UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 14)1
PIZZA INN,
INC.
(Name of
Issuer)
COMMON STOCK, PAR VALUE
$0.01 PER SHARE
(Title of
Class of Securities)
725848 10
5
(CUSIP
Number)
STEVEN
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65 East
55th Street
New York,
New York 10022
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
June 27,
2008
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-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
(“Act”) 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. 725848 10 5
|
1
|
NAME
OF REPORTING PERSON
NEWCASTLE PARTNERS,
L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
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
4,760,550
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
4,760,550
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,760,550
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||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 725848 10 5
|
1
|
NAME
OF REPORTING PERSON
NEWCASTLE CAPITAL MANAGEMENT,
L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
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
4,760,550
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
4,760,550
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,760,550
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
3
CUSIP
NO. 725848 10 5
|
1
|
NAME
OF REPORTING PERSON
NEWCASTLE CAPITAL GROUP,
L.L.C.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
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
4,760,550
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
4,760,550
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,760,550
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
4
CUSIP
NO. 725848 10 5
|
1
|
NAME
OF REPORTING PERSON
MARK E.
SCHWARZ
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO, PF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
4,825,550
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
4,825,550
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,825,550
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.6%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
5
CUSIP
NO. 725848 10 5
|
1
|
NAME
OF REPORTING PERSON
CLINTON J.
COLEMAN
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO, PF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
20,000
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
20,000
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
6
CUSIP
NO. 725848 10 5
The
following statement constitutes Amendment No. 14 to the Schedule 13D filed by
the undersigned (the "Statement"). Except as specifically amended by
this Amendment No. 14, the Statement remains in full force and
effect.
Item 2 is
hereby amended in its entirety to read as follows:
Item
2. Identity and
Background
Items
2(a), 2(b) and 2(c). This Statement is jointly filed by Newcastle Partners,
L.P., a Texas limited partnership (“NP”), Newcastle Capital Group, L.L.C., a
Texas limited liability company (“NCG”), Newcastle Capital Management, L.P., a
Texas limited partnership (“NCM”), Mark E. Schwarz and Clinton J. Coleman
(together with Mr. Schwarz, NP, NCG and NCM, collectively referred to as the
“Reporting Persons”). Each of NCM, as the general partner of NP, NCG,
as the general partner of NCM, and Mark E. Schwarz, as the managing member of
NCG, may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act of
1934, as amended (the “Act”), to be the beneficial owners of all shares of
Common Stock held by NP. The Reporting Persons are filing this joint
Statement, as they may be considered a “group” under Section 13(d)(3) of the
Act. However, neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by the Reporting Persons that such a group
exists.
As stated above, Mark E. Schwarz is the managing member of NCG. Clinton J.
Coleman is a Vice President of NCM. The principal business of NCG is
acting as the general partner of NCM. The principal business of NCM is acting as
the general partner of NP. The principal business of NP is investing in
securities. The principal business address for each of the Reporting Persons is
200 Crescent Court, Suite 1400, Dallas, Texas 75201.
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 2(f). Mark E. Schwarz and
Clinton J. Coleman are citizens of the United States of
America.
Item 3 is
hereby amended in its entirety to read as follows:
Item
3.
Source and Amount of
Funds
As of the filing date of this Statement, NP had invested $11,186,141 (inclusive
of brokerage commissions) in shares of Common Stock. The source of
the foregoing funds was the working capital of NP. Neither NCG nor
NCM directly owns any shares of Common Stock.
7
CUSIP
NO. 725848 10 5
As
of the filing date of this Statement, Mr. Schwarz had invested $80,653
(inclusive of brokerage commissions) in shares of Common Stock. The
source of the foregoing funds was the personal funds of Mr. Schwarz. Mr. Schwarz
also directly owns options exercisable within 60 days from the date hereof into
30,000 shares of Common Stock, which options were granted to him as
consideration for his service as a director of the Issuer.
As
of the filing date of this Statement, Mr. Coleman had invested $48,268
(inclusive of brokerage commissions) in shares of Common Stock. The
source of the foregoing funds was the personal funds of Mr.
Coleman.
Items 5(a) (b) and (c) are hereby
amended in their entirety to read as follows:
Item
5. Interest in Securities of
the Issuer
Item 5(a). The aggregate percentage of shares of Common Stock
reported to be owned by the Reporting Persons is based upon 9,499,417 shares of Common Stock
outstanding as of May 7, 2008 as reported in the Company’s Form 10-Q as filed
with the Securities and Exchange Commission on May 7, 2008.
