warrants.

          (b)     Value Partners has the sole power to vote and dispose of the 490,874 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 490,874 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 490,874 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 490,874 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 directly with the Issuer:

Transaction
Date

Buy/Sell

Quantity
(shares)

Price per
Share ($)*

__________________________________________________

12/11/01

Sell

100,000

$19.00

 

 

 

 

          *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:      December 18, 2001

 

VALUE PARTNERS, LTD.

 

By:

EWING & PARTNERS
as General Partner

 

 

 

 

 

 

By:

/S/ TIMOTHY G. EWING
__________________________
Timothy G. Ewing
as Managing Partner

 

 

 

 

 

EWING & PARTNERS

 

 

 

 

 

By:

/S/ TIMOTHY G. EWING
_________________________________
Timothy G. Ewing
as Managing Partner

 

 

 

 

 

/S/ TIMOTHY G. EWING
________________________________________
Timothy G. Ewing

 

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