Sec Form 13G Filing - PRESCOTT GROUP CAPITAL MANAGEMENT L.L.C. filing for Francesca's Holdings CORP (FRAN) - 2020-01-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

Francesca’s Holdings Corporation

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

351793203

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

 

 

1		NAME OF REPORTING PERSONS   Prescott Group Aggressive Small Cap, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   State of Oklahoma
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   0
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0%**
12		TYPE OF REPORTING PERSON*   PN

*	SEE INSTRUCTIONS BEFORE FILLING OUT
**	SEE ITEM 4.

 

 

 

1		NAME OF REPORTING PERSONS   Prescott Group Aggressive Small Cap Master Fund, G.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   State of Oklahoma
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   0
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0%**
12		TYPE OF REPORTING PERSON*   PN

 

 

This Amendment No. 1 (this “Amendment”) to the Schedule 13G (the “Schedule 13G”) is being filed on behalf of Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership (“Prescott Small Cap II”, and, together with Prescott Small Cap, the “Small Cap Funds”), Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (“Master Fund”) and Mr. Phil Frohlich, the principal of Prescott Capital, relating to Common Stock, par value $.01 per share (the “Common Stock”), of Francesca’s Holdings Corporation, a Delaware corporation (the “Issuer”).

This Amendment relates to shares of Common Stock of the Issuer that were held in the account of the Master Fund, of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner and investment manager of the Small Cap Funds and may direct the Small Cap Funds, the general partners of the Master Fund, to direct the vote and disposition of shares of Common Stock held by the Master Fund. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of shares of Common Stock held by the Master Fund.  As of December 31, 2019, there were no longer any shares of Common Stock of the Issuer held in the account of the Master Fund.

This Amendment amends and restates the Schedule 13G as follows.

 

Francesca’s Holdings Corporation (the “Issuer”)

 

8760 Clay Road

Houston, Texas 77080

Prescott Group Capital Management, L.L.C. (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P. (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P. (“Prescott Small Cap II” and, together with Prescott Small Cap, the “Small Cap Funds”), Prescott Group Aggressive Small Cap Master Fund, G.P. (“Master Fund”) and Mr. Phil Frohlich.

1924 South Utica, Suite 1120

Tulsa, Oklahoma 74104

 

Prescott Capital is an Oklahoma limited liability company. The Small Cap Funds are Oklahoma limited partnerships. The Master Fund is an Oklahoma general partnership.  Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen.

Common Stock, par value $.01 per share (the “Common Stock”).

351793203

 

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

Item 4

0;   Ownership.

The Reporting Persons no longer beneficially own any shares of Common Stock of the Issuer.

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following  ☒.

 

Inapplicable.

 

Inapplicable.

 

Inapplicable.

 

Inapplicable.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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.

Date: January 21, 2020

 

Prescott Group Aggressive Small Cap Master Fund, G.P.
By:		Prescott Group Aggressive Small Cap, L.P., general partner
By:		Prescott Group Aggressive Small Cap II, L.P., general partner
By:		Prescott Group Capital Management, L.L.C., general partner
By:		/s/ Phil Frohlich
		PHIL FROHLICH, Managing Member
		/s/ Phil Frohlich
		Phil Frohlich

 

EXHIBIT INDEX

Exhibit 99.1

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 this Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, par value $.01 per share, of Francesca’s Holdings Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. 

Date:  January 21, 2020

Prescott Group Aggressive Small Cap Master Fund, G.P.
By:		Prescott Group Aggressive Small Cap, L.P., general partner
By:		Prescott Group Aggressive Small Cap II, L.P., general partner
By:		Prescott Group Capital Management, L.L.C., general partner
By:		/s/ Phil Frohlich
		PHIL FROHLICH, Managing Member
		/s/ Phil Frohlich
		Phil Frohlich