-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MnRxZVe7Qb7Ww2T6mXGnp3jMDQO8qqI9gJRUnpscYWKi+LRQ0zduN3Ou9vCSx6dY JSL1JBqkLqePx1gTDCu+aA== 0000891836-03-000450.txt : 20030730 0000891836-03-000450.hdr.sgml : 20030730 20030730153541 ACCESSION NUMBER: 0000891836-03-000450 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030730 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HALLWOOD GROUP INC CENTRAL INDEX KEY: 0000355766 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILS, MAN MADE FIBER & SILK [2221] IRS NUMBER: 510261339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36207 FILM NUMBER: 03811457 BUSINESS ADDRESS: STREET 1: 3710 RAWLINS STE 1500 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145285588 MAIL ADDRESS: STREET 1: 3710 RAWLINS STE 1500 CITY: DALLAS STATE: TX ZIP: 75219 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC METROPOLITAN CORP DATE OF NAME CHANGE: 19840605 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERSTATE PROPERTIES ROTH STEVEN WIGHT RUSSELL JR CENTRAL INDEX KEY: 0000907618 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O VORNADO INC STREET 2: PARK 80 WEST, PLAZA II CITY: SADDLE BROOK STATE: NJ ZIP: 07662 BUSINESS PHONE: 201-587-1000 MAIL ADDRESS: STREET 1: C/O VORNADO INC STREET 2: PARK 80 WEST, PLAZA II CITY: SADDLE BROOK STATE: NJ ZIP: 07662 SC 13D/A 1 sc0243.txt SCHEDULE 13D, AMENDMENT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) 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. 1)* THE HALLWOOD GROUP INCORPORATED (Name of Issuer) COMMON STOCK, $0.10 PAR VALUE PER SHARE (Title of Class of Securities) 406364307 (CUSIP Number) Mr. Steven Roth Interstate Properties 210 Route 4 East Paramus, New Jersey 07652 (201) 587-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 29, 2003 (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.ss.. 240.13d-7 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 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). (Continued on the following pages) (Page 1 of 5 Pages)
- --------------------- --------------------- CUSIP NO. 406364307 PAGE 2 OF 5 PAGES - --------------------- --------------------- - --------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. Interstate Properties I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 22-1858622 - --------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - --------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - --------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - --------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey - --------------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 63,000 BENEFICIALLY ---------------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER 0 EACH ---------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER 63,000 PERSON ---------------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - --------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,000 - --------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - --------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7% - --------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ---------------------------------------------------------------------------------------
Interstate Properties ("Interstate") hereby amends its Statement on Schedule 13D filed with respect to the common stock, $0.10 par value per share ("Common Stock"), of The Hallwood Group Incorporated, a Delaware corporation (the "Company"). This Amendment No.1 should be read in conjunction with the Statement on Schedule 13D of Interstate filed on May 16, 2003 (the "Initial Schedule 13D"). This Amendment No. 1 amends the Initial Schedule 13D only with respect to the items listed below. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meaning ascribed to them in the Initial Schedule 13D. This Amendment No.1 is being filed to report a decrease in the percentage of the outstanding Common Stock which may be deemed to be beneficially owned by Interstate, as a result of an agreement between Interstate and the Company regarding the sale by Interstate of 35,000 shares of Common Stock to the Company. ITEM 4. PURPOSE OF TRANSACTION Item 4 is hereby amended by adding the following paragraph at the end thereof: On July 29, 2003, Interstate and the Company entered into a share purchase agreement pursuant to which Interstate agreed to sell, and the Company agreed to purchase, 35,000 shares of Common Stock, for the purchase price of $17.25 per share of Common Stock, or a total purchase price of $603,750. Upon consummation of the sale transaction, which is expected to occur promptly, Interstate will not beneficially own more than 5% of the Common Stock and will no longer be subject to the reporting requirements under Section 13(d) of the Securities Exchange Act of 1934, as amended. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5(a)-(b) is hereby amended by deleting the first sentence and replacing with the following: (a) - (b)Upon consummation of the sale transaction described in Item 4, Interstate will own 63,000 shares (4.7%) of Common Stock. Item 5(c) is hereby amended to read in its entirety as follows: (c) Except as described in Item 4, Interstate has not engaged in any transactions in the Common Stock in the past 60 days. Item 5(e). July 29, 2003. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is hereby amended to read in its entirety as follows: On July 29, 2003, Interstate and the Company entered into a share purchase agreement pursuant to which Interstate agreed to sell, and the Company agreed to purchase, 35,000 shares of Common Stock, for the purchase price of $17.25 per share of Common Stock, or a total purchase price of $603,750. Upon consummation of the sale transaction, which is expected to occur promptly, Interstate will not beneficially own more than 5% of the Common Stock and will no longer be subject to the reporting requirements under Section 13(d) of the Securities Exchange Act of 1934, as amended. The information set forth in response to this item is qualified in its entirety by reference to the document which is filed as Exhibit 99.1 to this Schedule 13D. Item 7. Material to be Filed as Exhibits 99.1 Share Purchase Agreement, dated July 29, 2003, between The Hallwood Group Incorporated and Interstate Properties. Page 3 of 5 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: July 30, 2003 INTERSTATE PROPERTIES By: /s/ Steven Roth -------------------------------- Steven Roth Managing General Partner Page 4 of 5 EXHIBIT INDEX Exhibit Number Description 99.1 Share Purchase Agreement, dated July 29, 2003, between The Hallwood Group Incorporated and Interstate Properties. Page 5 of 5 EX-99.1 3 sc0243b.txt EXHIBIT 99.1: SHARE PURCHASE AGREEMENT EXHIBIT 99.1 SHARE PURCHASE AGREEMENT This Share Purchase Agreement is entered into effective July 29, 2003 between The Hallwood Group Incorporated (the "Company"), and Interstate Properties ("Seller"). 1. Seller is the owner of 98,000 shares of common stock, par value $0.10 per share (the "Common Stock"), of the Company, a Delaware corporation. 2. Seller agrees to sell and the Company agrees to purchase 35,000 shares (the "Shares") of the Common Stock for the purchase price of $17.25 per Share or a total purchase price of $603,750. 3. Seller represents and warrants that except to the extent that Article Fourth of the Company's Second Restated Certificate of Incorporation and the legend on the Company's stock certificates may be enforceable, (a) it owns the Shares free and clear of all liens and encumbrances; (b) it has all necessary authority to sell the Shares; and (c) the sale of the Shares to the Company will not violate, conflict with or result in any violation or breach of any provision of any agreement, contract, or other instrument to which the Seller is a party or by which it is bound. 4. The Company represents and warrants that it has all necessary authority to purchase the Shares and that the purchase of the Shares from Seller will not violate, conflict with or result in any violation or breach of any provision of any agreement, contact, or other instrument to which the Company is a party or by which it is bound. 5. The Company represents and warrants that the purchase and sale of the Shares contemplated hereby has been approved by the Board of Directors of the Company. The Company acknowledges and agrees that upon delivery of the Shares by Seller and delivery of the purchase price by the Company the Seller will be entitled to the entire amount of the purchase price for the Shares and that neither the Company nor any of its subsidiaries will institute, participate in or otherwise support legal proceedings against the Seller for the recovery of any portion of such purchase price or any other matter related to the Seller's ownership of the Common Stock or the transactions contemplated hereby. 6. Seller shall promptly direct its agents to deliver the Shares either by book entry transfer on the records of EquiServe Trust Company (DTC No. 1281) to the account of the Company, or by delivering certificates representing the Shares to Alan Kailer, Esq., Jenkens & Gilchrist, 1445 Ross Ave., Suite 3200, Dallas, Texas 75202, together with stock powers duly executed in blank and instructions for the wire transfer of the purchase price, who shall hold the Shares in escrow pending release as contemplated by the immediately succeeding three sentences. Upon confirmation of the book entry transfer or receipt of the Shares, Kailer shall advise the Company and the Company shall promptly cause the total purchase price for the Shares to be delivered by wire transfer in immediately available funds to the account(s) designated by Seller. Upon confirmation from Seller that Seller has received the total purchase price for the Shares in immediately available funds, Kailer shall deliver the certificates representing the Shares to the Company, if applicable. If within 24 hours of confirmation of the book entry transfer or receipt of the Shares the Seller has not received the total purchase price for the Shares, then Seller shall be entitled to return of the Shares by Kailer promptly upon written request to Kailer therefore. 7. Seller and the Company each represent and agree that the other party will not be liable or responsible for any brokerage commissions or fees on behalf of them in connection with the sale and purchase of the Shares. 8. Seller and the Company each acknowledge that their decision to sell and purchase the Shares is based solely on their own assessment of an investment in the Shares, and, except as set forth herein (including but not limited to Paragraph 5, above), is not based on any representations made by the other party. As an example, Seller and the Company each acknowledge that the Company has a material interest in Hallwood Realty Partners, L.P., which is currently the subject of a tender offer by High River Limited Partnership, and that either Seller or the Company may have material nonpublic information concerning Hallwood Realty Partners, L.P. or the tender offer. Seller and the Company agree that they will not seek or be entitled to receive any damages or additional payments for any actions Seller, the Company or their affiliates may or may not have taken in the past or may or may not take in the future or for any information Seller, the Company or their affiliates may or may not have, whether or not any such actions or information are currently disclosed. 9. This agreement may be signed in counterparts, which together shall constitute one and the same agreement between the parties. [The remainder of this page has been left blank intentionally. Signatures follow.] 2 Executed July 29, 2003. The Hallwood Group Incorporated Interstate Properties By: /s/ Melvin J. Melle By: /s/ Steven Roth --------------------------- ------------------------------- Name: Melvin J. Melle Name: Steven Roth Title: Vice President Title: Managing General Partner 3 -----END PRIVACY-ENHANCED MESSAGE-----