SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on November 18, 2003
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. 6)1
PIZZA INN, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of class of securities)
725848 10 5
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(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
November 7, 2003
- --------------------------------------------------------------------------------
(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 26 Pages)
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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).
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CUSIP No. 725848 10 5 13D Page 2 of 26 pages
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================================================================================
1 NAMES 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* (a) / /
(b) / /
- --------------------------------------------------------------------------------
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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,583,780
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
0
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,583,780
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,583,780
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 725848 10 5 13D Page 3 of 26 pages
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================================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEWCASTLE CAPITAL MANAGEMENT, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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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) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,583,780
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
0
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,583,780
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,583,780
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 725848 10 5 13D Page 4 of 26 pages
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================================================================================
1 NAMES 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* (a) / /
(b) / /
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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) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,583,780
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
0
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,583,780
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,583,780
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 725848 10 5 13D Page 5 of 26 pages
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================================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MARK E. SCHWARZ
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO, PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,593,780
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
0
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,593,780
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,593,780
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 725848 10 5 13D Page 6 of 26 pages
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================================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEVEN J. PULLY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
0
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 725848 10 5 13D Page 7 of 26 pages
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================================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert B. Page
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
0
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 725848 10 5 13D Page 8 of 26 pages
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================================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ramon D. Phillips
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO, PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 44,863
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
0
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
44,863
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
44,863
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 725848 10 5 13D Page 9 of 26 pages
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================================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barry M. Barron, Sr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
0
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 725848 10 5 13D Page 10 of 26 pages
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The following statement constitutes Amendment No. 6 to the Schedule
13D filed by the undersigned (the "Statement"). Except as specifically amended
by this Amendment No. 6, the Statement remains in full force and effect.
Item 2 and Item 4 are hereby amended to add the following:
On October 27, 2003, NP delivered a letter to the Company (as filed
as an exhibit to Amendment No. 5 to this Statement) setting forth NP's
nomination of Steven J. Pully, Barry M. Barron, Sr. and Robert B. Page for
election to the Company's board of directors at the Company's annual meeting of
shareholders currently scheduled to take place on December 16, 2003 (the "Annual
Meeting") and NP's submission of certain shareholder proposals for consideration
at the Annual Meeting. On November 7, 2003, NP delivered a letter to the
Company, a copy of which is attached hereto and incorporated herein by
reference, supplementing the October 27, 2003 letter by substituting Ramon D.
Phillips for Robert B. Page as one of NP's nominees for election at the Annual
Meeting and reiterating its shareholder proposals for consideration at the
Annual Meeting. On November 11, 2003, NP delivered a letter to the Company, a
copy of which is attached hereto and incorporated herein by reference,
supplementing the October 27, 2003 and November 7, 2003 letters by substituting
Robert B. Page for Barry M. Barron, Sr. as one of NP's nominees for election at
the Annual Meeting such that NP's nominees for election at the Annual Meeting
are currently Messrs. Pully, Page and Phillips. Accordingly, NP, NCM, NCG and
Messrs. Schwarz, Pully, Phillips and Page now constitute the "Reporting Persons"
as used herein and Mr. Barron is no longer a "Reporting Person." The Reporting
Persons will continue filing as a group statements on Schedule 13D with respect
to their beneficial ownership of securities of the Company to the extent
required by law.
Ramon D. Phillips is retired. The address of Mr. Phillips is 7024
Rosebrook, Collyville, TX 76034. Mr. Phillips is a citizen of the United States.
Item 3 is hereby amended and restated as follows:
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
The net investment cost (including commissions, if any) of the
shares of Common Stock held directly by NP was approximately $8,623,816.76, all
of which was obtained from NP's working capital. The net investment cost of the
shares of Common Stock held directly by Mr. Schwarz (excludes shares of Common
Stock beneficially owned by NP that Mr. Schwarz may also be deemed to
beneficially own) was approximately $20,125.00, all of which was obtained from
personal funds of Mr. Schwarz.
