-----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, MewRwMPY2o1VQ7wqu93vxsgki6aIo10uu85R6enveHs5pCYh3gOD8rzISqSwyRx1 yOA4KHSMGtnxmHmmQFDF8Q== 0000909143-99-000176.txt : 19991018 0000909143-99-000176.hdr.sgml : 19991018 ACCESSION NUMBER: 0000909143-99-000176 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991004 GROUP MEMBERS: CATALYST MASTER FUND LP GROUP MEMBERS: CATALYST MASTER FUND, L.P. GROUP MEMBERS: NEWCASTLE PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPORT HALEY INC CENTRAL INDEX KEY: 0000892653 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 841111669 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45875 FILM NUMBER: 99722498 BUSINESS ADDRESS: STREET 1: 4600 E 48TH AVE CITY: DENVER STATE: CO ZIP: 80216 BUSINESS PHONE: 3033208800 MAIL ADDRESS: STREET 1: 4600 E 48TH AVE CITY: DENVER STATE: CO ZIP: 80216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CATALYST MASTER FUND LP CENTRAL INDEX KEY: 0001095975 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O W.S. WALKER & CO. STREET 2: WALKER HOUSE, MARY STREET, GRAND CANYON CITY: GEORGETOWN CAYMAN IS MAIL ADDRESS: STREET 1: C/O WS WALKER STREET, WALKER HOUSE STREET 2: MARY STREET, PO BOX 265GT, GEORGETOWN, CITY: CAYMAN ISLE SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* SPORT-HALEY, INC. - ----------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - ----------------------------------------------------------------- (Title of Class of Securities) 848925103 - ----------------------------------------------------------------- (CUSIP Number) J. Keith Benedict 1601 Elm Street, Suite 4000 Dallas, Texas 75201 (214) 720-1600 - ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 22, 1999 (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. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for the parties to whom copies are to be sent. *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). CUSIP NUMBER 848925103 (1) Name of Reporting Persons. Catalyst Master Fund, L.P. I.R.S. Identification Nos. of Above Persons (entities only) N/A (2) Check the Appropriate Box if a (a) [ ] Member of a Group (see instructions) (b) [X] (3) SEC Use Only (4) Source of Funds (see instructions) WC (5) Check if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Number of Shares (7) Sole Voting 340,785 Power Beneficially (8) Shared Voting 0 Owned by Each Power Reporting Person (9) Sole Dispositive 340,785 Power with: (10) Shared Dispositive 0 Power (11) Aggregate Amount Beneficially Owned 345,785 by Each Reporting Person (12) Check if the Aggregate Amount in [X] Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 9.0% Amount in Row (11) (14) Type of Reporting Person (see instructions) PN -2- CUSIP NUMBER 848925103 (1) Name of Reporting Persons Newcastle Partners, L.P. I.R.S. Identification Nos. of Above Persons (entities only) (2) Check the Appropriate Box if a (a) [ ] Member of a Group* (b) [X] (3) SEC Use Only (4) Source of Funds (see instructions) WC (5) Check if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Number of Shares (7) Sole Voting 5,000 Power Beneficially (8) Shared Voting 0 Owned by Each Power Reporting Person (9) Sole Dispositive 5,000 Power with: (10) Shared Dispositive 0 Power (11) Aggregate Amount Beneficially Owned 345,785 by Each Reporting Person (12) Check if the Aggregate Amount in [X] Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 9.0% Amount in Row (11) (14) Type of Reporting Person (see instructions) PN -3- SCHEDULE 13D ------------ Filed Pursuant to Rule 13d-1 ITEM 1. Security and Issuer. ------------------- This Statement on Schedule 13D (this "Statement") relates to common stock, no par value (the "Common Stock"), of SPORT-HALEY, INC., a Colorado corporation (the "Issuer"). The principal executive offices of the Issuer are located at 4600 E. 48th Avenue, Denver, Colorado 80216. ITEM 2. Identity and Background. ----------------------- (a) Pursuant to Rule 13d-1(a) of Regulation 13D of the General Rules and Regulations Promulgated under the Securities Exchange Act of 1934, as amended (the "Act"), this Statement is hereby filed jointly by Catalyst Master Fund, L.P. ("Catalyst") and Newcastle (collectively the "Reporting Persons"). Additionally, pursuant to Instruction C to Schedule 13D, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): Catalyst GP, Ltd., ("Catalyst GP"), HW Capital, L.P. ("HW Capital"), HW Capital G.P., L.L.C. ("HW Capital