-----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, I2EYZLv5mS+YbPjm5itR7aFELPPyd6yGws5aAGiBvGIXOMPCRMkWGREMdN5WA6BZ J+2/28r7Aw1aKKPlevmz8g== 0001181580-04-000023.txt : 20040217 0001181580-04-000023.hdr.sgml : 20040216 20040217101948 ACCESSION NUMBER: 0001181580-04-000023 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040213 FILED AS OF DATE: 20040217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEWCASTLE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001251296 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16090 FILM NUMBER: 04604363 BUSINESS ADDRESS: STREET 1: C/O NEWCASTLE CAPITAL MANAGEMENT LP STREET 2: 300 CRESCENT COURT STE 1110 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2146617474 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: 000-16090 FILM NUMBER: 04604361 BUSINESS ADDRESS: STREET 1: NEWCASTLE PARTNERS L P STREET 2: 300 CRESCENT COURT STE 1110 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2146617474 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEWCASTLE CAPITAL GROUP LLC CENTRAL INDEX KEY: 0001251293 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16090 FILM NUMBER: 04604362 BUSINESS ADDRESS: STREET 1: C/O NEWCASTLE CAPITAL MANAGEMENT LP STREET 2: 300 CRESCENT COURT STE 1110 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2146617474 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: 000-16090 FILM NUMBER: 04604364 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 670 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2146617474 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 670 CITY: DALLAS STATE: TX ZIP: 75201 4 1 edgar.xml PRIMARY DOCUMENT X0201 4 2004-02-13 0000819913 HALLMARK FINANCIAL SERVICES INC HAF.EC 0000932334 NEWCASTLE PARTNERS L P 300 CRESCENT COURT SUITE 1110 DALLAS TX 75201 0 0 1 0 0001251296 NEWCASTLE CAPITAL MANAGEMENT LP 300 CRESCENT COURT SUITE 1110 DALLAS TX 75201 0 0 1 0 0001251293 NEWCASTLE CAPITAL GROUP LLC 300 CRESCENT COURT SUITE 1110 DALLAS TX 75201 0 0 1 0 0001208889 SCHWARZ MARK E 300 CRESCENT COURT SUITE 1110 DALLAS TX 75201 1 1 1 0 CHIEF EXECUTIVE OFFICER COMMON STOCK 2004-02-13 4 P 0 25000 .52 A 23078269 D NEWCASTLE CAPITAL MANAGEMENT, L.P. ("NCM") IS THE GENERAL PARTNER OF NEWCASTLE PARTNERS, L.P. ("NP"), NEWCASTLE CAPITAL GROUP, L.L.C. ("NCG") IS THE GENERAL PARTNER OF NCM, AND MARK E. SCHWARZ ("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 NP. STEVEN D. DAVIDSON AS ATTORNEY-IN-FACT FOR EACH REPORTING PERSON 2004-02-17 EX-24 3 attach_1.htm POWER OF ATTORNEY OF NEWCASTLE CAPITAL MANAGEMENT, L.P.
POWER OF ATTORNEY



Know all by these presents, that NEWCASTLE CAPITAL MANAGEMENT,

L.P. hereby constitutes and appoints Steven D. Davidson, signing

singly, as its true and lawful attorney-in-fact to:



(1) Execute for it and on its behalf, in its capacity as the

beneficial owner of 10% or more of the securities of Hallmark

Financial Services, Inc. (the "Company"), Forms 3, 4, and 5 with

respect to the beneficial ownership of securities of the Company

in accordance with Section 16(a) of the Securities Exchange Act

of 1934 and the rules thereunder;



(2) Do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to complete and

execute any such Form 3, 4, or 5, complete and execute any

amendment or amendments thereto, and timely file such form with

the United States Securities and Exchange Commission and any stock

exchange or similar authority; and



(3) Take any other action of any type whatsoever in connection

with the foregoing which, in the opinion of such attorney-in-fact,

may be of benefit to, in the best interest of, or legally required

by the undersigned, it being understood that the documents executed

by such attorney-in-fact on behalf of the undersigned pursuant to

this Power of Attorney shall be in such form and shall contain such

terms and conditions as such attorney-in-fact may approve in such

attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full

power and authority to do and perform any and every act and thing

whatsoever requisite, necessary, or proper to be done in the

exercise of any of the rights and powers granted above, as fully

to all intents and purposes as the undersigned might or could do

if personally present, with full power of substitution or revocation,

hereby ratifying and confirming all that such attorney-in-fact, or

such attorney-in-fact's substitute or substitutes, shall lawfully

do or cause to be done by virtue of this power of attorney and the

rights and powers herein granted. The undersigned acknowledges that

the foregoing attorneys-in-fact, in serving in such capacity at the

request of the undersigned, are not assuming any of the undersigned's

responsibilities to comply with Section 16 of the Securities Exchange

Act of 1934.



This Power of Attorney shall remain in full force and effect until

the undersigned is no longer required to file Forms 3, 4, and 5 with

respect to the beneficial ownership of securities of the Company,

unless earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact and the Company.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of this 16th day of February, 2004.



NEWCASTLE CAPITAL MANAGEMENT, L.P.

By: Newcastle Capital Group, L.L.C.







By: _________________________________

 Mark E. Schwarz, Managing Member

EX-24 4 attach_2.htm POWER OF ATTORNEY OF NEWCASTLE CAPITAL GROUP, LLC
POWER OF ATTORNEY



Know all by these presents, that NEWCASTLE CAPITAL GROUP, LLC

hereby constitutes and appoints Steven D. Davidson, signing

singly, as its true and lawful attorney-in-fact to:



(1) Execute for it and on its behalf, in its capacity as the

beneficial owner of 10% or more of the securities of Hallmark

Financial Services, Inc. (the "Company"), Forms 3, 4, and 5 with

respect to the beneficial ownership of securities of the Company

in accordance with Section 16(a) of the Securities Exchange Act

of 1934 and the rules thereunder;



(2) Do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to complete and

execute any such Form 3, 4, or 5, complete and execute any

amendment or amendments thereto, and timely file such form with

the United States Securities and Exchange Commission and any stock

exchange or similar authority; and



(3) Take any other action of any type whatsoever in connection

with the foregoing which, in the opinion of such attorney-in-fact,

may be of benefit to, in the best interest of, or legally required

by the undersigned, it being understood that the documents executed

by such attorney-in-fact on behalf of the undersigned pursuant to

this Power of Attorney shall be in such form and shall contain such

terms and conditions as such attorney-in-fact may approve in such

attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full

power and authority to do and perform any and every act and thing

whatsoever requisite, necessary, or proper to be done in the

exercise of any of the rights and powers granted above, as fully

to all intents and purposes as the undersigned might or could do

if personally present, with full power of substitution or revocation,

hereby ratifying and confirming all that such attorney-in-fact, or

such attorney-in-fact's substitute or substitutes, shall lawfully

do or cause to be done by virtue of this power of attorney and the

rights and powers herein granted. The undersigned acknowledges that

the foregoing attorneys-in-fact, in serving in such capacity at the

request of the undersigned, are not assuming any of the undersigned's

responsibilities to comply with Section 16 of the Securities Exchange

Act of 1934.



This Power of Attorney shall remain in full force and effect until

the undersigned is no longer required to file Forms 3, 4, and 5 with

respect to the beneficial ownership of securities of the Company,

unless earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact and the Company.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of this 16th day of February, 2004.



NEWCASTLE CAPITAL GROUP, LLC







By: _________________________________

 Mark E. Schwarz, Managing Member

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