SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 12)1
WILHELMINA INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of class of securities)
968235200
(CUSIP number)
Mark E. Schwarz
NCM Services, Inc.
5420 Lyndon B Johnson Freeway, Suite 1100
Dallas, Texas 75240-2345
(214) 661-7474
(Name, address and telephone number of person
authorized to receive notices and communications)
April 15, 2024
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be sent.
_______________
1 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 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 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. 968235200 | 13D | Page 2 of 11 |
| 1 | NAMES 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 | SOURCE OF FUNDS*
WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
2,430,725 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
2,430,725 | |
| 10 | SHARED DISPOSITIVE POWER
0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,725 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.1% | |
| 14 | TYPE OF REPORTING PERSON*
PN | |
| CUSIP No. 968235200 | 13D | Page 3 of 11 |
| 1 | NAMES 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 | SOURCE OF FUNDS*
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
2,430,725 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
2,430,725 | |
| 10 | SHARED DISPOSITIVE POWER
0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,725 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.1% | |
| 14 | TYPE OF REPORTING PERSON*
PN | |
| CUSIP No. 968235200 | 13D | Page 4 of 11 |
| 1 | NAMES 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 | SOURCE OF FUNDS*
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
2,430,725 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
2,430,725 | |
| 10 | SHARED DISPOSITIVE POWER
0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,725 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.1% | |
| 14 | TYPE OF REPORTING PERSON*
OO | |
| CUSIP No. 968235200 | 13D | Page 5 of 11 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) NCM SERVICES, INC. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS*
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
2,430,725 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
2,430,725 | |
| 10 | SHARED DISPOSITIVE POWER
0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,725 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.1% | |
| 14 | TYPE OF REPORTING PERSON*
CO | |
| CUSIP No. 968235200 | 13D | Page 6 of 11 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SCHWARZ 2012 FAMILY TRUST | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS*
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
2,430,725 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
2,430,725 | |
| 10 | SHARED DISPOSITIVE POWER
0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,725 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.1% | |
| 14 | TYPE OF REPORTING PERSON*
OO | |
| CUSIP No. 968235200 | 13D | Page 7 of 11 |
| 1 | NAMES 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 | SOURCE OF FUNDS*
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
2,430,725 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
2,430,725 | |
| 10 | SHARED DISPOSITIVE POWER
0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,725 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.1% | |
| 14 | TYPE OF REPORTING PERSON* IN | |
| CUSIP No. 968235200 | 13D | Page 8 of 11 |
The following Amendment No. 12 to the Schedule 13D filed by the undersigned (the “Statement”) relating to the common stock, par value $0.01 per share (the “Common Stock”), of Wilhelmina International, Inc., a Delaware corporation (the “Company”). Except as specifically amended by this Amendment No. 12, the Statement remains in full force and effect.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as follows:
Items 2(a), 2(b), 2(c) and 2(f). This Statement is 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”), NCM Services Inc., a Delaware corporation (“NCMS”), the Schwarz 2012 Family Trust, a trust organized under the laws of the State of Texas (the “Schwarz Trust”), and Mark E. Schwarz, a citizen of the United States of America. NP, NCM, NCG, NCMS, the Schwarz Trust and Schwarz are collectively referred to herein as the “Reporting Persons.” Each of NCM, as the general partner of NP, NCG, as the general partner of NCM, NCMS, as the sole member of NCG, the Schwarz Trust, as the sole stockholder of NCMS, and Mark E. Schwarz, as the sole trustee of the Schwarz Trust, may be deemed, pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), to be the beneficial owners of all shares of Common Stock held by NP.
Mark E. Schwarz is the Chief Executive Officer of NCMS and the sole trustee of the Schwarz Trust. The principal business of NP is investing in securities. The principal business of NCM is investment management. The principal business of NCG is acting as general partner of NCM. The principal business of NCMS is providing management and advisory services and investing in securities. The principal business address for each of Schwarz, the Schwarz Trust, NCMS, NCG, NCM and NP is 5420 Lyndon B Johnson Freeway, Suite 1100, Dallas, Texas 75240-2345.
Item 2(d). During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
Item 2(e). During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety as follows:
As of the date of this Statement, NP had invested $9,425,519 (inclusive of brokerage commissions) in shares of the Common Stock. The source of these funds was the working capital of NP.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following paragraphs:
On April 15, 2024, NCM provided notice to REV Alpha Holdings, LLC, a Delaware limited liability company (“REVAH”), that the Mutual Support Agreement between NCM and REVAH entered into on April 1, 2021, with respect to the election of directors to the board of directors of the Company had terminated upon REVAH becoming the beneficial owner of less than 5% of the issued and outstanding shares of the Company’s Common Stock.
| CUSIP No. 968235200 | 13D | Page 9 of 11 |
Item 5. Interest in Securities of the Company
Items 5(a)-(c) are hereby amended and restated in their entirety as follows:
(a) The percentage of shares of the Common Stock reported to be owned by the Reporting Persons is based upon 5,157,344 shares outstanding, which is the total number of outstanding shares of Common Stock reported in the Company’s Form 10- K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on March 26, 2024.
As of the date of this Amendment No. 12, NP is the record owner of 2,430,725 shares of the Common Stock representing approximately 47.1% of the issued and outstanding Common Stock. NCM, NCG, NCMS, the Schwarz Trust and Mr. Schwarz may also be deemed to beneficially own the shares of Common Stock directly owned by NP. However, each of NCM, NCG, NCMS, the Schwarz Trust and Mr. Schwarz disclaims beneficial ownership of the shares held by NP except to the extent of their respective pecuniary interest therein.
(b) By virtue of his positions with NP, NCM, NCG, NCMS and the Schwarz Trust, Mark E. Schwarz has the sole power to vote and dispose of all shares of Common Stock directly owned by NP.
(c) The Reporting Persons have not effected any transactions in shares of Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended by adding the following paragraph:
The REV MSA described in Item 4, above, terminated by its own terms and is of no further force or effect.
[Signature Page Follows]
| CUSIP No. 968235200 | 13D | Page 10 of 11 |
SIGNATURES
After due inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: April 17, 2024 | NEWCASTLE PARTNERS, L.P. | |
| By: | Newcastle Capital Management, L.P., Its general partner | |
| By: | Newcastle Capital Group, L.L.C., Its general partner | |
| By: | NCM Services, Inc. | |
| Its sole member | ||
| By: | /s/ MARK E. SCHWARZ | |
| Mark E. Schwarz, Chief Executive Officer |
| Dated: April 17, 2024 | NEWCASTLE CAPITAL MANAGEMENT, L.P. | |
| By: | Newcastle Capital Group, L.L.C., Its general partner | |
| By: | NCM Services, Inc. | |
| Its sole member | ||
| By: | /s/ MARK E. SCHWARZ | |
| Mark E. Schwarz, Chief Executive Officer |
| Dated: April 17, 2024 | NEWCASTLE CAPITAL GROUP, L.L.C. | |
| By: | NCM Services, Inc. | |
| Its sole member | ||
| By: | /s/ MARK E. SCHWARZ | |
| Mark E. Schwarz, Chief Executive Officer |
| CUSIP No. 968235200 | 13D | Page 11 of 11 |
| Dated: April 17, 2024 | NCM SERVICES, INC. | |
| By: | /s/ MARK E. SCHWARZ | |
| Mark E. Schwarz, Chief Executive Officer | ||
| Dated: April 19, 2024 | SCHWARZ 2012 FAMILY TRUST | |
| By: | /s/ MARK E. SCHWARZ | |
| Mark E. Schwarz, Trustee | ||