-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, N7wXz87lbwQ/pcEzT9q2Y/WquehmLpcSJPEjJwf4uibHaFO+O7iSQ8X5NezP4hk6 2NDH3EcOALbbAhuIW82Mcw== 0000315066-94-001219.txt : 19940606 0000315066-94-001219.hdr.sgml : 19940606 ACCESSION NUMBER: 0000315066-94-001219 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940603 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HALLWOOD GROUP INC CENTRAL INDEX KEY: 0000355766 STANDARD INDUSTRIAL CLASSIFICATION: 2221 IRS NUMBER: 510261339 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36207 FILM NUMBER: 94532906 BUSINESS ADDRESS: STREET 1: 3710 RAWLINS STE 1500 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145285588 MAIL ADDRESS: STREET 1: 3710 RAWLINS STE 1500 CITY: DALLAS STATE: TX ZIP: 75219 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC METROPOLITAN CORP DATE OF NAME CHANGE: 19840605 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR CORP CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 SC 13D/A 1 SCHEDULE 13D - 06-02-94 - HALLWOOD GROUP, INC. SCHEDULE 13D Amendment No. 8 Hallwood Group, Inc. common stock Cusip # 406364307 Filing Fee: No Cusip # 406364307 Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163) Item 4: PF Item 6: Commonwealth of Massachusetts Item 7: None Item 8: None Item 9: 557,800 Item 10: None Item 11: 577,800 Item 13: 8.74% Item 14: HC PREAMBLE The Schedule 13D, dated September 17, 1987, and amended January 24, 1990, February 9, 1990, November 24, 1991, June 5, 1992, February 2, 1993, April 29, 1993, and May 12, 1993, filed by FMR Corp. ("FMR") with respect to the common stock, $0.10 par value per shares (the "Shares") of Hallwood Group, Inc. (the "Company") is hereby amended as set forth below. The shares to which it relates are owned by one fund managed by Fidelity Management & Research Company. Item 1. Security and Issuer. Item 2. Identity and Background. Item 2 is amended as follows: This statement is being filed by FMR Corp., a Massachusetts Corporation ("FMR"). FMR is a holding company one of whose principal assets is the capital stock of a wholly-owned subsidiary, Fidelity Management & Research Company ("Fidelity"), which is also a Massachusetts corporation. Fidelity is an investment adviser which is registered under Section 203 of the Investment Advisers Act of 1940 and which provides investment advisory services to a large number of investment companies which are registered under Section 8 of the Investment Company Act of 1940 (the "Fidelity Funds"). Various directly or indirectly held subsidiaries of FMR are also engaged in investment management, venture capital assets management, securities brokerage, transfer and shareholder servicing and real estate development. The principal offices of FMR and Fidelity are located at 82 Devonshire Street, Boston, Massachusetts 02109. Edward C. Johnson 3d owns 34.0% of the outstanding voting common stock of FMR. Mr. Johnson 3d is Chairman of FMR Corp. The business address and principal occupation of Mr. Johnson 3d is set forth in Schedule A hereto. The shares to which this statement relates are owned directly by one Fidelity Fund. The name, residence or business address, principal occupation or employment and citizenship of each of the executive officers and directors of FMR are set forth in Schedule A hereto. Within the past five years, none of the persons named in this Item 2 or listed on Schedule A has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding and as a result thereof was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations within respect to such laws. Item 3. Source and Amount of Funds or Other Considerations. Item 3 is amended as follows: The Fidelity Funds which own or owned shares purchased in the aggregate 2,992,015 shares for cash in the amount of approximately $15,516,637, including brokerage commissions. Proceeds from 522,400 shares sold aggregated approximately $6,303,843 . In addition, a 1 for 14 reverse stock split on February 14, 1986 resulted in the decrease of FMR Corp.'s ownership by 1,911,815 shares. The Funds used their own assets in making such purchase and no part of the purchase price is represented by borrowed funds. The attached Schedule