-----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, BMN7g4nHFbBnx7wK6mYdWbDmf2u5/KiZynQx/ut/1WEZYV1gBw3WewdXNTXU/lC5 GRlTxpe2GXrxHNP93aFqZA== 0000899078-03-000227.txt : 20030407 0000899078-03-000227.hdr.sgml : 20030407 20030407170142 ACCESSION NUMBER: 0000899078-03-000227 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030407 GROUP MEMBERS: HALLWOOD GROUP 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: 03641776 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: ALPHA TRUST /TX/ CENTRAL INDEX KEY: 0000733084 STATE OF INCORPORATION: V8 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O LE ROCCABELLA STREET 2: 24 AVE BRINCESS GRACE CITY: MONTECARLO 98000 STATE: O9 ZIP: MC98000 BUSINESS PHONE: 2148554500 MAIL ADDRESS: STREET 1: C/O LE ROCCABELLA STREET 2: 24 AVE BRINCESS GRACE CITY: MONTE CARLO 98000 STATE: O9 ZIP: MC98000 SC 13D/A 1 schedule13d-amend7a.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 7) 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) March 27, 2003 - -------------------------------------------------------------------------------- (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 Owned by 8. Shared Voting Power 757,775 Each Reporting ----------- Person With: 9. Sole Dispositive Power 0 ----------- 10. Shared Dispositive Power 757,775 ----------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 757,775 -------------------------------------------------------------- 12. Check if the Aggregate Amount in Row 11 Excludes Certain Units (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row 11. 55.66% -------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): OO -------------------------------------------------------------- 2 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 150,000 Number of Units ----------- Beneficially Owned by 8. Shared Voting Power 757,775 Each Reporting ----------- Person With: 9. Sole Dispositive Power 150,000 ----------- 10. Shared Dispositive Power 757,775 ----------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 907,775 -------------------------------------------------------------- 12. Check if the Aggregate Amount in Row 11 Excludes Certain Units (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row 11. 60.06% -------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): OO -------------------------------------------------------------- 3 Schedule 13D This Amendment No. 7 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 Trust is a trust formed under the laws of the Island of Jersey, Channel Islands. The trustee of the Trust is Hallwood Company Limited, a corporation filed under the laws of Nevis ("HCL"). Mr. Anthony J. Gumbiner and his wife Mylene Gumbiner are directors of HCL. HCL is owned by Halliwood Company (IOM) Ltd., a company formed under the laws of the Isle of Man ("HCIOM"). Mr. and Mrs. Gumbiner are the members of HCIOM. Mr. and Mrs. Gumbiner and their descendants are among the discretionary beneficiaries of the Trust. The Trust owns the securities that are reported as being beneficially owned by it 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, HCL, HCIOM, HIL and Mr. Gumbiner and his wife is Le Roccabella, 24 Princess Grace Avenue, Monte Carlo, 98000, Monaco. (c) The principal business of each of the Trust, HCL, HCIOM 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, decree or final order enjoining 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. HCL is organized under the laws of Nevis. HCIOM is formed under the laws of the Isle of Mann. 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. HIL purchased 31,088 shares (the "Shares") of common stock of the Company from a third party in a privately negotiated transaction, using working capital funds. HIL has agreed with 4 such third party to purchase an additional 7,000 shares of common stock upon delivery to HIL of the certificates evidencing such shares. Item 4. Purpose of Transaction. The Trust acquired the Shares for investment. The reporting persons have 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 they now own 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 reporting persons may deem to be appropriate in the circumstances. Whether the reporting persons take any of the foregoing actions will depend upon their 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 the Company and the reporting persons; economic, stock market, and money market conditions; other business and investment opportunities available to the reporting persons; regulatory requirements; other circumstances that may make it advantageous to the reporting persons to either increase or decrease their ownership of the Company's securities and other requirements of the reporting persons. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, the Trust owns 757,775 shares of common stock representing 55.66% of the common stock outstanding, based on 1,361,343 shares of common stock outstanding, as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002. After the purchase of the 7,000 shares discussed in Item 3, HIL will own 764,775 shares of common stock of the Company, representing approximately 56.18% of the Company's outstanding common stock. Mr. Gumbiner holds currently exercisable options (the "Options") to purchase 150,000 shares of the Company's common stock, representing approximately 10% of the Company's common stock, which, in addition to the Shares beneficially owned through the Trust, give Mr. Gumbiner beneficient ownership of approximately 60.06% of the Company's common stock. (b) The Shares are owned by HIL. Mr. Anthony Gumbiner and his family are discretionary beneficiaries of 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. Mr. Gumbiner has sole voting and dispositive power with respect to the shares issuable upon exercise of the Options. (c) None. (d) Not applicable. (e) Not applicable 5 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Item 7. Materials Filed as Exhibits. None. 6 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 7, 2003 THE ALPHA TRUST By: Hallwood Company Limited, Trustee /s/ Anthony J. Gumbiner ------------------------------------- By: Anthony J. Gumbiner Title: Member /s/ Anthony J. Gimbiner ------------------------------------- Anthony J. Gumbiner 7 -----END PRIVACY-ENHANCED MESSAGE-----