-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HvKWC9F4IVKg9L7e4Md8KI2+lDCfrEoMEkurAfbCORySscgiAg6F80R+Dfz2ZmXv ml/42SCLbvJBYwGHJG03dg== 0000899078-01-500007.txt : 20010430 0000899078-01-500007.hdr.sgml : 20010430 ACCESSION NUMBER: 0000899078-01-500007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010427 GROUP MEMBERS: HALLWOOD GROUP GROUP MEMBERS: RADCLIFFES TRUSTEE CO SA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HALLWOOD GROUP INC CENTRAL INDEX KEY: 0000355766 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILS, MAN MADE FIBER & SILK [2221] IRS NUMBER: 510261339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36207 FILM NUMBER: 1613902 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: RADCLIFFES TRUSTEE CO SA CENTRAL INDEX KEY: 0001100951 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 00000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12 RUE DE L'ARQUEBUSE STREET 2: 1204 GENEVE, SWITZERLAND 022 807-2000 BUSINESS PHONE: 0228072000 MAIL ADDRESS: STREET 1: 12 RUE DE L'ARQUEBUSE STREET 2: 1204 GENEVE, SWITZERLAND 022 807-2000 SC 13D/A 1 sch13d_4242001.txt 4/24/2001 SCHEDULE 13D/A - THIRD AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 3) Under the Securities Exchange Act of 1934 The Hallwood Group Incorporated - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.10 par value 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) April 24, 2001 - -------------------------------------------------------------------------------- (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 [_]. Check the following box if a fee is being paid with this statement. [_] (A fee is not required only if the reporting person (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class.) (See Rule 13d-7.) Page 1 of 5 sequentially numbered pages. -1- CUSIP No. 406364307 1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Persons: Alpha Trust ----------------------------------------------------------------------------- 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) 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 ---------------------------------------- 7. Sole Voting Power 726,687 -------------------- 8. Shared Voting Power 0 Number of Units -------------------- Beneficially Owned by Each Reporting 9. Sole Dispositive Power 726,687 Person With: -------------------- 10. Shared Dispositive Power 0 -------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 726,687 ---------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row 11 Excludes Certain Units (See Instructions) [_] 13. Percent of Class Represented by Amount in Row 11. 51% ---------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): OO ---------------------------------------------------------------------------- -2- Schedule 13D This Amendment No. 3 to Schedule 13D amends the Schedule 13D,(the "Schedule 13D"), filed by Alpha 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 Trust, a trust formed under the laws of the Island of Jersey, Channel Islands. The trustee of the Trust is Radcliffes Trustee Company S.A. (the "Trustee"). Mr. and Mrs. Anthony J. Gumbiner and their descendants, and Trafalgar foundation, an independent charity, are discretionary beneficiaries of the Trust. Mr. Gumbiner is Chairman and director of The Hallwood Group Incorporated (the "Company"). Mr. Jack Gerber is no longer on the Board of Directors of the Trustee. Messrs. Pierre Lardy and Stanley Joffe have joined the Board of Directors. Mr. Lardy is a banker and is a limited partner of Pietet Bank, Geneve Switzerland. Mr. Joffe is an attorney and shareholder of Cozen and O'Conner, P.C., Philadelphia, Pennsylvania. (b) Business address: The address of the principal office of the Trust is c/o Radcliffes Trustee Company, S.A., 12 rue de l'Arquebuse, 1204 Geneva, Switzerland (c)-(f) No material changes. -3- Item 3. Source and Amount of Funds or Other Consideration. The Trust purchased 40,000 shares of common stock (the "Shares") of the Company from a third party in a privately negotiated transaction. Item 4. Purpose of Transactions. The Trust acquired the Shares for investment. The Trust has and intends to review its investment in the Company on a continuing basis and, depending on market conditions and other factors, may acquire additional securities, dispose of all or any portion of the securities it now owns or may hereafter acquire, seek to engage in extraordinary corporate transactions, such as a merger or other reorganization involving the Company or a purchase, sale or transfer of a material amount of the assets of the Company or any of its subsidiaries (which extraordinary transaction could involve one or more of the matters described in clauses (a) through (j) of Schedule 13D) and take any other action that the Trust may deem to be appropriate in the circumstances. Whether the Trust takes any of the foregoing actions will depend upon its evaluation of pertinent factors, including without limitation, the availability of shares of common stock for purchase or acquisition at particular price levels or upon particular terms; the capital needs of the Company; the business and prospects of each of the Company and the Trust; economic, stock market, and money market conditions; other business and investment opportunities available to the Trust; regulatory requirements; other circumstances that may make it advantageous to the Trust to either increase or decrease its ownership of the Company's securities and other requirements of the Trust. Except as stated above, the Trust 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. (a) As of the date of this filing, the Trust owns 726,687 shares of common stock, representing approximately 51% of the common stock outstanding on March 23, 2001, as reported in the Company's Annual Report on Form 10-K for the year ended December 31, 2000. (b) The Trust has sole voting and dispositive power over the Shares. (c) None. (d) Not applicable. (e) Not applicable. -4- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Item 7. Materials Filed as Exhibits. None. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: April 27, 2001 ALPHA TRUST By: Radcliffes Trustee Company S.A., Trustee By: /s/ Richard Crook -------------------------------------- Name: Richard Crook By: /s/ Katharina Hurter -------------------------------------- Name: Katharina Hurter Authorized Signatories -5- -----END PRIVACY-ENHANCED MESSAGE-----