-----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, IIjn5GXpNGFTrFk/i8wQxC/ojNneeGk4x7DX06H1a8X0CGmGGqnIUt10yzFzfoPC qM1bjO1KIb5EvWduhmyEHw== 0001104659-08-002722.txt : 20080115 0001104659-08-002722.hdr.sgml : 20080115 20080115095330 ACCESSION NUMBER: 0001104659-08-002722 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080115 DATE AS OF CHANGE: 20080115 GROUP MEMBERS: HOAK FUND MANAGEMENT, L.P. GROUP MEMBERS: HOAK PUBLIC EQUITIES, L.P. GROUP MEMBERS: J. HALE HOAK GROUP MEMBERS: JAMES M. HOAK GROUP MEMBERS: JAMES M. HOAK & CO. GROUP MEMBERS: NANCY HOAK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMBASSADORS INTERNATIONAL INC CENTRAL INDEX KEY: 0000946842 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 911688605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44561 FILM NUMBER: 08530091 BUSINESS ADDRESS: STREET 1: 1071 CAMELBACK STREET 2: STREET CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949.759.5900 MAIL ADDRESS: STREET 1: 1071 CAMELBACK STREET 2: STREET CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hoak Public Equities, LP CENTRAL INDEX KEY: 0001360554 IRS NUMBER: 201356217 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 220 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-855-2290 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 220 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D 1 a08-1998_1sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

 

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Ambassadors International, Inc.

(Name of Issuer)

 

Common Stock, par value $.01

(Title of Class of Securities)

 

023178106

(CUSIP Number)

 

Hoak Public Equities, L.P.

500 Crescent Court, Suite 230

Dallas, Texas 75201

Attention: J. Hale Hoak

(214) 855-2284

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

January 10, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other 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 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).

 



 

CUSIP No.   023178106

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Hoak Public Equities, L.P.

(20-1356217)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

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)     o

 

 

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
1,014,000 shares

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,014,000 shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,000 shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x

 

 

13.

Percent of Class Represented by Amount in Row (11)
9.37%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

2



 

CUSIP No.   023178106

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Hoak Fund Management, L.P.

(20-1355992)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
1,014,000 shares

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,014,000 shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,000 shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x

 

 

13.

Percent of Class Represented by Amount in Row (11)
9.37%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

3



 

CUSIP No.   023178106

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
James M. Hoak & Co.

(75-2574026)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
1,014,000 shares

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,014,000 shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,000 shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x

 

 

13.

Percent of Class Represented by Amount in Row (11)
9.37%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

4



 

CUSIP No.   023178106

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
James M. Hoak

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF/AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S.

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,015,000 shares

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,015,000 shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,015,000 shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x

 

 

13.

Percent of Class Represented by Amount in Row (11)
9.38%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

5



 

CUSIP No.   023178106

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
J. Hale Hoak

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF/PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S.

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
10,000 shares

 

8.

Shared Voting Power
1,014,000 shares

 

9.

Sole Dispositive Power
10,000 shares

 

10.

Shared Dispositive Power
1,014,000 shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,024,000 shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x

 

 

13.

Percent of Class Represented by Amount in Row (11)
9.46%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

6



 

CUSIP No.   

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Nancy Hoak

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S.

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,000 shares

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,000 shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,000 shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x

 

 

13.

Percent of Class Represented by Amount in Row (11)
.01%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

7



 

Item 1.

Security and Issuer

The class of equity securities to which this Schedule 13D relates is the common stock, $0.01 par value per share (“Common Stock”), of Ambassadors International, Inc., a Delaware corporation (the “Company”). The principal executive office of the Company is located at 1071 Camelback Street, Newport Beach, California 92660.

 

 

Item 2.

Identity and Background

This Schedule 13D is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on behalf of Hoak Public Equities, L.P., a Texas limited partnership (“HPE”), Hoak Fund Management, L.P. (“HFM”), a Texas limited partnership (HPE’s general partner),  James M. Hoak & Co. (“Hoak & Co.”), a Texas corporation (HFM’s general partner), James M. Hoak (Hoak & Co.’s controlling shareholder), and J. Hale Hoak (President of Hoak & Co.).  This Schedule 13D is also being filed on behalf of Nancy Hoak, the spouse of James M. Hoak.  The address of the principal business and the principal office of the Reporting Persons is 500 Crescent Court, Suite 230, Dallas, Texas 75201.  Each of HPE, HFM and Hoak & Co. is principally engaged in the business of acquiring, holding, voting and disposing of various public and private securities investments. 

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or 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.

 

Item 3.

Source and Amount of Funds or Other Consideration

All purchases of Common Stock were made in open market transactions. The total amount of funds used for such purchases was $11,169,884.80. (inclusive of commissions).  All of the shares of Common Stock beneficially held by the Reporting Persons were paid for using working capital or personal funds of the Reporting Persons.  The Reporting Persons have accumulated the shares through the accounts of HPE (259,000 shares), James M. Hoak (755,000 shares), J. Hale Hoak (10,000 shares) and Nancy Hoak 2007 GRAT (1,000 shares).

 

 

Item 4.

Purpose of Transaction

The Reporting Persons have formed a group for the purpose of acquiring shares of Common Stock of the Company for investment purposes.  The Reporting Persons believe that the Company’s shares of Common Stock are significantly undervalued and therefore represent an attractive investment opportunity.  The Reporting Persons are very supportive of the Company’s management and their initiatives to improve the Company’s operational and financial performance.  Although the Reporting Persons do not contemplate taking any of the actions set forth in subparagraphs (a)-(j) of Item 4 of Form Schedule 13D, they reserve their right to do so.

 

 

Item 5.

