Filing Details
- Accession Number:
- 0001013594-21-000312
- Form Type:
- 13D Filing
- Publication Date:
- 2021-03-26 16:18:52
- Filed By:
- Nierenberg Investment Management
- Company:
- Houston Wire & Cable Co (NASDAQ:HWCC)
- Filing Date:
- 2021-03-26
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| The D3 Family Fund | 0 | 664,888 | 0 | 664,888 | 664,888 | 4.0% |
| The D3 Family Bulldog Fund | 0 | 1,314,254 | 0 | 1,314,254 | 1,314,254 | 7.9% |
| Haredale Ltd | 64,216 | 0 | 0 | 64,216 | 64,216 | Less than 1% |
| Nierenberg Investment Management Company, Inc | 0 | 1,979,142 | 0 | 2,043,358 | 2,043,358 | 12.3% |
| David Nierenberg | 0 | 1,979,142 | 0 | 2,043,358 | 2,043,358 | 12.3% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
HOUSTON WIRE & CABLE COMPANY [HWCC]
(Name of Issuer)
Common Stock
(Title of Class of Securities)
44244K109
(CUSIP Number)
David Nierenberg
The D3 Family Funds
19605 NE 8th Street
Camas, WA 98607
(360) 604-8600
The D3 Family Funds
19605 NE 8th Street
Camas, WA 98607
(360) 604-8600
With a copy to:
Christopher P. Davis
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue
New York, NY 10176
(212) 986-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Authorized to Receive Notices and Communications)
March 24, 2021
(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 [X].
| 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 664,888 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 664,888 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 664,888 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0% | ||
| 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 1,314,254 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 1,314,254 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,314,254 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
| 1 | NAME OF REPORTING PERSONS Haredale Ltd. | ||
| 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 64,216 | |
| OWNED BY EACH REPORTING | 8 | SHARED VOTING POWER 0 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 64,216 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,216 | ||
| 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 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 1,979,142 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 2,043,358 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,043,358 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3% | ||
| 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 1,979,142 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 2,043,358 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,043,358 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
This Amendment No. 7 to Schedule 13D (this “Amendment”) amends the below-indicated items from the Schedule 13D with respect to the shares of
common stock (the “Common Stock”) of Houston Wire & Cable Company, (“HWCC” or the “Company”) previously filed by or on behalf of the Reporting Persons (as defined below) (the “Schedule 13D”), by supplementing such Items with the information
below.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(b) is hereby amended and restated to read as follows:
(b) The Family
Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 664,888 Shares held by the Family Fund.
The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 1,314,2543
Shares held by the Bulldog Fund.
The Managed Account and Mr. Nierenberg have shared power to dispose or direct the disposition of the 64,216 Shares held by the Managed Account. The Managed
Account has sole power to vote or direct the vote of the 64,216 Shares held by the Managed Account.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended to add the following:
In connection with the acquisition of the Company by Omni Cable, LLC (“Omni”), NIMCO entered into a voting agreement dated March 24, 2021
(the “Voting Agreement”), with Omni, pursuant to which NIMCO and certain of the Reporting Persons have agreed, subject to the terms of the Voting Agreement, to vote the shares of Company Common Stock beneficially owned by them: (i) in favor of the
adoption of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 24, 2021, among the Company, Omni, and OCDFH Acquisition Sub Inc. (“Merger Sub”), a wholly owned subsidiary of Omni; and (ii) in favor of the approval of the
merger transaction, whereby the Company will be merged with and into Merger Sub, with the Company as the surviving entity (the “Merger”); and (iii) against any competing acquisition proposals relating to the Company. The Voting Agreement will
terminate upon the earlier to occur of (1) the effective time of the Merger, (2) the date on which the Merger Agreement is terminated in accordance with its terms and (3) the mutual written agreement of the parties to the Voting Agreement to
terminate the Voting Agreement.
The form of the Voting Agreement is attached hereto as Exhibit 99.1 and is incorporated by reference herein in its entirety.
| Item 7. | Material to be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended to add the following:
| Exhibit 99.1 | Form of Voting Agreement, dated as of March 24, 2021, between Omni Cable, LLC and (i) each of the directors and executive officers of Houston Wire & Cable Company and (ii) Nierenberg Investment Management
Company (incorporated by reference to Exhibit B to Exhibit 2.1 to the Current Report on Form 8-K, filed by Houston Wire & Cable Company on March 25, 2021). |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.
| D3 Family Fund, L.P., D3 Family Bulldog Fund, L.P., | ||
| By: | Nierenberg Investment Management Company, Inc. | |
| Its: | General Partner | |
| March 26, 2021 | By: | /s/ David Nierenberg |
| David Nierenberg, President | ||
| Haredale Ltd. | ||
| By: | Nierenberg Investment Management Company, Inc. | |
| Its: | Investment Manager | |
| March 26, 2021 | By: | /s/ David Nierenberg |
| David Nierenberg, President | ||
| Nierenberg Investment Management Company, Inc. | ||
| March 26, 2021 | By: | /s/ David Nierenberg |
| David Nierenberg, President | ||
| March 26, 2021 | /s/ David Nierenberg | |
| David Nierenberg | ||