-----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, VtVgPbbKjz6ViczCBgFpmjOHerdXOAwcKiz27rWqKQozHRF4etVFhn3sFSql0WUo G8r0+itOnfg7C5DJ36ivtQ== 0000892569-99-001650.txt : 19990604 0000892569-99-001650.hdr.sgml : 19990604 ACCESSION NUMBER: 0000892569-99-001650 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990603 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MERITAGE CORP CENTRAL INDEX KEY: 0000833079 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 860611231 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-40306 FILM NUMBER: 99640067 BUSINESS ADDRESS: STREET 1: 6613 N SCOTTSDALE RD STREET 2: STE 200 CITY: SCOTTSDALE STATE: AZ ZIP: 85250 BUSINESS PHONE: 6029988700 MAIL ADDRESS: STREET 1: 6613 NORTH SCOTTSDALE ROAD STREET 2: SUITE200 CITY: SCOTTSDALE STATE: AZ ZIP: 85250 FORMER COMPANY: FORMER CONFORMED NAME: MONTEREY HOMES CORP DATE OF NAME CHANGE: 19970113 FORMER COMPANY: FORMER CONFORMED NAME: HOMEPLEX MORTGAGE INVESTMENTS CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EMERALD MORTGAGE INVESTMENTS CORP DATE OF NAME CHANGE: 19900502 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CADENCE CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0001015287 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043244012 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE EXCHANGE PLACE CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6173677400 MAIL ADDRESS: STREET 1: 800 NEWPORT CENTER DRIVE STREET 2: STE 600 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 SC 13G/A 1 SCHEDULE 13G AMENDMENT #1 1 ------------------------- OMB APPROVAL ------------------------- OMB Number: 3235-0145 UNITED STATES Estimated average burden SECURITIES AND EXCHANGE COMMISSION hours per response..14.90 WASHINGTON, D.C. 20549 ------------------------- SCHEDULE 13G INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2 (b) (AMENDMENT NO. 1)* MERITAGE CORP. ---------------------- (Name of Issuer) COMMON STOCK ---------------------- (Title of Class of Securities) 59001A102 ---------------------- (CUSIP Number) MAY 27, 1999 ---------------------- (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-(c) [ ] Rule 13d-1 (d) *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 (however, see the Notes). 2 CUSIP NO. 59001A102 13G PAGE 2 OF 5 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION OF ABOVE PERSON CADENCE CAPITAL MANAGEMENT (IRS NO. 04-3244012) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY OWNED BY -0- ----------------------------------------------------- EACH 6 SHARED VOTING POWER REPORTING PERSON 258,000 WITH ----------------------------------------------------- 7 SOLE DISPOSITIVE POWER -0- ----------------------------------------------------- 8 SHARED DISPOSITIVE POWER 258,000 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 258,000 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.8 - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 2 3 ITEM 1 (A) NAME OF ISSUER: Meritage Corp. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 6613 North Scottsdale Road, Suite 200 Scottsdale, Arizona 85250 ITEM 2 (A) NAME OF PERSON FILING: CADENCE CAPITAL MANAGEMENT (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE: One Exchange Place, 29th Floor Boston, Massachusetts 02109 (C) CITIZENSHIP: Not Applicable. (D) TITLE OF CLASS OF SECURITIES: Common Stock (E) CUSIP NUMBER: 59001A102 ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act; (d) [ ] Investment company registered under Section 8 of the Investment Company Act; (e) [X] Investment adviser registered under Section 203 of the Investment Advisors Act of 1940; (f) [ ] Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] Parent holding company or control person, in accordance with 13d-1(b)(ii)(G); (h) [ ] Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (g) [ ] Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule13d-1(b)(1)(ii)(H). If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ] 3 4 ITEM 4 OWNERSHIP. (A) Amount beneficially owned: 258,000** (B) Percent of Class: 4.8 (C) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote: 258,000** (iii) Sole power to dispose or direct the disposition of: -0- (iv) Shared power to dispose or direct the disposition of: 258,000** **This report is being filed on behalf of Cadence Capital Management, a Delaware general partnership and/or certain investment advisory clients or discretionary accounts relating to their collective beneficial ownership of shares of common stock of the Issuer. Cadence Capital Management is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. As a result of its role as investment adviser Cadence Capital Management may be deemed to be the beneficial owner of the securities of the Issuer. Cadence Capital Management has the sole power to dispose of the shares and to vote the shares under its written guidelines established by its Management Board. 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 [X]. ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable. ITEM 7 IDENTIFICATION AND CLARIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable. ITEM 8 IDENTIFICATION AND CLARIFICATION OF MEMBERS OF THE GROUP. Not Applicable. ITEM 9 NOTICE OF DISSOLUTION OF GROUP. Not Applicable. 4 5 ITEM 10 CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have 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: June 1, 1999 /s/ DAVID B. BREED --------------------------------- David B. Breed, CEO 5 -----END PRIVACY-ENHANCED MESSAGE-----