LLC"), Clark K. Hunt ("Hunt"), Mark E. Schwarz ("Schwarz") and Barrett Wissman ("Wissman"). The Reporting Persons and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons." The Reporting Persons have included as Appendix A to this Statement on Schedule 13D an agreement in writing that this Statement is filed on behalf of each of them. (b) and (c) REPORTING PERSONS Catalyst is a Cayman Islands exempted limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. The principal address of Catalyst, which also serves as its principal office, is Walker House, Mary Street, P.O. Box 265GT, George Town, Grand Cayman, Cayman Islands. Newcastle is a Texas limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. The principal address of Newcastle, which also serves as its principal office, is 4514 Cole Avenue, Suite 600, Dallas, Texas 75205. The names, business addresses, principal occupations or employments and citizenships of each officer of the Reporting Persons are set forth on Schedule A attached hereto and incorporated herein by reference. -4- CONTROLLING PERSONS Pursuant to Instruction C to Schedule 13D of the Act, information with respect to the Controlling Persons is set forth below. The principal addres of Catalyst GP, which also serves as its principal office, is Walker House, Mary Street, P.O. Box 265GT, George Town, Grand Cayman, Cayman Islands. The principal address of each other Controlling Person, which also serves as such person's principal office, is 1601 Elm Street, Suite 4000, Dallas, Texas 75201. Catalyst: -------- Catalyst is a Cayman Islands exempted limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. Catalyst GP is a Cayman Islands corporation, the principal business of which is serving as the general partner of Catalyst and activities related thereto. HW Capital owns 100% of Catalyst GP. HW Capital is a Texas limited partnership, the principal business of which is acting as an advisor to investment funds and activities related thereto. HW Capital LLC is a Texas limited liability company, the principal business of which is serving as the general partner of HW Capital and activities related thereto. Hunt and Wissman are the Managers of HW Capital LLC. Newcastle: --------- Schwarz is the sole general partner of Newcastle. (d) and (e) During the last five (5) years, no Item 2 Person has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and no Item 2 Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, any Item 2 Person was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Hunt, Schwarz and Wissman are citizens of the United States. -5- ITEM 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- As reported on a Statement on Schedule 13D filed by Sandera Partners, L.P. ("Sandera") and Newcastle on September 7, 1999, Sandera and Newcastle had acquired, in the aggregate, beneficial ownership of 240,285 shares of the Common Stock of the Issuer. Effective September 8, 1999, Sandera contributed, as a capital contribution, cash and marketable securities (including all of its shares of Common Stock) to Catalyst in exchange for a limited partnership interest therein. As previously reported, Newcastle acquired a total of 11,500 shares of Common Stock for a total purchase price of $133,721.25, or an average price of $11.63 per share. As of the date hereof, Catalyst has acquired a total of 100,500 additional shares of Common Stock through a series of open market transactions for a total purchase price of $482,562.75, or an average price of $4.80 per share. Newcastle has not acquired any additional shares of Common Stock. Newcastle has sold an aggregate of 6,000 shares of Common Stock on the open market within the last 60 days for aggregate proceeds totaling $29,638.97. The funds used to acquire these shares of Common Stock were derived from the Reporting Persons "working capital" accounts. As used herein, the term "working capital" includes income from the business operations of the entity plus sums borrowed from, among other sources, banks to operate such business in general. ITEM 4. Purpose of Transaction. ---------------------- The Reporting Persons originally acquired beneficial ownership of their shares of Common Stock for the purpose of investment. The Reporting Persons intend, however, to review continuously their investment in the Issuer and may in the future determine to: (i) acquire additional securities of the Issuer through open market