The net investment cost (including commissions, if any) of the shares of Common
Stock beneficially owned by Mr. Phillips (excludes shares of Common Stock of the
Company issuable upon the exercise of options granted to Mr. Phillips in his
capacity as a former director of the Company) was approximately $144,400.00, all
of which was obtained from personal funds of Mr. Phillips and working capital of
Wholesale Software International, Inc. ("Wholesale Software").
None of NCM, NCG, Mr. Pully or Mr. Page directly owns any shares of
Common Stock.
Item 5(a) is hereby amended and restated as follows:
(a) The aggregate percentage of shares of Common Stock reported to
be owned by the Reporting Persons is based upon 10,068,674 shares of Common
Stock outstanding as of October 17, 2003, as reported in the Company's proxy
statement as filed with the Securities and Exchange Commission on October 27,
2003.
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CUSIP No. 725848 10 5 13D Page 11 of 26 pages
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As of the filing date of this Statement, NP beneficially owned
3,583,780 shares of Common Stock, representing approximately 35.6% of the
Company's issued and outstanding Common Stock.
NCM, as the general partner of NP, may be deemed to beneficially own
the 3,583,780 shares of Common Stock beneficially owned by NP, representing
approximately 35.6% 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 3,583,780 shares of
Common Stock beneficially owned by NP, representing approximately 35.6% 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 3,583,780 shares of Common Stock beneficially owned by NP,
representing approximately 35.6% of the issued and outstanding Common Stock. In
addition, Mr. Schwarz directly owns 10,000 shares of Common Stock, which,
together with the Common Stock held by NP, represents approximately 35.7% of the
issued and outstanding Common Stock.
As of the filing date of this Statement, Ramon D. Phillips
beneficially owned 44,863 shares of Common Stock, consisting of 16,880 shares
owned directly by Mr. Phillips, 22,650 shares issuable upon the exercise of
options owned by Mr. Phillips, and 5,333 shares owned directly by Wholesale
Software, representing in the aggregate approximately 0.4% of the Company's
issued and outstanding Common Stock. Mr. Phillips is a shareholder, director and
executive officer of Wholesale Software and may be deemed to beneficially own
the shares of the Company owned by Wholesale Software by virtue of his sole
authority to vote and dispose of such shares.
Steven J. Pully and Robert B. Page currently do not own any shares
of Common Stock.
The Reporting Persons have formed a group for purposes of Section
13(d)(3) and Rule 13d-5(b)(1) of the Act. In the aggregate, the Reporting
Persons may be deemed to own beneficially (and may be deemed to have shared
voting and dispositive power over) 3,638,643 shares of Common Stock,
constituting approximately 36.1% of the Common Stock outstanding.
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.
Item 5(b)is hereby amended and restated as follows:
(b) By virtue of his position with NP, NCM and NCG, Mark Schwarz has
the sole power to vote and to dispose of the 3,593,780 shares of Common Stock,
or 35.7% of the issued and outstanding shares of Common Stock, beneficially
owned by the Newcastle Control Persons.
Ramon D. Phillips has the sole power to vote and to dispose of the
16,880 shares of Common Stock held directly by Mr. Phillips and the 5,333 shares
of Common Stock held by Wholesale Software, or, together with the shares
underlying options owned by Mr. Phillips, 0.4% of the issued and outstanding
shares of Common Stock.
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CUSIP No. 725848 10 5 13D Page 12 of 26 pages
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Item 5(c) is hereby amended to add the following:
(c) See Item 6 for a description of a transaction between NP and Mr.
Phillips in shares of Common stock of the Company that occurred during the past
60 days.
Item 6 is hereby amended to add the following:
On November 7, 2003, Ramon Phillips sold 15,680 shares of Common
Stock of the Company to NP in a private transaction for $2.75 per share.
