United States
Securities and Exchange Commission
Washington DC 20549
Schedule 13D/A
Amendment No.2
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
Berlin Financial,Ltd.
1325 Carnegie Ave, Cleveland, OH 44115
(216) 479.0400
Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 8, 2005
(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 806,580
Reporting Person
With 9 Sole Dispositive 5,862,103
10 Shared Dispositive 806,580
11 Aggregate Amount Beneficially owned 6,668,683
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 7.68%
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 relatesis 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 982 Goldenrod Trail,
Aurora, OH 44202.
(c) The Reporting Person's occupation is managing member;investment advisor;
Berlin Financial, Ltd., 1325 Carnegie Ave, Cleveland, OH 44115.
(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 June 8,2005, Joy R.Berlin purchased 181,012 of the JRB Shares
(as defined in Item 5) with personal funds. On June 8,2005, Berlin Family
Foundation purchased 256,722 of the BFF Shares (as defined in Item 5) with
personal funds. All the aquired JRB and BFF Shares were purchased through the
exercise of subscription rights at a price per share of $.90. The purchase price
did not consist of borrowed funds.
Item 4. Purpose of Transaction.
Joy R. Berlin and Berlin Family Foundation purchased the 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 6,668,683 Shares
(the "Berlin Shares"). The Berlin Shares constitute 7.68% 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 362,470
Shares (the "JRB Shares"). Joy R. Berlin's residence is 982 Goldenrod Trail,
Aurora,Ohio 44202. Joy R. Berlin is not currently employed. The reporting person
and Berlin Family Foundation, have the shared power to vote or direct the
vote or to dispose or to direct the disposition of 444,110 Shares
(the "BFF Shares"). Berlin Family Founadation's residence is 982 Goldenrod
Trail, Aurora,Ohio 44202.
During the last five years, Joy 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 oradministrative 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) On the following dates, the Reporting Person purchased and/or sold the
following numbers of shares for the prices per share set forth below. Each
such purchase or sale occurred through a customary broker transaction.
JRB Shares
Date Shares Price Per Share Sold or Bought
6/8/2005 181,012 .90 B
BFF SHARES
9/3/1999 50,000 .59 B
9/4/2003 42,800 .46 B
9/22/2003 94,588 .40 B
6/8/2005 256,722 .90 B
(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 362,470
shares. Berlin Family Foundation individually owns 444,110 shares. Through
an understanding between the Reporting Person,Joy R.Berlin and the Berlin
Family Foundation,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 and the Berlin Family
Foundation disclaim 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: June 16, 2005
/s/
Thomas G. Berlin