SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
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. 17)1
PIZZA
INN, INC.
(Name of
Issuer)
COMMON
STOCK, PAR VALUE $0.01 PER SHARE
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)
February
26, 2009
(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.
(Continued
on following pages)
(Page 1
of 16 Pages)
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
CUSIP
No. 725848 10
5 13D
;
Page 2 of 15 pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATIOIN NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
NEWCASTLE PARTNERS,
L.P.
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
|
|
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
3,577,955
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
|
|
9
|
SOLE
DISPOSITIVE POWER
3,577,955
|
|
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,577,955
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.0%
|
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 725848 10
5
13D
Page 3 of 15 pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATIOIN NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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)
o
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
3,577,955
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
|
|
9
|
SOLE
DISPOSITIVE POWER
3,577,955
|
|
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,577,955
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.0%
|
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 725848 10
5
13D
Page 4 of 15 pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATIOIN NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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)
o
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
3,577,955
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
|
|
9
|
SOLE
DISPOSITIVE POWER
3,577,955
|
|
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,577,955
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.0%
|
|
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 725848 10
5
13D
Page 5 of 15 pages
|
1
|
NAME
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)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)
o
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
3,663,798
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
|
|
9
|
SOLE
DISPOSITIVE POWER
3,663,798
|
|
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,663,798
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.0%
|
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 725848 10
5
13D
Page 6 of 15 pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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)
o
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
35,753
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
|
|
9
|
SOLE
DISPOSITIVE POWER
35,753
|
|
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,753
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS
THAN 1%
|
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 725848 10
5
13D
Page 7 of 15 pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
HALLMARK FINANCIAL SERVICES,
INC.
|
|
|
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)
o
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
NEVADA
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
700
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
|
|
9
|
SOLE
DISPOSITIVE POWER
700
|
|
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS
THAN 1%
|
|
|
14
|
TYPE
OF REPORTING PERSON*
IC,
CO
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 725848 10
5 13D
;
Page 8 of 15 pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
AMERICAN HALLMARK INSURANCE
COMPANY OF TEXAS
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)o
(b)o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS*
WC, OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
o
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
700
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
|
|
9
|
SOLE
DISPOSITIVE POWER
700
|
|
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS
THAN 1%
|
|
|
14
|
TYPE
OF REPORTING PERSON*
IC,
CO
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 725848 10
5 13D
;
Page 9 of 15 pages
The
following statement constitutes Amendment No. 17 to the Schedule 13D filed by
the undersigned (the "Statement"). Except as specifically amended by
this Amendment No. 17, the Statement remains in full force and
effect.
Item
2. Identity and Background
Item 2 is
amended in its entirety to read as follows:
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 (“Schwarz”), Clinton J.
Coleman (“Coleman”), Hallmark Financial Services, Inc., a Nevada corporation
(“Hallmark”) and American Hallmark Insurance Company of Texas, a Texas
corporation (“AHIC”) (NP, NCG, NCM, Schwarz, Coleman, Hallmark and AHIC
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. In
addition, because AHIC is a wholly-owned subsidiary of
Hallmark, Hallmark may be deemed, pursuant to Rule 13d-3 of the
Act, to be the beneficial owner of all the shares of Common Stock
of the Company held by AHIC. 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.
Set forth
on Schedule A annexed hereto is the name and present principal occupation or
employment and the name, principal business and address of any corporation or
organization in which such employment is conducted of the directors and
executive officers of each of Hallmark and AHIC, as of the date
hereof.
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 Schwarz, Coleman, NCG, NCM and NP is 200 Crescent Court,
Suite 1400, Dallas, Texas 75201. The principal business of Hallmark and AHIC is
marketing, distributing, underwriting, and servicing of property and casualty
insurance products for businesses and individuals in the United
States. The principal business address of Hallmark and AHIC is 777
Main Street, Suite 1000, Fort Worth, TX 76102.
Item
2(d) During the last five years, none of the Reporting
Persons nor the persons listed in Schedule A annexed hereto 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 or the persons listed in Schedule A annexed hereto 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) Schwarz and Coleman are citizens of the United
States.
CUSIP
No. 725848 10
5 13D
;
Page 10 of 15 pages
Item
3. Source and Amount of
Funds
Item 3 is
hereby amended and restated in its entirety as follows:
As of the
filing date of this Statement, NP had invested $9,031,076 (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.
As of the filing date of this
Statement, Mr. Schwarz had invested $127,470 (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 $64,108 (inclusive of brokerage commissions)
in shares of Common Stock. The source of the foregoing funds was the
personal funds of Mr. Coleman.
As of the filing date of this
Statement, AHIC had invested $792.00 (inclusive of brokerage commissions) in
shares of Common Stock. The source of the foregoing funds was the
working capital of AHIC. Hallmark does not directly own any shares of
Common Stock.