On November 17, 2003, the Joint Filing and Solicitation Agreement
dated October 31, 2003 (as filed as an exhibit to Amendment No. 5 to this
Statement), was amended whereby Ramon D. Phillips agreed to be a party to such
agreement and Barry M. Barron, Sr. agreed to withdraw as a party to such
agreement. Accordingly, Barry M. Barron, Sr. is no longer a member of the group
comprised of the Reporting Persons for purposes of Section 13(d)(3) and Rule
13d-5(b)(1) of the Act. A copy of the amendment is filed as an exhibit hereto
and incorporated herein by reference.
Item 7 is hereby amended to add the following exhibits:
9. Letter from Newcastle Partners, L.P. to Pizza Inn, Inc. dated
November 7, 2003.
10. Letter from Newcastle Partners, L.P. to Pizza Inn, Inc. dated
November 11, 2003.
11. Amendment No. 1 to Joint Filing and Solicitation Agreement
dated as of November 17, 2003 by and among Newcastle Partners,
L.P., Newcastle Capital Management, L.P., Newcastle Capital
Group, L.L.C., Mark E. Schwarz, Steven J. Pully, Barry M.
Barron, Sr., Robert B. Page and Ramon D. Phillips.
[Signature Page Follows]
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CUSIP No. 725848 10 5 13D Page 13 of 26 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: November 17, 2003 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/ Steven J. Pully
-------------------------------------------
STEVEN J. PULLY
/s/ Robert B. Page
-------------------------------------------
ROBERT B. PAGE
/s/ Ramon D. Phillips
-------------------------------------------
RAMON D. PHILLIPS
/s/ Barry M. Barron
-------------------------------------------
BARRY M. BARRON, SR.
- ----------------------- --------------------
CUSIP No. 725848 10 5 13D Page 14 of 26 pages
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EXHIBIT INDEX
-------------
EXHIBIT PAGE
------- ----
1. Joint Filing Agreement dated as of December 11, 2002 by and --
among Newcastle Partners, L.P., Newcastle Capital Group,
L.L.C., Newcastle Capital Management, L.P. and Mark E. Schwarz
(previously filed).
2. Omnibus Agreement dated as of December 6, 2002 by and between --
Newcastle Partners, L.P. and C. Jeffrey Rogers (previously
filed).
3. Promissory Note dated December 6, 2002 in the aggregate --
principal amount of $7,373,726.42 made by C. Jeffrey Rogers in
favor of Newcastle Partners, L.P. (previously filed).
4. Pledge Agreement dated December 6, 2002 by and between C. --
Jeffrey Rogers and Newcastle Partners, L.P. (previously filed).
5. Agreement by and between Pizza Inn, Inc. and Newcastle --
Partners, L.P. dated December 18, 2002 (previously filed).
6. Joint Filing Agreement dated as of December 20, 2002 by and --
among Newcastle Partners, L.P., Newcastle Capital Group,
L.L.C., Newcastle Capital Management, L.P., Mark E. Schwarz and
Steven J. Pully (previously filed).
7. Letter from Newcastle Partners, L.P. to Pizza Inn, Inc. dated --
October 27, 2003 (previously filed).
8. Joint Filing and Solicitation Agreement dated as of October 31, --
2003 by and among Newcastle Partners, L.P., Newcastle Capital
Management, L.P., Newcastle Capital Group, L.L.C., Mark E.
Schwarz, Steven J. Pully, Barry M. Barron, Sr. and Robert B.
Page (previously filed).
9. Letter from Newcastle Partners, L.P. to Pizza Inn, Inc. dated
November 7, 2003. 15 to 19
10. Letter from Newcastle Partners, L.P. to Pizza Inn, Inc. dated
November 11, 2003. 20 to 24
11. Amendment No. 1 to Joint Filing and Solicitation Agreement
dated as of November 17, 2003 by and among Newcastle Partners,
L.P., Newcastle Capital Management, L.P., Newcastle Capital
Group, L.L.C., Mark E. Schwarz, Steven J. Pully, Barry M.
