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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
(Amendment No. 1)
MARK ONE
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
FOR THE FISCAL YEAR ENDED JULY 31, 1995 COMMISSION FILE NUMBER: 1-8303
THE HALLWOOD GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 51-0261339
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3710 RAWLINS, SUITE 1500
DALLAS, TEXAS 75219
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 528-5588
Securities Registered Pursuant to Section 12(b) of the Act:
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<CAPTION>
Name of Each Exchange
Title of Each Class On Which Registered
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<S> <C>
Common Stock ($.10 par value) New York Stock Exchange
13.5% Subordinated Debentures New York Stock Exchange
Due July 31, 2009
7% Collateralized Senior Subordinated Debentures New York Stock Exchange
Due July 31, 2000
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Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in, definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. /x/
The aggregate market value of the Common Stock, $.10 par value
per share, held by non-affiliates of the registrant, based on the closing price
of $10.25 per share on September 30, 1995 on the New York Stock Exchange, was
$8,475,000.
1,594,344 shares of Common Stock, $.10 par value per share,
were outstanding at September 30, 1995, including 264,709 shares owned by the
Company's Hallwood Energy Corporation subsidiary.
DOCUMENTS INCORPORATED BY REFERENCE
The information called for by Part III is incorporated by
reference to the definitive Proxy Statement for the Annual Meeting of
Stockholders of the Company to be filed with the Securities and Exchange
Commission not later than 120 days after July 31, 1995.
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THE HALLWOOD GROUP INCORPORATED
FORM 10-K/A (AMENDMENT NO. 1)
FOR THE FISCAL YEAR ENDED JULY 31, 1995
SECTION OF FORM 10-K AMENDED:
Part IV, Item 14 - Exhibits, Financial Statement Schedules and
Reports on Form 8-K
EXPLANATION OF AMENDMENT TO FORM 10-K
The descriptions of various exhibits listed in Item 14 are
incorrect. The following exhibits are hereby amended:
EXHIBIT NUMBER
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3.2
4.2
10.5
10.8
10.9
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
A complete revised list of exhibits is filed herewith.
All changes are underlined for ease of reference.
All references in the exhibit index to exhibits "filed
herewith" refer to exhibits which were filed with the
original Form 10-K filed on October 30, 1995.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Reference is made to the "Index to Financial Statements and Schedules"
appearing after the signature page hereof.
1. Financial Statements.
Included in Part II, Item 8 of this report are the following:
Independent Auditors' Report
Consolidated Balance Sheets, July 31, 1995 and 1994
Consolidated Statements of Operations, Years ended July 31,
1995, 1994 and 1993
Consolidated Statements of Changes in Stockholders' Equity,
Years ended July 31, 1993, 1994 and 1995
Consolidated Statements of Cash Flows, Years ended July 31,
1995, 1994 and 1993
Notes to Consolidated Financial Statements
Supplemental Oil and Gas Reserve Information (Unaudited)
2. Financial Statement Schedules.
Independent Auditors' Report on Schedules
I Condensed Financial Information of Registrant
II Valuation and Qualifying Accounts and Reserves
III Real Estate and Accumulated Depreciation
All other schedules are omitted since the required information is not
applicable or is included in the financial statements or related notes.
Financial Statements of ShowBiz Pizza Time, Inc.
Form 10-K, for the year ended December 30, 1994
Form 10-Q, for the period ended June 30, 1995 (Unaudited)
3. Exhibits and Reports on Form 8-K.
(a) Exhibits.
3.1 Second Restated Certificate of Incorporation of The
Hallwood Group Incorporated, is incorporated herein by
reference to Exhibit 4.2 to the Company's Form S-8
Registration Statement, File No. 33-63709.
3.2 Restated Bylaws of the Company, as currently in effect,
including all amendments thereto, is incorporated herein
by reference to Exhibit 3.4 to the Company's Form 10-K
for the fiscal year ended July 31, 1992, File No.
1-8303.
