SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
THE HALLWOOD GROUP INCORPORATED
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(Name of Issuer)
Common Stock, par value $0.10 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)
December 21, 1999
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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 [ ].
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CUSIP No. 406364307
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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) 00
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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 0
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Number of Units
Beneficially Owned by 8. Shared 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 Units (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11.
0%
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14. Type of Reporting Person (See Instructions):
OO
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Schedule 13D
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This Amendment No. 4 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.
No material changes
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 the
Company, Epsilon Trust, of which Mr. Brian Troup and certain family
members are beneficiaries (the "Trust") and Mr. Brian Troup, the
Company, the Trust and Mr. Troup agreed to separate their interests.
On December 21, 1999 all conditions to the completion of the
transactions contemplated by the Agreement were satisfied. See Item 6
below for a discussion of the terms of the Agreement.
Item 5. Interest in Securities of the Issuer.
Pursuant to the Agreement, on December 21, the Trust transferred
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, to the Company and the Trust ceased to
be the beneficial owner of securities of the Company. Other than the
transactions contemplated by the Agreement, 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.
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Item 6. Contracts, Arrangements, Understandings or Relationships 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. Pursuant to the Agreement, Mr. Troup
resigned as an officer and director of the Company. Pursuant to the
Agreement, the Company transferred 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: February 18, 2000 EPSILON TRUST
By: Radcliffes Trustee Company S.A.,
Trustee
By: /s/ Richard Crook
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Name: Richard Crook
Title: Authorized Signatory
By: /s/ Katharina Hurkel
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Name: Katharina Hurkel
Title: Authorized Signatory
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