SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
NEWCASTLE PARTNERS L P

(Last) (First) (Middle)
300 CRESCENT COURT SUITE 1110

(Street)
DALLAS TX 75201

(City) (State) (Zip)
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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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, $0.01 par value per share 11/07/2003 P 15,680 A $2.75 3,583,780 D(1)
Common Stock, $.01 par value per share 10,000 D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
1. Name and Address of Reporting Person*
NEWCASTLE PARTNERS L P

(Last) (First) (Middle)
300 CRESCENT COURT SUITE 1110

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NEWCASTLE CAPITAL MANAGEMENT LP

(Last) (First) (Middle)
300 CRESCENT COURT SUITE 1110

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NEWCASTLE CAPITAL GROUP LLC

(Last) (First) (Middle)
300 CRESCENT COURT SUITE 1110

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCHWARZ MARK E

(Last) (First) (Middle)
300 CRESCENT COURT SUITE 1110

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PULLY STEVEN J

(Last) (First) (Middle)
300 CRESCENT COURT STE 1110

(Street)
DALLAS TX 75201

(City) (State) (Zip)
Explanation of Responses:
1. Owned directly by Newcastle Partners, L.P. ("NP"). Newcastle Capital Management, L.P. ("NCM") is the general partner of NP, Newcastle Capital Group, L.L.C. ("NCG") is the general partner of NCM and Mark E. Schwarz ("Schwarz") is the managing member of NCG. Accordingly, each of NCM, NCG and Schwarz may be deemed to beneficially own 3,583,780 shares of Common Stock owned by NP. The reporting persons are members of a Section 13(d) group. NP disclaims beneficial ownership of any shares owned by any other member of the group. Schwarz, NCM and NCG disclaim beneficial ownership of the 3,583,780 shares owned by NP, except to the extent of their pecuniary interest therein, and any other shares owned by any other member of the group.
2. Owned directly by Schwarz
Remarks:
This Form 4 is jointly filed by NP, NCM, NCG, Schwarz and Steven J. Pully ("Pully") who is an employee of NCM. Schwarz and Pully are each a director of the issuer. The foregoing reporting persons are members of a Section 13(d) group together with two other individuals nominated by NP for election to the issuer's board of directors at its next annual meeting of shareholders. Mr. Pully disclaims benficial ownership of shares of the issuer held by any other member of the group.
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 11/12/2003
Newcastle Capital Management, L.P., By: Newcastle Capital Group, L.L.C., its general partner, By: /s/ Mark E. Schwarz, its managing member 11/12/2003
Newcastle Capital Group, L.L.C., By: /s/ Mark E. Schwarz, its managing member 11/12/2003
/s/ Mark E. Schwarz 11/12/2003
/s/ Steven J. Pully 11/12/2003
** 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).
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