purchases, private agreements or otherwise, (ii) dispose of all or a portion of the Common Stock of the Issuer owned by them, (iii) consider plans or proposals which would relate to or result in: (a) the acquisition by any person of additional 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) the sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies of the board of directors of the Issuer; (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) any other action similar to those enumerated above. The Reporting Persons also reserve the right to take other -6- actions to influence the management of the Issuer should they deem such actions appropriate. ITEM 5. Interest in Securities of the Issuer. ------------------------------------ (a) The following table provides the aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons on September 30, 1999 (based on 3,854,552 shares of Common Stock outstanding as reported on the Issuer's Form 10-K for the year ended June 30, 1999). Sandera Newcastle Total ------- --------- ----- 340,785 5,000 345,785 CONTROLLING PERSONS Each of Catalyst GP, as the general partner of Catalyst, HW Capital, as the 100% holder of Catalyst, HW Capital LLC, as the general partner of HW Capital, and Hunt and Wissman, as the Managers of HW Capital LLC, may be deemed to be the beneficial owners of the Common Stock held by Catalyst pursuant to Rule 13d-3 of the Act, although each of the foregoing disclaims beneficial ownership thereof. In his capacity as the general partner of Newcastle, Schwarz may be deemed to be the beneficial owner of the Common Stock held by Newcastle pursuant to Rule 13d-3 of the Act, although he disclaims beneficial ownership thereof. (b) REPORTING PERSONS Catalyst would have the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Common Stock held by it. Newcastle would have the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Common Stock held by it. CONTROLLING PERSONS Catalyst GP, as the general partner of Catalyst, HW Capital, as the 100% holder of Capital, HW Capital LLC, as the general partner of HW Catalyst GP, and Hunt and Wissman, as the Managers of HW Capital LLC, would have the sole power to vote or to limit the vote and to dispose or to direct the disposition of the Common Stock held by Catalyst, although each of the foregoing disclaims beneficial ownership thereof. -7- Schwarz, as the general partner of Newcastle, would have the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Common Stock held by Newcastle, although he disclaims beneficial ownership thereof. (c) Newcastle has sold an aggregate of 6,000 shares of Common Stock on the open market within the last 60 days for aggregate proceeds totaling $29,638.37. (d) Not applicable. (e) Not applicable. ITEM 6. Contracts, Arrangements, or Understandings or ---------------------------------------------- Relationships with Respect to Securities of the Issuer. ------------------------------------------------------ Pursuant to that certain Assignment and Assumption Agreement by and between Sandera and Catalyst dated as of September 8, 1999 and attached as Exhibit 1 hereto, Sandera contributed all of its shares of Common Stock to Catalyst in exchange for a limited partnership interest therein. Pursuant to that certain Confidentiality and Nondisclosure Agreement dated May 6, 1999 by and between Sandera Capital Management, L.P. ("SCM") and Donaldson, Lufkin and Jenrette, SCM agreed that neither it nor any of its affiliates would acquire shares of Common Stock. Pursuant to that certain Letter Agreement dated August 2, 1999 by and between the Issuer and SCM, the Issuer agreed to allow SCM and/or its affiliates to acquire up to 9.9% of the outstanding Common Stock. ITEM 7. Material to be Filed as Exhibits. -------------------------------- EXHIBIT TITLE ------- ----- 1 Assignment and Assumption Agreement dated as of September 8, 1999 by and between Sandera Partners, L.P. and Catalyst Master Fund, L.P. -8- After reasonable inquiry, and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct. Date: October 4, 1999 CATALYST MASTER FUND, L.P. By: Catalyst GP, Ltd., its general partner By: /s/ J. KEITH BENEDICT -------------------------------- J. Keith Benedict, Director NEWCASTLE PARTNERS, L.P. By: /s/ MARK E. SCHWARZ ------------------------------------- Mark E. Schwarz, its general partner Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -9- Appendix A ------------ JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Sport-Haley, Inc. This Joint Filing Agreement shall be included as an exhibit to such filing. In evidence thereof, each of the undersigned, being duly authorized where appropriate, hereby executes this Joint Filing Agreement as of the 1st day of October, 1999. CATALYST MASTER FUND, L.P. By: Catalyst GP, Ltd., its general partner By: /s/ J. KEITH BENEDICT --------------------------------- J. Keith Benedict, Director NEWCASTLE PARTNERS, L.P. By: /s/ MARK E. SCHWARZ -------------------------------------- Mark E. Schwarz, its general partner -10- EX-1 2 EXHIBIT 1 TRANSFER AUTHORIZATION LETTER OF AUTHORIZATION FOR TRANSFER OF ASSETS FROM EXISTING ACCOUNT TO NEW ENTITY FOR CONVERSION TO MASTER - FEEDER STRUCTURE. The parties to this Assignment and Assumption Agreement are Sandera Partners, L.P. ("Transferor"), Catalyst Master Fund, L.P. ("Transferee") and Bear, Stearns Securities Corp. ("BSSC"). Transferor is a client of any or all of Bear, Stearns & Co., BSSC, Bear Stearns International, Ltd. ("BSIL"), or a Broker- Dealer that introduces Transferor's account to BSSC, pursuant to which BSSC clears Transferor's securities, carries Transferor's account(s), and may finance Transferor's positions (together, the "Services"). Transferor is also a party to other agreements with BSSC including but not limited to a certain Professional Account Agreement (collectively, "Customer Agreements") governing its account held at BSSC. Transferee is a client of any or all of Bear, Stearns & Co., BSSC, Bear Stearns International, Ltd. ("BSIL"), or a Broker- Dealer that introduces Transferee's account to BSSC, pursuant to which BSSC clears Transferee's securities, carries Transferee's account(s), and may finance Transferee's positions (together, the "Services"). Transferee is also a party to other agreements with BSSC including but not limited to a certain Professional Account Agreement (collectively, "Customer Agreements") governing its account held at BSSC. Effective September 8, 1999 (the "Effective Time"). Transferor hereby transfers to Transferee Transferor's right, title and interest in and to and all obligations and liabilities indicated below, and any representations, liabilities, and obligations between Transferor and BSSC (collectively, the "Obligations") connected with this transfer. Transferee hereby accepts the foregoing transfer and assumes all of the Transferor's Obligations to BSSC, its successors and assigns, existing prior to at the Effective Time for this transfer. Transferor and Transferee each represents, covenants and warrants to BSSC as follows: (i) This Transfer and the performance contemplated hereunder has been fully authorized and duly executed and delivered by it and constitutes a legal, valid and binding obligation, enforceable in accordance with its terms; and (ii) The execution, delivery and performance contemplated hereunder will not violate any provision of any law applicable to it, its charter or by-laws, any order of any court or agency or other governmental instrumentality, or any agreement to which it is a party or by which any of its properties are bound. Transferor and Transferee hereby jointly and severally agree to indemnify and hold harmless BSSC from and against any loss, liability, damage, claim, cost or expenses (including fees and expenses of legal counsel) arising out of or incurred in connection with the effectuation of this Transfer. -1- The terms of this Transfer Authorization shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any conflicts of law principles thereof. Any dispute concerning this Transfer Authorization shall be submitted to binding arbitration before the New York Stock Exchange, Inc. unless the transaction which gives rise to the dispute was effected in another U.S. market which provides arbitration facilities, in which case it shall be settled by arbitration under such facilities. The parties hereto shall signify their consent to the foregoing by executing below where indicated. Transferor: Sandera Partners, L.P. By: /s/ MARK SCHWARZ ------------------------------- Mark Schwarz, V.P. Transferee: Catalyst Master Fund, L.P. By: /s/ J.KEITH BENEDICT -------------------------------- J. Keith Benedict, Director, Catalyst GP, Ltd. its General Partner Accepted And Agreed To: BEAR, STEARNS SECURITIES CORP. By: __________________________ -----END PRIVACY-ENHANCED MESSAGE-----