UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 27, 2006
HALLMARK FINANCIAL SERVICES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
0-16090 87-0447375
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(Commission File Number) (IRS Employer Identification No.)
777 Main Street, Suite 1000, Fort Worth, Texas 76102
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(Address of Principal Executive Offices) (Zip Code)
817-348-1600
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
The Registrant hereby amends Item 9.01(a) and Item 9.01(b) of its Current
Report on Form 8-K filed on February 2, 2006, for the purpose of providing
financial statements required in connection with the Registrant's
acquisition of Texas General Agency, Inc. ("TGA"), TGA Special Risk, Inc.
("TGASRI") and Pan American Acceptance Corporation ("PAAC").
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The audited combined balance sheet as of December 31, 2005, and the
combined statement of operations, statement of stockholders' equity and
comprehensive income and statement of cash flows of TGA and subsidiary, PAAC
and TGASRI for the year ended December 31, 2005, are filed herewith as
Exhibit 99.1. The financial statements filed herewith as Exhibit 99.1 were
prepared by the management of TGA for the indicated pre-acquisition period.
(b) Pro Forma Financial Information
The unaudited pro forma combined balance sheet of the Registrant as
of December 31, 2005, and the unaudited pro forma combined statement of
operations of the Registrant for the year ended December 31, 2005, are
furnished herewith as Exhibit 99.2.
(d) Exhibits. The following exhibits are attached herewith:
99.1 The audited combined balance sheet as of December 31, 2005, and
the combined statement of operations, statement of stockholders'
equity and comprehensive income and statement of cash flows of
Texas General Agency, Inc. and subsidiary, Pan American Acceptance
Corporation and TGA Special Risk, Inc. for the year ended December
31, 2005.
99.2 The unaudited pro forma combined balance sheet of the Registrant
as of December 31, 2005 and the unaudited pro forma combined
statement of operations of the Registrant for the year ended
December 31, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
HALLMARK FINANCIAL SERVICES, INC.
Date: April 14, 2006 By: /s/ Mark J. Morrison
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Mark J. Morrison, President &
Chief Financial Officer