SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 2)*
Tender Offer Statement
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
and
SCHEDULE 13D/A (AMENDMENT NO. 14)
Under the Securities Exchange Act of 1934
HALLWOOD ENERGY CORPORATION
(Name of Subject Company)
THE HALLWOOD GROUP INCORPORATED
(Bidder)
$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
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* Constituting the final amendment to Schedule 14D-1.
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(1) Names of Reporting Person: The Hallwood Group Incorporated
S.S. or I.R.S. Identification No. of Above Person: 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) WC
(5) Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(e) or 2(f) |X|
(6) Citizenship or Place of Organization Delaware
(7) Aggregate Amount Beneficially Owned
by Each Reporting Person 633,917 shares
(8) Check Box if the Aggregate Amount in Row (7)
Excludes Certain Shares (See Instructions) |_|
(9) Percent of Class Represented by Amount in Row (7) 81.6%
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(10) Type of Reporting Person (See Instructions) CO
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The Hallwood Group Incorporated, a Delaware corporation (the
"Purchaser"), hereby amends and supplements its Tender Offer Statement on
Schedule 14D-1 and Schedule 13D/A (Amendment No. 12) (the "Schedule 14D-1 and
13D"), originally filed on October 15, 1996, and as so amended on November 22,
1996, with respect to its offer to purchase all 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 14D-1 and 13D is being filed on behalf of the Purchaser. The item
numbers and responses thereto below are in accordance with the requirements of
Schedule 14D-1 and Schedule 13D, respectively, of the Securities Exchange Act of
1934, as amended. Capitalized terms not defined herein have the meanings
assigned thereto in the Schedule 14D-1 and 13D.
This Amendment No. 2 to Schedule 14D-1 also constitutes (i) the final
amendment to the Schedule 14D-1 pursuant to General Instruction D to Schedule
14D-1 under the Exchange Act and (ii) Amendment No. 14 to the Statement on
Schedule 13D under the Exchange Act.
ITEM 6. INTEREST IN SECURITIES OF SUBJECT COMPANY.
On November 23, 1996, the Purchaser accepted for payment a total of
87,564 Shares.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1 and 13D is hereby amended to add the
following information.
(f) The Offer terminated at 12:00 midnight, New York City time, on
Friday, November 22, 1996.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Statement is hereby amended to add the following
exhibit:
(a)(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
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Name: Melvin J. Melle
Title: Vice President
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EXHIBIT INDEX
Exhibit
Number Description Page Number
(a)(10) Press Release issued by the Company and the Purchaser
dated November 25, 1996.
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Exhibit (a)(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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