United States
Securities and Exchange Commission
Washington DC 20549
Schedule 13D/A
Amendment No.1
Under the Securities and Exchange Act of 1934
Hallmark Financial Services, Inc
(Name of Issuer)
Common Stock $.03 par value
Title of Class of Securities
40624Q104
(CUSIP Number)
Thomas G. Berlin
37500 Eagle Road Willoughby Hills, OH 44094
(440) 951-2655
Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 17, 2003
(Date of Event Which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule 13G to
report this acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b) (3) or (4), check the
following box / /.
Note: Six copies of this statement, including all exhibits should be
filed with the Commission. See Rule 13d-1 (a) for other parties to
whom copies are to be sent.
*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 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 ("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).
1 Name of Reporting Person Thomas G. Berlin
2 If a member group a) / /
b) / /
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting 5,862,103
Beneficially
Owned By Each 8 Shared Voting 181,453
Reporting Person
With 9 Sole Dispositive 5,862,103
10 Shared Dispositive 181,453
11 Aggregate Amount Beneficially owned 6,043,561
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 16.6%
14 Type of Reporting Person IN
Item 1. Security and Issuer
The name of the issuer is Hallmark Financial Services, Inc., a
Nevada corporation (the "Issuer"), which has its principal executive
offices at 14651 Dallas Parkway, Suite 900,Dallas, Texas. The title of
the securities to which this Statement relates is the Issuer's Common
Stock, par value $0.03 per share (the "Shares").
Item 2. Identity and Background.
(a) The name of he Reporting Person is Thomas G. Berlin.
(b) The Reporting Person's residence address is 37500 Eagle Road,
Willoughby Hills, OH 44094.
(c) The Reporting Person's principal occupation is investment
adviser. The principal business where such employment is conducted is
Berlin Financial,Ltd. The address of Berlin Financial is
23811 Chagrin Blvd., Suite 275, Beachwood, OH 44122.
(d)-(e) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor has he been a party to a civilproceeding of
a judicial or administrative body of competant jurisdiction as a
result of which he was or is subject to a judgement, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any
violation of such laws.
(f) The Reporting Person is a United states citizen.
Item 3. Source and Amount of Funds or Other Consideration.
On September 17, 2003, the Reporting Person purchased 5,862,103
TGB Shares (as defined in Item 5) not in his capacity as investment
advisor, but in his personal capacity and with personal funds. On
September 17, 2003, Joy R.Berlin purchased 140,858 of the JRB Shares
(as defined in Item 5) with personal funds. All the aquired TGB and
JRB Shares were purchased through the exercise of subscription rights
at a price per share of $.40. The purchase price did not consist of
borrowed funds.
Item 4. Purpose of Transaction.
The Reporting Person purchased the TGB Shares and Joy R. Berlin purchased
the JRB Shares solely for investment purposes.
(a) The Reporting Person may aquire additional shares or, upon
compliance with applicable securities laws, may dispose of any
additional shares and/or the Berlin Shares or the TGB Shares at any
time in the open market or otherwise.
(b)-(j) Not applicable
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person has beneficial ownership of 6,043,561
Shares(the "Berlin Shares"). The Berlin Shares constitute 16.6% of
Shares outstanding as of the Issuer's most recent available filing.
(b) The Reporting Person has sole power to vote or to direct the
vote or to dispose or direct the disposition of 5,862,103 Shares
(the "TGB Shares"). The Reporting Person and his spouse, Joy R. Berlin,
have the shared power to vote or direct the vote or to dispose or to
direct the disposition of 181,453 Shares (the "JRB Shares"). Joy R.
Berlin's residence is 37500 Eagle Road, Willoughby Hills,Ohio, 44094.
Joy R. Berlin is not currently employed. During the last five years,
oy R. Berlin has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor has she
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which she was or is
subject to a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation of such laws.
(c) The Reporting Person has not purchased any other shares since
July 17, 2003.
(d) None
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to the Issuer.
The Reporting person's wife,Joy R. Berlin, individually, owns
181,458 shares. Through an understanding between the Reporting Person
and Joy R.Berlin,the Reporting Person has beneficial ownership, shared
power to dispose or to direct the disposition of and shared power to
vote or to direct the vote of such Shares. Joy R. Berlin disclaims
beneficial ownership of any of the 5,862,103 TGB Shares.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
Signature After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in
this statement is true, complete and correct.
Date: February 5, 2004
/s/
Thomas G. Berlin