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4.1 Indenture Agreement, dated as of April 14, 1983, among
Atlantic Metropolitan Corporation, Atlantic Metropolitan
(U.K.) plc and The Law Debenture Trust Corporation plc,
as Trustee, relating to the 12% Convertible Notes due
July 31, 1997 of Anglo Metropolitan (U.K.) plc is
incorporated herein by reference to Exhibit 4.4 to
Atlantic Metropolitan Corporation's Form 10-K for the
fiscal year ended July 31, 1983, File No. 1-8303.
4.2 Indenture Agreement, and related Pledge Agreement, dated
as of March 2, 1993, among Norwest Bank Minnesota,
National Association, Trustee, and the Company,
regarding 7% Collateralized Subordinated Debentures due
July 31, 2000, is incorporated herein by reference to
Exhibit 4.2 to the Company's Form 10-Q for the fiscal
quarter ended January 31, 1993, File No. 1-8303.
4.3 Indenture, dated as of May 1, 1989, between the Company
and The Bank of New York, as Trustee, is incorporated
herein by reference to Exhibit T3C to the Company's
Application for Qualification of Indenture on Form T-3,
Registration No. 22-19326.
10.1 Consulting Agreement with Robert L. Lynch is
incorporated herein by reference to Exhibit 10.2 to Umet
Properties Corporation's Registration Statement on Form
S-11, File No. 2-73345.
10.2 Amendment to Consulting Agreement with Robert L. Lynch,
effective October 1, 1982, is incorporated herein by
reference to Exhibit 10.4 to Umet Properties
Corporation's Form 10-K for the fiscal year ended
November 30, 1982, File No. 1-8384.
10.3 Amended and Restated Agreement, dated March 30, 1990,
between the Company and Stanwick Management Company,
Inc. (subsequently merged into its parent, Stanwick
Holdings, Inc.) concerning the allocation of costs and
expenses incurred in connection with the operation and
management of their common offices is incorporated
herein by reference to Exhibit 10.30 to the Company's
Form 10-Q for the fiscal quarter ended April 30, 1990,
File No. 1-8303.
10.4 Amended 1985 Stock Option Plan is incorporated herein by
reference to Exhibit 10.9 to the Company's Form 10-K for
the fiscal year ended July 31, 1987, File No. 1-8303.
10.5 Employment Agreement, dated January 1, 1994, between the
Company and Melvin John Melle, is incorporated herein by
reference to Exhibit 10.9 to the Company's Form 10-K for
the fiscal year ended July 31, 1994, File No.1-8303.
10.6 Agreement, dated December 18, 1987, between the Company,
Grainger Trust plc, Atlantic Metropolitan (U.K.) plc and
Alan George Crisp, relating to the sale by the Company
of Atlantic Metropolitan (U.K.) plc is incorporated
herein by reference to Exhibit 2.1 to the Company's Form
8-K dated January 6, 1988, File No. 1-8303.
10.7 Tax Sharing Agreement, dated as of March 15, 1989,
between the Company and Brookwood Companies Incorporated
is incorporated herein by reference to Exhibit 10.25 to
the Company's Form 10-K for the fiscal year ended July
31, 1989, File No. 1-8303.
10.8 Amended Tax-Favored Savings Plan Agreement of the
Company, effective as of February 1, 1992, incorporated
by reference to Exhibit 10.33 to the Company's Form 10-K
for the fiscal year ended July 31, 1992, File No.
1-8303.
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10.9 Hallwood Special Bonus Agreement, dated as of August 1,
1993, between the Company and all members of its control
group that now, or hereafter, participate in the
Hallwood Tax Favored Savings Plan and its related trust,
and those employees who, during the plan year of
reference are highly-compensated eligible employees of
the Company, is incorporated herein by reference to
Exhibit 10.34 to the Company's Form 10-K for the fiscal
year ended July 31, 1994, File No. 1-8303.
10.10 Consulting Agreement, dated as of August 1, 1989,
between the Company and Atlantic Management Associates,
Inc. is incorporated by reference to Exhibit 10.28 to
the Company's Form 10-Q for the fiscal quarter ended
January 31, 1990, File No. 1-8303.
