-----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, AZ8O1Y/bw1TttcOGuu5gLxzRqAQc4AnyPs4upKeb56rn54c/3Ush+781RJ3Ur3x5 1XKilHx41vRtpcbpGF1H1Q== 0000819913-99-000001.txt : 19990218 0000819913-99-000001.hdr.sgml : 19990218 ACCESSION NUMBER: 0000819913-99-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990216 ITEM INFORMATION: FILED AS OF DATE: 19990217 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-16090 FILM NUMBER: 99543763 BUSINESS ADDRESS: STREET 1: 14651 DALLAS PKWY STE 900 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2149342400X118 MAIL ADDRESS: STREET 1: 14651 DALLAS PKWY STREET 2: STE 900 CITY: DALLAS STATE: TX ZIP: 75240 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 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 1999 HALLMARK FINANCIAL SERVICES, INC. (Exact name of registrant as specified in its charter) Nevada 0-16090 87-0447375 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 14651 Dallas Parkway, Suite 900, Dallas, Texas 75240 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (972) 404-1637 Not Applicable (Former name or former address, if changed since last report.) Item 5. Other Events. On February 16, 1999, the Registrant issued the press release filed herewith as Exhibit 99. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99 Press Release dated February 16, 1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HALLMARK FINANCIAL SERVICES, INC. Date: ___________________ By: Ramon D. Phillips, Its President EXHIBIT 99 FOR IMMEDIATE RELEASE HALLMARK FINANCIAL SERVICES, INC. AND ONYX INSURANCE GROUP, INC. HALLMARK FINANCIAL SERVICES, INC. AND ONYX INSURANCE GROUP, INC. ANNOUNCE THE FORMATION OF A STRATEGIC ALLIANCE Dallas, Texas (February 16, 1999) - Hallmark Financial Services, Inc. ("Hallmark"), a Dallas based financial services company, and Onyx Insurance Group, Inc. ("Onyx"), a diversified insurance and financial services company, announced that they have signed a letter of intent pursuant to which Onyx would acquire a majority stake in Hallmark in return for an approximately $8 million equity investment. The letter of intent calls for Onyx to purchase approximately 12,308,000 newly-issued shares of Hallmark common stock at $0.65 per share, representing a 48% premium over the closing price of Hallmark stock as of the date of the letter of intent. The stock purchase by Onyx represents an approximate 52% ownership in Hallmark. The completion of the proposed transaction is subject to the execution of definitive agreements, shareholder and regulatory approval and other customary conditions. The transaction is a continuation of Onyx's expansion strategy and will provide for a greater presence in Texas as well as a means of expanding its product lines and operating expertise. The equity capital provided Hallmark will ensure its ability to expand operations geographically. Additionally the Onyx/Hallmark strategic alliance will provide a means for Hallmark to accelerate its product offerings and technological capabilities. Onyx is a privately held, diversified insurance and financial services company principally engaged through its subsidiaries and affiliates in property and casualty insurance, reinsurance, insurance underwriting, claims handling, inspections, auditing, collection services, claims investigations, premium financing, product development and marketing, specialty financing, investments, real estate and lending. Onyx's principal operations are its insurance business, where it is a specialty market provider of property and casualty products to "niche" markets. Onyx, through its various subsidiaries and affiliates, is licensed and operates in Florida, Alabama, Arizona, California, Georgia, Illinois, Nevada, Oregon, Texas, Utah, New Jersey, Delaware, Maryland and Pennsylvania. Onyx also operates through affiliated companies in Venezuela (South America), Panama (Central America) and Mexico. Onyx intends to obtain approval to operate in all 50 states through additional strategic acquisitions and through licensing its Insurance Subsidiaries. Philo Smith & Co., Inc. is representing Onyx in this transaction. Hallmark Financial Services, Inc. and its wholly owned subsidiaries engage in the sale of insurance products on credit terms. The Company's business primarily involves marketing, underwriting and premium financing of non- standard automobile insurance. Secondarily, the Company provides fee-based claims adjusting and related insurance services for affiliates and third parties. The Company conducts these Texas-based activities through an integrated insurance group composed of a property and casualty insurance company; a managing general agency; a network of affiliated insurance agencies; a premium finance company; a claims handling and adjusting firm and over 600 independent agents. Hallmark is traded on the American Stock Exchange under the symbol "HAF.EC". Forward-looking statements in this Release are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Act of 1995. Investors are cautioned that actual results may differ substantially from such forward-looking statements. Forward-looking statements involve risks and uncertainties including, but not limited to, continued acceptance of the Company's products and services in the marketplace, competitive factors, interest rate trends, the availability of financing, underwriting loss experience and other risks detailed from time to time in the Company's periodic report filings with the Securities and Exchange Commission. For further information, please contact: Ramon D. Phillips, Chairman and CEO, Hallmark at 972-404-1637 Paul Fraynd, President and CEO, Onyx at 305-945-9200 ************************************************************** -----END PRIVACY-ENHANCED MESSAGE-----