SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 6)
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)
DECEMBER 21, 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 [ ].
-1-
<PAGE>
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
-------------------------------------------------------
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
------------------------------
7. Sole Voting Power 413,040 Units
Number of Units ---------------
Beneficially Owned by 8. Shared Voting Power 0
Each Reporting Person ---------------
With 9. Sole Dispositive Power 330,432 Units
---------------
10. Shared Dispositive Power 82,608 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
----------------------------------------------------------------------
-2-
<PAGE>
Schedule 13D
This Amendment No. 6 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.
No material change
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 Hallwood Group Incorporated ("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 agreed to separate their
interests. On December 22, 1999, all conditions to the
completion of the transactions contemplated by the Agreement
were satisfied. 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 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.
-3-
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the date of this filing, Hallwood directly owns 330,234
Units, representing approximately 19.7% of the outstanding
Units. Pursuant to the Agreement, Hallwood transferred 82,608
Units to the Trust. Under the Agreement, the Trust has granted
Hallwood an irrevocable proxy as to the 82,608 Units
transferred to the Trust and, therefore, Hallwood may be
deemed to have sole 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 transfer
of such Units 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. Other than
the transactions contemplated by the Agreement, 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.
Hallwood, the Trust and Mr. Troup have entered into the
Agreement described in Items 4 and 5. According to the
Agreement, Mr. Troup resigned as an officer and director of
Hallwood. As part of the Agreement, Hallwood transferred
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.
-4-
<PAGE>
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: January 18, 2000 THE HALLWOOD GROUP INCORPORATED
By: /s/ Melvin J. Melle
---------------------------
Melvin J. Melle
Vice President
-5-
