Item 1.
(a)
Name of Issuer:
This Amendment No. 1 to
Schedule 13G relates to shares of common stock of Houston Wire & Cable
Company, a Delaware corporation (the Issuer).
(b)
Address of Issuers Principal Executive
Offices:
10201 North Loop East, Houston,
Texas 77029
Item
2.
(a)
Name of person filing:
Pursuant to Rules 13d-1(k)(1) and
(2) promulgated under the Securities Exchange Act of 1934, as amended (the
Act), the undersigned hereby file this Amendment No. 1 to Schedule 13G on
behalf of Code, Hennessy & Simmons II, L.P., a Delaware limited
partnership (Fund II), CHS Management II, L.P., a Delaware limited
partnership (Management II), and Code, Hennessy & Simmons II, Inc.,
an Illinois corporation (CHS II, which was formerly known as Code, Hennessy
& Simmons, Inc.). The foregoing
persons are sometimes referred to collectively as the Reporting Persons. The Reporting Persons are making this single,
joint filing because they may be deemed to constitute a group within the
meaning of Section 13(d)(3) of the Act, although neither the fact of
this filing nor anything contained herein shall be deemed an admission by any
of the Reporting Persons that such a group exists.
(b)
Address or principal business office or,
if none, residence:
The address or principal
business office of each of the Reporting Persons is 10 South Wacker Drive,
Chicago, Illinois 60606.
(c)
Citizenship:
Fund II and Management II
are limited partnerships formed under the laws of the State of Delaware, and
CHS II is incorporated under the laws of the State of Illinois.
(d)
Title of Class of Securities:
The securities reported
herein are shares of common stock, $0.001 par value per share, of the Issuer
(Common Stock).
(e)
CUSIP No.:
44244K109
Item
3. If this statement is filed pursuant
to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person
filing is a:
(a)
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
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(e)
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An
investment advisor in accordance with section 240.13d-1(b)(1)(ii)(E).
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(f)
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An
employee benefit plan or endowment fund in accordance with section
240.13d-1(b)(1)(ii)(F).
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(g)
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A
parent holding company or control person in accordance with section
240.13d-1(b)(ii)(G).
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(h)
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A
savings association as defined in section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
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(i)
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3).
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(j)
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Group,
in accordance with section 240.13d-1(b)(1)(ii)(J).
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Item
4. Ownership.
Not applicable. No shares of
Common Stock are beneficially owned by any of the Reporting Persons hereunder.
Item
5. Ownership of 5 Percent or Less of a
Class.
If this statement is being
filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than 5 percent of the class of
securities, check the following:
x
Item
6. Ownership of More than 5 Percent on
Behalf of Another Person.
Not applicable.
Item
7. Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company.
Not applicable.
Item
8. Identification and Classification of
Members of the Group.
See Item 2 hereof.
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SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated
as of January 30, 2008.
CODE,
HENNESSY & SIMMONS II, L.P.
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By:
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CHS
Management II, L.P., its general partner
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By:
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Code
Hennessy & Simmons II, Inc. (f/k/a Code, Hennessy &
Simmons, Inc.), its general partner
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By:
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/s/
Brian P. Simmons
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Name:
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Brian
P. Simmons
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Its:
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President
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CHS
MANAGEMENT II, L.P.
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By:
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Code
Hennessy & Simmons II, Inc. (f/k/a Code, Hennessy &
Simmons, Inc.), its general partner
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By:
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/s/
Brian P. Simmons
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Name:
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Brian
P. Simmons
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Its:
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President
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CODE
HENNESSY & SIMMONS II, INC. (f/k/a Code, Hennessy & Simmons,
Inc.)
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By:
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/s/
Brian P. Simmons
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Name:
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Brian
P. Simmons
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Its:
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President
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8
EXHIBIT A TO SCHEDULE 13G
Agreement Relating to the Filing of Joint Statements Pursuant to Rule 13d-1(f)
Pursuant
to Rule 13d-1(k)(1)(iii) of the General Rules and Regulations of
the Securities Exchange Act of 1934, as amended, the undersigned agree that the
Amendment No. 1 to the Schedule 13G to which this Exhibit is attached
is filed on their behalf in the capacities set out herein below.
Dated:
January 30, 2008.
CODE,
HENNESSY & SIMMONS II, L.P.
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By:
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CHS
Management II, L.P., its general partner
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By:
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Code
Hennessy & Simmons II, Inc. (f/k/a Code, Hennessy &
Simmons, Inc.), its general partner
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By:
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/s/
Brian P. Simmons
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Name:
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Brian
P. Simmons
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Its:
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President
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CHS
MANAGEMENT II, L.P.
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By:
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Code
Hennessy & Simmons II, Inc. (f/k/a Code, Hennessy &
Simmons, Inc.), its general partner
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By:
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/s/
Brian P. Simmons
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Name:
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Brian
P. Simmons
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Its:
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President
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CODE
HENNESSY & SIMMONS II, INC. (f/k/a Code, Hennessy & Simmons,
Inc.)
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By:
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/s/
Brian P. Simmons
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Name:
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Brian
P. Simmons
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Its:
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President
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