Item
5. Interest in Securities of
the Issuer
Items 5(a)-(b) are hereby amended in
their entirety to read as follows:
(a). The aggregate percentage of
shares of Common Stock reported to be owned by the Reporting Persons is based
upon 8,528,076 shares of Common Stock outstanding as of February 2, 2009 as
reported in the Company’s Form 10-Q as filed with the Securities and Exchange
Commission on February 11, 2009.
As of the
filing date of this Statement, NP beneficially owned 3,577,955 shares of Common
Stock, representing approximately 42.0% of the issued and outstanding Common
Stock.
NCM, as
the general partner of NP, may be deemed to beneficially own the 3,577,955
shares of Common Stock beneficially owned by NP, representing approximately
42.0% 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 3,577,955 shares of Common Stock beneficially
owned by NP, representing approximately 42.0% 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
3,577,955 shares of Common Stock beneficially owned by NP, representing
approximately 42.0% of the issued and outstanding Common Stock. In
addition, as of the filing date of this Statement, Mr. Schwarz directly owns
55,843 shares of Common Stock and 30,000 shares of Common Stock underlying
currently exercisable stock options, which, together with the Common Stock owned
by NP, represents approximately 43.0% of the issued and outstanding Common
Stock.
As of the
filing date of this Statement, Mr. Coleman beneficially owned 35,753 shares of
Common Stock, representing less than 1% of the issued and outstanding Common
Stock.
CUSIP
No. 725848 10
5 13D
;
Page 11 of 15 pages
As of the
filing date of this Statement, AHIC beneficially owned 700 shares of Common
Stock, representing less than 1% of the issued and outstanding Common Stock.
Hallmark, as the parent of AHIC, may also be deemed to beneficially own the 700
shares of Common Stock beneficially by AHIC, 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.
(b). By
virtue of his position with NP, NCM and NCG, Mr. Schwarz has the sole power to
vote and to dispose of the shares of Common Stock owned by NP reported in this
Statement. Mr. Schwarz has the sole power to vote and to dispose of
the shares of Common Stock he holds directly reported in this Statement. Mr.
Coleman has the sole power to vote and dispose of the shares of Common Stock he
holds directly reported in this Statement. AHIC has the sole power to
vote and dispose of the shares of Common Stock owned by AHIC.
Items
5(c) is hereby amended to add the following:
(c). The
transactions in the Common Stock that were effected during the past sixty days
by the Reporting Persons were (1) the distribution on January 6, 2009 of a total
of 874,935 shares of Common Stock to withdrawing partners of NP as of December
31, 2008 at a price of $1.93 (the closing price of the Common Stock as of
December 31, 2008) and (2) the purchase transactions set forth on Schedule B
(which was effected in the open market).
Item
7. Materials to be Filed as
Exhibits.
|
99.1
|
Joint
Filing Agreement dated as of March 2, 2009 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, Hallmark
Financial Services, Inc. and American Hallmark Insurance Company of
Texas.
|
CUSIP
No. 725848 10
5 13D
;
Page 12 of 15 pages
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:
March 2, 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
|
|
|
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
|
|
|
HALLMARK
FINANCIAL SERVICES, INC.
|
|
|
By:
/s/ Mark E.
Schwarz
|
|
|
Name:
Mark E. Schwarz
|
|
|
Title:
Chairman
|
|
|
AMERICAN
HALLMARK INSURANCE COMPANY OF TEXAS
|
|
|
By:
/s/ Mark E.
Swhwarz
|
|
|
Name:
Mark E. Schwarz
|
|
|
Title:
Director
|
CUSIP
No. 725848 10
5 13D
;
Page 13 of 15 pages
Schedule
A
Directors
and Executive Officers of Hallmark Financial Services, Inc.
|
Name
and Position
|
Present
Principal Occupation
|
Business
Address
|
|
Mark
E. Schwarz,
Director
& Executive Chairman
|
Insurance
Company Executive (Hallmark Financial Services) and Principal, Newcastle
Capital Management, L.P., a private investment management
firm
|
Newcastle
Capital Management, L.P.
200
Crescent Ct., Ste. 1400
Dallas,
TX 75201
|
|
Scott
T. Berlin,
Director
|
Managing
Director,
Brown
Gibbons Lang & Company, LLC, an investment banking firm serving middle
market companies
|
Brown
Gibbons Lang & Company, LLC
1111
Superior Ave.,
Ste
.900
Cleveland,
OH 44114
|
|
George
R. Manser,
Director
|
Retired
Insurance Company Executive
|
707
S. Gulfstream Ave., #1102
Sarasota,
FL 34236
|
|
James
H. Graves,
Director
|
Partner,
Erwin, Graves & Associates, L.P., a management consulting
firm
|
Erwin,
Graves & Associates, L.P.
8201
Preston Rd, Suite 200
Dallas,
TX 75225
|
|
Mark
J. Morrison,
President
& CEO
|
Insurance
Company Executive
|
Hallmark
Financial Services, Inc.
777
Main St., Ste. 1000
Ft.
