-----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, EaqeAHnffUUCZIngUi8mCTSZ6ZOPh83xRTcisjsPdAvsj8oJEgw/35lpyUgb4aTf ofpyev9OJiYvPJ9LLpWb1g== 0000926236-06-000039.txt : 20060323 0000926236-06-000039.hdr.sgml : 20060323 20060322194949 ACCESSION NUMBER: 0000926236-06-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060309 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060323 DATE AS OF CHANGE: 20060322 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: 001-11252 FILM NUMBER: 06704777 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 hfs8k030906b.txt CURRENT REPORT DATED MARCH 9, 2006 PROMOTION OF TWO EXECUTIVES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 9, 2006 HALLMARK FINANCIAL SERVICES, INC. --------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Nevada --------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-16090 87-0447375 --------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 777 Main Street, Suite 1000, Fort Worth, Texas 76102 --------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 817-348-1600 --------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable --------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On March 9, 2006, the Board of Directors of Hallmark Financial Services, Inc. (the "Company") elected Mark J. Morrison as President of the Company, effective as of April 1, 2006. Mark E. Schwarz, Chairman and Chief Executive Officer of the Company, previously held the additional title of President. Mr. Morrison will also continue to serve as Chief Operating Officer and Chief Financial Officer of the Company. Mr. Morrison has no employment agreement with the Company and serves in all positions at the will of the Board of Directors. Mr. Morrison, age 46, became Executive Vice President and Chief Financial Officer of the Company in March, 2004, and was given the additional responsibilities of Chief Operating Officer in April, 2005. He has been employed in the property and casualty insurance industry since 1993. Prior to joining the Company, he had since 2001 served as President of Associates Insurance Group, a subsidiary of Travelers Property Casualty Corp. From 1996 through 2000, he served as Senior Vice President and Chief Financial Officer of Associates First Capital Corporation. From 1995 to 1996, Mr. Morrison served as Controller of American Eagle Insurance Group, and from 1993 to 1995 was a Director in the Credit Suisse Group of Republic Insurance Group. From 1991 to 1993, he served as a Director of Anthem Life Insurance Company. Mr. Morrison began his career as a public accountant with Ernst & Young, LLP from 1982 to 1991, where he completed his tenure as a Senior Manager. Item 7.01 Regulation FD Disclosure. On March 22, 2006, the Company issued a press release announcing the election of Mark J. Morrison as its President. A copy of such press release is attached as Exhibit 99.1 to this Current Report. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 99.1 Press release dated March 22, 2006. 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 duly authorized. HALLMARK FINANCIAL SERVICES, INC. Date: March 22, 2006 By: /s/ Mark J. Morrison ----------------------------------------- Mark J. Morrison, Chief Operating Officer EX-99.1 2 exh99-1.txt PRESS RELEASE DATED MARCH 22, 2006 PROMOTION OF TWO EXECUTIVES Exhibit 99.1 FOR IMMEDIATE RELEASE HALLMARK FINANCIAL SERVICES, INC. ANNOUNCES PROMOTION OF TWO EXECUTIVES FORT WORTH, Texas, (March 22, 2006) - Hallmark Financial Services, Inc. (Amex: HAF) today announced that, effective April 1, 2006, its Board of Directors has promoted Mark J. Morrison to President of the Company. Mark E. Schwarz, Chairman and Chief Executive Officer of Hallmark, previously held the additional title of President. Mr. Morrison will continue to serve as Chief Operating Officer and Chief Financial Officer of the Company. "We are pleased with the leadership and strategic direction Mark Morrison has given Hallmark over the last two years. We look forward to utilizing his 24 years of experience in financial management, administration and strategic planning in his expanded role at the Company," stated Mark E. Schwarz, Chairman and Chief Executive Officer. "Mark has 15 years experience in the property and casualty insurance industry and has made significant contributions to the Company during his tenure with Hallmark, including his involvement in the recent strategic acquisitions that have significantly broadened our business base." Mr. Morrison, age 46, became Executive Vice President and Chief Financial Officer upon joining the Company in March 2004, and was given the additional responsibilities of Chief Operating Officer in April 2005. He has been employed in the property and casualty insurance industry since 1993. Prior to joining the Company, he had since 2001 served as President of Associates Insurance Group, a subsidiary of the St. Paul Travelers Group. From 1996 through 2000, he served as Senior Vice President and Chief Financial Officer of Associates Insurance Group, a division of Associates First Capital Corporation. From 1991 to 1996, Mr. Morrison served in various financial leadership positions with American Eagle Insurance Group, Republic Insurance Group, and Anthem Life Insurance Company. Mr. Morrison began his career as a public accountant with Ernst & Young, LLP from 1982 to 1991, where he completed his tenure as a Senior Manager. Hallmark also announced that the Board has approved the promotion of Kevin T. Kasitz to Executive Vice President effective April 1, 2006. Mr. Kasitz, who is currently President of the Company's Commercial Insurance Operation, will assume additional corporate responsibilities for business development, reinsurance and risk management. "I am pleased to announce Kevin Kasitz's expanded role within Hallmark," stated Mr. Morrison. "Kevin has been instrumental in providing direction and leadership in the recent operational enhancements that have been implemented in our Commercial Insurance Operation. I look forward to even greater benefit to the Company through his expanded responsibilities across all of Hallmark's operations." Mr. Kasitz, age 43, joined the Company April 2003 as its President of the Commercial Insurance Operation. Prior to joining the Company, Mr. Kasitz had since 1991 been employed by Benfield Blanch Inc., a reinsurance intermediary, where he served as a Senior Vice President in the Program Services division (2000 to 2003) and Alternative Distribution division (1999 to 2000), a Vice President in the Alternative Distribution division (1994 to 1999) and a Manager in the Wholesale Insurance Services division (1991 to 1994). From 1989 to 1991, he was a personal lines underwriter for Continental Insurance Company and from 1986 to 1989 was an internal auditor for National County Mutual Insurance Company. Hallmark Financial Services, Inc. engages primarily in sale of property and casualty insurance products. The Company's business involves marketing and underwriting commercial insurance in Texas, New Mexico, Idaho, Oregon, Montana and Washington; marketing and underwriting non-standard personal automobile insurance in Texas, New Mexico and Arizona; marketing of general aviation insurance in 44 states; 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". 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: Mark J. Morrison, Chief Operating Officer at 817.348.1600 www.hallmarkgrp.com ------------------- -----END PRIVACY-ENHANCED MESSAGE-----