As of the
filing date of this Statement, NP beneficially owned 4,760,550 shares of Common
Stock, representing approximately 50.1% of the issued and outstanding Common
Stock.
NCM, as
the general partner of NP, may be deemed to beneficially own the 4,760,550
shares of Common Stock beneficially owned by NP, representing approximately
50.1% of the issued and outstanding Common Stock.
NCG, as
the general partner of NCM, which in turn is the general partner of NP, may also
be deemed to beneficially own the 4,760,550 shares of Common Stock beneficially
owned by NP, representing approximately 50.1% of the issued and outstanding
Common Stock.
Mark E.
Schwarz, as the managing member of NCG, the general partner of NCM, which in
turn is the general partner of NP, may also be deemed to beneficially own the
4,760,550 shares of Common Stock beneficially owned by NP, representing
approximately 50.1% of the issued and outstanding Common Stock. In
addition, Mr. Schwarz directly owns 35,000 shares of Common Stock and 30,000
shares of Common Stock underlying currently exercisable stock options, which,
together with the Common Stock held by NP, represents approximately 50.6% of the
issued and outstanding Common Stock.
Mr.
Coleman directly owns 20,000 shares of Common Stock, representing less than 1%
of the issued and outstanding Common Stock.
The
filing of this Statement and any future amendment by the Reporting Persons, and
the inclusion of information herein and therein, shall not be considered an
admission that any of such persons, for the purpose of Section 13(d) of the Act,
or otherwise, are the beneficial owners of any shares of Common Stock in which
such persons do not have a pecuniary interest.
Item
5(b). By virtue of his position with NP, NCM and NCG, Mr. Schwarz has the sole
power to vote and to dispose of the 4,760,550 shares of Common Stock, or 50.1%
of the issued and outstanding shares of Common Stock, beneficially owned by
NP. Mr. Schwarz has the sole power to vote and to dispose of the
35,000 shares of Common Stock he holds directly and the 30,000 shares of Common
Stock underlying his currently exercisable stock options, which, together with
the Common Stock held by NP, represents approximately 50.6% of the issued and
outstanding Common Stock. Mr. Coleman has the sole power to vote and
dispose of the 20,000 shares of Common Stock held by Mr. Coleman, representing
less than 1% of the issued and outstanding Common Stock.
8
CUSIP
NO. 725848 10 5
Item
5(c). The transactions by the Reporting Persons in the Issuer’s
securities during the last sixty days are as follows:
Mark E.
Schwarz
|
Transaction
Date
|
Buy/Sell*
|
Quantity
(Shares)*
|
Price
per Share ($)*
|
|
|
6/17/08
|
Buy
|
20,000
|
$2.31
|
|
Clinton
J. Coleman
|
Transaction
Date
|
Buy/Sell*
|
Quantity
(Shares)*
|
Price
per Share ($)*
|
|
|
6/24/08
|
Buy
|
257
|
$2.37
|
|
|
6/24/08
|
Buy
|
1,000
|
$2.38
|
|
|
6/24/08
|
Buy
|
3,900
|
$2.37
|
|
|
6/24/08
|
Buy
|
5,000
|
$2.32
|
|
|
6/26/08
|
Buy
|
1,100
|
$2.46
|
|
|
6/27/08
|
Buy
|
6,643
|
$2.46
|
|
|
6/27/08
|
Buy
|
2,000
|
$2.45
|
|
|
6/27/08
|
Buy
|
100
|
$2.41
|
|
|
|
*
|
All
transactions were effected in the open
market.
|
Item 7 is
hereby amended in its entirety to read as follows:
Item
7.