Barron, Sr., Robert B. Page and Ramon D. Phillips. 25 to 26
- ----------------------- --------------------
CUSIP No. 725848 10 5 13D Page 15 of 26 pages
- ----------------------- --------------------
November 7, 2003
BY MESSENGER AND FAX
- --------------------
Keith Clark
Secretary
Pizza Inn, Inc.
3551 Plano Parkway
The Colony, Texas 75056
Re: Notice of Intention to Nominate Substitute Nominee
for Election as Director at the 2003 Annual
Meeting of Shareholders of Pizza Inn, Inc. ("Pizza
Inn" or the "Company")
Dear Mr. Clark:
Reference is made to our letter of October 27, 2003 (the "Original
Nomination Letter") relating to our nomination of Steven J. Pully, Barry M.
Barron, Sr. and Robert B. Page for election to the Board of Directors of Pizza
Inn (the "Pizza Inn Board") at the next annual meeting of shareholders of the
Company, or any other meeting of shareholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the "Annual
Meeting"). This letter shall supplement the Original Nomination Letter by
substituting Ramon D. Phillips for Robert B. Page as one of our nominees for
election at the Annual Meeting.
Information required by Section 6, Article IV of the Company's bylaws with
respect to Newcastle Partners, L.P. ("Newcastle") is set forth below:
Newcastle, a Texas limited partnership, is the beneficial owner
and/or owner of record of 3,583,780 shares of common stock, $.01 par
value per share, of Pizza Inn (the "Common Stock"). Newcastle holds
certain of its shares of Common Stock through the Depository Trust
Company, whose address is 55 Water Street, 50th Floor, New York, New
York 10041. Newcastle's current address is 300 Crescent Court, Suite
1110, Dallas, Texas 75201.
Information required by Section 6, Article IV of the Company's bylaws with
respect to Mr. Phillips is set forth below:
(i) the name, age, business address and residence address of the
nominee:
- ----------------------- --------------------
CUSIP No. 725848 10 5 13D Page 16 of 26 pages
- ----------------------- --------------------
Ramon D. Phillips, age 70
Business address:
7024 Rosebrook
Collyville, TX 76034
Residence address:
7024 Rosebrook
Collyville, TX 76034
(ii) the principal occupation or employment of the nominee:
Mr. Phillips is retired; he is also a shareholder, together with
others, in an entity that controls a Pizza Inn franchise.
(iii) the class and number of shares of capital stock of the Company
which are beneficially owned by the nominee:
Mr. Phillips owns 22,213 shares of Common Stock of the Company;
he has sole voting power over all of such shares, but shares
ownership through an ownership position in Wholesale Software
International, Inc. over 5,333 of such shares. Mr. Phillips also
owns options to acquire 22,650 shares. Effective November 7,
2003, Mr. Phillips sold in a private transaction 15,680 shares
to Newcastle for $2.75 per share.
(iv) any other information related to the nominee that is required to
be disclosed in solicitations for proxies for election of
directors pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended:
Ramon D. Phillips is the former Chairman of the Board, President
and Chief Executive Officer of Hallmark Financial Services,
Inc., a financial services company. He served as Chairman and
Chief Executive Officer of Hallmark from 1989 through March
2001, and as Chairman through August 2001. Prior to Hallmark,
Mr. Phillips had over fifteen years of experience in the
franchise restaurant industry, serving in executive positions
with Kentucky Fried Chicken (1969-1974) and Pizza Inn
(1974-1989). He was elected a director of Pizza Inn in 1990 and
served through December 2002. He was appointed to the position
of advisory director in December 2002.
