SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
HALLWOOD ENERGY CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 par value per share
(Title of Class of Securities)
805575206
(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.)
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CUSIP No. 805575206
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) N/A
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 633,917
Person With
8. Shared Voting Power 0
9. Sole Dispositive Power 633,917
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
633,917
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions)
13. Percent of Class Represented by Amount in Row 11.
81.6%
14. Type of Reporting Person (See Instructions):
CO
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Schedule 13D
This Amendment No. 11 to Schedule 13D amends the Schedule 13D filed
January 17, 1985, as amended (the "Schedule 13D"), 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.
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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 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.
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(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 Transactions.
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Hallwood intends to effect a combination of Hallwood and the Company by
offering the minority shareholders of the Company, as of the record date, cash
in the amount of $19.50 per share. The agreement is subject to the determination
of the structure of the combination and the execution by both companies of a
definitive agreement. It is anticipated that the completion of the transaction
will be conditioned on the approval of the holders of a majority of the shares
of the Company not held by Hallwood.
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.
No material changes.
Item 7. Materials to Be Filed as Exhibits.
No material changes.
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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
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Melvin J. Melle
Vice President, Chief Financial Officer and Secretary
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