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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
to
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
THE HALLWOOD GROUP INCORPORATED
(Name of issuer)
THE HALLWOOD GROUP INCORPORATED
(Name of person(s) filing statement)
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Common Stock, par value $0.10 per share
(Title of class of securities)
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(CUSIP number of class of securities)
Melvin J. Melle
Vice President - Chief Financial Officer and Secretary
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 person(s) filing statement)
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COPY TO:
W. Alan Kailer Judy G. Gechman
Jenkens & Gilchrist, Jenkens & Gilchrist,
a Professional Corporation a Professional Corporation
1445 Ross Avenue, Suite 3200 1100 Louisiana, Suite 1800
Dallas, Texas 75202 Houston, Texas 77002
(214) 855-4500 (713) 951-3300
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May 12, 1997
(Date tender offer first published, sent or given to security holders)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
$8,372,678 $1,674.54
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* Calculated solely for purposes of determining the filing fee, based upon
the purchase of 304,461 shares at the tender offer price per share of
$27.50.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $1,650.00 Filing Party: The Hallwood Group
Incorporated
Form or Registration No.: Schedule 13E-4 Date Filed: May 12, 1997
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This Amendment No. 1 relates to the Schedule 13E-4 filed by The Hallwood
Group Incorporated, a Delaware company (the "Company"), on May 12, 1997 (the
"Schedule 13E-4"). All terms used herein unless otherwise defined shall have
the same meaning as in the Schedule 13E-4. The Schedule 13E-4 is hereby amended
by adding the following:
ITEM 8. ADDITIONAL INFORMATION.
The Offer expired on June 16, 1997, at 5:00 p.m. Denver, Colorado time. The
Company accepted for purchase 304,461 Shares. This represents approximately
92.7% of the shares properly tendered prior to the Expiration and includes an
increase, over the original Offer to purchase 300,000 Shares, of less than 2%
of the outstanding shares of Common Stock of the Company.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(8) Form of Press Release issued by the Company dated June 16, 1997.
(a)(9) Form of Press Release issued by the Company dated June 24, 1997.
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.
THE HALLWOOD GROUP INCORPORATED
By: /s/ Melvin J. Melle
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Name: Melvin J. Melle
Title: Vice President - Chief Financial Officer
and Secretary
Dated: June 25, 1997
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INDEX TO EXHIBITS
ITEM DESCRIPTION
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(a)(8) Form of Press Release issued by the Company dated June 16, 1997.
(a)(9) Form of Press Release issued by the Company dated June 24, 1997.
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[THE HALLWOOD GROUP INCORPORATED LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact: Mary Doyle
Vice President
Investor Relations
800-225-0135
214-528-5588
THE HALLWOOD GROUP INCORPORATED ANNOUNCES EXPIRATION OF
COMMISSION-FREE, SELF-TENDER OFFER FOR ITS COMMON STOCK
Dallas, Texas, June 16, 1997 -- The Hallwood Group Incorporated (NYSE-HWG)
announced today that its commission-free, self-tender Offer for up to 300,000
shares of its common stock has expired. Preliminary results indicate that in
excess of 328,000 shares of common stock have been tendered and, accordingly,
the proration provisions of the Offer document have become effective. The
Company is currently reviewing the results. Information regarding the method
of proration and the number of shares that will be purchased will be
disclosed as soon as possible.
The Hallwood Group Incorporated is a diversified holding company operating in
four industry segments: real estate, energy, textile products and hotels.
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[The Hallwood Group Incorporated Letterhead]
FOR IMMEDIATE RELEASE
Contact: Mary Doyle
Vice President
Investor Relations
800/225-0135
214/528-5588
THE HALLWOOD GROUP INCORPORATED ANNOUNCES RESULTS OF
RECENTLY COMPLETED, SELF-TENDER OFFER FOR ITS COMMON STOCK
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Dallas, Texas, June 24, 1997 - The Hallwood Group Incorporated (NYSE-HWG)
announced today that it has accepted for purchase 300,000 properly tendered
shares of its common stock from its recently completed, self-tender offer,
and an additional 4,461 shares as permitted by the offering documents. This
represents approximately 92.7% of the shares that were properly tendered.
The Hallwood Group Incorporated is a diversified holding company operating in
four industry segments: real estate, energy, textile products and hotels.
Press