Except as otherwise set forth herein in this notice, as of the
date hereof, Mr. Phillips (i) has not been convicted in a
criminal proceeding (excluding traffic violations or similar
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CUSIP No. 725848 10 5 13D Page 17 of 26 pages
- ----------------------- --------------------
misdemeanors) in the past ten years; (ii) does not own any
securities of Pizza Inn, or any parent or subsidiary of Pizza
Inn, directly or indirectly, beneficially or of record, and has
not purchased or sold any securities of Pizza Inn within the
past two years, and none of his associates beneficially owns,
directly or indirectly, any securities of Pizza Inn; (iii) does
not own any securities of Pizza Inn, or any parent or subsidiary
of Pizza Inn, of record but not beneficially; (iv) is not, and
was not within the past year, a party to any contract
arrangement or understanding with any person with respect to any
securities of Pizza Inn, including, but not limited to, joint
ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or
profits or the giving or withholding of proxies; (v) has no, and
his associates or any member of his immediate family have no (a)
employment with Pizza Inn or its affiliates or (b) material
interest, direct or indirect in any transaction, or series of
similar transactions, to which Pizza Inn or any of its
subsidiaries was, is or will be a party to and in which the
amount involved exceeds $60,000.00; (vi) has no, and his
associates have no arrangements or understandings with any
person pursuant to which he was or is to be selected as a
director, nominee or officer of Pizza Inn; (vii) has no
substantial interest in the matters to be acted on at the Annual
Meeting, except his interest in being nominated and elected as a
director; and (viii) has not been a party to a legal proceeding
described in Item 401(f) of Regulation S-K of the Securities
Exchange Act of 1934 in the past five years.
Mr. Phillips has consented to be named as a nominee in this notice,
to be named as a nominee in any proxy statement filed by Newcastle and to serve
as a director of the Company if so elected. Such consent is attached hereto as
Exhibit A.
If this notice shall be deemed for any reason by a court of
competent jurisdiction to be ineffective with respect to the nomination of Mr.
Phillips at the Annual Meeting, or if Mr. Phillips shall be unable to serve for
any reason, this Notice shall continue to be effective with respect to
Newcastle's remaining nominees and as to any replacement nominee selected by
Newcastle.
Except as set forth herein, nothing in this letter shall in any way
modify or otherwise alter the intention and prior delivery of the Original
Nomination Letter with respect to Newcastle's nomination of directors and
submission of shareholder proposals at the Annual Meeting. We have reviewed your
letter of October 29, 2003 to our counsel in which you take issue with the "lack
of specificity" of the shareholder proposals submitted via the Original
Nomination Letter. We believe that the shareholder proposals are described with
sufficient specificity in the Original Nomination Letter for purposes of
complying with applicable laws. While we believe that the Original Nomination
Letter adequately described Newcastle's shareholder proposals submitted for
approval at the Annual Meeting, and without prejudice to any of Newcastle's
rights to bring forth any shareholder proposals at the Annual Meeting, the
shareholder proposals are as follows:
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CUSIP No. 725848 10 5 13D Page 18 of 26 pages
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o the adoption of a resolution repealing the amendment to Article
III, Section 7, new Article III, Section 13 and new Article IV,
Section 6 of the Amended and Restated Bylaws of Pizza Inn
adopted by the Pizza Inn Board on December 18, 2002; and
o the adoption of a resolution recommending to the Pizza Inn Board
that Pizza Inn reimburse Newcastle for all expenses (including
any litigation expenses) it incurs in connection with its
solicitation of proxies for the Annual Meeting.
Please address any correspondence to Newcastle Partners, L.P., 300
Crescent Court, Suite 1110, Dallas, Texas 75201, Attention: Mark E. Schwarz,
telephone (214) 661-7474, facsimile (214) 661-7475 (with a copy to our counsel,
Olshan Grundman Frome Rosenzweig & Wolosky LLP, 505 Park Avenue, New York, New
York 10022, Attention: Steve Wolosky, Esq., telephone (212) 753-7200, facsimile
(212) 755-1467).
