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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)*
Hallwood Energy Corporation
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
805575206
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(CUSIP Number)
W. Alan Kailer, Esq.
Jenkens & Gilchrist, a Professional Corporation
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202-2799
(214) 855-4500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 28, 1995 - December 8, 1995
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the 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 five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
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SCHEDULE 13D
CUSIP NO. 805575206 PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Hallwood Group Incorporated 51-0261339
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS(1)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
633,917*
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
633,917*
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
633,917*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.0*
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14 TYPE OF REPORTING PERSON*
CO
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* Assumes the conversion of 356,000 shares of Series E Preferred Stock of the
Company owned by The Hallwood Group Incorporated.
(1) SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
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SCHEDULE 13D
This Amendment No. 10 to Schedule 13D amends the Schedule 13D, filed
January 17, 1985, 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 Act of 1934, as amended. Unless otherwise indicated, all
capitalized terms used but not defined have the meanings ascribed to such terms
in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Hallwood purchased 12,126 shares of the Company's Common Stock
for an aggregate purchase price of $200,050.50. Such purchase price
was paid with funds from Hallwood's working capital.
ITEM 4. PURPOSE OF TRANSACTIONS.
Hallwood intends to own in excess of 80% of the Company's
Common Stock in order to enable the Company to be consolidated with
Hallwood for federal income tax purposes. Hallwood has no other plans
or proposals with respect to the Company required to be reported
pursuant to this Item.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this filing and assuming the conversion of 356,000
shares of Series E Preferred Stock of the Company owned by Hallwood,
Hallwood owns 633,917 shares (the "Shares") of the Common Stock of the
Company, representing approximately 80.0% of the shares of Common
Stock outstanding on November 10, 1995, as reported in the Company's
Form 10-Q for the quarter ended September 30, 1995 (the "Outstanding
Common Stock"). Except for William L. Guzzetti, none of the
Instruction C Persons own Common Stock. Mr. Guzzetti owns 285 shares
of Common Stock, representing less than 1.0% of the Outstanding Common
Stock.
(b) Hallwood has sole voting and dispositive power over the Shares.
William L. Guzzetti has sole voting and dispositive power over the 285
shares of Common Stock he owns.
(c) Hallwood purchased 19 shares of Common Stock at $15.00 per share on
November 28, 1995, 6,638 shares of Common Stock at $16.50 per share on
November 30, 1995 and 5,469 shares of Common Stock at $16.50 per share
on December 8, 1995.
(d) Not applicable.
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(e) Not applicable.
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: December 19, 1995 THE HALLWOOD GROUP INCORPORATED
By: /s/ MELVIN J. MELLE
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Melvin J. Melle
Vice President, Chief Financial
Officer and Secretary
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