UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
SHOE CARNIVAL, INC.
Common Stock, $0.01 par value
824889109
August 20, 2014
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
X Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
NOTE: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 the disclosures provided in a prior cover page.
The information required in 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.
Persons who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid OMB
control number.
CUSIP No. 824889109
1. Names of Reporting Persons.
FIRST DALLAS HOLDINGS, INC.
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Texas
5. Sole Voting Power: 0
6. Shared Voting Power: 1,220,000
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 1,265,373
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,265,373
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 6.1%
12. Type of Reporting Person: HC
CUSIP No. 824889109
1. Names of Reporting Persons.
CRAIG D. HODGES
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
MR. HODGES IS A UNITED STATES CITIZEN
5. Sole Voting Power: 0
6. Shared Voting Power: 1,220,000
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 1,265,373
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,265,373
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 6.1
12. Type of Reporting Person (See Instructions): IN
CUSIP No. 824889109
1. Names of Reporting Persons.
First Dallas Securities, Inc.
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Texas
5. Sole Voting Power: 0
6. Shared Voting Power: 0
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 5,700
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,700
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): <0.1%
12. Type of Reporting Person (See Instructions): IA, BD
CUSIP No. 824889109
1. Names of Reporting Persons.
Hodges Capital Management, Inc.
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Texas
5. Sole Voting Power: 0
6. Shared Voting Power: 1,220,000
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 1,259,673
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,259,673
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 6.1%
12. Type of Reporting Person (See Instructions): IA
CUSIP No. 824889109
1. Names of Reporting Persons.
Hodges Small Cap Fund, A Series of professionally Managed Portfolios
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Massachusetts
5. Sole Voting Power: 0
6. Shared Voting Power: 1,200,000
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 1,200,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,200,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 5.8%
12. Type of Reporting Person : IV
CUSIP No. 824889109
1. Names of Reporting Persons.
Hodges Small Intrinsic Value Fund, A Series of professionally
Managed Portfolios
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Massachusetts
5. Sole Voting Power: 0
6. Shared Voting Power: 20,000
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 20,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 20,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): <0.1%
12. Type of Reporting Person : IV
Item 1.
(a) Name of Issuer:
SHOE CARNIVAL, INC.
(b) Address of Issuer's Principal Executive Offices:
7500 East Columbia Street
Evansville, IN, 47715
Item 2.
(a) Name of Person Filing:
First Dallas Holdings, Inc.("FDHI")
Craig D. Hodges
First Dallas Securities, Inc.("FDSI")
Hodges Capital Management, Inc.("HCM")
Hodges Small Cap Fund
Hodges Small Intrinsic Value Fund
(b) Address of Principal Business Office or, if none, Residence:
2905 Maple Ave.
Dallas, Texas 75201
(b) Citizenship:
First Dallas Holdings, Inc. is a Texas corporation.
Craig D. Hodges is a citizen of the United States.
First Dallas Securities, Inc. is a Texas corporation.
Hodges Capital Management is a Texas corporation.
Hodges Small Intrinsic Values Fund is a series of a
Massachusetts business trust.
Hodges Small Cap Fund is a series of a Massachusetts business trust.
(d) Title of Class of Securities:
Common Stock, Par Value $0.01
(e) CUSIP Number:
824889109
Item 3. If this statement is filed pursuant to SS240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(g) X A parent holding company or control person in accordance with
S 240.13d-1(b)(1)(ii)(G).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
First Dallas Holdings, Inc. 1,265,373
Craig D. Hodges 1,265,373
First Dallas Securities, Inc. 5,700
Hodges Capital Management, Inc. 1,259,673
Hodges Small Cap Fund 1,200,000
Hodges Small Intrnsc Val Fund 20,000
(b) Percent of class:
First Dallas Holdings, Inc. 6.1%
Craig D. Hodges 6.1%
First Dallas Securities, Inc. <0.1%
Hodges Capital Management, Inc. 6.1%
Hodges Small Cap Fund 5.8%
Hodges Small Intrnsc Val Fund <0.1%
The calculation of the percentage of beneficial ownership of the Company's
common stock is based upon 20,519,502 shares outstanding on August 20, 2014,
as disclosed by the Company in its Quarterly Report on Form 10-Q for the
period ended may 3, 2014.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
First Dallas Holdings, Inc 0
Craig D. Hodges 0
First Dallas Securities, Inc. 0
Hodges Capital Management, Inc. 0
Hodges Small Cap Fund 0
Hodges Small Intrnsc Val Fund 0
(ii) Shared power to vote or to direct the vote:
First Dallas Holdings, Inc. 1,220,000
Craig D. Hodges 1,220,000
First Dallas Securities, Inc. 0
Hodges Capital Management, Inc. 1,220,000
Hodges Small Cap Fund 1,200,000
Hodges Small Intrnsc Val Fund 20,000
(iii) Sole power to dispose or to direct the disposition of:
First Dallas Holdings, Inc. 0
Craig D. Hodges 0
First Dallas Securities, Inc. 0
Hodges Capital Management, Inc. 0
Hodges Small Cap Fund 0
Hodges Small Intrnsc Val Fund
(iv) Shared power to dispose or to direct the disposition of:
First Dallas Holdings, Inc. 1,265,373
Craig D. Hodges 1,265,373
First Dallas Securities, Inc. 5,700
Hodges Capital Management, Inc. 1,259,673
Hodges Small Cap Fund 1,200,000
Hodges Small Intrnsc Val Fund 20,000
The reported shares are shares of common stock of the Issuer, par value $0.01.
All 1,265,373 of the reported shares collectively, the ("reported Shares") may
be deemed as beneficially owned by FDHI, which is the owner of FDSI and HCM,
and Craig D. Hodges, who is the controlling shareholder of FDHI.
5,700 of the Reported Shares are held in seperate accounts managed
by FDSI, each of which, individually, owns less than 1% of the common
stock of the Issuer(each a "Separate Account"). FDSI is a registered
broker-dealer and an investment adviser registered with the SEC.
39,673 of the Reported Shares are held in Separate Accounts managed
by HCM, which is also an investment adviser registered with the SEC.
1,200,000 of the Reported Shares are held by the Hodges Small Cap Fund,
a series of Professionally Managed Portfolios, an investment company
registered under the Investment Company Act of 1940.
20,000 of the Reported Shares are held by the Hodges Small Intrinsic
Value Fund, a series of Professionally Managed Portfolios, an
investment company registered under the Investment Company Act of 1940.
The investment adviser to both of these funds is HCM, which may be
deemed to be a beneficial owner of the funds' Reported Shares.
Item 5. Ownership of Five 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 five
percent of the class of securities, check the following.
Item 6. Ownership of More than Five 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 or Control Person
First Dallas Securities, Inc. is wholly-owned by First Dallas Holdings, Inc.,
and is a registered investment adviser in accordance with
S 240.13d-1(b)(1)(ii)(E)
Hodges Capital Management, Inc. is wholly-owned by First Dallas Holdings, Inc.,
and is a registered investment adviser in accordance with
S 240.13d-1(b)(1)(ii)(E)
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
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.
Exhibits
Exhibit 1:
Joint Filing Agreement dated August 20, 2014, among FDHI, Craig D.
Hodges, FDSI, HCM, Hodges Small Cap Fund, and Hodges Small Intrinsic Value
Fund.
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.
Date: August 20, 2014
Craig D. Hodges
Chairman