Very truly yours,
NEWCASTLE PARTNERS, L.P.
By: Newcastle Capital Management, L.P.
its General Partner
By: Newcastle Capital Group, L.L.C.
its General Partner
/s/ Mark E. Schwarz
-------------------------------------------
Mark E. Schwarz
Managing Member
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CUSIP No. 725848 10 5 13D Page 19 of 26 pages
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EXHIBIT A
Ramon D. Phillips
7024 Rosebrook
Collyville, TX 76034
November 5, 2003
Keith Clark
Secretary
Pizza Inn, Inc.
3551 Plano Parkway
The Colony, Texas 75056
Dear Mr. Clark:
You are hereby notified that the undersigned consents to (i) being named as a
nominee in the notice provided by Newcastle Partners, L.P. ("Newcastle") of its
intention to nominate the undersigned as a director of Pizza Inn, Inc. ("Pizza
Inn") at the 2003 annual meeting of stockholders scheduled to be held on
December 16, 2003, or any other meeting of stockholders held in lieu thereof,
and any adjournments, postponements, reschedulings or continuations thereof (the
"Meeting"), (ii) being named as a nominee in any proxy statement filed by
Newcastle in connection with the solicitation of proxies or written consents for
election of the undersigned at the Meeting, and (iii) serving as a director of
Pizza Inn if elected at the Meeting.
Very truly yours,
/s/ Ramon D. Phillips
---------------------
Ramon D. Phillips
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CUSIP No. 725848 10 5 13D Page 20 of 26 pages
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November 11, 2003
BY MESSENGER AND FAX
Keith Clark
Secretary
Pizza Inn, Inc.
3551 Plano Parkway
The Colony, Texas 75056
Re: Notice of Intention to Nominate Substitute Nominee
for Election as Director at the 2003 Annual
Meeting of Shareholders of Pizza Inn, Inc. ("Pizza
Inn" or the "Company")
Dear Mr. Clark:
Reference is made to our letter of October 27, 2003 as supplemented
by our letter of November 7, 2003 (together, the "Nomination Letters") relating
to our nomination of Steven J. Pully, Barry M. Barron, Sr. and Ramon D. Phillips
for election to the Board of Directors of Pizza Inn (the "Pizza Inn Board") at
the next annual meeting of shareholders of the Company, or any other meeting of
shareholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"). This letter shall
supplement the Nomination Letters by substituting Robert B. Page for Barry M.
Barron, Sr. as one of our nominees for election at the Annual Meeting.
Information required by Section 6, Article IV of the Company's bylaws with
respect to Newcastle Partners, L.P. ("Newcastle") is set forth below:
Newcastle, a Texas limited partnership, is the beneficial owner
and/or owner of record of 3,583,780 shares of common stock, $.01 par
value per share, of Pizza Inn (the "Common Stock"). Newcastle holds
certain of its shares of Common Stock through the Depository Trust
Company, whose address is 55 Water Street, 50th Floor, New York, New
York 10041. Newcastle's current address is 300 Crescent Court, Suite
1110, Dallas, Texas 75201.
