1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEWCASTLE PARTNERS, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
WC
|
|
5
|
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
48,614,513
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
48,614,513
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,614,513
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7%
|
|
14
|
TYPE OF REPORTING PERSON*
PN
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEWCASTLE CAPITAL MANAGEMENT, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
o(a)
o(b)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH R
EPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
48,614,513
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
48,614,513
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,614,513
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7%
|
|
14
|
TYPE OF REPORTING PERSON*
PN
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEWCASTLE CAPITAL GROUP, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
o(a)
o(b)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
48,614,513
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
48,614,513
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,614,513
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7%
|
|
14
|
TYPE OF REPORTING PERSON*
OO
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NCM SERVICES INC.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
48,614,513
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
48,614,513
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,614,513
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7%
|
|
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCHWARZ 2012 FAMILY TRUST
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
48,614,513
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
48,614,513
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,614,513
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7%
|
|
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MARK E. SCHWARZ
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
48,614,513
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
48,614,513
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,614,513
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7%
|
|
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN P. MURRAY
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
o(a)
o(b)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
50,000
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
50,000
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JAMES DVORAK
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
o(a)
o(b)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CLINTON COLEMAN
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
o(a)
o(b)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EVAN STONE
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
o(a)
o(b)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON*
IN
|
Item 2.
|
Identity and Background.
|
99.1
|
Joint Filing Agreement dated as of August 23, 2013 by and among Newcastle Partners, L.P., Newcastle Capital Group, L.L.C., Newcastle Capital Management, L.P., NCM Services Inc., the Schwarz 2012 Family Trust, Mark E. Schwarz, John Murray, Clinton Coleman, James Dvorak and Evan Stone.
|
Dated: August 23, 2013
|
NEWCASTLE PARTNERS, L.P.
|
By: Newcastle Capital Management, L.P.,
|
|
its General Partner
|
|
By:Newcastle Capital Group, L.L.C.,
|
|
its General Partner
|
|
By:NCM Services Inc.,
|
|
its Sole Member
|
|
By: /s/ Mark E. Schwarz
|
|
Mark E. Schwarz, its Chief Executive Officer
|
|
NEWCASTLE CAPITAL MANAGEMENT, L.P.
|
|
By: Newcastle Capital Group, L.L.C.,
|
|
its General Partner
|
|
By: NCM Services Inc.,
|
|
its Sole Member
|
|
By: /s/ Mark E. Schwarz
|
|
Mark E. Schwarz, its Chief Executive Officer
|
|
NEWCASTLE CAPITAL GROUP, L.L.C.
|
|
By: NCM Services Inc.,
|
|
its Sole Member
|
|
By: /s/ Mark E. Schwarz
|
|
Mark E. Schwarz, its Chief Executive Officer
|
|
NCM SERVICES INC.
|
|
By: /s/ Mark E. Schwarz
|
|
Mark E. Schwarz, its Chief Executive Officer
|
|
SCHWARZ 2012 FAMILY TRUST
|
|
By: /s/ Mark E. Schwarz
|
|
Mark E. Schwarz, Trustee
|
|
/s/ Mark E. Schwarz
|
|
MARK E. SCHWARZ
|
|
/s/ John P. Murray | |
JOHN P. MURRAY
|
|
/s/ James Dvorak | |
JAMES DVORAK
|
|
/s/ Clinton Coleman | |
CLINTON COLEMAN
|
|
/s/ Evan Stone | |
EVAN STONE
|
|
Name and Position
|
Present Principal Occupation
|
Business Address
|
Mark E. Schwarz,
Director and Chief Executive Officer
|
Insurance Company Executive (Hallmark Financial Services) and CEO, Newcastle Capital Management, L.P., a private investment management firm
|
Newcastle Capital Management, L.P.
200 Crescent Ct., Ste. 1400,
Dallas, TX 75201
|
Robert Bennett,
Director
|
CEO, First Lexington Corporation, a boutique private equity firm
|
14275 Midway Road
Suite 140
Addison, Texas 75001-3651
|
Ramon Phillips,
Director
|
Retired executive
|
c/o NCM Services Inc.
200 Crescent Ct., Ste. 1400,
Dallas, TX 75201
|
John Murray,
Chief Financial Officer
|
CFO, Newcastle Capital Management, L.P., a private investment management firm
|
Newcastle Capital Management, L.P.
200 Crescent Ct., Ste. 1400,
Dallas, TX 75201
|
Dated: August 23, 2013
|
NEWCASTLE PARTNERS, L.P.
|
By: Newcastle Capital Management, L.P.,
|
|
its General Partner
|
|
By: Newcastle Capital Group, L.L.C.,
|
|
its General Partner
|
|
By: NCM Services Inc.,
|
|
its Sole Member
|
|
By: /s/ Mark E. Schwarz
|
|
Mark E. Schwarz, its Chief Executive Officer
|
|
NEWCASTLE CAPITAL MANAGEMENT, L.P.
|
|
By: Newcastle Capital Group, L.L.C.,
|
|
its General Partner
|
|
By: NCM Services Inc.,
|
|
its Sole Member
|
|
By: /s/ Mark E. Schwarz
|
|
Mark E. Schwarz, its Chief Executive Officer
|
|
NEWCASTLE CAPITAL GROUP, L.L.C.
|
|
By: NCM Services Inc.,
|
|
its Sole Member
|
|
By: /s/ Mark E. Schwarz
|
|
Mark E. Schwarz, its Chief Executive Officer
|
|
NCM SERVICES INC.
|
|
By: /s/ Mark E. Schwarz
|
|
Mark E. Schwarz, its Chief Executive Officer
|
|
SCHWARZ 2012 FAMILY TRUST
|
|
By: /s/ Mark E. Schwarz
|
|
Mark E. Schwarz, Trustee
|
|
/s/ Mark E. Schwarz | |
MARK E. SCHWARZ
|
|
/s/ John P. Murray | |
JOHN P. MURRAY
|
|
/s/ James Dvorak | |
JAMES DVORAK
|
|
/s/ Clinton Coleman | |
CLINTON COLEMAN
|
|
/s/ Evan Stone | |
EVAN STONE
|