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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)
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)
MARCH 13, 1997 AND MARCH 26, 1997
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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) OO
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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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7. Sole Voting Power 0
Number of Shares ----------------
Beneficially 8. Owned Shabyd Voting Power 0
Each Reporting ----------------
Person With 9. Sole Dispositive Power 0
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10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
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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.
0
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14. Type of Reporting Person (See Instructions):
CO
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Schedule 13D
This Amendment No. 10 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 (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. "No material changes" means no
material changes to the response contained in the Trust's Schedule 13D
previously filed.
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. ("ShowBiz").
The address of the principal offices of the Company is 4441 West
Airport Freeway, Irving, Texas 75062.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name:
No material changes.
(b) Business address:
No material changes.
(c) Principal business:
No material changes.
(d) Criminal convictions:
No material changes.
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(e) Civil proceedings:
On July 22, 1996, the Company announced that it agreed to a
settlement of a claim by the Securities and Exchange
Commission ("SEC") arising from the sale of a small portion of
its holdings in the stock of ShowBiz during a four-day period
in June 1993. These and other similar sales were made by the
Company pursuant to a pre-planned, long-term selling program
begun in December 1992. The SEC asserted that some, but not
all, of the Company's June 1993 sales were improper because,
before the sales program was completed, the Company is alleged
to have received non-public information about ShowBiz. In
connection with the settlement, the Company agreed to
contribute approximately $953,000 representing the loss that
the SEC alleged the Company avoided by selling during the
four-day period, plus interest of $240,000. This money was
deposited into a fund for the benefit of those who bought
ShowBiz stock from the Company during the four-day period.
The Company also agreed to be subject to an injunction against
any future violations of certain federal securities laws. In
addition, the SEC alleged that Anthony J. Gumbiner, Chairman
of the Board and Chief Executive Officer of the Company,
failed to take appropriate action to discontinue the Company's
sales of the ShowBiz shares during the four days in question.
Mr. Gumbiner did not directly conduct the sales, nor did he
sell any shares for his own account or for the account of any
trust for which he has the power to designate the trustee.
Although the sales were made solely by the Company, the SEC
assessed a civil penalty of $477,000 against Mr. Gumbiner as a
"control person" for the Company. Mr. Gumbiner, however, is
not subject to any separate injunction concerning his future
personal activities.
As provided in the settlement, neither the Company nor Mr.
Gumbiner admitted or denied the allegations made by the SEC,
and both entered into the settlement to avoid the
extraordinary time and expense that would be involved in
protracted litigation with the government. The Company
believes that the SEC's legal theories in any such litigation
would have been novel, but feels that this settlement was in
its best interests and fair to the shareholders who were
affected by the Company's sales.
(f) Citizenship
No material changes.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 3, 1997, the Board of Directors of the Company
authorized the issuance of additional shares of the Company's common stock
to two trusts associated with Anthony J. Gumbiner and Brian M. Troup in
exchange for the contribution to the Company by those trusts of shares of
ShowBiz. The Board authorized the issuance of a total 267,709 shares of
common stock of the Company in exchange for the contribution by the trusts
of 219,194 shares of common stock of ShowBiz. Upon the receipt of
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regulatory approval the exchange was completed on March 13, 1997. On
March 26, 1997, the Company sold all of its holdings of the shares of
common stock of ShowBiz (the"Shares") pursuant to a registered
offering of 3,654,746 shares of common stock of ShowBiz.
ITEM 4. PURPOSE OF TRANSACTIONS.
The Company acquired the shares of ShowBiz for investment and
disposed of the ShowBiz shares to repay debt, utilize expiring
federal income tax net operating loss carryforwards and focus
on core investments actively managed by the Company.
ITEM 5. Interest in Securities of the Issuer.
As a result of the exchange described in this Schedule 13D, the
Company owned 2,632,983 shares of common stock (the "Shares"), representing
approximately 14.2% of the common stock outstanding on March 20, 1997, as
reported in Show Biz's Registration Statement on Form S-3, as amended. As a
result of the sale of 2,632,983 shares pursuant to the registered offering of
3,654,746 shares of common stock of ShowBiz, which was completed on March 26,
1997, the Company owns no shares of common stock of ShowBiz as of the date of
this filing.
(b) Not applicable.
(c) Reference is made to Item 4 above, which is incorporated
herein by reference.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No material changes.
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: April 8, 1997 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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