UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
(Name of Issuer)
Common Stock, par value $1.00
(Title of Class of Securities)
(CUSIP Number)
Jacob D. Smith
Luther King Capital Management Corporation
301 Commerce Street, Suite 1600
Fort Worth, Texas 76102
(817) 332-3235
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 Rule 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).
This Amendment No. 4 to Schedule 13D amends and supplements the Schedule 13D filed by the Reporting Persons with respect to the common stock, par value $1.00 (“Common Stock”), of Encore Bancshares, Inc. (the “Issuer”). Except as set forth below, all previous Items remain unchanged. Capitalized terms used herein but not defined herein shall have the meanings given to them in the Schedule 13D, as amended, filed with the Securities and Exchange Commission. Each of the Reporting Persons hereby expressly disclaims beneficial ownership of the securities reported herein, other than to the extent of its pecuniary interest therein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is the beneficial owner of the securities reported herein for purposes of the Securities Exchange Act of 1934 or for any other purpose.
Item 2. Identity and Background
Item 2 is hereby amended and restated in its entirety as follows:
(a) The names of the persons filing this Schedule 13D are LKCM Private Discipline Master Fund, SPC, a Cayman Islands segregated portfolio company (“PDP”), LKCM Investment Partnership, L.P., a Texas limited partnership (“LIP”), LKCM Investment Partnership II, L.P., a Texas limited partnership (“LIP II”), LKCM Micro-Cap Partnership, L.P., a Delaware limited partnership (“Micro”), Luther King Capital Management Corporation, a Delaware corporation (“LKCM”), New Summit Partners, L.P., a Texas limited partnership (“Summit”), J. Luther King, Jr., and John Bryan King. PDP, LIP, LIP II, Micro, LKCM, Summit, J. Luther King, Jr., and J. Bryan King are collectively referred to herein as the “Reporting Persons.” Each of the Reporting Persons hereby expressly disclaims membership in a “group” under the Securities Exchange Act of 1934 with respect to the securities reported herein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is a member of such a group. Each of the Reporting Persons hereby expressly disclaims beneficial ownership of the securities reported herein, other than to the extent of its pecuniary interest therein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is the beneficial owner of the securities reported herein for purposes of the Securities Exchange Act of 1934 or for any other purpose.
(b) The principal business address of PDP is Piccadilly Centre, 3rd Floor, PO Box 10243, Grand Cayman KY1-1003, Cayman Islands, and the principal business address of the other Reporting Persons is 301 Commerce Street, Suite 1600, Fort Worth, Texas 76102.
(c) LKCM Private Discipline Management, L.P., a Delaware limited partnership (“PDP Management”), holds all of the management shares of PDP. LKCM Micro-Cap Management, L.P., a Delaware limited partnership (“Micro Management”), is the general partner of Micro. LKCM Alternative Management, LLC, a Delaware limited liability company (“LKCM Alternative”), is the general partner of PDP Management and Micro Management. LKCM Capital Group, LLC, a Texas limited liability company (“LKCM Capital Group”), is the sole member of LKCM Alternative. LKCM Investment Partnership GP, LLC, a Texas limited liability company (“LIP GP”), is the general partner of LIP and LIP II. LKCM is the investment manager for PDP, Micro, LIP and LIP II. King Summit Holdings, Inc., a Texas corporation (“KSH”), is the general partner of Summit. J. Luther King, Jr. is a controlling shareholder of LKCM and KSH and a controlling member of LIP GP. J. Luther King, Jr. and J. Bryan King are controlling members of LKCM Capital Group. The principal business of PDP, Micro, LIP, LIP II, and Summit is purchasing, holding, and selling securities for investment purposes, and the principal business of LKCM, J. Luther King, Jr. and J. Bryan King is investment management.
(d) and (e) During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.
(f) PDP is organized under the laws of the Cayman Islands. LIP, LIP II and Summit are organized under the laws of Texas. LKCM and Micro are organized under the laws of Delaware. J. Luther King, Jr. and J. Bryan King are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby supplemented as follows:
On April 8, 2010, the Issuer granted 4,000 shares of restricted Common Stock to J. Bryan King under the Issuer’s equity incentive plans. On July 1, 2010, LIP distributed 6,756 shares of Common Stock to LIP II in connection with a nontaxable reorganization effected by LIP. In November 2010, Micro acquired 4,400 shares of Common Stock for a purchase price of approximately $37,000 using working capital.
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Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
(a) As of November 10, 2010, the Reporting Persons may be deemed to beneficially own the shares of Common Stock set forth below (based upon information contained in the Issuer’s Form 10-Q for the quarter ended September 30, 2010). With respect to J. Bryan King, the shares of Common Stock reported herein include 24,000 shares of Common Stock that may be acquired upon exercise of options granted by the Issuer.
| | | | | | | | | |
| Name | | Shares | | | Percentage | |
| PDP | | | 425,000 | | | | 3.7 | % |
| Micro | | | 4,400 | | | | 0.1 | % |
| LIP | | | 183,909 | | | | 1.6 | % |
| LIP II | | | 6,756 | | | | 0.1 | % |
| LKCM | | | 626,820 | | | | 5.5 | % |
| Summit | | | 118,218 | | | | 1.0 | % |
| B. King | | | 510,476 | | | | 4.5 | % |
| L. King | | | 936,720 | | | | 8.2 | % |
(b)
| | | | | | | | | | | | | | | | | |
| | | Sole | | | Shared | | | Sole | | | Shared | |
| | | Voting | | | Voting | | | Dispositive | | | Dispositive | |
| Name | | Power | | | Power | | | Power | | | Power | |
| PDP | | | 425,000 | | | | 0 | | | | 425,000 | | | | 0 | |
| Micro | | | 4,400 | | | | 0 | | | | 4,400 | | | | 0 | |
| LIP | | | 183,909 | | | | 0 | | | | 183,909 | | | | 0 | |
| LIP II | | | 6,756 | | | | 0 | | | | 6,756 | | | | 0 | |
| LKCM | | | 626,820 | | | | 0 | | | | 626,820 | | | | 0 | |
| Summit | | | 118,218 | | | | 0 | | | | 118,218 | | | | 0 | |
| B. King | | | 510,476 | | | | 0 | | | | 510,476 | | | | 0 | |
| L. King | | | 936,720 | | | | 0 | | | | 936,720 | | | | 0 | |
(c) During the past sixty days, Micro acquired the following shares of Common Stock in open market transactions:
| | | | | | | | | |
| Date | | Shares | | | Price | |
| 11/8/2010 | | | 3,300 | | | $ | 8.3621 | |
| 11/10/2010 | | | 1,100 | | | $ | 8.50 | |
(d) Not applicable.
(e) Not applicable.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 of Item 7 is hereby amended and restated in its entirety as follows:
Exhibit 1 Joint Filing Agreement, dated November 10, 2010, by and among the Reporting Persons.
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