0000899078-01-500403.txt : 20011112
0000899078-01-500403.hdr.sgml : 20011112
ACCESSION NUMBER: 0000899078-01-500403
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20011105
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: 1934 Act
SEC FILE NUMBER: 005-36207
FILM NUMBER: 1775151
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
sched13d-no4.txt
AMENDMENT NO. 4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
The Hallwood Group Incorporated
--------------------------------------------------------------------------------
(Name of Issurer)
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, Texs 75202-2799
(214) 855-4500
--------------------------------------------------------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
October 23, 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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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 0
----------
Number of Units Beneficially 8. Shared Voting Power 1,134,036
Owned by Each Reporting ----------
Person With: 9. Sole Dispositive Power 0
----------
10. Shared Dispositive Power 1,134,036
-----------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,134,036*
----------------------------------------------------------------------
12. Check if the Aggregate Amount in Row 11 Excludes Certain Units (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11.
64.1%
----------------------------------------------------------------------
14. Type of Reporting Person (See Instructions):
OO
----------------------------------------------------------------------
--------
* Consists of 790,087 shares of common stock currently owned, 172,302 shares of
common stock issuable upon conversion of a Promissory Note, dated March 16, 2000
(convertible at $10.13 per share after March 16, 2001) and 171,647 shares of
common stock issuable upon conversion of a Promissory Note, dated September 15,
2000 (convertible at $6.47 per share after September 15, 2001)
CUSIP No. 406364307
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Persons:
Anthony J. Gumbiner
----------------------------------------------------------------------
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 United Kingdom
----------------------------------
7. Sole Voting Power 0
----------
Number of Units Beneficially 8. Shared Voting Power 1,134,036
Owned by Each Reporting ----------
Person With: 9. Sole Dispositive Power 0
----------
10. Shared Dispositive Power 1,134,036
----------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,134,036*
----------------------------------------------------------------------
12. Check if the Aggregate Amount in Row 11 Excludes Certain Units (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11.
64.1%
----------------------------------------------------------------------
14. Type of Reporting Person (See Instructions):
OO
-----------------------------------------------------------------------
--------
* Consists of 790,087 shares of common stock currently owned, 172,302 shares of
common stock issuable upon conversion of a Promissory Note, dated March 16, 2000
(convertible at $10.13 per share after March 16, 2001) and 171,647 shares of
common stock issuable upon conversion of a Promissory Note, dated September 15,
2000 (convertible at $6.47 per share after September 15, 2001)
Schedule 13D
This Amendment No. 4 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. Anthony J. Gumbiner, his wife Mylene Gumbiner, their
descendants, and Trafalgar foundation, an independent charity,
are discretionary beneficiaries of the Trust. The Trust owns the
securities that are the subject of this Schedule 13D through
Hallwood Investments Limited ("HIL"), a corporation organized
under the laws of the British Virgin Islands and wholly-owned by
the Trust. Mr. Gumbiner and his wife are the officers and
directors of HIL. Mr. Gumbiner is also Chairman and director of
The Hallwood Group Incorporated (the "Company").
(b) The principal address of the Trust is c/o Radcliffes Trustee
Company S.A., 12 Rue l'Arquebuse, 1204 Geneva Switzerland. The
address of the principal office of Mr. Gumbiner and his wife and
of HIL is Le Roccabella, 24 Princess Grace Avenue, Monte Carlo,
98000, Monaco.
(c) The principal business of each of the Trust and HIL is
investments.
(d) None of the parties identified in (a), above have been convicted
of in a criminal proceeding in the past five years.
(e) None of the parties identified in (a), above have been a party to
a civil proceeding resulting in a judgment, during a final order
informing future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws.
(f) The Trust is organized under the laws of the Island of Jersey,
Channel Islands. HIL is organized under the laws of the British
Virgin Islands. Mr. Gumbiner is a citizen of the United Kingdom.
Mrs. Gumbiner is a citizen of France.
Item 3. Source and Amount of Funds or Other Consideration.
On October 23, 2001 HIL purchased 63,400 shares (the "Shares")
of common stock, par value $0.10 per share (the "Common
Stock"), of the Company from a third party in a privately
negotiated transaction.
In March 2000 and September 2000, the Company entered into
loan agreements with Hallwood Investments Limited, an entity
wholly-owned by the Trust, in the amounts of $1,500,000 and
$1,000,000, respectively (together, the "Notes"). The Notes
are convertible (both principal and accrued interest) into
Common Stock twelve (12) months after the date of issuance at
$10.13 per share, in the case of the March Note, and $6.47 per
share, in the case of the September Note.
Item 4. Purpose of Transactions.
The Trust acquired the Shares for investment. The loan
agreements were entered into to provide the Company with
additional working capital. 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 and the Trust; 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, HIL owns 790,087 shares of Common
Stock, and currently has the right to purchase 343,947 shares of
Common Stock upon conversion of the Notes. The aggregate
1,134,036 shares of Common Stock beneficially owned by the Trust
represents approximately 64.1% of the Common Stock outstanding on
July 31, 2001, as reported in the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001.
(b) The Shares are owned by HIL, which is wholly-owned by the Trust.
Because Mr. Gumbiner is the principal director and officer of
HIL, Mr. Gumbiner and the Trust may be deemed to share voting and
dispositive power over the Shares.
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None, except as described in Item 5, above.
Item 7. Materials Filed as Exhibits.
(a) Promissory Note, dated March 16, 2000 (incorporated by reference
from Exhibit 10.16 to the Company's Quarterly Report on Form
10-Q, filed on May 15, 2000).
(b) Promissory Note, dated September 15, 2000 (incorporated by
reference from Exhibit 10.18 to the Company's Quarterly Report on
Form 10-Q, filed on November 14, 2001).
(c) Joint Acquisition Statement.
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: November 5, 2001 ALPHA TRUST
By: Radcliffes Trustee Company S.A.,
Trustee
By: /s/ Richard Crook
---------------------------------
Name: Richard Crook
Title: Authorized Representative
By: /s/ Serge Richard
---------------------------------
Name: Serge Richard
Title: Authorized Representative
/s/ Anthony J. Gumbiner
------------------------------------
Anthony J. Gumbiner
EX-1
3
exc-13d.txt
EXHIBIT C
EXHIBIT C
Joint Acquisition Statement
Pursuant to Rule 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D, as amended, is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13D, as amended, shall
be filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that each
shall be responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
DATED: November 5, 2001
ALPHA TRUST
By: Radcliffes Trustee Company S.A.,
Trustee
By: /s/ Richard Crook
---------------------------------
Name: Richard Crook
Title: Authorized Representative
By: /s/ Serge Richard
---------------------------------
Name: Serge Richard
Title: Authorized Representative
/s/ Anthony J. Gumbiner
------------------------------------
Anthony J. Gumbiner