0001683168-24-002522.txt : 20240419 0001683168-24-002522.hdr.sgml : 20240419 20240419080935 ACCESSION NUMBER: 0001683168-24-002522 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240419 DATE AS OF CHANGE: 20240419 GROUP MEMBERS: MARK E. SCHWARZ GROUP MEMBERS: NCM SERVICES, INC. GROUP MEMBERS: NEWCASTLE CAPITAL GROUP, L.L.C. GROUP MEMBERS: NEWCASTLE CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: NEWCASTLE PARTNERS, L.P. GROUP MEMBERS: SCHWARZ 2012 FAMILY TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Wilhelmina International, Inc. CENTRAL INDEX KEY: 0001013706 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 742781950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49151 FILM NUMBER: 24855670 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2146617488 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: NEW CENTURY EQUITY HOLDINGS CORP DATE OF NAME CHANGE: 20010220 FORMER COMPANY: FORMER CONFORMED NAME: BILLING CONCEPTS CORP DATE OF NAME CHANGE: 19980814 FORMER COMPANY: FORMER CONFORMED NAME: BILLING INFORMATION CONCEPTS CORP DATE OF NAME CHANGE: 19960722 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEWCASTLE PARTNERS L P CENTRAL INDEX KEY: 0000932334 ORGANIZATION NAME: IRS NUMBER: 752574953 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5420 LYNDON B. JOHNSON FREEWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 214-661-7477 MAIL ADDRESS: STREET 1: 5420 LYNDON B. JOHNSON FREEWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75240 SC 13D/A 1 newcastle_sc13da12.htm AMENDMENT #12 TO FORM SC13D

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

SCHEDULE 13D/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

(Amendment No. 12)1

 

WILHELMINA INTERNATIONAL, INC.

 

(Name of Issuer)

 

COMMON STOCK, $0.01 PAR VALUE

 

(Title of class of securities)

 

968235200

(CUSIP number)

 

Mark E. Schwarz

NCM Services, Inc.

5420 Lyndon B Johnson Freeway, Suite 1100

Dallas, Texas 75240-2345

(214) 661-7474

 

(Name, address and telephone number of person

authorized to receive notices and communications)

 

April 15, 2024

 

(Date of event which requires filing of this statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.

See Rule 13d-7 for other parties to whom copies are to be sent.

 

_______________

1       The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

  

 

 

CUSIP No. 968235200 13D Page 2 of 11

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

NEWCASTLE PARTNERS, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  [_]

(b)  [X]

3 SEC USE ONLY
4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

[_]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

TEXAS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

2,430,725

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

2,430,725

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,430,725

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[X]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

47.1%

14

TYPE OF REPORTING PERSON*

 

PN

 

 

 

  

 

 

CUSIP No. 968235200 13D Page 3 of 11

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

NEWCASTLE CAPITAL MANAGEMENT, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  [_]

(b)  [X]

3 SEC USE ONLY
4

SOURCE OF FUNDS*

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

[_]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

TEXAS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

2,430,725

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

2,430,725

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,430,725

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[X]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

47.1%

14

TYPE OF REPORTING PERSON*

 

PN

 

 

  

 

 

CUSIP No. 968235200 13D Page 4 of 11

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

NEWCASTLE CAPITAL GROUP, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  [_]

(b)  [X]

3 SEC USE ONLY
4

SOURCE OF FUNDS*

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

[_]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

TEXAS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

2,430,725

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

2,430,725

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,430,725

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[X]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

47.1%

14

TYPE OF REPORTING PERSON*

 

OO

 

 

 

  

 

 

CUSIP No. 968235200 13D Page 5 of 11

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

NCM SERVICES, INC.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  [_]

(b)  [_]

3 SEC USE ONLY
4

SOURCE OF FUNDS*

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

[_]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

2,430,725

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

2,430,725

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,430,725

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[X]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

47.1%

14

TYPE OF REPORTING PERSON*

 

CO

 

 

 

  

 

 

CUSIP No. 968235200 13D Page 6 of 11

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

SCHWARZ 2012 FAMILY TRUST

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  [_]

(b)  [X]

3 SEC USE ONLY
4

SOURCE OF FUNDS*

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

[_]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

TEXAS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

2,430,725

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

2,430,725

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,430,725

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[X]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

47.1%

14

TYPE OF REPORTING PERSON*

 

OO

 

 

  

 

 

CUSIP No. 968235200 13D Page 7 of 11

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

MARK E. SCHWARZ

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  [_]

(b)  [X]

3 SEC USE ONLY
4

SOURCE OF FUNDS*

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

[_]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

2,430,725

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

2,430,725

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,430,725

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[X]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

47.1%

14 TYPE OF REPORTING PERSON*

 

IN

 

 

  

 

 

CUSIP No. 968235200 13D Page 8 of 11

 

The following Amendment No. 12 to the Schedule 13D filed by the undersigned (the “Statement”) relating to the common stock, par value $0.01 per share (the “Common Stock”), of Wilhelmina International, Inc., a Delaware corporation (the “Company”). Except as specifically amended by this Amendment No. 12, the Statement remains in full force and effect.

 

Item 2. Identity and Background.