Worth, TX 76102
|
|
Jeffrey
R. Passmore,
Senior
Vice President and Chief Accounting Officer
|
Insurance
Company Executive
|
Hallmark
Financial Services, Inc.
777
Main St., Ste. 1000
Ft.
Worth, TX 76102
|
|
Kevin
T. Kasitz,
Executive
Vice President and Chief Operating Officer
|
Insurance
Company Executive
|
Hallmark
Financial Services, Inc.
777
Main St., Ste. 1000
Ft.
Worth, TX 76102
|
|
Brookland
F. Davis,
Executive
Vice President
|
Insurance
Company Executive
|
Hallmark
Financial Services, Inc.
777
Main St., Ste. 1000
Ft.
Worth, TX 76102
|
|
Donald
E. Meyer,
President
of Operating Unit
|
Insurance
Company Executive
|
Hallmark
Financial Services, Inc.
777
Main St., Ste. 1000
Ft.
Worth, TX 76102
|
|
Chris
Jones
President
of Operating Unit
|
Insurance
Company Executive
|
Hallmark
Financial Services, Inc.
777
Main St., Ste. 1000
Ft.
Worth, TX 76102
|
CUSIP
No. 725848 10
5 13D
;
Page 14 of 15 pages
Directors
and Executive Officers of American Hallmark Insurance Company of
Texas
|
Name
and Position
|
Present
Principal Occupation
|
Business
Address
|
|
Mark
E. Schwarz,
Director
|
Insurance
Company Executive (Hallmark Financial Services) and Principal, Newcastle
Capital Management, L.P., a private investment management
firm
|
Newcastle
Capital Management, L.P.
200
Crescent Ct., Ste. 1400
Dallas,
TX 75201
|
|
Mark
J. Morrison,
Director
& Executive Vice President
|
Insurance
Company Executive
|
Hallmark
Financial Services, Inc.
777
Main St., Ste. 1000
Ft.
Worth, TX 76102
|
|
Brookland
F. Davis,
Director
|
Insurance
Company Executive
|
Hallmark
Financial Services, Inc.
777
Main St., Ste. 1000
Ft.
Worth, TX 76102
|
|
Kevin
T. Kasitz,
Director
& President
|
Insurance
Company Executive
|
Hallmark
Financial Services, Inc.
777
Main St., Ste. 1000
Ft.
Worth, TX 76102
|
|
Jeffrey
R. Passmore,
Director,
CFO & Treasurer
|
Insurance
Company Executive
|
Hallmark
Financial Services, Inc.
777
Main St., Ste. 1000
Ft.
Worth, TX 76102
|
|
Cecil
R. Wise,
Director
& Secretary
|
Insurance
Company Executive
|
Hallmark
Financial Services, Inc.
777
Main St., Ste. 1000
Ft.
Worth, TX 76102
|
|
Christopher
J. Kenney,
Director
& Vice President
|
Insurance
Company Executive
|
Hallmark
Financial Services, Inc.
777
Main St., Ste. 1000
Ft.
Worth, TX 76102
|
CUSIP
No. 725848 10
5 13D
;
Page 15 of 15 pages
SCHEDULE
B
Transactions
in the Common Stock During the Past 60 Days
Mark
Schwarz
|
Transaction
Date
|
Buy/Sell
|
Quantity
(Shares)
|
Price
per Share ($)
|
|
1/20/09
|
Buy
|
2000
|
1.17
|
|
1/21/09
|
Buy
|
600
|
1.22
|
|
2/23/09
|
Buy
|
400
|
1.09
|
Clinton
Coleman
|
Transaction
Date
|
Buy/Sell
|
Quantity
(Shares)
|
Price
per Share ($)
|
|
1/29/09
|
Buy
|
151
|
1.12
|
|
1/30/09
|
Buy
|
1,602
|
1.12
|
|
2/26/09
|
Buy
|
14,000
|
1.13
|
American
Hallmark Insurance Company of Texas
|
Transaction
Date
|
Buy/Sell
|
Quantity
(Shares)
|
Price
per Share ($)
|
|
2/26/09
|
Buy
|
600
|
1.11
|
| 2/27/09 | Buy |
100
|
1.12 |
Exhibit
99.1
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 March 2, 2009
(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:
March 2, 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
|
|
|
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.
Swcharz
|
|
|
MARK
E. SCHWARZ
|
|
|
/s/
Clinton J.
Coleman
|
|
|
CLINTON
J. COLEMAN
|
|
|
HALLMARK
FINANCIAL SERVICES, INC.
|
|
|
By:
/s/ Mark E.
Schwarz
|
|
|
Name:
Mark E. Schwarz
|
|
|
Title:
Chairman
|
|
|
AMERICAN
HALLMARK INSURANCE COMPANY OF TEXAS
|
|
|
By:
/s/ Mark E.
Schwarz
|
|
|
Name:
Mark E. Schwarz
|
|
|
Title:
Director
|