-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PWHPhQPiFMd2tpZGMPfZRrNvvrcYdy925fYrWSBAajxGLOwQyCHXT8mdRBmseGGc 99/l9QE1cv+MMWIlEp3oFQ== 0000904567-07-000020.txt : 20071221 0000904567-07-000020.hdr.sgml : 20071221 20071221114615 ACCESSION NUMBER: 0000904567-07-000020 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071221 DATE AS OF CHANGE: 20071221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HALLMARK FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0000819913 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE CARRIERS, NEC [6399] IRS NUMBER: 870447375 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39686 FILM NUMBER: 071321497 BUSINESS ADDRESS: STREET 1: 777 MAIN STREET, SUITE 1000 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173481600 MAIL ADDRESS: STREET 1: 777 MAIN STREET STREET 2: STE 1000 CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: ACOI INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CREDIT OPTICAL INC /DE/ DATE OF NAME CHANGE: 19910611 FORMER COMPANY: FORMER CONFORMED NAME: PYRAMID GROWTH INC DATE OF NAME CHANGE: 19890124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERLIN THOMAS G CENTRAL INDEX KEY: 0000904567 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 23811 CHAGRIN BLVD CITY: CHAGRIN FALLS STATE: OH ZIP: 44122 BUSINESS PHONE: 4409512655 MAIL ADDRESS: STREET 1: 37500 EAGLE ROAD CITY: WILLOGHBY HILLS STATE: OH ZIP: 44094 SC 13D/A 1 hall20071214.txt United States Securities and Exchange Commission Washington DC 20549 Schedule 13D/A Amendment No.5 Under the Securities and Exchange Act of 1934 Hallmark Financial Services, Inc (Name of Issuer) Common Stock $.03 par value Title of Class of Securities 40624Q203 (CUSIP Number) Thomas G. Berlin Berlin Financial,Ltd. 1325 Carnegie Ave, Cleveland, OH 44115 (216) 479.0400 Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 10, 2007 (Date of Event Which Requires Filing of this Statement) If this filing person has previously filed a statement on Schedule 13G to report this acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box / /. Note: Six copies of this statement, including all exhibits should be filed with the Commission. See Rule 13d-1 (a) for other parties to whom copies are to be sent. *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 to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on 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 (however see the Notes). 1 Name of Reporting Person Thomas G. Berlin 2 If a member group a) / / b) / / 3 SEC Use only 4 Source of Funds PF, AF 5 Check if Disclosure 6 Citizenship USA Number of Shares 7 Sole Voting 664,212 Beneficially Owned By Each 8 Shared Voting 319,289 Reporting Person With 9 Sole Dispositive 664,212 10 Shared Dispositive 319,289 11 Aggregate Amount Beneficially owned 983,501 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 4.74% 14 Type of Reporting Person IN, IA Item 1. Security and Issuer The name of the issuer is Hallmark Financial Services, Inc., a Nevada corporation (the "Issuer"), which has its principal executive offices at 14651 Dallas Parkway, Suite 900, Dallas, Texas. The title of the securities to which this Statement relates is the Issuer's Common Stock, par value $0.03 per share (the "Shares"). Item 2. Identity and Background. (a) The name of the Reporting Person is Thomas G. Berlin. (b) The Reporting Person's residence address is 460 Arborview, Venice, FL 34293. (c) The Reporting Person's occupation is managing member of investment adviser; Berlin Financial, Ltd., a registered investment adviser. The principal address of Berlin Financial, Ltd. is 1325 Carnegie Ave, Cleveland, OH 44115. (d)-(e) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation of such laws. (f) The Reporting Person is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. NOTE: Share quantities have been changed to reflect the execution of the reverse stock split of the Issuer effective July 31, 2006. The Capital Shares (as defined in Item 5) were purchased using funds of Berlin Capital Growth, L.P., an Ohio limited partnership ("BCG"). The Reporting Person is the managing member of Berlin Financial, Ltd., the investment adviser for and the General Partner of BCG. The Privately Managed Shares (as defined in Item 5) were purchased using funds of each respective privately managed account ("PMA") owner. The Reporting Person is the managing member of Berlin Financial, Ltd., the