B sets forth shares purchased since March 15, 1994. The trust account and pension funds of FMTC which own or owned shares purchased in the aggregate 212,105 shares for cash in the amount of approximately $701,399, including brokerage commissions. Proceeds from 38,178 shares sold aggregated approximately $655,601 . In addition, the 1 for 14 reverse stock split described above, resulted in the decrease of FMTC's ownership by 173,927 shares. The trust account and pension funds used their own assets in making such purchases and no part of the purchase price is represented by borrowed funds. Item 4. Purpose of Transaction. Item 5. Interest in Securities of Issuer. Item 5 is amended as follows: Although Item 5 assumes that FMR, Fidelity, FMTC, beneficially own all 557,800 shares, reference is made to Item 2 for a disclaimer of beneficial ownership with respect to the securities which are "beneficially owned" by the other corporations. (a) FMR beneficially owns, through Fidelity, as investment adviser to the Fidelity Funds, 557,800 shares, or approximately 8.74% of the outstanding shares of the Company. Neither FMR, Fidelity, nor any of its affiliates nor, to the best knowledge of FMR, any of the persons named in Schedule A hereto, beneficially owns any other shares. The combined holdings of FMR, Fidelity, are 557,800 shares, or approximately 8.74% of the outstanding shares of the Company. (b) FMR, through its control of Fidelity, investment adviser to the Fidelity Funds, and the Funds each has sole power to dispose of the shares. Neither FMR nor Mr. Johnson has the sole power to vote or direct the voting of the 557,800 shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds' Boards of Trustees. (c) Except as set forth in Schedule B, neither FMR, or any of its affiliates, nor, to the best knowledge of FMR, any of the persons named in Schedule A hereto has effected any transaction in shares during the past sixty (60) days. Item 6. Contract, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. This statement speaks as of its date, and no inference should be drawn that no change has occurred in the facts set forth herein after the date hereof. Item 7. Material to be Filed as Exhibits. Not applicable. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. FMR Corp. Date: June 2, 1994 By: Arthur S. Loring Vice President-Legal Schedule A The name and present principal occupation or employment of each executive officer and director of FMR Corp. are set forth below. The business address of each person is 82 Devonshire Street, Boston, Massachusetts 02109, and the address of the corporation or organization in which such employment is conducted is the same as his business address. All of the persons listed below are U.S. citizens. POSITION WITH PRINCIPAL NAME FMR CORP. OCCUPATION Edward C. Johnson 3d President, Director, Chairman of the Board CEO, Chairman & and CEO, FMR Mng. Director J. Gary Burkhead Director President- Fidelity Caleb Loring, Jr. Director, Mng. Director Director, FMR James C. Curvey Director, Sr. V.P. Sr. V.P., FMR William L. Byrnes Vice Chairman, Vice Chairman, FIL Director & Mng. Director Robert C. Pozen Sr. V.P. & Gen'l Counsel Sr. V.P. & Gen'l Counsel FMR Mark Peterson Exec., V.P.-Management Exec., V.P.- Managmeent Resources Resources, FMR Denis McCarthy Sr. Vice Pres. - Administration Vice Pres., Chief Chief Financial Officer Financial Officer, FMR SCHEDULE B Hallwood Group, Inc. One Fidelity Fund sold shares since March 15, 1994, at the dates and at the prices set forth below. The transactions were made for cash in open market transactions or with other investment companies with the same or an affiliated investment advisor. DATE SHARES PRICE 03-16-94 2,000 $4.00 03-17-94 900 4.25 03-18-94 2,200 4.39 03-21-94 1,600 3.80 03-22-94 3,300 3.63 03-23-94 2,900 3.89 03-24-94 7,900 3.81 03-25-94 1,200 3.88 03-28-94 400 3.91 03-29-94 500 3.75 03-30-94 1,300 3.64 04-04-94 800 3.50 04-15-94 2,500 3.53 04-20-94 2,500 3.47 04-21-94 900 3.25 04-22-94 200 3.25 04-25-94 3,800 3.07 04-29-94 100 2.88 05-05-94 10,000 3.13 05-10-94 10,000 3.00 05-11-94 1,000 3.00 05-12-94 3,500 3.00 05-13-94 7,700 3.00 -----END PRIVACY-ENHANCED MESSAGE-----