SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 8)
Under the Securities Exchange Act of 1934
HALLWOOD REALTY PARTNERS, L.P.
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(Name of Issuer)
Units of Limited Partner Interest
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(Title of Class of Securities)
40636T203
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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)
May 11, 2000
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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(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
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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 Delaware
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7. Sole Voting Power 330,432 Units
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Number of Units 8. Shared Voting Power 0
Beneficially Owned by ------------------
Each Reporting Person 9. Sole Dispositive Power 330,432 Units
With ------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
330,432 Units
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11.
20.8 %
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14. Type of Reporting Person (See Instructions):
CO
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Schedule 13D
This Amendment No. 8 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 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
Hallwood'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 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 21, 1999, all conditions to the
completion of the transactions contemplated by the Agreement
were satisfied. Pursuant to a Unit Purchase Agreement
effective May 11, 2000 by and among Hallwood Realty Partners,
L.P. ("HRP"), Brian Troup and the successor to the Trust, HRP
purchased 82,608 units of the HRP owned by the successor to
the Trust. See Item 6 for a discussion of the terms of the
Agreement.
Hallwood holds the units of limited partnership interest of
HRP (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.
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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 directly owns 330,432
Units, representing approximately 20.8% of the outstanding
Units. Pursuant to the Agreement, Hallwood transferred 82,608
Units to the Trust. Under the Agreement, the Trust granted
Hallwood an irrevocable proxy as to the 82,608 Units
transferred to the Trust and, therefore, Hallwood was deemed
to have sole voting power with respect to such Units. Also
under the Agreement, the Trust 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 were deemed to
share dispositive power over such Units. Pursuant to a Unit
Purchase Agreement effective May 11, 2000, by and among HRP,
Brian Troup and the successor to the Trust, HRP purchased such
Units. As a result, Hallwood no longer shares voting or
dispositive power over those Units. Other than the
transactions contemplated by the Agreement, no transactions in
the Units of HRP 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.
None
Item 7. Materials to Be 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: May 23, 2000 THE HALLWOOD GROUP INCORPORATED
By: /s/ Melvin J. Melle
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Melvin J. Melle
Vice President
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