 

Item 2 is hereby amended and restated in its entirety as follows:

 

Items 2(a), 2(b), 2(c) and 2(f). This Statement is filed by Newcastle Partners, L.P., a Texas limited partnership (“NP”), Newcastle Capital Management, L.P., a Texas limited partnership (“NCM”), Newcastle Capital Group, L.L.C., a Texas limited liability company (“NCG”), NCM Services Inc., a Delaware corporation (“NCMS”), the Schwarz 2012 Family Trust, a trust organized under the laws of the State of Texas (the “Schwarz Trust”), and Mark E. Schwarz, a citizen of the United States of America. NP, NCM, NCG, NCMS, the Schwarz Trust and Schwarz are collectively referred to herein as the “Reporting Persons.” Each of NCM, as the general partner of NP, NCG, as the general partner of NCM, NCMS, as the sole member of NCG, the Schwarz Trust, as the sole stockholder of NCMS, and Mark E. Schwarz, as the sole trustee of the Schwarz Trust, may be deemed, pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), to be the beneficial owners of all shares of Common Stock held by NP.

 

Mark E. Schwarz is the Chief Executive Officer of NCMS and the sole trustee of the Schwarz Trust. The principal business of NP is investing in securities. The principal business of NCM is investment management. The principal business of NCG is acting as general partner of NCM. The principal business of NCMS is providing management and advisory services and investing in securities. The principal business address for each of Schwarz, the Schwarz Trust, NCMS, NCG, NCM and NP is 5420 Lyndon B Johnson Freeway, Suite 1100, Dallas, Texas 75240-2345.

 

Item 2(d). During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

Item 2(e). During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated in its entirety as follows:

 

As of the date of this Statement, NP had invested $9,425,519 (inclusive of brokerage commissions) in shares of the Common Stock. The source of these funds was the working capital of NP.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended by adding the following paragraphs:

 

On April 15, 2024, NCM provided notice to REV Alpha Holdings, LLC, a Delaware limited liability company (“REVAH”), that the Mutual Support Agreement between NCM and REVAH entered into on April 1, 2021, with respect to the election of directors to the board of directors of the Company had terminated upon REVAH becoming the beneficial owner of less than 5% of the issued and outstanding shares of the Company’s Common Stock.

 

 

  

 

 

CUSIP No. 968235200 13D Page 9 of 11

 

Item 5. Interest in Securities of the Company

 

Items 5(a)-(c) are hereby amended and restated in their entirety as follows:

 

(a) The percentage of shares of the Common Stock reported to be owned by the Reporting Persons is based upon 5,157,344 shares outstanding, which is the total number of outstanding shares of Common Stock reported in the Company’s Form 10- K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on March 26, 2024.

 

As of the date of this Amendment No. 12, NP is the record owner of 2,430,725 shares of the Common Stock representing approximately 47.1% of the issued and outstanding Common Stock. NCM, NCG, NCMS, the Schwarz Trust and Mr. Schwarz may also be deemed to beneficially own the shares of Common Stock directly owned by NP. However, each of NCM, NCG, NCMS, the Schwarz Trust and Mr. Schwarz disclaims beneficial ownership of the shares held by NP except to the extent of their respective pecuniary interest therein.

 

(b) By virtue of his positions with NP, NCM, NCG, NCMS and the Schwarz Trust, Mark E. Schwarz has the sole power to vote and dispose of all shares of Common Stock directly owned by NP.

 

(c) The Reporting Persons have not effected any transactions in shares of Common Stock during the past 60 days.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 is hereby amended by adding the following paragraph:

 

The REV MSA described in Item 4, above, terminated by its own terms and is of no further force or effect.

 

[Signature Page Follows]

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

CUSIP No. 968235200 13D Page 10 of 11

 

SIGNATURES

 

After due inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: April 17, 2024NEWCASTLE PARTNERS, L.P.
  
By:

Newcastle Capital Management, L.P.,

Its general partner

   
By:

Newcastle Capital Group, L.L.C.,

Its general partner

   
 By:NCM Services, Inc.
  Its sole member

 

 By:/s/ MARK E. SCHWARZ
  Mark E. Schwarz, Chief Executive Officer

 

 

Dated: April 17, 2024NEWCASTLE CAPITAL MANAGEMENT, L.P.
  
By:

Newcastle Capital Group, L.L.C.,

Its general partner

   
 By:NCM Services, Inc.
  Its sole member

 

 By:/s/ MARK E. SCHWARZ
  Mark E. Schwarz, Chief Executive Officer

 

 

Dated: April 17, 2024NEWCASTLE CAPITAL GROUP, L.L.C.
  
 By:NCM Services, Inc.
  Its sole member

 

 By:/s/ MARK E. SCHWARZ
  Mark E. Schwarz, Chief Executive Officer

 

 

 

 

  

 

 

CUSIP No. 968235200 13D Page 11 of 11

 

 

Dated: April 17, 2024NCM SERVICES, INC.
   
 By:/s/ MARK E. SCHWARZ
  Mark E. Schwarz, Chief Executive Officer

 

 

 

Dated: April 19, 2024SCHWARZ 2012 FAMILY TRUST
   
 By:/s/ MARK E. SCHWARZ
  Mark E. Schwarz, Trustee