sc13dza

0000950134-07-013672.txt : 20070620 0000950134-07-013672.hdr.sgml : 20070620 20070619202613 ACCESSION NUMBER: 0000950134-07-013672 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070620 DATE AS OF CHANGE: 20070619 GROUP MEMBERS: ANTHONY J GUMBINER 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: 07929915 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: HALLWOOD TRUST /TX/ CENTRAL INDEX KEY: 0000733084 IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O LE ROCCABELLA STREET 2: 24 AVE PRINCESS GRACE CITY: MONTE CARLO 98000 STATE: O9 ZIP: MC98000 BUSINESS PHONE: 214-528-5588 MAIL ADDRESS: STREET 1: C/O LE ROCCABELLA STREET 2: 24 AVE PRINCESS GRACE CITY: MONTE CARLO 98000 STATE: O9 ZIP: MC98000 FORMER COMPANY: FORMER CONFORMED NAME: ALPHA TRUST /TX/ DATE OF NAME CHANGE: 19970409 SC 13D/A 1 d47612sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 15 )*

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.
Hunton & Williams LLP
1445 Ross Avenue, Suite 3700
Dallas, Texas 75202-2799
(214) 855-4500

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 18, 2007

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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: Hallwood Trust

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Island of Jersey, Channel Islands

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,001,575

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			1,001,575

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,001,575

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	66.04%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


CUSIP No.		406364307


1	NAMES OF REPORTING PERSONS: Anthony J. Gumbiner

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United Kingdom


		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,001,575

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			1,001,575

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,001,575

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	66.04%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

Schedule 13D

This Amendment No. 15 to Schedule 13D amends the Schedule 13D (the “Schedule 13D”), filed by Hallwood Trust,(formerly the Alpha Trust) a trust formed under the laws of the Island of Jersey, Channel Islands (the “Trust”) and Anthony J. Gumbiner, 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 Schedule 13D previously filed.


Item 1.		Security and Issuer.

No material changes.


Item 2.		Identity and Background.

		(a) The persons on whose behalf this statement is filed is the Hallwood Trust (the “Trust”), a trust formed under the laws of the Island of Jersey, Channel Islands, and Anthony J. Gumbiner. The trustee of the Trust is Hallwood Company Limited, a corporation filed under the laws of Nevis (“HCL”). Mr. Gumbiner, his wife Mylene Gumbiner, his children Celine Gumbiner and Charles Gumbiner, and Alastair Howie are directors of HCL and Mr. Gumbiner and his wife are the executive officers of HCL.

		(b) All of the persons identified in paragraph (a) and all the entities identified in paragraph (c) may be contacted at 3710 Rawlins, Suite 1500, Dallas, Texas 75219.

		(c) Anthony J. Gumbiner is Chairman of the Board and Chief Executive Officer of The Hallwood Group Incorporated and certain of its affiliates.

		Mylene Gumbiner is not employed.

		Celine Gumbiner is the Chief Executive Officer of Femme Publications, a magazine publishing firm.

		Charles Gumbiner is self-employed.

		Alastair Howie is President of Hallwood Investments Limited, a holding company.

		(d) None of the persons identified in paragraph (a) have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

		(e) None of the persons identified in paragraph (a) have, during the last five years, been a party to civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

	(f)		Anthony J. Gumbiner is a citizen of the United Kingdom.

			Mylene Gumbiner is a citizen of France.

			Celine Gumbiner is a citizen of the United States.

			Charles Gumbiner is a citizen of the United Kingdom.

			Alastair Howie is a citizen of the United Kingdom.


Item 3.		Source and Amount of Funds or Other Consideration.

No material changes


Item 4.		Purpose of Transaction.

On June 18, 2007, Mr. Gumbiner delivered to the Company a letter in which he proposed that the Company be liquidated, that a process be initiated to sell its wholly owned Brookwood Companies subsidiary to a third party and that the Company dispose of its interests in Hallwood Energy, L.P. Mr. Gumbiner also indicated in the letter that if the proposal is presented to the shareholders of the Company, he intends to vote his shares of Hallwood in favor of the liquidation. Further information concerning the proposal is contained in the letter, which is attached to this filing as Exhibit 99.1 and incorporated by reference into this item.


Item 5.		Interest in Securities of the Issuer.

No material changes. None of the individuals identified in Item 2, other than Mr. Gumbiner, beneficially own any shares of the Company.


Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None.


Item 7.		Materials Filed as Exhibits.

99.1. Letter to the Company from Hallwood Investments Limited, dated June 18, 2007.

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.

The undersigned agree that this statement is filed on behalf of each of them.


