SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
THE HALLWOOD GROUP INCORPORATED
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)
406364307
(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(b)(3) or (4), check the following box. [ ]
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CUSIP No. 406364307
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Persons: Epsilon Trust
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
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
Number of Units 7. Sole Voting Power 305,196
Beneficially Owned by 8. Shared Voting Power 0
Each Reporting Person 9. Sole Dispositive Power 305,196
With 10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 305,196
12. Check if the Aggregate Amount in Row 11 Excludes Certain Units (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11: 24.3%
14. Type of Reporting Person (See Instructions): OO
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Schedule 13D
This Amendment No.3 to Schedule 13D amends the Schedule 13D, dated August
31, 1994, as previously amended (the "Schedule 13D"), 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. Brian M. Troup, a director of The
Hallwood Group Incorporated (the "Company"), has the power to
designate and replace the Trustee of the Trust.
Mr. Renee Mazzuri is no longer on the Board of Directors of the
Trustee. Messrs. Pierre Lardy, Mathias Mayor and Stanley Joffe have
joined the Board of Directors.
Mr. Lardy is a banker and is a limited partner of Pietet Bank, Geneva
Switzerland.
Mr. Mayor is an attorney and senior partner of Cabinet Mayor, Geneva
Switzerland.
Mr. Joffe is an attorney and shareholder of Cozen and O'Conner, P.C.,
Philadelphia, Pennsylvania.
Items 2(b), (c), (d) and (e):
No material changes
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
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ITEM 4. PURPOSE OF TRANSACTIONS.
Pursuant to an Agreement dated May 5, 1999 (the "Agreement") among the
Company, the Trust and Mr. Brian Troup, the Company, the Trust and Mr.
Troup have agreed to separate their interests. See Item 6 below for a
discussion of the terms of the Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the date of this filing the Trust owns 305,196 shares of Common
Stock (the "Common Stock") of The Hallwood Group Incorporated (the
"Company") representing approximately 24.3% of the outstanding Common
Stock. Upon completion of the transactions contemplated by the
Agreement, the Trust will transfer the 305,196 shares to Hallwood and,
therefore Hallwood and the Trust, may be deemed to share dispositive
power over such shares. The Trust has sole voting power over such
shares. No transactions in the common stock have been reported by the
Trust or any of the entities or the executive officers or directors
listed in response to Item 2 during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Hallwood, 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 the Company. Mr. Troup is a director and officer of the
Company. Pursuant to the Agreement, Mr. Troup will resign from all
positions with the Company. According to the Agreement, upon
satisfaction of the conditions, the Company will transfer to the Trust
82,608 units of Hallwood Realty Partners, L.P. and 360,000 shares of
common stock of Hallwood Energy Corporation in exchange for the
305,196 shares of Common Stock of the Company owned by the Trust and
the cancellation of options to purchase 37,200 shares of Common Stock
held by Mr. Troup.
ITEM 7. MATERIALS 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 9, 1999 EPSILON TRUST
By: Radcliffes Trustee Company S.A.,
Trustee
By: /s/ Radcliffes Trustee Company S.A.
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Name: Richard Crook; Katharina Hurkel
Title: Authorized Signatories
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