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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Kmg Amer Corp | NYSE:KMA | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
KMG
America Corp.
|
(Name
of Issuer)
|
Common
Stock, par value $.01 per share
|
(Title
of Class of Securities)
482563103
|
(CUSIP
Number)
|
September
20, 2007
|
(Date
of Event Which Requires Filing of this
Statement)
|
1
|
NAME
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)
/X/
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
1,524,000
shares
|
6
|
SHARED
VOTING POWER
0
shares
|
|
7
|
SOLE
DISPOSITIVE POWER
1,524,000
shares
|
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,524,000
shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%
|
|
12
|
TYPE
OF REPORTING PERSON*
PN
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Newcastle
Capital Management,
L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
/ /
(b)
/X/
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
1,524,000
shares
|
6
|
SHARED
VOTING POWER
0
shares
|
|
7
|
SOLE
DISPOSITIVE POWER
1,524,000
shares
|
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,524,000
shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
/ /
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%
|
|
12
|
TYPE
OF REPORTING PERSON*
PN
|
1
|
NAME
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)
/X/
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
1,524,000
shares
|
6
|
SHARED
VOTING POWER
0
shares
|
|
7
|
SOLE
DISPOSITIVE POWER
1,524,000
shares
|
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,524,000
shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
/ /
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%
|
|
12
|
TYPE
OF REPORTING PERSON*
OO
|
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)
/ /
(b)
/X/
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
1,524,000
shares
|
6
|
SHARED
VOTING POWER
0
shares
|
|
7
|
SOLE
DISPOSITIVE POWER
1,524,000
shares
|
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,524,000
shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
/ /
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
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)
/ /
(b)/X/
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Nevada
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
510,500
shares
|
6
|
SHARED
VOTING POWER
0
shares
|
|
7
|
SOLE
DISPOSITIVE POWER
510,500
shares
|
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
510,500
shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
/ /
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%
|
|
12
|
TYPE
OF REPORTING PERSON*
CO
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices
|
|
1.
|
Newcastle
Parties:
|
|
200
Crescent Court, Suite 1400
|
|
Dallas,
Texas 75201
|
|
2.
|
Hallmark:
|
|
777
Main Street, Suite 1000
|
|
Fort
Worth, Texas 76102
|
|
1.
|
Newcastle
Parties:
|
|
NP,
NCM and NCG are organized under the laws of the State of
Texas. Mark E. Schwarz is a citizen of the United States of
America.
|
|
2.
|
Hallmark:
|
|
Hallmark
is organized under the laws of the State of
Nevada.
|
Item 2(d).
|
Title
of Class of Securities
|
Item 3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is
a:
|
x
|
Not
Applicable
|
|
(a)
|
o
|
Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
|
(b)
|
o
|
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
||
(c)
|
o
|
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
(d)
|
o
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
(e)
|
o
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). |
(f)
|
o
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F). |
(g)
|
o
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). |
(h)
|
o
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
(i)
|
o
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
(j)
|
o
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |
|
(a)
|
Amount
beneficially owned:
|
|
1,524,000
shares*
|
|
(b)
|
Percent
of class:
|
|
6.9%
(based on 22,216,319 shares of Common Stock outstanding as of August
3,
|
|
2007
as reported in the Issuer’s Form 10Q filed with the Securities and
Exchange Commission on August 9,
2007)
|
|
(c)
|
Number
of shares as to which the person has:
|
(i)
Sole power to vote or to direct the vote
|
1,524,000
shares*
|
(ii)
Shared power to vote or to direct the vote
|
0
shares
|
(iii)
Sole power to dispose or to direct the disposition of
|
1,524,000
shares*
|
(iv)
Shared power to dispose or to direct the disposition of
|
0 shares |
|
(a)
|
Amount
beneficially owned:
|
|
510,500
shares
|
|
(b)
|
Percent
of class:
|
|
2.3%
(based on 22,216,319 shares of Common Stock outstanding as of August
3,
2007 as reported in the Issuer’s Form 10Q filed with the Securities and
Exchange Commission on August 9,
2007)
|
|
(c)
|
Number
of shares as to which the person
has:
|
(i)
|
Sole
power to vote or to direct the vote
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
(iii)
|
Sole
power to dispose or to direct the disposition
of
|
|
(v)
|
Shared
power to dispose or to direct the disposition
of
|
|
0
shares
|
Item
5.
|
Ownership
of Five Percent or Less of a
Class
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. |
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person
|
Not
Applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding
Company
|
Not
Applicable.
|
Item
8.
|
Identification
and Classification of Members of the
Group
|
See
Exhibit A.
|
Item
9.
|
Notice
of Dissolution of Group
|
Not
Applicable.
|
Item
10.
|
Certification
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
Dated:
September 26, 2007
|
|
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
|
|
HALLMARK
FINANCIAL SERVICES, INC.
|
|
By:
/s/ Mark J.
Morrison
|
|
Mark J. Morrison, President and Chief Executive
Officer
|
Dated: September
26, 2007
|
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
|
|
HALLMARK
FINANCIAL SERVICES, INC.
|
|
By:
/s/ Mark J.
Morrison
|
|
Mark J. Morrison, President and Chief Executive
Officer
|
1 Year Kmg America Chart |
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