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0001214782-10-000008.txt : 20100113
0001214782-10-000008.hdr.sgml : 20100113
20100113141740
ACCESSION NUMBER: 0001214782-10-000008
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20100113
DATE AS OF CHANGE: 20100113
SUBJECT COMPANY:
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
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-39686
FILM NUMBER: 10524789
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: NEWCASTLE PARTNERS L P
CENTRAL INDEX KEY: 0000932334
IRS NUMBER: 752574953
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 200 CRESCENT COURT
STREET 2: STE 1400
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214-661-7474
MAIL ADDRESS:
STREET 1: 200 CRESCENT COURT
STREET 2: STE 1400
CITY: DALLAS
STATE: TX
ZIP: 75201
SC 13D/A
1
hallmark-newcastle13da14.htm
NEWCASTLE PARTNERS, L.P. SC13D AMENDMENT NO. 14 ISSUED BY HALLMARK FINANCIAL SERVICES, INC.
hallmark-newcastle13da14.htm
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)
HALLMARK
FINANCIAL SERVICES, INC.
(Name of
issuer)
SHARES OF
COMMON STOCK, PAR VALUE $0.18 PER SHARE
(Title of
class of securities)
(CUSIP
number)
Mark E.
Schwarz
Newcastle
Capital Management, L.P.
200
Crescent Court, Suite 1400
Dallas,
Texas 75201
(Name,
address and telephone number of person
authorized
to receive notices and communications)
(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 which 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 the Notes).
|
1
|
NAME
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*
|
|
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
4,562,669
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEWCASTLE SPECIAL OPPORTUNITY
FUND I, 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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,643,965
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
1,643,965
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,643,965
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEWCASTLE SPECIAL OPPORTUNITY
FUND II, 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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,630,865
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
1,630,865
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,630,865
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
1
|
NAME
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)
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
7,839,899
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.9%
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
1
|
NAME
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*
|
|
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
7,839,899
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.9%
|
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
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*
|
|
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
8,496,215
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.2%
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEWCASTLE FOCUS FUND II,
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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
2,400
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
2,400
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400
|
|
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*
PN
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DETROIT STOKER
COMPANY
|
|
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)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
MICHIGAN
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
585,623
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
585,623
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
585,623
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
|
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DSC SERVICES
INC.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
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
DELAWARE
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
585,623
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
|
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
The
following constitutes Amendment No. 14 (“Amendment No. 14”) to the Schedule 13D
filed by the undersigned. This Amendment No. 14 amends the Schedule 13D as
specifically set forth herein. Capitalized terms used without definition shall
have the meanings given to such terms in the Schedule 13D.
Item
3. Source and Amount of Funds
or Other Consideration
Item 3 is hereby amended and restated in its entirety to
read as follows:
As of the filing date of this Amendment No. 14, NP had
invested $24,638,415 (inclusive of brokerage commissions) in shares of Common
Stock of the Issuer. The source of these 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 Amendment No. 14, NSOF I
had invested $12,550,000 (inclusive of brokerage commissions) in shares of
Common Stock of the Issuer. NSOF I’s initial investment was made in a
promissory note that was convertible into shares of Common Stock of the Issuer.
The source of these funds was the working capital of NSOF I. The
promissory note was fully converted into shares of Common Stock as of May 25,
2006, which such conversion did not require the payment of any additional
consideration.
As of the filing date of this Amendment No. 14, NSOF II
had invested $12,450,000 (inclusive of brokerage commissions) in
shares of Common Stock of the Issuer. NSOF II’s initial investment
was made in a promissory note that was convertible into shares of Common Stock
of the Issuer. The source of these funds was the working capital of NSOF
II. The promissory note was fully converted into shares of Common
Stock as of May 25, 2006, which such conversion did not require the payment of
any additional consideration.
As of the filing date of this Amendment No. 14, Mark
Schwarz had invested $331,404 (inclusive of brokerage commissions) in shares of
Common Stock of the Issuer. The source of these funds was the personal funds of
Mr. Schwarz.
As of the filing date of this Amendment No. 14,
NFF had invested $22,280 (inclusive of brokerage
commissions) in shares of Common Stock of the Issuer. The source of
these funds was the working capital of NFF.
As of the filing date of this Amendment No. 14, Detroit
Stoker had invested $4,272,265 (inclusive of brokerage commissions) in shares of
Common Stock of the Issuer. The source of these funds was the working
capital of Detroit Stoker. DSC does not directly own any shares of
Common Stock.
Item
5. Interest in Securities of
the Issuer
|
|
Item
5(a)-(b)
is hereby amended and restated to read as
follows:
|
The aggregate percentage of shares of Common Stock
reported to be owned by the Reporting Persons is based upon 20,113,670 shares
outstanding, which is the total number of
shares of Common Stock outstanding as of November 12, 2009, as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 12, 2009.
As of
the filing date of this Amendment No. 14,
NP beneficially owned 4,562,669 shares
of Common Stock, representing approximately 22.7%
of the issued and outstanding Common Stock of the Issuer.
As of the filing date of this Amendment No. 14,
NSOF I beneficially owned 1,643,965 shares of Common Stock, representing
approximately 7.9% of the issued and outstanding Common Stock of the
Issuer.
As of the filing date of this Amendment No. 14,
NSOF II beneficially owned 1,630,865 shares of Common Stock, representing
approximately 7.8% of the issued and outstanding Common Stock of the
Issuer.
