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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 9)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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)
OCTOBER 26, 1995 - OCTOBER 30, 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 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.)
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CUSIP No. 805575206
1 . Name of Reporting Person and S.S. or I.R.S. Identification
Nos. of Persons: The Hallwood Group Incorporated 51-0261339
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2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [ ] (b) [ ]
3. SEC Use Only
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4. Source of Funds (See instructions) WC
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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
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7. Sole Voting Power 621,791*
Number of Units --------
Beneficially Owned 8. Shared Voting Power 0
Each Reporting Person --------
Person With 9. Sole Dispositive Power 621,791*
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10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
621,791*
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Units
(See Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11.
78.5%*
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14. Type of Reporting Person (See Instructions):
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.
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Schedule 13D
This Amendment No. 9 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 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the common stock, par value
$0.01 per share, of the Hallwood Energy Corporation (the "Company"). The
address of the principal offices of the Company is 3710 Rawlins, Suite 1500,
Dallas, Texas 75219.
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; and Joseph T. Koenig, Assistant Vice
President 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
Instruction C Persons 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.
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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 the Company, a director of Hallwood Holdings
S.A. ("HHSA"), and a director of ShowBiz Pizza Time, Inc.
("ShowBiz"), 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 the Company, 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, and a director
of the Company, ShowBiz, HCRC and HRC.
Robert L. Lynch is Vice Chairman and a director of
Hallwood, a director of ShowBiz, 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 ShowBiz, 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., ShowBiz, 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.
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.
(e) Civil proceedings:
None of the persons providing information in this
statement have been subject to a judgment, decree or final
order enjoining future violations of or
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mandating activities subject to federal securities laws or
finding any violation with respect to such laws.
(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. Guzzetti, Lynch,
Crocco, Talbot, Melle and Koenig are citizens of the United
States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Hallwood purchased 25,186 shares of the Company's
Common Stock for an aggregate purchase price of $415,627.50.
Such purchase price was paid with funds from Hallwood's
working capital.
ITEM 4. PURPOSE OF TRANSACTIONS.
Hallwood intends to own approximately 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 621,791 shares (the "Shares")
of the Common Stock of the Company, representing approximately
78.5% of the shares of Common Stock outstanding on August 11,
1995, as reported in the Company's Form 10-Q for the quarter
ended June 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 5,500 shares, 5,309 shares and 14,377
shares of Common Stock on October 26, 1995, October 27, 1995
and October 30, 1995, respectively. Each purchase was at a
per share price of $16.50 and was effected in an open market
transaction.
(d) Not applicable.
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(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Hallwood entered into a Settlement Agreement dated April 14,
1994 with HRP and Smith Barney Shearson Holding Inc. ("Smith Barney")
pursuant to which Hallwood agreed to deliver a note (the "Note") in
the principal amount of $1.5 million from Hallwood to the agent for
the plaintiffs in the litigation styled Equitec Roll-up Litigation,
No. C-90-2064 CAL, in the United States District Court, Northern
District of California. The Note was issued in connection with the
settlement of this litigation, and was guaranteed as to payment by
Smith Barney. Hallwood agreed to reimburse Smith Barney for any
payments Smith Barney is required to make pursuant to the guaranty and
has granted Smith Barney a security interest in 187,500 shares of
Common Stock of the Company to secure this reimbursement agreement.
Hallwood agreed to maintain a 150% value-to-loan ratio throughout the
term of the Note, and agreed to grant a security interest in
additional shares of Common Stock of the Company held or acquired by
Hallwood if necessary to maintain this ratio.
ITEM 7. MATERIALS FILED AS EXHIBITS.
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: November 7, 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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