-----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, TFtx1m4poQPsac9mwGMaCGplHFcCfMZmO25UKqDgDYCw3N5N5+gqroR5N2tehSKd I+YWKe/nDaLvi7szKWWkbw== 0000899078-96-000174.txt : 19960921 0000899078-96-000174.hdr.sgml : 19960921 ACCESSION NUMBER: 0000899078-96-000174 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960919 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHOWBIZ PIZZA TIME INC CENTRAL INDEX KEY: 0000813920 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 480905805 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39153 FILM NUMBER: 96632347 BUSINESS ADDRESS: STREET 1: PO BOX 152077 STREET 2: 4441 W AIRPORT FREEWAY CITY: IRVING STATE: TX ZIP: 75015 BUSINESS PHONE: 2142588507 MAIL ADDRESS: STREET 1: PO BOX 152077 CITY: IRVING STATE: TX ZIP: 75015 FILED BY: 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 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 SC 13D/A 1 AMENDMENT NO. 10 TO SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) SHOWBIZ PIZZA TIME, INC. (Name of Issuer) COMMON STOCK, $0.10 par value per share (Title of Class of Securities) 825388309 (CUSIP Number) W. Alan Kailer, Esq. Jenkens & Gilchrist, a Professional Corporation 1445 Ross Avenue, Suite 3200 Dallas, Texas 75202-2799 (214) 855-4500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 22, 1996 (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-l(b)(3) or (4), check the following box . Check the following box if a fee is being paid with this statement . (A fee is not required only if the reporting person (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class.) (See Rule 13d-7.) CORPDAL:54929.5 18747-00001 -1- CUSIP No. 825388309 1 . Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Persons: The Hallwood Group Incorporated 51-0261339 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Source of Funds (See instructions)- Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [X] 6. Citizenship or Place of Organization - Delaware Number of Shares Beneficially Owned by Each Reporting 7. Sole Voting Power 2,413,789 Person With 8. Shared Voting Power 0 9. Sole Dispositive Power 2,413,789 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,413,789 12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row 11. 13.2% 14. Type of Reporting Person (See Instructions): CO CORPDAL:54929.5 18747-00001 -2- Schedule 13D This Amendment No. 10 to Schedule 13D amends the Schedule 13D, dated March 8, 1994, as amended (the "Schedule 13D"), filed by The Hallwood Group Incorporated, a Delaware corporation, and is being filed pursuant to Rule 13d-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Item 1. Security and Issuer. No material changes. Item 2. Identity and Background. (a) Name: The person on whose behalf this statement is filed is The Hallwood Group Incorporated, a Delaware corporation ("Hallwood"). Hallwood's Board of Directors consists of Anthony J. Gumbiner, Brian M.Troup, Robert L. Lynch, Charles A. Crocco, Jr. and J. Thomas Talbot. Hallwood's officers are Anthony J. Gumbiner, Chairman of the Board of Directors and Chief Executive Officer; Brian M. Troup, President and Chief Operating Officer; William L. Guzzetti, Executive Vice President; Melvin J. Melle, Vice President, Chief Financial Officer and Secretary; Mary P. Doyle, Vice President, and Joseph T. Koenig, Assistant Secretary and Treasurer. Although such directors and officers are not reporting persons, they are persons ("Instruction C Persons")identified in Instruction C to Schedule 13D and hence provide the information required by Items 2 through 6 of this Schedule 13D. (b) Business address: The address of the principal office of Hallwood is 3710 Rawlins, Suite 1500, Dallas, Texas 75219. All of the directors and executive officers can be contacted at this address. (c) Principal business: Hallwood is a diversified holding company comprised of three divisions operating in five business segments: real estate, energy, textile products, hotels and investments in associated companies. CORPDAL:54929.5 18747-00001 -3- Anthony J. Gumbiner is Chairman of the Board of Directors, Chief Executive Officer and a director of Hallwood, Chairman of the Board of Directors, Chief Executive Officer and a director of Hallwood Energy Corporation ("HEC"), a director of Hallwood Holdings S.A. ("HHSA"), and a director of the Company, Hallwood Consolidated Resources Corporation ("HCRC") and Hallwood Realty Corporation ("HRC"), which is the general partner of Hallwood Realty Partners, L.P. ("HRP"). William L. Guzzetti is President, Chief Operating Officer and a director of HEC, Executive Vice President of Hallwood, President and director of HRC, and President and director of HCRC. Brian M. Troup is President, Chief Operating Officer and a director of Hallwood, a director of HHSA, the Company, HEC, HCRC and HRC and Finance Director of Anglo Metropolitan Holdings, plc. Robert L. Lynch is Vice Chairman and a director of Hallwood, a director of the Company, and Chairman of the Board and Chief Executive Officer of Perpetual Storage, Inc. Charles A. Crocco, Jr. is a director of Hallwood, First Banks America, Inc. and the Company, and is a shareholder in the law firm of Crocco & DeMaio, P.C. J. Thomas Talbot is a director of Hallwood, Fidelity National Financial, Inc., the Company, Hemetter Enterprises, Inc., The Baldwin Company and Koll Real Estate Group. Mr. Talbot is a partner of Shaw & Talbot and Pacific Management Group