Date: June 19, 2007	THE HALLWOOD TRUST
	By:	Hallwood Company Limited, Trustee



By:	/s/ Anthony J. Gumbiner
	Name:	Anthony J. Gumbiner
	Title:	Director


	/s/ Anthony J. Gumbiner
	Anthony J. Gumbiner

EX-99.1 2 d47612exv99w1.htm LETTER TO THE COMPANY FROM HALLWOOD INVESTMENTS LIMITED exv99w1

Hallwood Investments Limited


		3710 Rawlins, Ste 1500		24, Avenue Princesse Grace
		Dallas, Texas 75219		Monte Carlo, MC98000
		Tel. (214) 528 5588		Tel. (377) 93 50 95 50
		E-fax. (214) 722 0559		Fax. (377) 93 50 71 45

E-mail: hallwood@monaco.mc

June 18, 2007
The Board of Directors
The Hallwood Group Incorporated
3710 Rawlins, Suite 1500
Dallas, Texas 75219


		Re:		Liquidation of The Hallwood Group Incorporated (“Hallwood”)

Gentlemen:

For a number of reasons I believe that it is advisable to review the current status and structure of Hallwood. From time to time the Board of Directors of Hallwood has discussed the inefficiency and expense of Hallwood remaining a publicly traded company subject to the public reporting requirements imposed by securities laws. The Board has also discussed whether it would be in the best interests of Hallwood and its shareholders to dispose of its interest in Brookwood Companies Incorporated (“Brookwood”). Finally, Hallwood Energy, L.P. (“Energy”), has required continuing investment, but Hallwood does not currently have the funds to make additional contributions to Energy. In fact, as you know, I agreed to fund the portion of the latest Energy capital call that Hallwood was unable to fund.

I have considered these factors at length and believe that it would be in the best interest of Hallwood’s shareholders to liquidate the company. I propose that Hallwood adopt a Plan of Liquidation that would include the following steps:

Sale of Brookwood. An investment banker would be retained to sell all of Hallwood’s interest in Brookwood for cash. The net proceeds of any sale would then be distributed to all Hallwood shareholders pro rata.

Disposition of Energy Interests. Hallwood would dispose of its interests in Energy. I would elect to receive my pro rata portion of Hallwood’s interests in Energy in kind and would also intend to enter into negotiations to purchase all of Hallwood’s remaining interests in Energy for cash, which would then be distributed to the Hallwood shareholders.

If I were the successful purchaser of the remaining interests, I would consider providing Hallwood shareholders with the opportunity to participate in the future upside potential of Energy on the following terms. Hallwood shareholders who are determined to be qualified by some objective criteria such as by holding at least a minimum number of shares or by their status as “accredited” investors could be given the opportunity to elect to receive, in lieu of the cash proceeds from a sale of Hallwood’s interest in Energy, a pro rata portion of the limited partner interests in Energy held by Hallwood. This offer would be structured in a manner that would result in Energy having fewer than 200 partners in the aggregate.

The Board of Directors
The Hallwood Group Incorporated
Page 2

Hallwood’s interest in Energy could be distributed to Hallwood shareholders pro rata. However, for a number of reasons, I do not believe that it would be appropriate to distribute the Energy interest to all Hallwood shareholders for several reasons.

	i.		Hallwood stock does not currently offer an active market for its holders.

	ii.		If the Energy interests are distributed to the Hallwood shareholders, there is no reason to expect a more active trading market for the Energy interests, with the result that holders would continue to hold an illiquid security.

	iii.		Although it is most efficient for federal income tax purposes that Energy remain a partnership, this status requires each of its investors to take into account in computing their individual income taxes the income, loss, recapture items and other income tax items generated by Energy. These computations can add significant complication, time and expense to the preparation of a tax return that many investors may prefer to avoid.

	iv.		Energy will require significant additional future capital that will likely require additional equity capital to be raised, resulting in additional dilution to investors who do not contribute to future capital infusions.

	v.		Energy is not currently required to file reports with the Securities and Exchange Commission and does not wish to become subject to those requirements for an extended period. Therefore, Energy has indicated that it would not support any transaction that would result in it having more than 200 investors in the aggregate.

	vi.		Energy has not yet generated significant revenues, income or positive cash flow. There remains a great deal of risk that its business plan will not be successful and the its investors will suffer a loss of a significant portion of their investment. Therefore, it is not appropriate that Energy be available for public trading and speculation.

I recommend that the Board refer this proposal to a committee of the Board composed solely of independent directors and that the proposal be subject to approval by that committee and by all of the Hallwood shareholders. Of course, the transactions would be required to be fully described in a proxy or information statement filed with the SEC and distributed to shareholders and to comply with all other applicable securities laws. If the committee approves the transactions, I would intend to vote my shares of Hallwood in favor of the liquidation.

I understand that additional progress on this proposal will require significant review by the committee and the advisers it engages. As the largest shareholder of Hallwood, I believe this proposal would be in the best interests of all of Hallwood’s shareholders and am committed to facilitating the committee’s deliberations.

Sincerely,

Anthony Gumbiner

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