UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
THE HALLWOOD GROUP INCORPORATED
(Name of Subject Company (issuer))
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, par value $0.10 per Share
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
W. Alan Kailer, Esq.
Hunton & Williams LLP
1445 Ross Avenue, Suite 3700
Dallas, Texas 75202-2799
(214) 468-3342
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).
Schedule 13D
This Amendment No. 16 to Schedule 13D amends the Schedule 13D (the “Schedule 13D”), filed by
Hallwood Trust,(formerly the Alpha Trust) a trust formed under the laws of the Island of Jersey,
Channel Islands (the “Trust”) and Anthony J. Gumbiner, and is being filed pursuant to Rule 13d-2 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Unless
otherwise indicated, all capitalized terms used, but 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 Schedule 13D previously filed.
Item 1. Security and Issuer.
This Amendment No. 16 to Schedule 13D, relates to the Common Stock, par value $0.10 per share
(the “Shares”), of The Hallwood Group Incorporated, a Delaware corporation (the “Company”) and
amends and supplements all information contained in the Schedule 13D, as amended.
The Company’s principal executive offices are at 3710 Rawlins, Suite 1500, Dallas, Texas
75219.
Item 2. Identity and Background.
(a) The persons on whose behalf this statement is filed are the Hallwood Trust (the “Trust”), a
trust formed under the laws of the Island of Jersey, Channel Islands, and Anthony J. Gumbiner. The
trustee of the Trust is Hallwood Company Limited, a corporation filed under the laws of Nevis
(“HCL”). Mr. Gumbiner, his wife Marie Magdelaine Gumbiner, his children Celine Gumbiner and
Charles Gumbiner, and Alastair Howie are directors of HCL and Mr. Gumbiner and his wife are the
executive officers of HCL. The Trust owns the Shares through Hallwood Financial Limited (“Hallwood
Financial”), a corporation organized under the laws of the British Virgin Islands that is wholly
owned by the Trust. Mr. Gumbiner, his wife Marie Magdelaine Gumbiner and Alastair Howie, are
directors of Hallwood Financial and Messrs. Gumbiner and Howie are the executive officers of
Hallwood Financial.
(b) All of the persons identified in paragraph (a) and all the entities identified in paragraph (c)
may be contacted at 3710 Rawlins, Suite 1220, Dallas, Texas 75219.
(c) Anthony J. Gumbiner is Chairman of the Board and Chief Executive Officer of The Hallwood Group
Incorporated and certain of its affiliates.
Marie Magdelaine Gumbiner is not employed.
Celine Gumbiner is self-employed.
Charles Gumbiner is self-employed.
Alastair Howie is President of Hallwood Investments Limited, a holding company; Chairman of
the Board of Directors of Brookwood Companies Incorporated; and an executive director of Hallwood
Financial Limited.
(d) None of the persons identified in paragraph (a) have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the persons identified in paragraph (a) have, during the last five years, been a party
to 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.
(f) Anthony J. Gumbiner is a citizen of the United Kingdom.
Marie Magdelaine Gumbiner is a citizen of France.
Celine Gumbiner is a citizen of the United States.
Charles Gumbiner is a citizen of the United Kingdom.
Alastair Howie is a citizen of the United Kingdom.
Item 3. Source and Amount of Funds or Other Consideration
No material changes.
Item 4. Purpose of the Transaction
Item 4(a)—(j) is amended to include the following:
Proposed Offer
On April 20, 2009, Hallwood Financial Limited announced that it intends to offer to acquire
all of the outstanding publicly held shares of the Company. Hallwood Financial currently owns
65.7% of the outstanding common stock of the Company and intends to offer to acquire the balance of
the Company’s common stock at $12.00 per share in cash,
representing a 15% premium over the weighted average closing price for the 10 trading days ending on April 20, 2009 and a 52% premium over the weighted average closing price since
March 1, 2009. The press release is filed as an exhibit herewith and is incorporated by reference
herein.
Item 5. Interest in Securities of the Issuer
By virtue of the relationships reported under Item 2 of this statement, Hallwood Trust and Mr.
Gumbiner may be deemed to have shared voting and dispositive power with respect to the Shares owned
directly by Hallwood Financial. None of the individuals identified in Item 2, other than Mr.
Gumbiner, beneficially own any shares of the Company. No other material changes.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of
Issuer.
Item 6 is amended to include the following:
See “Item 4. Purpose of Transaction” for a description of the announcement by Offeror on April
20, 2009. This description is subject to, and qualified in its entirety by reference to the press
release which has been filed as an exhibit herewith.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended to include the following:
| Exhibit 99.1 |
|
Text of Press Release, issued by Hallwood Financial Limited on April 20, 2009 |