10.11 Services Agreement, dated September 29, 1992 between the
Company and Hallwood Securities Limited, incorporated by
reference to Exhibit 10.43 to the Company's Form 10-K
for the fiscal year ended July 31, 1992, File No.
1-8303.
10.12 Consulting Agreement, dated June 2, 1992, between the
Company and Hallwood Monaco S.A.M, incorporated by
reference to Exhibit 10.47 to the Company's Form 10-K
for the fiscal year ended July 31, 1992, File No.
1-8303.
10.13 Credit Agreement and Guaranty, dated as of December 9,
1992, among Brookwood Companies Incorporated as
Borrower, the Guarantor signatory hereto, the Banks
signatory hereto and The Chase Manhattan Bank, N.A., as
Agent; and the First Amendment to Credit Agreement and
Guaranty, dated as of March 31, 1993, incorporated by
reference to Exhibit 10.55 to the Company's Form 10-Q
for the quarter ended April 30, 1993, File No. 1-8303.
10.14 Second Amendment to Credit and Guaranty, dated as of
September 27, 1994, among Brookwood Companies
Incorporated as Borrower, Kenyon Industries, Inc. as
Guarantor and The Chase Manhattan Bank, N.A. as Bank and
as agent for the Banks, is incorporated herein by
reference to Exhibit 10.56 to the Company's Form 10-K
for the fiscal year ended July 31, 1994, File No.1-8303.
10.15 Third Amendment to Credit and Guaranty, dated as of June
23, 1995, among Brookwood Companies Incorporated as
Borrower, Kenyon Industries, Inc. as Guarantor and The
Chase Manhattan Bank, N.A. as Bank and as agent for the
Banks, filed herewith.
10.16 WCMA Note and Loan Agreement and Pledge and Collateral
Assignment of Securities Account and Securities, dated
as of April 19, 1994 between the Company and Merrill
Lynch Business Financial Services, Inc.; and Amendment
to Loan Documents, dated September 8, 1994, is
incorporated herein by reference to Exhibit 10.58 to the
Company's Form 10-K for the fiscal year ended July 31,
1994, File No. 1-8303.
10.17 Employment Agreement, dated as of April 1, 1992, between
the Company's Hallwood Monaco SAM subsidiary and Anthony
J. Gumbiner, is incorporated herein by reference to
Exhibit 10.59 to the Company's Form 10-K for the fiscal
year ended July 31, 1994, File No. 1-8303.
10.18 Financial Consulting Agreement, dated as of August 1,
1994, between the Company and Hallwood Financial
Corporation, is incorporated herein by reference to
Exhibit 10.60 to the Company's Form 10-K for the fiscal
year ended July 31, 1994, File No. 1-8303.
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10.19 Financial Consulting Agreement, dated as of June 30,
1994, between the Company and Hallwood Petroleum, Inc.,
is incorporated herein by reference to Exhibit 10.61 to
the Company's Form 10-K for the fiscal year ended July
31, 1994, File No. 1-8303.
10.20 Agreement, dated as of January 1, 1993, between Hallwood
Investment Company and Brian Michael Troup, filed
herewith.
10.21 Financial and Management Consulting Services Agreement,
between ShowBiz Pizza Time, Inc. and the Company, dated
December 1988, filed herewith.
10.22 1995 Stock Option Plan For The Hallwood Group
Incorporated is incorporated herein by reference to
Exhibit 4.1 of the Company's Form S-8 Registration
Statement, File No. 33-63709.
11 Statement Regarding Computation of Per Share Earnings.
22 Active Subsidiaries of the Registrant as of September
30, 1995.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
On October 26, 1995 the Company filed a Form 8-K (File No. 1-8303)
reporting a change in the Company's fiscal year end from July 31 to December
31, to be effective beginning December 31, 1995, which is incorporated herein
by reference.
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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Form 10-K/A
(Amendment No. 1) to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE HALLWOOD GROUP INCORPORATED
Dated: November 14, 1995 By: /s/ Melvin J. Melle
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Melvin J. Melle, Vice President
(Duly Authorized Officer and
Principal Financial and
Accounting Officer)
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