-----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, ISePlE6xqlSDnNf5HY3u/osuBdLElDPHfzNHNfcqe4PxCF0pnJmteJ9H1Lgl+GMf Suy69MjDUioW1x2pHr1shQ== 0000926236-03-000144.txt : 20030905 0000926236-03-000144.hdr.sgml : 20030905 20030905163019 ACCESSION NUMBER: 0000926236-03-000144 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030905 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030905 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: 03884118 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 hfs8k090503.txt CURRENT REPORT SEPTEMBER 5, 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): September 5, 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 Not Applicable -------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Press release dated September 5, 2003 Item 9. Regulation FD Disclosure. On September 5, 2003, the Registrant issued a press release announcing the completion of its rights offering. A copy of the Registrant's press release is attached as Exhibit 99.1 to this Current Report. 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: September 5, 2003 By: /s/Timothy A. Bienek ------------------------ Timothy A. Bienek, Its President EX-99.1 3 exh99-1.txt PRESS RELEASE - COMPLETION OF RIGHTS OFFERING Exhibit 99.1 FOR IMMEDIATE RELEASE HALLMARK FINANCIAL SERVICES, INC. SUCCESSFULLY COMPLETES RIGHTS OFFERING Fort Worth, Texas, (September 5, 2003) - Hallmark Financial Services, Inc. (AMEX: HAF.EC), announced today the completion of its rights offering. Stockholders exercised subscription rights to purchase the entire 25 million shares offered at a subscription price of $0.40 per share, raising gross proceeds of $10.0 million. There were 18.0 million shares purchased through the exercise of basic subscription rights and an additional 7.0 million shares purchased through the over subscription privilege. The proceeds from the rights offering will be used to repay the bridge loan to Newcastle Partners, L.P. and for general corporate purposes. In aggregate, Hallmark received cash commitments for $13.5 million totaling 33.7 million shares. Hallmark has accepted all validly exercised subscription rights limited to the $10 million offering size. Hallmark's transfer agent is in the process of distributing stock certificates to stockholders exercising their subscription rights. Commenting on the rights offering, Mark E. Schwarz, Chairman and CEO, stated, "We are pleased by the wide spread participation in the rights offering by our stockholders. The rights offering proved to be a stockholder friendly and efficient mechanism to raise capital. Proceeds to the Company were maximized because no underwriter or sales agent was necessary in the process. Having completed the offering, Hallmark's capital structure is now primarily equity and better positioned to support the future growth of the company." 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, marketing 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-----