0000899078-99-000459.txt : 19991201 0000899078-99-000459.hdr.sgml : 19991201 ACCESSION NUMBER: 0000899078-99-000459 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HALLWOOD REALTY PARTNERS L P CENTRAL INDEX KEY: 0000865439 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 752313955 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44605 FILM NUMBER: 99766613 BUSINESS ADDRESS: STREET 1: 3710 RAWLINS STE 1500 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145285588 MAIL ADDRESS: STREET 2: 3710 RAWLINS SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75219 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. 5 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 5) UNDER THE SECURITIES EXCHANGE ACT OF 1934 HALLWOOD REALTY PARTNERS, L.P. (NAME OF ISSUER) UNITS OF LIMITED PARTNER INTEREST (TITLE OF CLASS OF SECURITIES) 40636T203 (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) MAY 5, 1999 (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(e), (f) or (g), check the following box [ ] CUSIP No. 40636T203 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): 00 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: Delaware Number of Units 7. Sole Voting Power 330,234 Units Beneficially Owned by 8. Shared Voting Power 82,806 Units Each Reporting Person 9. Sole Dispositive Power 330,234 Units With 10. Shared Dispositive Power 82,806 Units 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 413,040 Units 12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row 11: 24.7 % 14. Type of Reporting Person (See Instructions): CO -2- Schedule 13D This Amendment No. 5 to Schedule 13D amends the Schedule 13D, filed July 24, 1993, as previously amended (the "Schedule 13D), by the Hallwood Group Incorporated, a Delaware corporation ("Hallwood"), and is being filed pursuant to Rule 13d-2 of the General Rules and Regulations under the Securities and Exchange Act of 1934, as amended. Unless otherwise indicated, all capitalized terms used by not defined herein have the meanings ascribed to such terms in the Schedule 13D. "No material changes" means no material changes to the response contained in the Trust's Schedule 13D previously filed. ITEM 1. SECURITY AND ISSUER. No Material Changes ITEM 2. IDENTITY AND BACKGROUND. The composition of the Board of Directors of the Hallwood Group Incorporated ("Hallwood") changed in November 1997 due to the death of director Robert L. Lynch. The remaining individuals on the Board of Directors are the same as indicated in the Schedule 13D, as amended. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not Applicable ITEM 4. PURPOSE OF TRANSACTIONS. Pursuant to an agreement dated May 5, 1999 (the "Agreement") among Hallwood, Epsilon Trust, of which Mr. Brian M. Troup and certain family members are beneficiaries (the "Trust") and Mr. Brian M. Troup, Hallwood, the Trust and Mr. Troup have agreed to separate their interests. See Item 6 for a discussion of the terms of the Agreement. Hallwood holds the Units for investment. Hallwood may, subject to market conditions and other factors deemed relevant by it, purchase additional Units from time to time in open market purchases, privately negotiated transactions or otherwise. Hallwood intends to review, on a continuing basis, its investment in the Units and Hallwood's business affairs and financial conditions, as well as conditions in the securities markets and general economic and industry conditions. Hallwood may in the future take such actions with respect to its investment in the Units as it deems appropriate in -3- light of the circumstances existing from time to time, including, without limitation, purchasing additional Units or disposing of the Units it now holds or hereafter acquires. Hallwood has not formulated any plans or proposals of the type referred to in clauses (a) - (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As of the date of this filing, Hallwood owns 413,040 Units, representing approximately 24.7% of the outstanding Units. Upon completion of the transactions contemplated by the Agreement, Hallwood will transfer 82,608 Units to the Trust. Under the Agreement, the Trust has granted Hallwood an irrevocable proxy as to the 82,608 Units to be transferred to the Trust and, therefore, Hallwood and the Trust may be deemed to share voting power with respect to such Units. Also under the Agreement, the Trust has granted Hallwood a right to purchase such Units for six months after the closing of the Agreement and a right of first refusal with respect to the Units thereafter. Therefore, Hallwood and the Trust may be deemed to share dispositive power over such Units. No transactions in the Units have been reported by Hallwood or the executive officers or directors listed in response to Item 2 during the past 60 days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP'S WITH RESPECT TO SECURITIES OF THE ISSUER. The Company, the Trust and Mr. Troup have entered into the Agreement described in Items 4 and 5. Completion of the Agreement is conditioned on, among other things, a satisfactory financing of certain obligations of Hallwood. According to the Agreement, upon satisfaction of all the conditions, Mr. Troup will resign from all positions with Hallwood. As part of the Agreement, Hallwood will transfer 82,608 Units and 360,000 shares of common stock of Hallwood Energy Corporation owned by Hallwood to the Trust in exchange for 305,196 shares of common stock of Hallwood owned by the Trust, and the cancellation of options to purchase 37,200 shares of common stock of Hallwood held by Mr. Troup. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Agreement, dated May 5, 1999, by and among The Hallwood Group, Epsilon Trust and Brian M. Troup, filed as Exhibit 10.34 to Hallwood's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (File No. 1-8303) and incorporated herein by reference. -4- 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: November 23, 1999 THE HALLWOOD GROUP INCORPORATED By: /s/ Melvin J. Melle -------------------------- Melvin J. Melle Vice President -5-