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. 16)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)
January
6, 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 10 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).
CUSIP
No. 725848 10
5 13D
Page 2
of 10 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)
41.0%
|
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 725848 10
5
13D
Page
3 of 10 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)
41.0%
|
|
|
14
|
TYPE
OF REPORTING PERSON*
PN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 725848 10
5
13D
Page 4
of 10 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)
41.0%
|
|
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 725848 10
5
13D
Page 5
of 10 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
3,660,798
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
|
|
9
|
SOLE
DISPOSITIVE POWER
3,660,798
|
|
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,660,798
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.8%
|
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 725848 10
5
13D
Page
6 of 10 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
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*
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 10 pages
The
following statement constitutes Amendment No. 16 to the Schedule 13D filed by
the undersigned (the "Statement"). Except as specifically amended by
this Amendment No. 16, the Statement remains in full force and
effect.
Item
3. Source and Amount of
Funds
The first paragraph of Item 3 is hereby
amended and restated 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.
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 8,727,003 shares of Common Stock outstanding as
of November 11, 2008 as reported in the Company’s Form 10-Q as filed with the
Securities and Exchange Commission on November 12, 2008.
As of the
filing date of this Statement, NP beneficially owned 3,577,955 shares of Common
Stock, representing approximately 41.0% 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
41.0% 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 41.0% 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 41.0% of the issued and outstanding Common Stock. In
addition, Mr. Schwarz directly owns 52,843 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 41.8% 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.
(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.
CUSIP
No. 725848 10
5
13D
Page 8
of 10 pages
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 $1.93 (the closing price of the Common Stock as of
December 31, 2008) and (2) the purchase transaction set forth on Schedule A
(which was effected in the open market).
CUSIP
No. 725848 10
5
13D
Page 9
of 10 pages
SIGNATURES
After due inquiry and to the best of
his knowledge and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
|
Dated:
January 8, 2009
|
NEWCASTLE
PARTNERS, L.P.
|
|
By:
Newcastle Capital Management, L.P., its
|
|
|
general
partner
|
|
|
By:
Newcastle Capital Group, L.L.C., its
|
|
|
general
partner
|
|
|
By:
/s/ Mark E.
Schwarz
|
|
|
Mark
E. Schwarz, Managing Member
|
|
|
NEWCASTLE
CAPITAL MANAGEMENT, L.P.
|
|
|
By:
Newcastle Capital Group, L.L.C., its
|
|
|
general
partner
|
|
|
By:
/s/ Mark E.
Schwarz
|
|
|
Mark
E. Schwarz, Managing Member
|
|
|
NEWCASTLE
CAPITAL GROUP, L.L.C.
|
|
|
By:
/s/ Mark E.
Schwarz
|
|
|
Mark
E. Schwarz, Managing Member
|
|
|
/s/
Mark E.
Schwarz
|
|
|
MARK
E. SCHWARZ
|
|
|
/s/
Clinton J.
Coleman
|
|
|
CLINTON
J. COLEMAN
|
CUSIP
No. 725848 10
5
13D
Page 10
of 10 pages
SCHEDULE
A
Transactions
in the Common Stock During the Past 60 Days
Mark
Schwarz
|
Transaction
Date
|
Buy/Sell
|
Quantity
(Shares)
|
Price
per Share ($)
|
|
|
|||
|
12/2/08
|
Buy
|
400
|
1.62
|