-----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, Eq9wFHGoN7XGaaM5irwGdRxEyiGMB2PH5/hD0IHf7jruzQL75J7+W1sUGBk6c4n7 6S9CeuOaTADih3KDWH5UUA== 0000926236-03-000084.txt : 20030617 0000926236-03-000084.hdr.sgml : 20030617 20030617122058 ACCESSION NUMBER: 0000926236-03-000084 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030616 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030617 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: 1934 Act SEC FILE NUMBER: 000-16090 FILM NUMBER: 03746886 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 8-K 1 hfs8k061603.txt CURRENT REPORT JUNE 16, 2003 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): June 16, 2003 HALLMARK FINANCIAL SERVICES, INC. --------------------------------- (Exact name of registrant as specified in its charter) Nevada 0-16090 87-0447375 ---------------------------- ----------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 777 Main Street, Suite 1000, Fort Worth, Texas 76102 ---------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (817) 348-1600 14651 Dallas Parkway, Suite 900, Dallas, Texas 75254 -------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events. On June 16, 2003, 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 June 16, 2003 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: June 17, 2003 By: /s/ Scott K. Billings ------------------------- Scott K. Billings, Its Chief Financial Officer EX-99 3 exh99.txt PRESS RELEASE RECORD DATE FOR RIGHTS OFFERING EXHIBIT 99 HALLMARK FINANCIAL SERVICES, INC. ANNOUNCES JUNE 27, 2003 RECORD DATE FOR RIGHTS OFFERING FORT WORTH, Texas, (June 16, 2003) - Hallmark Financial Services, Inc. (Amex:HAF.EC), announced today that the record date for its previously announced rights offering has been set for the close of business on June 27, 2003. Upon the effectiveness of the registration statement, the Company will distribute to its shareholders of record as of the record date a fixed amount of non-transferable rights to subscribe for shares of its common stock. It is anticipated that each right will entitle the holder to purchase one share of the Company's common stock at a subscription price to be determined. Hallmark anticipates that the rights offering will begin promptly following the effectiveness of the registration statement filed with the Securities and Exchange Commission. The proceeds of the rights offering will be used to repay an $8.6 million loan, plus accrued interest on the loan, made to Hallmark in 2002 by Newcastle Partners, L.P., with any additional proceeds used for working capital purposes. The proceeds of the loan from Newcastle Partners, L.P., were utilized to finance the purchase of a note receivable from a major bank and the acquisition of the Commercial Lines Group from Millers Insurance Company. A portion of the note receivable purchased from the bank was later exchanged for one-hundred percent of the capital stock of Phoenix Indemnity Insurance Company. Newcastle Partners, L.P. is an affiliate of Mark E. Schwarz, the Chairman and CEO of Hallmark. Neither Hallmark, its board of directors, nor any committee of the board of directors is making any recommendation to shareholders as to whether to exercise their subscription rights. Further information regarding the rights offering including pricing, record date, and process will be communicated over the next several weeks. When available, a written prospectus may be obtained by contacting Hallmark Financial Services, Inc., 777 Main Street, Suite 1000, Fort Worth, Texas 76102, Attention: Investor Relations. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold and offers may not be accepted prior to the time the registration statement becomes effective. The rights offering will only be made by means of prospectus. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, and there shall not be any sale of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under securities laws of any such state. Hallmark Financial Services, Inc. engages primarily in the sale of property and casualty insurance products. The Company's business involves marketing, underwriting and premium financing of non-standard personal automobile insurance primarily in Texas, Arizona and New Mexico, commercial insurance in Texas, New Mexico, Idaho, Oregon and Washington, third party claims administration, and other insurance related services. The Company is headquartered in Fort Worth, Texas and its common stock is listed 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: Timothy A. Bienek, President and COO at 817.348.1600 www.hallmarkgrp.com -----END PRIVACY-ENHANCED MESSAGE-----