Kmg America Corp (Other) (SC 13G)
27 September 2007 - 6:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
|
|
|
(Name
of Issuer)
|
Common
Stock, par value $.01 per share
|
(Title
of Class of Securities)
482563103
|
|
(CUSIP
Number)
|
|
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
Rule
13d-1(d)
*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 the
disclosures provided in a prior cover page.
The
information required in 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
(“Act”) 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.
482563103
13G
Page 2 of 12 Pages
|
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
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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
|
*
SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No.
482563103
13G
Page 3 of 12 Pages
|
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
|
*
SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No.
482563103
13G
Page 4 of 12 Pages
|
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
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*
SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No.
482563103
13G
Page 5 of 12 Pages
|
1
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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
|
*
SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No.
482563103
13G
Page 6 of 12 Pages
|
1
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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
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
510,500
shares
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
|
|
7
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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
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TYPE
OF REPORTING PERSON*
CO
|
*
SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No.
482563103
13G
Page 7 of 12 Pages
Item
1(a). Name
of Issuer
KMG
America Corp.
|
Item
1(b).
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Address
of Issuer’s Principal Executive
Offices
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12600
Whitewater Drive, Suite 150
Minnetonka,
Minnesota 55343
Item
2(a). Name
of Person Filing
This
statement is jointly filed by Newcastle Partners, L.P., a Texas limited
partnership (“NP”), Newcastle Capital Management, L.P., a Texas limited
partnership (“NCM”), Newcastle Capital Group, L.L.C., a Texas limited liability
company (“NCG”), Mark E. Schwarz (together with NP, NCM and NCG, the “Newcastle
Parties”) and Hallmark Financial Services, Inc., a Nevada corporation
(“Hallmark” and collectively with the Newcastle Parties, the “Reporting
Persons”). Because Mark E. Schwarz is the managing member of NCG, which is the
general partner of NCM, which in turn is the general partner of NP, each of
NCM,
NCG and Mr. Schwarz may be deemed, pursuant to Rule 13d-3 of the Securities
Exchange Act of 1934, as amended (the “Act”), to be the beneficial owners of all
the shares of Common Stock of the Issuer held by NP. NP has a
controlling interest in Hallmark. Additionally, Mr. Schwarz serves as
Executive Chairman and as a Director of Hallmark. Accordingly, the
Reporting Persons are filing this joint statement, as they may be considered
a
“group” under Section 13(d)(3) of the Act. However, neither the fact of this
filing nor anything contained herein shall be deemed to be an admission by
the
Reporting Persons that such a group exists between Hallmark and the Newcastle
Parties.
Item
2(b). Address
of Principal Business Office or, if none, Residence
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200
Crescent Court, Suite 1400
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777
Main Street, Suite 1000
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Item
2(c). Citizenship
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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.
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Hallmark
is organized under the laws of the State of
Nevada.
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CUSIP
No.
482563103
13G
Page 8 of 12 Pages
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Item 2(d).
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Title
of Class of Securities
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Common Stock, par value $0.01 per share
Item 2(e). CUSIP
Number
482563103
|
Item 3.
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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:
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x
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Not
Applicable
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(a)
|
o
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
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(b)
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o
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
|
o
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Investment
company registered under Section 8 of the Investment Company Act of
1940
(15 U.S.C. 80a-8).
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(e)
|
o
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An
investment adviser in accordance with
§
240.13d-1(b)(1)(ii)(E).
|
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(f)
|
o
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An
employee benefit plan or endowment fund in accordance with
§
240.13d-1(b)(1)(ii)(F).
|
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(g)
|
o
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A
parent holding company or control person in accordance with
§
240.13d-1(b)(1)(ii)(G).
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(h)
|
o
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
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(i)
|
o
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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).
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|
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(j)
|
o
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Group,
in accordance with
§
240.13d-1(b)(1)(ii)(J).
|
Item
4.
Ownership
Provide
the following information regarding the aggregate number and percentage of
the
class of securities of the Issuer identified in Item 1.
