SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 5)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
HALLWOOD REALTY PARTNERS, L.P.
(NAME OF ISSUER)
UNITS OF LIMITED PARTNER INTEREST
(TITLE OF CLASS OF SECURITIES)
40636T203
(CUSIP NUMBER)
W. ALAN KAILER, ESQ.
JENKENS & GILCHRIST, A PROFESSIONAL CORPORATION
1445 ROSS AVENUE, SUITE 3200
DALLAS, TEXAS 75202-2799
(214) 855-4500
(NAME, ADDRESS AND TELEPHONE NUMBER
OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS)
MAY 5, 1999
(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(e), (f) or (g), check the following box [ ]
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CUSIP No. 40636T203
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Persons: The Hallwood Group Incorporated 51-0261339
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): 00
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
Number of Units 7. Sole Voting Power 330,234 Units
Beneficially Owned by 8. Shared Voting Power 82,806 Units
Each Reporting Person 9. Sole Dispositive Power 330,234 Units
With 10. Shared Dispositive Power 82,806 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 413,040
Units
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11: 24.7 %
14. Type of Reporting Person (See Instructions): CO
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Schedule 13D
This Amendment No. 5 to Schedule 13D amends the Schedule 13D, filed July 24,
1993, as previously amended (the "Schedule 13D), by the Hallwood Group
Incorporated, a Delaware corporation ("Hallwood"), and is being filed pursuant
to Rule 13d-2 of the General Rules and Regulations under the Securities and
Exchange Act of 1934, as amended. Unless otherwise indicated, all capitalized
terms used by 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.
The composition of the Board of Directors of the Hallwood Group
Incorporated ("Hallwood") changed in November 1997 due to the death of
director Robert L. Lynch. The remaining individuals on the Board of
Directors are the same as indicated in the Schedule 13D, as amended.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable
ITEM 4. PURPOSE OF TRANSACTIONS.
Pursuant to an agreement dated May 5, 1999 (the "Agreement") among
Hallwood, Epsilon Trust, of which Mr. Brian M. Troup and certain
family members are beneficiaries (the "Trust") and Mr. Brian M. Troup,
Hallwood, the Trust and Mr. Troup have agreed to separate their
interests. See Item 6 for a discussion of the terms of the Agreement.
Hallwood holds the Units for investment. Hallwood may, subject to
market conditions and other factors deemed relevant by it, purchase
additional Units from time to time in open market purchases, privately
negotiated transactions or otherwise.
Hallwood intends to review, on a continuing basis, its investment in
the Units and Hallwood's business affairs and financial conditions, as
well as conditions in the securities markets and general economic and
industry conditions. Hallwood may in the future take such actions with
respect to its investment in the Units as it deems appropriate in
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light of the circumstances existing from time to time, including,
without limitation, purchasing additional Units or disposing of the
Units it now holds or hereafter acquires.
Hallwood 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.
As of the date of this filing, Hallwood owns 413,040 Units,
representing approximately 24.7% of the outstanding Units. Upon
completion of the transactions contemplated by the Agreement, Hallwood
will transfer 82,608 Units to the Trust. Under the Agreement, the
Trust has granted Hallwood an irrevocable proxy as to the 82,608 Units
to be transferred to the Trust and, therefore, Hallwood and the Trust
may be deemed to share voting power with respect to such Units. Also
under the Agreement, the Trust has granted Hallwood a right to
purchase such Units for six months after the closing of the Agreement
and a right of first refusal with respect to the Units thereafter.
Therefore, Hallwood and the Trust may be deemed to share dispositive
power over such Units. No transactions in the Units have been reported
by Hallwood or the executive officers or directors listed in response
to Item 2 during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP'S WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Company, the Trust and Mr. Troup have entered into the Agreement
described in Items 4 and 5. Completion of the Agreement is conditioned
on, among other things, a satisfactory financing of certain
obligations of Hallwood. According to the Agreement, upon satisfaction
of all the conditions, Mr. Troup will resign from all positions with
Hallwood. As part of the Agreement, Hallwood will transfer 82,608
Units and 360,000 shares of common stock of Hallwood Energy
Corporation owned by Hallwood to the Trust in exchange for 305,196
shares of common stock of Hallwood owned by the Trust, and the
cancellation of options to purchase 37,200 shares of common stock of
Hallwood held by Mr. Troup.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Agreement, dated May 5, 1999, by and among The Hallwood Group, Epsilon
Trust and Brian M. Troup, filed as Exhibit 10.34 to Hallwood's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1999
(File No. 1-8303) and incorporated herein by reference.
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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: November 23, 1999 THE HALLWOOD GROUP INCORPORATED
By: /s/ Melvin J. Melle
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Melvin J. Melle
Vice President
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