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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
SHOWBIZ PIZZA TIME, INC.
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(NAME OF ISSUER)
COMMON STOCK, $0.10 PAR VALUE PER SHARE
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(TITLE OF CLASS OF SECURITIES)
825388309
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(CUSIP NUMBER)
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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(NAME, ADDRESS AND TELEPHONE NUMBER
OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS)
JULY 1, 1996
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(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. 825388309
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Persons:
The Hallwood Group Incorporated 51-0261339
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2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [ ] (b) [ ]
3. SEC Use Only
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4. Source of Funds (See instructions) Not Applicable
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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
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Number of Shares 7. Sole Voting Power 2,413,789
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Beneficially Owned by 8. Shared Voting Power 0
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Each Reporting 9. Sole Dispositive Power 2,413,789
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Person With 10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,413,789
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12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11.
13.2%
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14. Type of Reporting Person (See Instructions):
CO
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Schedule 13D
This Amendment No. 9 to Schedule 13D amends the Schedule 13D, dated
March 8, 1994, as amended (the "Schedule 13D"), filed 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.
This statement on Schedule 13D relates to the Common Stock,
par value $0.10 per share, of ShowBiz Pizza Time, Inc. (the
"Company"). The address of the principal offices of the
Company is 4441 West Airport Freeway, Irving, Texas 75062.
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.
(e) Civil proceedings:
None of the persons providing information in this
statement have been subject to a judgment, decree or final
order enjoining future violations of or
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mandating activities subject to federal securities laws or
finding any violation with respect to such laws.
(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.
On July 1, 1996, Hallwood sold in open market
transactions 20,000 shares and 17,500 shares of the Company's
Common Stock for a per share price of $17.125 and $17.000,
respectively. The sale of the Company's Common Stock by
Hallwood was for the purpose of raising working capital.
Hallwood currently has no other plans or proposals with
respect to the Company required to be reported pursuant to
this Item.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this filing, Hallwood owns
2,413,789 shares (the "Shares") of the Common Stock of the
Company, representing approximately 13.2% of the shares of the
Common Stock outstanding on June 30, 1996.
(b) Hallwood has sole existing and dispositive power over
the Shares.
(c) The following table shows the sales made by Hallwood
during the sixty-day period prior to July 1, 1996 (each sale
was effected in an open market transaction):
<TABLE>
<CAPTION>
Number of Price Number of Price
Date Shares Sold Per Share Date Shares Sold Per Share
---- ----------- --------- ---- ----------- ---------
<S> <C> <C> <C> <C> <C>
5/7/96 10,000 22.2500 5/13/96 7,000 23.5000
5/7/96 5,000 22.3125 5/13/96 3,000 23.3750
5/8/96 10,000 22.6250 5/23/96 2,500 16.5000
5/8/96 10,000 22.5000 5/31/96 6,000 16.000
5/8/96 5,000 22.3750 6/3/96 6,000 16.000
5/9/96 10,000 22.7500 6/14/96 23,000 16.000
5/10/96 10,000 22.8750 6/17/96 10,000 16.000
5/10/96 5,000 23.3750 6/17/96 5,000 16.500
5/10/96 5,000 23.3125 6/18/96 6,500 15.8750
5/13/96 10,000 23.6250 6/18/96 14,000 16.000
5/13/96 7,500 24.2500 6/18/96 2,000 16.1250
</TABLE>
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(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
In connection with the settlement of certain claims
arising under the petition for reorganization relief under
Title 11 of Chapter 11 of the United States Code filed by
Integra - A Hotel and Restaurant Company ("Integra"), Hallwood
issued a Secured Settlement Note and Pledge Agreement in the
principal amount of $4,000,000, dated March 8, 1994 (the
"Note") to the Integra Unsecured Creditors' Trust (the
"Trust"). The Note is secured by a pledge of 517,242 shares
(on a post-split basis) of Common Stock of the Company (the
"Shares") held by Hallwood, including any extraordinary
dividends of any type on the Shares. For purposes of the
agreement, extraordinary dividends include, but are not
limited to, dividends of any security or other non-cash
assets, whether in the form of stock splits or otherwise, and
cash dividends that, over the course of one year, exceed 1% of
the market value of the stock.
In addition, Hallwood granted to the Trust the
following rights: if, on the date the Note is paid in full
(the "Payment Date"), the Shares have a market value greater
than $25.00 per share, taking into account any stock split,
Hallwood will be obligated to pay immediately an amount equal
to the difference between the market value of the Shares and
$25.00 per share. The market value of the Shares will be
measured by taking an average of the closing prices of the
Common Stock for the month prior to the Payment Date.
On April 19, 1994, Hallwood obtained a $6,000,000
line of credit from Merrill Lynch Business Financial Services
Inc. and secured this line of credit with a pledge of
1,439,365 shares of Common Stock of the Company held by
Hallwood. The line of credit was amended on June 4, 1996,
increasing the loan amount to $7,000,000. As of July 1, 1996,
the line of credit is secured by 1,896,547 shares of Common
Stock of the Company held by Hallwood.
ITEM 7. MATERIALS FILED AS EXHIBITS.
None.
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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: July 11, 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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