and is the owner of The Talbot Company. Melvin J. Melle is Vice President, Chief Financial Officer and Secretary of Hallwood. Mary P. Doyle is Vice President of Hallwood. Joseph T. Koenig is Assistant Vice President and Treasurer of Hallwood. (d) Criminal convictions: None of the persons providing information in this statement have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years. CORPDAL:54929.5 18747-00001 -4- (e) Civil proceedings: Except for Hallwood, none of the persons providing information in this statement have been subject to a judgment, decree or final order enjoining future violations of or mandating activities subject to federal securities laws or finding any violation with respect to such laws. On July 22, 1996, Hallwood agreed to a settlement of a claim by the Securities and Exchange Commission (the "SEC") arising from Hallwood's sale of a small portion of its holdings in the stock of ShowBiz Pizza Time, Inc. ("ShowBiz") during a four-day period in June 1993. These and other similar sales were made by Hallwood pursuant to a pre-planned, long-term selling program begun in December 1992. The SEC asserted that some, but not all, of Hallwood's June 1993 sales were improper because, before the sales program was completed, the Company is alleged to have received nonpublic information about ShowBiz. In connection with the settlement, Hallwood agreed to contribute approximately $953,000, representing the loss that the SEC alleged Hallwood avoided by selling during the four-day period, plus interest of $240,000. Hallwood also agreed to be subject to an injunction against any future violations of certain federal securities laws. In addition, the SEC alleged that Anthony J. Gumbiner, Chairman of the Board and Chief Executive Officer of Hallwood, failed to take appropriate action to discontinue Hallwood's sales of the ShowBiz shares during the four days in question. Mr. Gumbiner did not directly conduct the sales, nor did he sell any shares for his own account or for the account of any trust for which he has the power to designate the trustee. Although the sales were made solely by the Company, the SEC assessed a civil penalty of $477,000 against Mr. Gumbiner, as a "control person" for Hallwood. Mr. Gumbiner, however, is not subject to any separate injunction concerning his future personal activities. As provided in the settlement, neither the Company nor Mr. Gumbiner admits or denies the allegations made by the SEC, and both entered into the settlement to avoid the extraordinary time and expense that would be involved in protracted litigation with the government. (f) Hallwood is a Delaware corporation with its principal business offices at the address given above. Messrs. Gumbiner and Troup are citizens of the U.K. Messrs. Lynch, Crocco, Talbot, Melle and Koenig and Ms. Doyle are citizens of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Item 4. Purpose of Transaction. CORPDAL:54929.5 18747-00001 -5- No material changes. Item 5. Interest in Securities of the Issuer. No material changes. Item 6. Contracts, Arrangements, Understandings or Relationship's with Respect to Securities of the Issuer. In connection with the settlement of certain claims arising under the petition for reorganization relief under Chapter 11 of Title 11 of the United States Code filed by Integra - A Hotel and Restaurant Company ("Integra"), Hallwood issued a Secured Settlement Note and Pledge Agreement in the principal amount of $4,000,000, dated March 8, 1994 (the "Note") to the Integra Unsecured Creditors' Trust (the "Trust"). The Note is secured by a pledge of 517,242 shares (on a post- split basis) of Common Stock of the Company (the "Shares") held by Hallwood, including any extraordinary dividends of any type on the Shares. For purposes of the agreement, extraordinary dividends include, but are not limited to, dividends of any security or other non-cash assets, whether in the form of stock splits or otherwise, and cash dividends that, over the course of one year, exceed 1% of the market value of the stock. In addition, Hallwood granted to the Trust the following rights: if, on the date the Note is paid in full (the "Payment Date"), the Shares have a market value greater than $16.67 per share (on a post-split basis), Hallwood will be obligated to pay immediately an amount equal to the difference between the market value of the Shares and $16.67 per share. The market value of the Shares will be measured by taking an average of the closing prices of the Common Stock for the month prior to the Payment Date. On April 19, 1994, Hallwood obtained a $6,000,000 line of credit from Merrill Lynch Business Financial Services Inc. and secured this line of credit with a pledge of 1,439,365 shares of Common Stock of the Company held by Hallwood. The line of credit was amended on June 4, 1996, increasing the loan amount to $7,000,000 and extending the maturity date to April 30, 1997. As of July 1, 1996, the line of credit is secured by 1,896,547 shares of Common Stock of the Company held by Hallwood. Item 7. Materials to Be Filed as Exhibits. No material changes. CORPDAL:54929.5 18747-00001 -6- SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: September 18, 1996 THE HALLWOOD GROUP INCORPORATED By: /s/Melvin J. Melle ---------------------------- Melvin J. Melle Vice President, Chief Financial Officer and Secretary CORPDAL:54929.5 18747-00001 -7- -----END PRIVACY-ENHANCED MESSAGE-----