-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SCjRGoW4L3aM8p5PJHbXis1ODxs6dFI+dryI0QOMPh1pVZnrjMibcBKnQ8bmsNRK WfMNQ8zjypzd6iNYl8iTRA== 0001214782-09-000098.txt : 20090409 0001214782-09-000098.hdr.sgml : 20090409 20090408180124 ACCESSION NUMBER: 0001214782-09-000098 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090409 DATE AS OF CHANGE: 20090408 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PIZZA INN INC /MO/ CENTRAL INDEX KEY: 0000718332 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 470654575 STATE OF INCORPORATION: MO FISCAL YEAR END: 0626 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34759 FILM NUMBER: 09740754 BUSINESS ADDRESS: STREET 1: 3551 PLANO PARKWAY CITY: THE COLONY STATE: TX ZIP: 75056 BUSINESS PHONE: 469-384-5000 MAIL ADDRESS: STREET 1: 3551 PLANO PARKWAY CITY: THE COLONY STATE: TX ZIP: 75056 FORMER COMPANY: FORMER CONFORMED NAME: PANTERAS CORP DATE OF NAME CHANGE: 19901126 FORMER COMPANY: FORMER CONFORMED NAME: CONCEPT DEVELOPMENT INC DATE OF NAME CHANGE: 19870212 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 pizzainn-newcastle13da18.htm SCHEDULE 13D/A NO. 18 pizzainn-newcastle13da18.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)

(Amendment No. 18)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)

April 7, 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 12 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.
CUSIP No. 725848 10 5

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*                                                                                                                                    
(a)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
 
TEXAS
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
2,884,494
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,884,494
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,884,494
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.8%
14
TYPE OF REPORTING PERSON*
 
PN
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!

2
CUSIP No. 725848 10 5

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
 
3,002,657
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,002,657
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,002,657
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
35.2%
14
TYPE OF REPORTING PERSON*
 
PN
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
3
CUSIP No. 725848 10 5

 
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
 
3,002,657
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,002,657
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,002,657
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
35.2%
14
TYPE OF REPORTING PERSON*
 
OO
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
4
CUSIP No. 725848 10 5

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
 
3,088,500
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,088,500
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,088,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
36.2%
14
TYPE OF REPORTING PERSON*
 
IN
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
5
CUSIP No. 725848 10 5
 

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!
 
6
CUSIP No. 725848 10 5
 

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
 
118,163
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
118,163
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
118,163
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON*
 
IC, CO
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
7
CUSIP No. 725848 10 5                                                                                                                     13D                                                      ;                                                                        Page 8 of 15 pages
CUSIP No. 725848 10 5
 
 

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
 
118,163
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
118,163
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
118,163
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON*
 
IC, CO
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
8
                                                                               
CUSIP No. 725848 10 5
 
The following statement constitutes Amendment No. 18 to the Schedule 13D filed by the undersigned (the "Statement").  Except as specifically amended by this Amendment No. 18, the Statement remains in full force and effect.


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 $7,377,120 (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 $120,526 (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 2,884,494 shares of Common Stock, representing approximately 33.8% of the issued and outstanding Common Stock.

NCM, as the general partner of NP, may be deemed to beneficially own the 2,884,494 shares of Common Stock beneficially owned by NP. In addition, because NCM may be deemed to own a controlling interest in Hallmark, and Hallmark is the parent company of AHIC, NCM may also be deemed to beneficially own the 118,163 shares of Common Stock beneficially by AHIC. In total, NCM may be deemed to own shares representing approximately 35.2% 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 2,884,494 shares of Common Stock beneficially owned by NP.  In addition, because NCM may be deemed to own a controlling interest in Hallmark, and Hallmark is the parent company of AHIC, NCG (as NCM’s general partner) may also be deemed to beneficially own the 118,163 shares of Common Stock beneficially by AHIC. In total, NCG may be deemed to own shares representing approximately 35.2% of the issued and outstanding Common Stock.

9
CUSIP No. 725848 10 5
 
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 2,884,494 shares of Common Stock beneficially owned by NP.  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. In addition, because NCM may be deemed to own a controlling interest in Hallmark, and Hallmark is the parent company of AHIC, Mr. Schwarz (as the managing member of NCG, the general partner of NCM) may also be deemed to beneficially own the 118,163 shares of Common Stock beneficially by AHIC. In total, Mr. Schwarz may be deemed to own shares representing approximately 36.2% 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.

As of the filing date of this Statement, AHIC beneficially owned 118,163 shares of Common Stock, representing approximately 1.4% of the issued and outstanding Common Stock. Hallmark, as the parent of AHIC, may also be deemed to beneficially own the 118,163 shares of Common Stock beneficially by AHIC, representing approximately 1.4% 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 purchase transactions set forth on Schedule A (which were effected in the open market) and (2) the distribution on April 7, 2009 of a total of 693,461 shares of Common Stock to withdrawing partners of NP as of March 31, 2009 at a price of $1.01 (the closing price of the Common Stock as of March 31, 2009).

 
 
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: April 8, 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


11
CUSIP No. 725848 10 5
 

SCHEDULE A

Transactions in the Common Stock During the Past 60 Days


Mark Schwarz

Transaction Date
Buy/Sell
Quantity (Shares)
Price per Share ($)
       
2/23/09
Buy
400
1.09
       

Clinton Coleman

Transaction Date
Buy/Sell
Quantity (Shares)
Price per Share ($)
       
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
3/4/09
Buy
4,342
1.07
3/11/09
Buy
5,100
1.04
3/13/09
Buy
389
1.06
3/23/09
Buy
14,200
1.05
3/24/09
Buy
10,800
1.05
3/26/09
Buy
16,114
1.05
3/27/09
Buy
2,300
1.01
3/30/09
Buy
2,314
1.00
3/31/09
Buy
10,000
1.01
4/2/09
Buy
6,000
1.08
4/3/09
Buy
400
1.13
4/6/09
Buy
17,728
1.10
4/7/09
Buy
27,776
1.05



12
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