SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
(AMENDMENT NO. 2)*
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
HALLWOOD ENERGY CORPORATION
(Name of the Issuer)
THE HALLWOOD GROUP INCORPORATED
(Name of Person(s) Filing Statement)
$0.50 PAR VALUE COMMON STOCK
(Title of Class of Securities)
40636M208
(CUSIP Number of Class of Securities)
MELVIN J. MELLE
THE HALLWOOD GROUP INCORPORATED
3710 RAWLINS, SUITE 1500
DALLAS, TEXAS 75219
(214) 528-5588
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Bidder)
COPY TO:
W. ALAN KAILER, ESQ.
JENKENS & GILCHRIST
A PROFESSIONAL CORPORATION
1445 ROSS AVENUE, SUITE 3200
DALLAS, TEXAS 75202-2799
(214) 855-4500
---------------------
This statement is filed in connection with (check the appropriate box):
|_| (a) The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange Act of 1934.
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|_| (b) The filing of a registration statement under the Securities
Act of 1933.
|X| (c) A tender offer.
|_| (d) None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. |_|
* Constituting the final amendment to Schedule 13E-3.
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The Hallwood Group Incorporated (the "Purchaser") hereby amends and
supplements its Rule 13E-3 Transaction Statement (the "Schedule 13E-3")
originally filed on October 15, 1996, and as so amended on November 22, 1996,
with respect to its tender offer for all of the outstanding shares of Common
Stock, par value $0.50 per share (the "Shares"), of Hallwood Energy Corporation,
a Texas corporation (the "Company"), not currently directly or indirectly owned
by the Purchaser, for $19.50 per Share, net to the seller in cash, without
interest thereon, as set forth in this Amendment No. 2. This Amendment No. 2 to
the Schedule 13E-3 is intended to satisfy the reporting requirements of Section
13(e) of the Exchange Act. The Tender Offer Statement on Schedule 14D-1 and
Schedule 13D/A (Amendment No. 12) (the "Schedule 14D-1") was originally filed by
the Purchaser with the Securities and Exchange Commission on October 15, 1996,
was amended on November 22, 1996, and is being amended concurrently herewith.
The information contained in the Schedule 14D-1, including all exhibits thereto,
is expressly and hereby incorporated herein by reference and the responses to
each item are qualified in their entirety by reference to the information
contained in the Schedule 14D-1 and the exhibits thereto. All cross references
in this Schedule 13E-3, other than cross references to the Schedule 14D-1, are
to the Offer to Purchase.
This Amendment No. 2 to the Schedule 13E-3 also constitutes the final
amendment to the Schedule 13E-3 pursuant to Rule 13e-3(d)(3) promulgated under
the Exchange Act.
ITEM 10. INTERESTS IN SECURITIES OF THE ISSUER.
On November 23, 1996, the Purchaser accepted for payment a
total of 87,564 Shares.
ITEM 16. ADDITIONAL INFORMATION.
The Offer terminated at 12:00 midnight, New York City time, on
Friday, November 22, 1996.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d)(10) Press Release issued by the Company and the Purchaser dated
November 25, 1996.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 6, 1996 THE HALLWOOD GROUP
INCORPORATED
By: /s/ Melvin J. Melle
-------------------------
Name: Melvin J. Melle
Title: Vice President
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EXHIBIT INDEX
Exhibit
Number Description Page
Number
(d)(10) Press Release issued by the Company and the Purchaser dated
November 25, 1996.
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Exhibit (d)(10)
FOR IMMEDIATE RELEASE
THE HALLWOOD GROUP INCORPORATED HALLWOOD ENERGY CORPORATION
3710 Rawlins, Suite 1500 4582 S. Ulster Street Parkway
Dallas, Texas 75219 Denver, Colorado 80237
Contact Investor Relations:
Mary Doyle Cathleen Osborn
(214) 528-5588 (303) 850-7373
Dallas, Texas, November 25, 1996, - The Hallwood Group Incorporated (NYSE:HWG)
and Hallwood Energy Corporation (OTC Bulletin Board: HWEC) announced today that,
in connection with the tender offer by The Hallwood Group Incorporated
("Hallwood Group") for all of the outstanding shares of common stock of Hallwood
Energy Corporation ("Hallwood Energy") which expired at 12:00 midnight on
November 22, 1996, in excess of 87,500 shares were tendered to Hallwood Group.
The tendered shares represent in excess of 11% of the remaining outstanding
shares of Hallwood Energy. As a result of these tenders, Hallwood Group now
holds in excess of 92% of the total outstanding shares of Hallwood Energy, and
intends to promptly consummate the merger of Hallwood Energy into Hallwood
Group. After the merger, Hallwood Group will continue as the surviving
corporation.
-END-
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