SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
HALLWOOD ENERGY CORPORATION
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
40636X
(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)
MAY 6, 2000
(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(e), (f) or (g), check the following box .
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CUSIP No. 40636X
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) 00
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
7. Sole Voting Power 1,440,000 Shares
Number of Shares 8. Shared Voting Power 0
Beneficially Owned by 9. Sole Dispositive Power 1,440,000 Shares
Each Reporting Person 10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 1,440,000 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions)
13. Percent of Class Represented by Amount in Row 11. 14.96%
14. Type of Reporting Person (See Instructions): CO
<PAGE>
SCHEDULE 13D
This Amendment No. 2 to Schedule 13D amends the Schedule 13D, dated
June 17, 1999, as previously amended (the "Schedule 13D"), filed by The Hallwood
Group Incorporated, a Delaware Corporation (the "Company"), and is being filed
pursuant to Rule 13d-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended. Unless otherwise indicated, all capitalized
terms used but not defined herein have the meanings ascribed to such terms in
the Schedule 13D. "No material changes" means no material changes to the
response contained in the Company's Schedule 13D previously filed.
ITEM 1. SECURITY AND ISSUER.
No material changes.
ITEM 2. IDENTITY AND BACKGROUND.
No material changes.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTIONS.
Pursuant to an Agreement dated May 5, 1999 (the "Agreement") among
the Company, Epsilon Trust, of which Mr. Brian Troup and certain
family members are beneficiaries (the "Trust") and Mr. Brian Troup,
the Company, the Trust and Mr. Troup agreed to separate their
interests. On December 21, 1999 all conditions to the
completion of the transactions contemplated by the Agreement were
satisfied. See Item 6 below for a discussion of the terms of the
Agreement. Pursuant to a Stock Purchase Agreement completed May 6,
2000 by and among Hallwood Energy Corporation ("Hallwood Energy"),
Brian Troup and the successor to the Trust, Hallwood Energy purchased
the shares from the successor.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Pursuant to the Agreement, on December 21, the Company transferred
360,000 shares of Common Stock (the "Common Stock") of Hallwood
Energy representing approximately 3.6% of the outstanding Common Stock
to the Trust. Under the Agreement, the Trust granted the Company
an irrevocable proxy as to the 360,000 shares transferred to the Trust
and, therefore, the Company was deemed to have sole voting power with
respect to such shares. Also under the Agreement, the Trust granted
the Company a right to purchase such shares for six months after the
transfer of such shares and a right of first refusal with respect to
the shares thereafter. Therefore, the Company and the Trust were
deemed to share dispositive power over such shares. Pursuant to a
<PAGE>
Stock Purchase Agreement completed May 6, 2000 by and among Hallwood
Energy, Brian Troup and the successor to the Trust, Hallwood Energy
purchased the shares from the successor. As a result, the Company no
longer shares voting or dispositive power over the 360,000 shares.
Other than the transactions contemplated by Agreement, no transactions
in the common stock of Hallwood Energy have been reported by the
Company or any of the entities or the executive officers or directors
listed in response to Item 2 during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None
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: May 15, 2000 THE HALLWOOD GROUP INCORPORATED
By:/s/ Joseph T. Koenig
---------------------------------
Joseph T. Koenig
Assistant Secretary and Treasurer