Interest in Securities of the Issuer

(a)           As of January 11, 2008, the Reporting Persons as a group beneficially owned 1,025,000 shares of Common Stock, representing approximately 9.47% of the shares of Common Stock outstanding based upon the 10,823,655 shares of Common Stock reported by the Company to be outstanding as of November 1, 2007 in the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007.

(b)           J. Hale Hoak has the sole voting and dispositive power with respect to 10,000 shares of the Common Stock.  J. Hale Hoak, together with HPE, HFM, Hoak & Co. and James M. Hoak, has shared voting and dispositive power with respect to 1,014,000 shares of the Common Stock.  Nancy Hoak and James M. Hoak have the shared voting and dispositive power with respect to 1,000 shares of the Common Stock. 

(c)           Schedule A annexed hereto lists all transactions in the Company's Common Stock in the last 60 days by the Reporting Persons.

(d)           Inapplicable.

(e)           Inapplicable.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Inapplicable.

 

 

Item 7.

Material to Be Filed as Exhibits

Exhibit 1—Joint Filing Agreement.

 

8



 

Signature

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

 

 

Hoak Public Equities, L.P.

By Hoak Fund Management, L.P. (its general partner)

By James M. Hoak & Co. (its general partner)

 

By:

/s/ J. Hale Hoak

 

 

J. Hale Hoak

 

President

 

Hoak Fund Management, L.P.

By James M. Hoak & Co. (its general partner)

 

By:

/s/ J. Hale Hoak

 

 

J. Hale Hoak

 

President

 

James M. Hoak & Co.

 

 

By:

/s/ J. Hale Hoak

 

 

J. Hale Hoak

 

President

 

/s/ James M. Hoak

 

James M. Hoak (individually)

 

/s/ J. Hale Hoak

 

J. Hale Hoak (individually)

 

/s/ Nancy Hoak

 

Nancy Hoak (individually)

 

 

Dated: January 15, 2008

 

9



 

Schedule A

 

This schedule sets forth information with respect to each purchase and sale of Common Stock which was effectuated by a Reporting Person within the last 60 days. All transactions were effectuated in the open market through a broker.

 

Date

 

No. of Shares

 

Price/Sh.

 

Cost(1)

 

 

 

 

 

 

 

 

 

For account of HPE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11/16/2007

 

45,000.00

 

14.8467

 

668,101.50

 

11/19/2007

 

25,000.00

 

13.9516

 

348,790.00

 

11/20/2007

 

24,396.00

 

13.09

 

319,343.64

 

11/21/2007

 

18,427.00

 

12.9999

 

239,549.16

 

11/26/2007

 

1,260.00

 

12.996

 

16,374.96

 

11/27/2007

 

5,917.00

 

12.4657

 

73,759.55

 

12/4/2007

 

6,221.00

 

11.8831

 

73,924.77

 

12/7/2007

 

3,779.00

 

12.7635

 

48,233.27

 

12/10/2007

 

2,400.00

 

13.4971

 

32,393.04

 

12/11/2007

 

10,000.00

 

13.4125

 

134,125.00

 

12/12/2007

 

10,000.00

 

13.098

 

130,980.00

 

12/13/2007

 

10,000.00

 

13.0255

 

130,255.00

 

12/14/2007

 

15,000.00

 

12.6113

 

189,169.50

 

12/17/2007

 

12,377.00

 

12.1537

 

150,426.34

 

12/18/2007

 

10,223.00

 

12.0714

 

123,405.92

 

12/20/2007

 

8,400.00

 

12.4914

 

104,927.76

 

12/21/2007

 

7,000.00

 

13.4166

 

93,916.20

 

12/26/2007

 

100.00

 

14.00

 

1,400.00

 

12/27/2007

 

4,500.00

 

13.8227

 

62,202.15

 

1/2/2008

 

6,737.00

 

13.7467

 

92,611.52

 

1/9/2008

 

600.00

 

10.75

 

6,450.00

 

1/11/2008

 

1,663.00

 

9.75

 

16,214.25

 

 

 

 

 

 

 

 

 

For account of James M. Hoak:

 

 

 

 

 

 

 

 

 

11/15/2007

 

10,000.00

 

15.324

 

153,240.00

 

12/21/2007

 

(5,000.00

)

13.397

 

(66,985.00

)

1/10/2008

 

750,000.00

 

9.50

 

7,125,000.00

 

 

 

 

 

 

 

 

 

For account of J. Hale Hoak:

 

 

 

 

 

 

 

 

 

11/13/2007

 

4,600.00

 

15.983261

 

73,523.00

 

1/11/2008

 

5,400.00

 

9.75

 

52,650.00

 

 


1) Excludes commissions and other execution-related costs.

 


EX-99.1 2 a08-1998_1ex99d1.htm EX-99.1

 

EXHIBIT 1

Joint Filing Agreement

 

In accordance with Rule 13d-1(k)(1) 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 the Schedule 13D (and all further amendments filed by them) with respect to the shares of Ambassadors International, Inc.

 

 

Hoak Public Equities, L.P.

By Hoak Fund Management, L.P. (its general partner)

By James M. Hoak & Co. (its general partner)

 

By:

/s/ J. Hale Hoak

 

 

J. Hale Hoak

 

President

 

Hoak Fund Management, L.P.

By James M. Hoak & Co. (its general partner)

 

By:

/s/ J. Hale Hoak

 

 

J. Hale Hoak

 

President

 

James M. Hoak & Co.

 

 

By:

/s/ J. Hale Hoak

 

 

J. Hale Hoak

 

President

 

/s/ James M. Hoak

 

James M. Hoak (individually)

 

/s/ J. Hale Hoak

 

J. Hale Hoak (individually)

 

/s/ Nancy Hoak

 

Nancy Hoak (individually)

 

 

Dated: January 15, 2008

 


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