-----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, Ne+EAVUSNSnSJ3w8DzRigzLj77NEsyEz+x1oBVrPc60ZPkK2pa3UH4YotaRkwhRs WZ/ozos/Vowd4TLChz86/Q== 0000932334-09-000027.txt : 20090409 0000932334-09-000027.hdr.sgml : 20090409 20090409153235 ACCESSION NUMBER: 0000932334-09-000027 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090407 FILED AS OF DATE: 20090409 DATE AS OF CHANGE: 20090409 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEWCASTLE PARTNERS L P CENTRAL INDEX KEY: 0000932334 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11252 FILM NUMBER: 09742624 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-661-7474 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHWARZ MARK E CENTRAL INDEX KEY: 0001208889 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11252 FILM NUMBER: 09742621 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEWCASTLE CAPITAL GROUP LLC CENTRAL INDEX KEY: 0001251293 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11252 FILM NUMBER: 09742622 BUSINESS ADDRESS: STREET 1: C/O NEWCASTLE CAPITAL MANAGEMENT LP STREET 2: 200 CRESCENT COURT STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-661-7474 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEWCASTLE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001251296 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11252 FILM NUMBER: 09742623 BUSINESS ADDRESS: STREET 1: C/O NEWCASTLE CAPITAL MANAGEMENT LP STREET 2: 200 CRESCENT COURT STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-661-7474 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Newcastle Focus Fund II LP CENTRAL INDEX KEY: 0001382543 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11252 FILM NUMBER: 09742620 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214)661-7474 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75201 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2009-04-07 0 0000819913 HALLMARK FINANCIAL SERVICES INC HALL 0000932334 NEWCASTLE PARTNERS L P 200 CRESCENT COURT STE 1400 DALLAS TX 75201 1 0 1 1 See Explanation 0001251296 NEWCASTLE CAPITAL MANAGEMENT LP 200 CRESCENT COURT STE 1400 DALLAS TX 75201 1 0 1 1 See Explanation 0001251293 NEWCASTLE CAPITAL GROUP LLC 200 CRESCENT COURT STE 1400 DALLAS TX 75201 1 0 1 1 See Explanation 0001208889 SCHWARZ MARK E 200 CRESCENT COURT STE 1400 DALLAS TX 75201 1 1 1 1 Chairman of the Board See Explanation 0001382543 Newcastle Focus Fund II LP 200 CRESCENT COURT SUITE 1400 DALLAS TX 75201 1 0 1 1 See Explanation Common Stock 2009-04-07 4 J 0 1417498 6.93 D 10835968 I See Explanation The Reporting Persons are members of a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and accordingly may be deemed to beneficially own Shares of the Issuer's Common Stock owned in the aggregate by the other members of the Section 13(d) group. The Section 13(d) group consists of Newcastle Partners, L.P. ("NP"), Newcastle Capital Management, L.P. ("NCM"), Newcastle Capital Group, L.L.C. ("NCG"), Newcastle Special Opportunity Fund I, L.P. ("NSOF I"), Newcastle Special Opportunity Fund II, L.P. ("NSOF II"), Newcastle Focus Fund II, L.P. ("NFF"), DSC Services Inc. ("DSC"), the Detroit Stoker Company ("Detroit Stoker") and Mark E. Schwarz ("Schwarz"). Each Reporting Person disclaims beneficial ownership of the shares of the Issuer's Common Stock owned by the other members of the Section 13(d) group except to the extent of its pecuniary interest therein. NCM is the general partner of each of NP, NSOFI, NSOFII and NFF. NCG is the general partner of NCM, and Schwarz is the managing member of NCG. Accordingly, each of NCM, NCG and Schwarz may be deemed to beneficially own the shares directly owned by any of NP, NSOFI, NSOFII and NFF. In addition, NCG and Schwarz may be deemed to beneficially own shares controlled by NCM pursuant to an account management agreement under which NCM holds the power to vote and dispose of the shares. Also, DSC is the parent company of Detroit Stoker, and Schwarz and NCG together own all of the outstanding shares of DSC. Accordingly, each of Schwarz and DSC may be deemed to beneficially own the shares directly owned by Detroit Stoker. Includes, as of 4/7/09, (1) (a) 51,526 shares of Common Stock and (b) 19,167 options exercisable into shares of Common Stock, held in each case by Schwarz directly, (2) 5,901,615 shares of Common Stock held by NP, (2) a total of 3,274,830 shares of Common Stock held by NSOFI and NSOFII, (3) 2,400 shares of Common Stock held by NFF (4) 1,515,151 shares of Common Stock controlled by NCM pursuant to an account management agreement under which NCM holds the power to vote and dispose of such shares and (5) 71,279 shares of Common Stock held by Detroit Stoker. In the aggregate, as of 4/7/09, the members of the Section 13(d) group beneficially own 10,835,968 shares of the Issuer's Common Stock. Transaction constitutes a distribution of shares to withdrawing partners of NP as of March 31, 2009. Closing price as of March 31, 2009. Newcastle Partners, L.P., By: Newcastle Capital Management, L.P., its general partner, By: Newcastle Capital Group, L.L.C. its general partner, By: /s/ Mark E. Schwarz, its managing member 2009-04-09 Newcastle Capital Management, L.P., By: Newcastle Capital Group, L.L.C. its general partner, By: /s/ Mark E. Schwarz, its managing member 2009-04-09 Newcastle Capital Group, L.L.C., By: /s/ Mark E. Schwarz, its managing member 2009-04-09 Newcastle Special Opportunity Fund I, L.P., By: Newcastle Capital Management, L.P., its general partner, By: Newcastle Capital Group, L.L.C. its general partner, By: /s/ Mark E. Schwarz, its managing member 2009-04-09 Newcastle Special Opportunity Fund II, L.P., By: Newcastle Capital Management, L.P., its general partner, By: Newcastle Capital Group, L.L.C. its general partner, By: /s/ Mark E. Schwarz, its managing member 2009-04-09 Newcastle Focus Fund II, L.P., By: Newcastle Capital Management, L.P., its general partner, By: Newcastle Capital Group, L.L.C. its general partner, By: /s/ Mark E. Schwarz, its managing member 2009-04-09 /s/ Mark E. Schwarz 2009-04-09 -----END PRIVACY-ENHANCED MESSAGE-----