1. NP
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(a)
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Amount
beneficially owned:
|
|
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6.9%
(based on 22,216,319 shares of Common Stock outstanding as of August
3,
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2007
as reported in the Issuer’s Form 10Q filed with the Securities and
Exchange Commission on August 9,
2007)
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CUSIP
No.
482563103
13G
Page 9 of 12 Pages
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(c)
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Number
of shares as to which the person has:
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(i)
Sole power to vote or to direct the vote
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(ii)
Shared power to vote or to direct the vote
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(iii)
Sole power to dispose or to direct the disposition of
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(iv)
Shared power to dispose or to direct the disposition of
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*Represents
shares held directly by NP. By virtue of their relationship with NP,
each of NCM, NCG and Mr. Schwarz may be deemed to beneficially own the 1,524,000
shares of Common Stock of the Issuer held by NP.
2. Hallmark
Financial Services, Inc.
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(a)
|
Amount
beneficially owned:
|
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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
|
510,500
shares
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
0
shares
|
|
(iii)
|
Sole
power to dispose or to direct the disposition
of
|
510,500
shares
|
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(v)
|
Shared
power to dispose or to direct the disposition
of
|
CUSIP
No.
482563103
13G
Page 10 of 12 Pages
|
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
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding
Company
|
|
Item
8.
|
Identification
and Classification of Members of the
Group
|
|
Item
9.
|
Notice
of Dissolution of Group
|
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|
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.
|
CUSIP
No.
482563103
13G
Page 11 of 12 Pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
Dated:
September 26, 2007
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NEWCASTLE
PARTNERS, L.P.
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By:
Newcastle Capital Management, L.P.,
|
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its general partner
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By:
Newcastle Capital Group, L.L.C.,
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|
its
general partner
|
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|
|
|
|
By:
/s/ Mark E.
Schwarz
|
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Mark
E. Schwarz, Managing Member
|
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NEWCASTLE
CAPITAL MANAGEMENT, L.P.
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By:
Newcastle Capital Group, L.L.C.,
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its general partner
|
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By:
/s/ Mark E.
Schwarz
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Mark E. Schwarz, Managing Member
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NEWCASTLE
CAPITAL GROUP, L.L.C.
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By:
/s/ Mark E.
Schwarz
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Mark E. Schwarz, Managing Member
|
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/s/
Mark E.
Schwarz
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MARK
E. SCHWARZ
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HALLMARK
FINANCIAL SERVICES, INC.
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By:
/s/ Mark J.
Morrison
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Mark J. Morrison, President and Chief Executive
Officer
|
CUSIP
No.
482563103
13G
Page 12 of 12 Pages
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the
Statement on Schedule 13G dated September 26, 2007 with respect to the shares
of
Common Stock of KMG America Corp. and any further amendments thereto executed
by
each and any of the undersigned shall be filed on behalf of each of the
undersigned pursuant to and in accordance with the provisions of Rule
13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
|
Dated: September
26, 2007
|
NEWCASTLE
PARTNERS, L.P.
|
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|
|
|
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By:
Newcastle Capital Management, L.P.,
|
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its
general partner
|
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By:
Newcastle Capital Group, L.L.C.,
|
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its
general partner
|
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|
|
|
|
By:
/s/ Mark E.
Schwarz
|
|
|
Mark
E. Schwarz, Managing Member
|
|
|
|
|
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NEWCASTLE
CAPITAL MANAGEMENT, L.P.
|
|
|
|
|
|
By:
Newcastle Capital Group, L.L.C.,
|
|
|
its
general partner
|
|
|
|
|
|
|
|
|
Mark
E. Schwarz, Managing Member
|
|
|
|
|
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NEWCASTLE
CAPITAL GROUP, L.L.C.
|
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|
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Mark E. Schwarz, Managing Member
|
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/s/
Mark E.
Schwarz
|
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MARK
E. SCHWARZ
|
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HALLMARK
FINANCIAL SERVICES, INC.
|
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|
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By:
/s/ Mark J.
Morrison
|
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Mark J. Morrison, President and Chief Executive
Officer
|
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