investment adviser for the PMAs. Item 4. Purpose of Transaction. The Reporting Person purchased and sold the Capital Shares (as defined in Item 5) in his capacity as the managing member of Berlin Financial, Ltd., the investment adviser of BCG. The Capital Shares (as defined in Item 5) were purchased and sold for the account of BCG and were purchased and sold solely for investment purposes. The Reporting Person purchased and sold the Privately Managed Shares (as defined in Item 5) in his capacity as the managing member of Berlin Financial, Ltd., the investment adviser for the PMAs. The Privately Managed Shares (as defined in Item 5) were purchased and sold solely for investment purposes. (a) The Reporting Person may acquire additional Shares or, in compliance with applicable securities laws, may dispose of any additional shares and/or the Berlin Shares at any time in the open market or otherwise. (b)-(j) Not applicable Item 5. Interest in Securities of the Issuer NOTE: Share quantities have been changed to reflect the execution of the reverse stock split effective July 31, 2006. (a) The Reporting Person has beneficial ownership of 983,501 Shares (the "Berlin Shares"). The aggregate amount controlled by the Reporting Person is 983,501 shares and constitutes 4.74% of shares outstanding as of the Issuer's most recent available filing. (b) Shares Percentage Sole Voting Power 664,212 3.20% Shared Voting Power 319,289 1.54% Sole Dispositive Power 664,212 3.20% Shared Dispositive Power 319,289 1.54% The Reporting Person has sole power to vote or to direct the vote or to dispose or direct the disposition of 983,501 Shares, consisting of 664,212 Shares held in the Reporting Person's IRA (the "TGB Shares") and 53,434 Shares held by BCG (the "Capital Shares") and 9,500 held by BI (the "Income Shares"). The address of BCG is 1325 Carnegie Avenue, Cleveland, OH 44115 and the address of each PMA is Berlin Financial, Ltd., 1325 Carnegie Avenue, Cleveland, OH 44115 c/o the Reporting Person. There are no proceedings required to be disclosed with respect to any person sharing beneficial ownership with the Reporting Person. The Reporting Person and his spouse, Joy R. Berlin, have the shared power to vote or direct the vote or to dispose or to direct the disposition of 55,412 Shares (the "JRB Shares"). Joy R. Berlin's residence is 460 Arborview, Venice, FL 34293. Joy R. Berlin is not currently employed. During the last five years, Joy R. Berlin has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has she been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation of such laws. The Reporting Person and Berlin Family Educational Foundation, have the shared power to vote or direct the vote or to dispose or to direct the disposition of 70,000 Shares (the "BFF Shares"). Berlin Family Educational Foundation's business address is 17181 Curry Lane, Auburn, OH 44023. The Reporting Person and the individual owners of each PMA have the shared power to vote or direct the vote or to dispose or to direct the disposition of 193,877 Shares (the "Privately Managed Shares") held in the PMAs. (c) On the following dates, the Reporting Person purchased and/or sold the following numbers of shares for the prices per share set forth below. Each such purchase or sale occurred through a customary broker transaction. Capital Shares Date Shares Price Per Share Sold or Bought 01/03/07 2500 9.93 S 01/09/07 200 10.08 S 01/10/07 2500 10.08 S 01/18/07 1500 10.38 S 02/01/07 2500 10.23 S 02/08/07 5100 10.46 S 02/09/07 2500 10.80 S 02/20/07 1735 11.20 S 03/02/07 1800 11.26 S 03/05/07 793 11.26 S 03/06/07 2500 11.30 S 03/08/07 5000 11.555 S 03/09/07 2500 11.81 S 03/13/07 2900 11.46 B 03/14/07 600 11.35 B 03/15/07 7300 11.8751 S 04/09/07 5000 12.33 S 04/10/07 1192 12.61 S 04/11/07 3337 12.0470 B 04/13/07 100 12.30 B 04/16/07 3200 12.30 B 07/10/07 3000 12.5114 B 07/11/07 25 12.50 B 07/13/07 2446 12.50 B 07/16/07 7150 12.3096 B 07/17/07 3000 12.7190 S 07/18/07 2500 12.9532 S 07/20/07 1449 12.50 B 07/30/07 5720 11.8982 B 07/31/07 5000 12.34 S 08/02/07 676 12.40 S 08/03/07 3135 12.0123 B 08/07/07 6000 11.4163 B 08/06/07 389 11.80 B 08/06/07 793 12.2138 S 08/08/07 10000 10.26 B 08/09/07 20000 10.5698 B 08/10/07 6000 10.075 B 08/13/07 4500 11.0678 S 08/14/07 1942 11.30 S 08/15/07 1900 11.30 S 08/17/07 5480 11.3923 S 08/20/07 5000 12.3191 S 08/21/07 2000 11.86 B 08/21/07 2152 12.3604 S 08/22/07 2000 12.2225 S 