Information required by Section 6, Article IV of the Company's bylaws with
respect to Mr. Page is set forth below:
(i) the name, age, business address and residence address of the
nominee:
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CUSIP No. 725848 10 5 13D Page 21 of 26 pages
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Robert B. Page, 44
Business address: 6515 Ringgold Road
East Ridge, Tenn. 37412
Residence address: 4715 Conner Creek Drive
Signal Mountain, Tenn. 37377
(ii) the principal occupation or employment of the nominee:
Shoney's, Inc. franchisee
(iii) the class and number of shares of capital stock of the Company
which are beneficially owned by the nominee:
None
(iv) any other information related to the nominee that is required
to be disclosed in solicitations for proxies for election of
directors pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended:
Since August 2003, Mr. Page has been a franchisee of Shoney's,
Inc., an owner, operator and franchisor of restaurants. From
November 2000 until September 2002, Mr. Page was Chief
Operations Officer of Gordon Biersch Brewery Restaurants,
Inc., an operator of brewery style restaurants, and from 1993
through 1998, he worked for Romacorp, Inc., a restaurant
holding company which owned Tony Roma's, where he was Chief
Executive Officer and a board member from 1998 through 2000
and President and Chief Operations Officer from 1993 through
1998. From 1988 through 1993, he worked for NPC International,
Inc., which owned approximately 370 Pizza Hut franchisees, and
was Senior Vice President of Operations from 1991 through
1993. Prior to working for NPC, he also worked in the food
service industry for Rally's Hamburgers, Godfather's Pizza,
Luther's BBQ and Pizza Hut, Inc., holding such positions as
area supervisor, district manager and restaurant manager.
Except as otherwise set forth herein in this notice, as of the
date hereof, Mr. Page (i) has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) in the past ten years; (ii) does not own any
securities of Pizza Inn, or any parent or subsidiary of Pizza
Inn, directly or indirectly, beneficially or of record, and
has not purchased or sold any securities of Pizza Inn within
the past two years, and none of his associates beneficially
owns, directly or indirectly, any securities of Pizza Inn;
(iii) does not own any securities of Pizza Inn, or any parent
or subsidiary of Pizza Inn, of record but not beneficially;
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CUSIP No. 725848 10 5 13D Page 22 of 26 pages
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(iv) is not, and was not within the past year, a party to any
contract arrangement or understanding with any person with
respect to any securities of Pizza Inn, including, but not
limited to, joint ventures, loan or option arrangements, puts
or calls, guarantees against loss or guarantees of profit,
division of losses or profits or the giving or withholding of
proxies; (v) has no, and his associates or any member of his
immediate family have no (a) employment with Pizza Inn or its
affiliates or (b) material interest, direct or indirect in any
transaction, or series of similar transactions, to which Pizza
Inn or any of its subsidiaries was, is or will be a party to
and in which the amount involved exceeds $60,000.00; (vi) has
no, and his associates have no arrangements or understandings
with any person pursuant to which he was or is to be selected
as a director, nominee or officer of Pizza Inn; (vii) has no
substantial interest in the matters to be acted on at the
Annual Meeting, except his interest in being nominated and
elected as a director; and (viii) has not been a party to a
legal proceeding described in Item 401(f) of Regulation S-K of
the Securities Exchange Act of 1934 in the past five years.
Mr. Page has consented to be named as a nominee in this notice, to
be named as a nominee in any proxy statement filed by Newcastle and to serve as
a director of the Company if so elected. Such consent is attached hereto as
Exhibit A.
If this notice shall be deemed for any reason by a court of
competent jurisdiction to be ineffective with respect to the nomination of Mr.
Page at the Annual Meeting, or if Mr. Page shall be unable to serve for any
reason, this notice shall continue to be effective with respect to Newcastle's
remaining nominees and as to any replacement nominee selected by Newcastle.
Except as set forth herein, nothing in this letter shall in any way
modify or otherwise alter the intention and prior delivery of the Nomination
Letters with respect to Newcastle's nomination of directors and submission of
shareholder proposals at the Annual Meeting.
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CUSIP No. 725848 10 5 13D Page 23 of 26 pages
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Please address any correspondence to Newcastle Partners, L.P., 300
Crescent Court, Suite 1110, Dallas, Texas 75201, Attention: Mark E. Schwarz,
telephone (214) 661-7474, facsimile (214) 661-7475 (with a copy to our counsel,
Olshan Grundman Frome Rosenzweig & Wolosky LLP, 505 Park Avenue, New York, New
York 10022, Attention: Steve Wolosky, Esq., telephone (212) 753-7200, facsimile
(212) 755-1467).
Very truly yours,
NEWCASTLE PARTNERS, L.P.