Material to be Filed
as Exhibits
|
1.
|
Joint
Filing Agreement dated as of December 11, 2002 by and among Newcastle
Partners, L.P., Newcastle Capital Group, L.L.C., Newcastle Capital
Management, L.P. and Mark E. Schwarz (previously
filed).
|
|
2.
|
Omnibus
Agreement dated as of December 6, 2002 by and between Newcastle Partners,
L.P. and C. Jeffrey Rogers (previously
filed).
|
|
3.
|
Promissory
Note dated December 6, 2002 in the aggregate principal amount of
$7,373,726.42 made by C. Jeffrey Rogers in favor of Newcastle Partners,
L.P. (previously filed).
|
|
4.
|
Pledge
Agreement dated December 6, 2002 by and between C. Jeffrey Rogers and
Newcastle Partners, L.P. (previously
filed).
|
|
5.
|
Agreement
by and between Pizza Inn, Inc. and Newcastle Partners, L.P. dated December
18, 2002 (previously filed).
|
|
6.
|
Joint
Filing Agreement dated as of December 20, 2002 by and among Newcastle
Partners, L.P., Newcastle Capital Group, L.L.C., Newcastle Capital
Management, L.P., Mark E. Schwarz and Steven J. Pully (previously
filed).
|
9
CUSIP
NO. 725848 10 5
|
7.
|
Letter
from Newcastle Partners, L.P. to Pizza Inn, Inc. dated October 27, 2003
(previously filed).
|
|
8.
|
Joint
Filing and Solicitation Agreement dated as of October 31, 2003 by and
among Newcastle Partners, L.P., Newcastle Capital Management, L.P.,
Newcastle Capital Group, L.L.C., Mark E. Schwarz, Steven J. Pully, Barry
M. Barron, Sr. and Robert B. Page (previously
filed).
|
|
9.
|
Letter
from Newcastle Partners, L.P. to Pizza Inn, Inc. dated November 7, 2003
(previously filed).
|
|
10.
|
Letter
from Newcastle Partners, L.P. to Pizza Inn, Inc. dated November 11, 2003
(previously filed).
|
|
11.
|
Amendment
No. 1 to Joint Filing and Solicitation Agreement dated as of November 12,
2003 by and among Newcastle Partners, L.P., Newcastle Capital Management,
L.P., Newcastle Capital Group, L.L.C., Mark E. Schwarz, Steven J. Pully,
Barry M. Barron, Sr., Robert B. Page and Ramon D. Phillips (previously
filed).
|
|
12.
|
Letter
from Newcastle Partners, L.P. to the Board of Directors of Pizza Inn, Inc.
dated December 18, 2003 (previously
filed).
|
|
13.
|
Joint
Filing Agreement dated as of June 27, 2008 by and among Newcastle
Partners, L.P., Newcastle Capital Group, L.L.C., Newcastle Capital
Management, L.P., Mark E. Schwarz and Clinton J.
Coleman.
|
[Signature
Page Follows]
10
CUSIP
NO. 725848 10 5
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:
June 27, 2008
|
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 | |
|
Mark
E. Schwarz, Managing Member
|
||
|
NEWCASTLE
CAPITAL MANAGEMENT, L.P.
|
||
|
By:
|
Newcastle
Capital Group, L.L.C., its
general partner
|
|
|
By:
|
/s/ Mark E. Schwarz | |
|
Mark
E. Schwarz, Managing Member
|
||
|
NEWCASTLE
CAPITAL GROUP, L.L.C.
|
||
|
By:
|
/s/ Mark E. Schwarz | |
|
Mark
E. Schwarz, Managing Member
|
||
| /s/ Mark E. Schwarz | |
|
MARK
E. SCHWARZ
|
| /s/ Clinton J. Coleman | |
|
CLINTON
J. COLEMAN
|
11
CUSIP
NO. 725848 10 5
Exhibit
13
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the
joint filing on behalf of each of them of a Statement on
Schedule 13D dated June 27, 2008
(including amendments thereto) with respect to
the shares of Common Stock of Pizza Inn,
Inc. This Joint Filing Agreement shall be filed as an Exhibit to such
Statement.
|
Dated:
June 27, 2008
|
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 | |
|
Mark
E. Schwarz, Managing Member
|
||
|
NEWCASTLE
CAPITAL MANAGEMENT, L.P.
|
||
|
By:
|
Newcastle
Capital Group, L.L.C., its
general partner
|
|
|
By:
|
/s/ Mark E. Schwarz | |
|
Mark
E. Schwarz, Managing Member
|
||
|
NEWCASTLE
CAPITAL GROUP, L.L.C.
|
||
|
By:
|
/s/ Mark E. Schwarz | |
|
Mark
E. Schwarz, Managing Member
|
||
| /s/ Mark E. Schwarz | |
|
MARK
E. SCHWARZ
|
| /s/ Clinton J. Coleman | |
|
CLINTON
J. COLEMAN
|
12