08/23/07 61 12.35 S 08/24/07 109 12.35 S Privately Managed Shares Date Shares Price Per Share Sold or Bought 02/15/2007 2500 10.968 S 02/28/2007 653 11.05 B 03/08/2007 257 11.80 S 03/27/2007 1847 12.03 B 04/12/2007 7500 12.60 S 04/12/2007 2000 12.68 S 04/17/2007 2500 12.62 S 04/17/2007 10000 12.61 S 04/26/2007 100 12.65 S 04/26/2007 4800 12.60 S 05/10/2007 8700 12.7214 S 05/14/2007 500 12.25 B 05/23/2007 17000 12.0999 B 05/25/2007 600 12.60 S 05/29/2007 2000 12.60 S 05/31/2007 20413 12.9323 S 06/01/2007 9405 12.9486 S 06/04/2007 3300 13.0055 S 06/05/2007 713 13.03 S 06/06/2007 8217 12.89 S 06/07/2007 5502 12.9657 S 06/11/2007 4000 12.93 S 06/21/2007 10000 12.99 S 07/02/2007 230 13.03 S 07/03/2007 1770 13.03 S 07/06/2007 1200 13.26 S 07/06/2007 160 13.26 S 07/10/2007 3989 12.56 B 07/10/2007 450 12.56 B 07/12/2007 1676 12.40 B 07/12/2007 1676 12.76 S 07/16/2007 3712 12.262 B 07/17/2007 3000 12.7190 B 07/18/2007 2500 12.9532 S 07/18/2007 2439 13.02 S 07/27/2007 2456 12.25 B 07/27/2007 100 12.72 S 08/01/2007 900 12.4022 S 08/07/2007 5995 11.4163 B 08/08/2007 10500 10.8143 B 08/08/2007 1720 10.34 B 08/09/2207 23500 10.5698 B 08/10/2007 7182 10.1241 B 08/13/2007 4500 11.0678 S 08/20/2007 10000 12.3191 S 08/20/2007 7500 12.55 S 08/27/2007 240 12.35 S 08/28/2007 3000 12.3554 S 08/29/2007 2900 12.6352 S 08/31/2007 5000 12.80 S 09/04/2007 6860 12.8412 S 09/05/2007 1530 12.95 S 09/12/2007 4339 12.85 S 09/17/2007 661 12.85 S 09/18/2007 18589 12.97 S 09/19/2007 4881 13.30 S 10/18/2007 50000 16.4133 S 10/18/2007 50000 16.41 S 11/14/2007 29171 15.7902 S 11/15/2007 25000 16.10 S 11/16/2007 10000 16.225 S 12/10/2007 25000 16.0872 S (d) None (e) The Reporting Person ceased to be a beneficial owner of more than 5 % of Hallmark Financial, Inc. common stock on December 10,2007 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Issuer. NOTE: Share quantities have been changed to reflect the execution of the reverse split on July 31, 2006. The Reporting person's wife, Joy R. Berlin, individually, owns the JRB Shares. Berlin Family Educational Foundation individually owns the BFF Shares. Through an understanding between (a) the Reporting Person and Joy R. Berlin and (b) the Reporting Person and Berlin Family Educational Foundation, the Reporting Person has the shared power to dispose or to direct the disposition of and shared power to vote or to direct the vote of the JRB Shares and the BFF Shares. Joy R. Berlin disclaims beneficial ownership of all Berlin Shares other than the JRB Shares. The Berlin Family Educational Foundation disclaims beneficial ownership of all Berlin Shares other than the BFF Shares. The Reporting Person disclaims beneficial ownership of the JRB Shares. The Reporting Person disclaims beneficial ownership of the BFF Shares. Berlin Capital Growth, L.P. owns 53,434 Shares. Through an understanding between the Reporting Person and BCG, the Reporting Person has the sole power to dispose or to direct the disposition of and sole power to vote or to direct the vote of the Capital Shares. The Reporting Person disclaims beneficial ownership of the Capital Shares. Berlin Income, L.P. owns 9,500 Shares. Through an understanding between the Reporting Person and BI, the Reporting Person has the sole power to dispose or to direct the disposition of and sole power to vote or to direct the vote of the Income Shares. The Reporting Person disclaims beneficial ownership of the Income Shares. The owners of the PMAs, individually, own the Privatley Managed Shares. Through an understanding between the Reporting Person and the owners of the Privately Managed Accounts, the Reporting Person has the shared power to dispose or to direct the disposition of and shared power to vote or to direct the vote of the Privately Managed Shares. The Reporting Person disclaims beneficial ownership of the Privately Managed Shares. The partners of Berlin Capital Growth, L.P. have the right to receive distributions of the net assets of Berlin Capital Growth, L.P. Those net assets include any proceeds from the sale of Capital Shares. The partners of Berlin Income, L.P. have the right to receive distributions of the net assets of Berlin Income, L.P. Those net assets include any proceeds from the sale of Income Shares. Item 7. Material to be Filed as Exhibits. Not Applicable. Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: December 17, 2007 /s/ Thomas G. Berlin -----END PRIVACY-ENHANCED MESSAGE-----