As of the filing date of this Amendment No. 14,
NFF beneficially owned 2,400 shares of Common Stock, representing less
than 1% of the issued and outstanding Common Stock of the Issuer.
NCM, as the general partner of each of NP, NSOF I, NSOF
II and NFF, may be deemed to beneficially
own the 4,562,669 shares, 1,643,965 shares, 1,630,865 shares and 2,400
shares of Common Stock beneficially owned by NP, NSOF I, NSOF II and NFF,
respectively. In total, NCM may be
deemed to beneficially own shares representing
approximately 38.9% of the issued and outstanding Common Stock of the
Issuer.
NCG, as the general partner of NCM, which in turn is the
general partner of each of NP, NSOF I, NSOF II and NFF, may be deemed to beneficially own the 4,562,669 shares, 1,643,965 shares, 1,630,865 shares and 2,400
shares of Common Stock beneficially owned by NP, NSOF I, NSOF II and NFF,
respectively. In total, NCM may be deemed to beneficially own shares
representing approximately 38.9% of the issued and
outstanding Common Stock of the Issuer.
As of the filing date of this Amendment No. 14, Mark
Schwarz directly owned 51,526 shares of Common Stock and options to purchase
19,167 shares of Common Stock that are exercisable within 60
days of the filing date. As the managing member of NCG, the general
partner of NCM, which in turn is the general partner of each of NP, NSOF I, NSOF
II and NFF, Mr. Schwarz may also be deemed to beneficially own the
4,562,669 shares, 1,643,965 shares, 1,630,865 shares and 2,400
shares of Common Stock beneficially owned by NP, NSOF I, NSOF II and NFF,
respectively. In addition, since Mr. Schwarz and NCG together hold 100% of
outstanding shares of the DSC, which in turn is the parent company of Detroit
Stoker, Mr. Schwarz may also be deemed to own the 585,623 shares beneficially
owned by Detroit Stoker. In total, Mr. Schwarz may be deemed to beneficially own
shares representing 42.2% of the issued and outstanding Common Stock of the
Issuer.
As of the filing date of this Amendment No. 14,
Detroit Stoker beneficially owned 585,623
shares of Common Stock, representing 2.9% of the issued and outstanding
Common Stock of the Issuer. As the parent company of Detroit Stoker,
DSC may be deemed to own the 585,623 shares of Common Stock beneficially
owned by Detroit Stoker.
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.
By virtue
of his position with NP, NSOF I, NSOF II, NCM, NCG, NFF, DSC and Detroit Stoker,
Mr. Schwarz has the sole power to vote and dispose of the shares of Common Stock
reported in this statement.
Item 5(c) is hereby amended to add the
following:
Schedule
A hereto sets forth the transactions effected during the past sixty days by the
Reporting Persons (which transaction was effected in the open
market). On January 5, 2010, NP effected a distribution of a total of
179,190 shares of Common Stock to withdrawing partners of NP as of December 31,
2009. Other than the foregoing or as
previously reported, no other transactions were effected during the past sixty
days by the Reporting Persons.
SIGNATURES
After
reasonable 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:
January 8, 2010
|
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
Schwarz
|
|
|
Mark
Schwarz, Managing Member
|
|
|
|
|
|
NEWCASTLE
SPECIAL OPPORTUNITY FUND I, L.P.
|
|
|
|
|
|
By:
Newcastle Capital Management, L.P.,
|
|
|
its
general partner
|
|
|
By:
Newcastle Capital Group, L.L.C.,
|
|
|
its
general partner
|
|
|
|
|
|
|
|
|
Mark
Schwarz, Managing Member
|
|
|
|
|
|
NEWCASTLE
SPECIAL OPPORTUNITY FUND II, L.P.
|
|
|
|
|
|
By:
Newcastle Capital Management, L.P.,
|
|
|
its
general partner
|
|
|
By:
Newcastle Capital Group, L.L.C.,
|
|
|
its
general partner
|
|
|
|
|
|
|
|
|
Mark
Schwarz, Managing Member
|
|
|
|
|
|
NEWCASTLE
CAPITAL MANAGEMENT, L.P.
|
|
|
|
|
|
By:
Newcastle Capital Group, L.L.C.,
|
|
|
its
general partner
|
|
|
|
|
|
|
|
|
Mark
Schwarz, Managing Member
|
|
|
|
|
|
NEWCASTLE
CAPITAL GROUP, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
Mark
Schwarz, Managing Member
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Mark
Schwarz
|
|
|
MARK
SCHWARZ
|
|
|
|
|
|
|
|
|
|
|
|
NEWCASTLE
FOCUS FUND II, L.P.
|
|
|
|
|
|
By:
Newcastle Capital Management, L.P.,
|
|
|
its
general partner
|
|
|
By:
Newcastle Capital Group, L.L.C.,
|
|
|
its
general partner
|
|
|
|
|
|
|
|
|
Mark
Schwarz, Managing Member
|
|
|
|
|
|
DSC
SERVICES INC.
|
|
|
|
|
|
|
|
|
|
|
|
Mark
Schwarz, Chief Executive Officer
|
|
|
|
| |
|
|
|
DETROIT
STOKER COMPANY
|
|
|
|
|
|
|
|
|
|
|
|
Mark
Schwarz, Chief Executive Office
|
|
|
|
Transactions
in the Common Stock During the Past 60 Days
Detroit
Stoker Company
|
Transaction
Date
|
Buy/Sell
|
Quantity
(Shares)
|
Price
per Share ($)
|
|
|
|
|
|
|
11/15/09
|
Buy
|
150,000
|
7.69
|
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