SEC Form SC 13D/A filed by Houston Wire & Cable Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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 [X].

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(b) is hereby amended and restated to read as follows:

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 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 of the Schedule 13D is hereby amended to add the following:

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.