1
|
NAME OF REPORTING PERSONS
The D3 Family Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
379,779
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
379,779
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
379,779
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
The D3 Family Bulldog Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
926,298
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
926,298
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
926,298
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
The DIII Offshore Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
68,774
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
68,774
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,774
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
Nierenberg Investment Management Company, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
1,374,851
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,374,851
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,374,851
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSONS
Nierenberg Investment Management Offshore, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
68,774
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
68,774
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,774
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSONS
David Nierenberg
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
1,374,851
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,374,851
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,374,851
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Fund
|
Transaction Date
|
Shares Bought
|
Price
|
D3 Family Fund LP
|
7/28/2017
|
1,024
|
5.90
|
D3 Family Bulldog Fund LP
|
7/28/2017
|
2,496
|
5.90
|
DIII Offshore Fund LP
|
7/28/2017
|
185
|
5.90
|
D3 Family Fund LP
|
7/31/2017
|
3,369
|
5.80
|
D3 Family Bulldog Fund LP
|
7/31/2017
|
8,216
|
5.80
|
DIII Offshore Fund LP
|
7/31/2017
|
610
|
5.80
|
D3 Family Fund LP
|
8/1/2017
|
708
|
5.90
|
D3 Family Bulldog Fund LP
|
8/1/2017
|
1,726
|
5.90
|
DIII Offshore Fund LP
|
8/1/2017
|
128
|
5.90
|
D3 Family Fund LP
|
8/2/2017
|
1,298
|
5.89
|
D3 Family Bulldog Fund LP
|
8/2/2017
|
3,167
|
5.89
|
DIII Offshore Fund LP
|
8/2/2017
|
235
|
5.89
|
D3 Family Fund LP
|
8/3/2017
|
82
|
5.90
|
D3 Family Bulldog Fund LP
|
8/3/2017
|
199
|
5.90
|
DIII Offshore Fund LP
|
8/3/2017
|
15
|
5.90
|
D3 Family Fund LP
|
8/4/2017
|
414
|
5.90
|
D3 Family Bulldog Fund LP
|
8/4/2017
|
1,011
|
5.90
|
DIII Offshore Fund LP
|
8/4/2017
|
75
|
5.90
|
D3 Family Fund LP
|
8/7/2017
|
415
|
5.87
|
D3 Family Bulldog Fund LP
|
8/7/2017
|
1,010
|
5.87
|
DIII Offshore Fund LP
|
8/7/2017
|
75
|
5.87
|
D3 Family Fund LP
|
8/8/2017
|
2,762
|
5.93
|
D3 Family Bulldog Fund LP
|
8/8/2017
|
6,738
|
5.93
|
DIII Offshore Fund LP
|
8/8/2017
|
500
|
5.93
|
D3 Family Fund LP
|
8/9/2017
|
4,155
|
5.73
|
D3 Family Bulldog Fund LP
|
8/9/2017
|
10,135
|
5.73
|
DIII Offshore Fund LP
|
8/9/2017
|
752
|
5.73
|
D3 Family Fund LP
|
8/10/2017
|
2,762
|
5.59
|
D3 Family Bulldog Fund LP
|
8/10/2017
|
6,737
|
5.59
|
DIII Offshore Fund LP
|
8/10/2017
|
501
|
5.59
|
D3 Family Fund LP
|
8/11/2017
|
2,762
|
5.48
|
D3 Family Bulldog Fund LP
|
8/11/2017
|
6,737
|
5.48
|
DIII Offshore Fund LP
|
8/11/2017
|
501
|
5.48
|
D3 Family Fund LP
|
8/17/2017
|
867
|
4.88
|
D3 Family Bulldog Fund LP
|
8/17/2017
|
2,113
|
4.88
|
DIII Offshore Fund LP
|
8/17/2017
|
156
|
4.88
|
D3 Family Fund LP
|
8/18/2017
|
2,175
|
4.96
|
D3 Family Bulldog Fund LP
|
8/18/2017
|
5,306
|
4.96
|
DIII Offshore Fund LP
|
8/18/2017
|
394
|
4.96
|
D3 Family Fund LP
|
8/22/2017
|
3,837
|
4.78
|
D3 Family Bulldog Fund LP
|
8/22/2017
|
9,358
|
4.78
|
DIII Offshore Fund LP
|
8/22/2017
|
694
|
4.78
|
D3 Family Fund LP
|
8/23/2017
|
714
|
4.77
|
D3 Family Bulldog Fund LP
|
8/23/2017
|
1,743
|
4.77
|
DIII Offshore Fund LP
|
8/23/2017
|
130
|
4.77
|
D3 Family Fund LP
|
9/18/2017
|
722
|
4.78
|
D3 Family Bulldog Fund LP
|
9/18/2017
|
1,760
|
4.78
|
DIII Offshore Fund LP
|
9/18/2017
|
131
|
4.78
|
1.
|
DRIVE PROFITABLE REVENUE GROWTH - HWCC is well-positioned to participate in the cyclical recovery of both parts of its core business----MRO and major project. We hope you will invest in internet commerce as a convenient, faster, and less costly way of doing business and utilize artificial intelligence as a customer service tool. While we don't have a good enough crystal ball to know how rapidly solar and wind energy will substitute for hydrocarbons, or electric cars for gasoline-powered vehicles, we hope you will grow Vertex rapidly, and your non-energy sales, to reduce over time HWCC's reliance on energy . With solid opportunities to consolidate market share in the fragmented specialty fastener distribution business, with gross margins there approximately 40% higher than in copper wire and cable, and a renewed emphasis on growth, we see substantial upside potential at Vertex.
|
2.
|
USE FREE CASH TO HALVE DEBT, THEN CONSIDER ACQUISITIONS, REPURCHASES, AND/OR DIVIDENDS - HWCC has been a responsible capital allocator. In the last downturn it halved debt, reduced share count 8%, and paid a dividend until it bought Vertex . Last quarter it resumed reducing debt . We hope you will use free cash to halve debt again, after funding digital and Vertex ' growth . Given the cyclicality of energy ,debt reduction is always prudent.
|
3.
|
CONSIDER FURTHER EVOLUTIONARY CHANGES IN BOARD MEMBERSHIP - We are delighted with the last two board additions, Gary Yetman and Roy Haley, who bring considerable industrial distribution expertise. We hope you'll add a digital native and a specialty fastener expert.
|
4.
|
CONTINUE INSIDER BUYING - We are delighted that three directors, including Bill, recently bought a total of 25,000 HWCC shares. We hope for continued insider buying; not all outside directors bought stock; no senior manager bought stock; and aggregate insider purchased ownership remains low, despite the quality of HWCC and the bargain price of its shares.
|
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end