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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
THE HALLWOOD GROUP INCORPORATED
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(NAME OF ISSUER)
COMMON STOCK, $0.10 PAR VALUE PER SHARE
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(TITLE OF CLASS OF SECURITIES)
406364307
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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
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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. 406364307
1 . Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Persons:
Epsilon Trust
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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
Island of Jersey, Channel Islands
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7. Sole Voting Power 305,196
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Number of Units
Beneficially Owned by 8. Shared Voting Power 0
Each Reporting ---------------------
Reporting Person With
9. Sole Dispositive Power 305,196
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0. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
305,196
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Units
(See Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11.
19.5%
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14. Type of Reporting Person (See Instructions):
OO
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Schedule 13D
This Amendment No. 2 to Schedule 13D amends the Schedule 13D, dated
August 31, 1994 (the "Schedule 13D"),as amended by Amendment Number 1 to
Schedule 13 D dated November 30, 1994, filed by Epsilon Trust, a trust formed
under the laws of the Island of Jersey, Channel Islands (the "Trust"), 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 Trust's Schedule 13D previously filed.
ITEM 1. SECURITY AND ISSUER.
No material changes.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name:
The person on whose behalf this statement is filed is the Epsilon Trust,
a trust formed under the laws of the Island of Jersey, Channel Islands (the
"Trust"). The trustee of the Trust is Radcliffes Trustee Company SA (the
"Trustee"). Mr. and Mrs. Brian M. Troup and their descendants, and UNICEF, an
independent charity are discretionary beneficiaries of the Trust. Mr. Troup is
President and a director of The Hallwood Group Incorporated (the "Company").
The Trustee's Board of Directors consists of Cecil Lyddon Simon, Raymond
Felix, Solly Lawi, Jack Gerber, Mathias Mayor and Phillipe Veillard. The
Trustee is governed by Swiss law, which does not provide for corporate
officers.
Although such directors 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.
Anthony J. Gumbiner, Chairman and director of the Company, has the power to
designate and replace the Trustee of the Trust.
(b) Business address:
The address of the principal office of the Trust is c/o Radcliffes
Trustee Company SA, 9 Rue Charles Humbert, 1205 Geneva, Switzerland. All of
the directors of the Trustee can be contacted at this address.
(c) Principal business:
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The Trust is a trust formed to hold the shares of Common Stock to which
this Schedule 13D relates and certain other assets. Cecil Lyddon Simon is
President of the Trustee and a partner in the law firm of Radcliffes Crossman
Black in London, England. Raymond Felix is Secretary of the Trustee and a
chartered accountant with the accounting firm of Firel & Mandaco in Geneva,
Switzerland. Solly Lawi is an investment adviser and director of Mirelis
Investrust S.A. in Geneva, Switzerland. Jack Gerber is a senior executive and
director of a number of South African and U.K. companies. Mathias Mayor is
senior partner of a Geneva law firm. Phillipe Veillard is a chartered
accountant with the accounting firm of Firel & Mandaco.
(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
mandating activities subject to federal securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The acquisition of the shares was effected by contributing to the
Company 87,678 shares of common stock of ShowBiz Pizza Time, Inc.
("Show Biz") held by the Trust in exchange for the issuance to
the Trust of 107,084 shares of common stock of the Company.
ITEM 4. PURPOSE OF TRANSACTIONS.
The Trust acquired the shares for investment. The Trust has and
intends to review on a continuing basis its equity ownership in
the Company and the Company's business and prospects. Whether
the Trust purchases or disposes of securities in the Company will
depend upon its evaluation of pertinent factors, including
without limitation, the availability of shares of Common Stock
for purchase or acquisition at particular price levels or upon
particular terms; the capital needs of the Trust; the business
and prospects of each of the Company and the Trust; economic,
stock market, and money market conditions; other business and
investment opportunities available to the Trust; regulatory
requirements; and other requirements of the Trust. Depending
upon its assessment of these factors from time to time, the Trust
may elect to acquire additional securities or to dispose of some
or all of the securities in the Company held by it.
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Except as stated above, the Trust has not formulated any plans or
proposals of the type referred to in clauses (a)-(j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) On January 3, 1997, the Board of Directors of the Company
authorized the issuance of additional shares of the Company's
common stock to the Alpha and Epsilon Trusts in exchange for the
contribution to the Company by those trusts of shares of ShowBiz.
The Board authorized the issuance of a total of 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, of which
87,678 were contributed by the Trust in exchange for 107,084
shares of the Company. For purposes of the exchange, the shares
of both companies were valued at their average closing price for
the month of December 1996. Upon receipt of regulatory approval,
the exchange was completed on March 13, 1997.
As of the date of this filing, the Trust owns 305,196 shares of
common stock (the "Shares"), representing approximately 19.5% of
the common stock outstanding on March 21, 1997, as reported in
the Company's Form 10-K for the year ended December 31, 1996.
(b) The Trust has sole voting and dispositive power over the Shares.
(c) None.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
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 9, 1997 EPSILON TRUST
By: Radcliffes Trustee Company S.A.,
Trustee
By: /s/ Katharina Hurks
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Name: Katharina Hurks
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By: /s/ Jonathan Low
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Name: Jonathan Low
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Title: Authorized Signatories for Radcliffes
Trustee Company S.A., as Trustees of
the Epsilon Trust
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