SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on April 9, 2009
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
725848 10
5
STEVEN
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65 East
55th
Street
New York,
New York 10022
(212)
451-2300
authorized
to receive notices and communications)
April 7,
2009
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)
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
|
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
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*
|
|
|
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