By: Newcastle Capital Management, L.P.
its General Partner
By: Newcastle Capital Group, L.L.C.
its General Partner
/s/ Mark E. Schwarz
-------------------
Mark E. Schwarz
Managing Member
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CUSIP No. 725848 10 5 13D Page 24 of 26 pages
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EXHIBIT A
Robert B. Page
4715 Conner Creek Drive
Signal Mountain, Tenn. 37377
November 11, 2003
Keith Clark
Secretary
Pizza Inn, Inc.
3551 Plano Parkway
The Colony, Texas 75056
Dear Mr. Clark:
You are hereby notified that the undersigned consents to (i) being named as a
nominee in the notice provided by Newcastle Partners, L.P. ("Newcastle") of its
intention to nominate the undersigned as a director of Pizza Inn, Inc. ("Pizza
Inn") at the 2003 annual meeting of stockholders scheduled to be held on
December 16, 2003, or any other meeting of stockholders held in lieu thereof,
and any adjournments, postponements, reschedulings or continuations thereof (the
"Meeting"), (ii) being named as a nominee in any proxy statement filed by
Newcastle in connection with the solicitation of proxies or written consents for
election of the undersigned at the Meeting, and (iii) serving as a director of
Pizza Inn if elected at the Meeting.
Very truly yours,
/s/ Robert B. Page
------------------
Robert B. Page
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CUSIP No. 725848 10 5 13D Page 25 of 26 pages
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AMENDMENT NO. 1
TO
JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, Newcastle Partners, L.P., a Texas limited partnership
("Newcastle Partners"), Newcastle Capital Management, L.P., a Texas limited
partnership ("Newcastle Management"), Newcastle Capital Group, L.L.C., a Texas
limited liability company ("Newcastle Group"), Mark E. Schwarz, Steven J. Pully,
Barry M. Barron, Sr. and Robert B. Page are parties to that certain Joint Filing
and Solicitation Agreement dated October 31, 2003 (the "Agreement") with respect
to Pizza Inn, Inc., a Missouri corporation (the "Company");
WHEREAS, Newcastle Partners has, among other things, nominated
Steven J. Pully, Barry M. Barron, Sr. and Robert B. Page as nominees for
election to the Board of Directors of the Company at the 2003 annual meeting of
shareholders of the Company scheduled to be held on December 16, 2003, or any
other meeting of shareholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting");
WHEREAS, Newcastle Partners substituted Ramon D. Phillips for Robert
B. Page and subsequently substituted Robert B. Page for Barry M. Barron, Sr. as
its nominees for election at the Annual Meeting, such that Steven J. Pully,
Robert B. Page and Ramon D. Phillips now constitute Newcastle Partners'
nominees;
WHEREAS, Ramon D. Phillips has agreed to be a party to the Agreement
and Barry M. Barron, Sr. has agreed to withdraw as a party to the Agreement.
NOW, IT IS AGREED, as of this 17th day of November 2003, by the
parties hereto:
1. The definition of "Nominees" as such term is used in the
Agreement is hereby amended to constitute Steven J. Pully, Robert B.
Page and Ramon D. Phillips.
2. Ramon D. Phillips is hereby made a party to the Agreement and
Barry M. Barron, Sr. hereby withdraws as a party to the Agreement
and shall have no further obligations or rights thereunder.
3. Except as modified above, the terms and conditions of the
Agreement are hereby confirmed and shall remain in full force and
effect.
[Signature Page Follows]
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CUSIP No. 725848 10 5 13D Page 26 of 26 pages
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to Joint Filing and Solicitation Agreement to be executed as of the day
and year first above written.
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/ Steven J. Pully
-------------------------------------------
STEVEN J. PULLY
/s/ Robert B. Page
-------------------------------------------
ROBERT B. PAGE
/s/ Ramon D. Phillips
-------------------------------------------
RAMON D. PHILLIPS