|
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
OMB APPROVAL
OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5 |
|
|
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
|
|
1. Name and Address of Reporting Person
*
AMERICAN HALLMARK INSURANCE Co OF TEXAS |
2. Issuer Name
and
Ticker or Trading Symbol
PIZZA INN INC /MO/ [ PZZI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __ X __ Other (specify below) see attached explanation |
|
777 MAIN STREET, SUITE 1000, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
|
FORT WORTH, TX 76102 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person |
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
||||||||||
|
1.Title of Security
(Instr. 3) |
2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 1/28/2010 | P | 6800 | A | $1.65 | 476984 | D (1) (2) | |||
|
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
|||||||||||||||
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: | |
| (1) | Purchase made by American Hallmark Insurance Company of Texas (AHIC). The Reporting Persons are members of a "group" for purposes of Section 13d3 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 13d group. The Section 13d group consists of Newcastle Partners LP (NP), Newcastle Capital Management LP (NCM), Newcastle Capital Group LLC (NCG), Hallmark Financial Services Inc. (Hallmark), AHIC, Mark E. Schwarz and Clinton J. Coleman. Each Reporting Person disclaims beneficial ownership of the shares of the Issuer's Common Stock owned by the other members of the Section 13d group except to the extent of its pecuniary interest therein. |
| (2) | NCM is the general partner of each of NP. 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 NP. In addition, Hallmark is the parent company of AHIC and, accordingly, may be deemed to beneficially own the shares directly owned by AHIC. |
|
Reporting Owners
|
|||||
| Reporting Owner Name / Address |
|
||||
| Director | 10% Owner | Officer | Other | ||
|
AMERICAN HALLMARK INSURANCE Co OF TEXAS
777 MAIN STREET, SUITE 1000 FORT WORTH, TX 76102 |
|
|
|
see attached explanation | |
|
NEWCASTLE CAPITAL MANAGEMENT LP
200 CRESCENT COURT STE 1400 DALLAS, TX 75201 |
|
|
|
see attached explanation | |
|
NEWCASTLE CAPITAL GROUP LLC
200 CRESCENT COURT STE 1400 DALLAS, TX 75201 |
|
|
|
see attached explanation | |
|
HALLMARK FINANCIAL SERVICES INC
777 MAIN STREET STE 1000 FORT WORTH, TX 76102 |
|
|
|
see attached explanation | |
|
SCHWARZ MARK E
200 CRESCENT COURT STE 1400 DALLAS, TX 75201 |
X | X | Chairman | see attached explanation | |
|
Coleman Clinton J
C/O NEWCASTLE CAPITAL MANAGEMENT, L.P. 200 CRESCENT COURT, SUITE 1400 DALLAS, TX 75201 |
X |
|
|
see attached explanation | |
|
NEWCASTLE PARTNERS L P
200 CRESCENT COURT STE 1400 DALLAS, TX 75201 |
|
|
|
see attached explanation | |
|
Signatures
|
||
| American Hallmark Insurance Company of Texas | 2/1/2010 | |
| ** Signature of Reporting Person |
Date
|
|
| 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 | 2/1/2010 | |
| ** Signature of Reporting Person |
Date
|
|
| Newcastle Capital Group, L.L.C. its general partner, By: /s/ Mark E. Schwarz, its managing member | 2/1/2010 | |
| ** Signature of Reporting Person |
Date
|
|
| Hallmark Financial Services, Inc. | 2/1/2010 | |
| ** Signature of Reporting Person |
Date
|
|
| /s/ Mark E. Schwarz | 2/1/2010 | |
| ** Signature of Reporting Person |
Date
|
|
| /s/ Clinton J. Coleman | 2/1/2010 | |
| ** Signature of Reporting Person |
Date
|
|
| 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 | 2/1/2010 | |
| ** Signature of Reporting Person |
Date
|
|
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |