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(1)
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Names of reporting persons.
Hallwood Trust
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(2)
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Check the appropriate box if a
member of a group. (see instructions)
(a)
¨
(b)
¨
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(3)
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SEC use only.
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(4)
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Source of funds (see
instructions).
WC
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(5)
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e).
¨
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(6)
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Citizenship or place of
organization.
Island of Jersey, Channel Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole voting power.
0
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(8)
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Shared voting power.
1,001,575 shares of common stock
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(9)
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Sole dispositive power.
0
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(10)
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Shared dispositive power.
1,001,575 shares of common stock
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(11)
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Aggregate amount beneficially owned by each reporting person.
1,001,575 shares of common stock
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(12)
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Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
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(13)
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Percent of class represented by
amount in Row (11)
65.7%
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(14)
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Type of reporting person (see
instructions)
CO
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(1)
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Names of reporting persons.
Anthony Joseph Gumbiner
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(2)
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Check the appropriate box if a
member of a group. (see instructions)
(a)
¨
(b)
¨
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(3)
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SEC use only.
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(4)
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Source of funds (see
instructions).
PF
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(5)
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e).
¨
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(6)
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Citizenship or place of
organization.
Great Britain
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole voting power.
0
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(8)
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Shared voting power.
1,001,575 shares of common stock
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(9)
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Sole dispositive power.
0
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(10)
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Shared dispositive power.
1,001,575 shares of common stock
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(11)
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Aggregate amount beneficially owned by each reporting person.
1,001,575 shares of common stock
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(12)
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Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
¨
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(13)
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Percent of class represented by
amount in Row (11)
65.7%
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(14)
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Type of reporting person (see
instructions)
IN
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Schedule 13D
This Amendment No. 17 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 (the Act).
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.
This Amendment No. 17 to Schedule 13D relates to the Common Stock, par value $0.10 per share (the Shares), of The Hallwood Group Incorporated, a Delaware corporation (the
Company), and amends and supplements all information contained in the Schedule 13D.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as follows:
(a) The persons on whose behalf this statement is filed are the Trust 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 Marie Magdeleine Gumbiner, Mark Lowndes and Jeremy Agace are directors of HCL and Mr. Gumbiner and his wife are the executive directors of HCL. The Trust owns the Shares through Hallwood Financial
Limited (Hallwood Financial), a corporation organized under the laws of the British Virgin Islands that is wholly owned by the Trust. Mr. Gumbiner, his wife Marie Magdeleine Gumbiner and Gert Lessing, are directors of Hallwood
Financial and Messrs. Gumbiner and Lessing are the executive directors of Hallwood Financial.
(b) The business address of each of the persons
identified in paragraph (a) is 3710 Rawlins, Suite 1500, Dallas, Texas 75219.
(c) Anthony J. Gumbiner is Chairman of the Board and
Chief Executive Officer of the Company and certain of its affiliates. The Company operates its principal business in the textile products industry through its wholly owned subsidiary, Brookwood Companies Incorporated. The principal executive offices
of the Company are located at 3710 Rawlins, Suite 1500, Dallas, Texas 75219.
Marie Magdeleine Gumbiner is not employed.
Mark Lowndes is a Solicitor.
Jeremy Agace is retired.
Gert Lessing is a director of Hallwood Financial.
(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 a 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.
Anthony J.
Gumbiner is a citizen of the United Kingdom.
Marie Magdeleine Gumbiner is a citizen of France.
Mark Lowndes is a citizen of New Zealand.
Jeremy Agace is a citizen of the United Kingdom.
Gert Lessing is a citizen of the United States.
Item 3. Source and Amount of Funds or
Other Consideration
Item 3 is hereby amended and supplemented by adding the following after the final paragraph thereof:
The Reporting Persons anticipate that funding for the Proposal (as defined in Item 4 below) will be from the working capital and personal funds of
Hallwood Financial and its affiliates. The Reporting Persons will contribute substantially all of their Shares to the acquisition vehicle. The description of the Proposal set forth in Item 4 below is incorporated by reference in its entirety
into this Item 3.
Item 4. Purpose of the Transaction
Item 4(a)(j) is amended to include the following:
The Reporting Persons previously
filed Amendment No. 16 to the Schedule 13D.
On November 6, 2012, Mr. Gumbiner delivered a letter (the Proposal
Letter) to the outside members of the Board of Directors of the Company in which he proposed that Hallwood Financial would acquire, by merger, all of the Shares of the Company at a purchase price of $10.00 per Share in cash (the
Proposal).
As described in the Proposal Letter, the Reporting Persons anticipate that the Company will establish a special
committee (the Special Committee) of independent directors to consider the Proposal on behalf of the Companys public stockholders and to make a recommendation to the full Board of Directors, and that the Special Committee will
retain its own independent legal and financial advisors to assist in its review of the Proposal. The Proposal Letter states that the merger agreement will provide that the transaction will be subject to a non-waivable condition requiring the
approval of a majority of the Shares of the Company that are not directly or indirectly owned by the Reporting Persons.
Mr. Gumbiner
stated in the Proposal Letter that in its capacity as a stockholder of the Company Hallwood Financial is interested only in acquiring the Shares of the Company that it does not currently own, and that in such capacity it has no interest in a
disposition or sale of its interest in the Company, nor is it Hallwood Financials intention, in its capacity as a stockholder, to vote in favor of any alternative sale, merger or similar transaction involving the Company.
No assurances can be given that a transaction will be consummated. As described in the Proposal Letter, no binding obligation on the part of the Company
or the Reporting Persons shall arise with respect to the Proposal or any transaction unless and until such time as definitive documentation satisfactory to Hallwood Financial and recommended by the Special Committee and approved by the Board of
Directors is executed and delivered. Hallwood Financial reserves the right to modify or withdraw the Proposal Letter at any time.
If the
Proposal is effected, it would result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, the acquisition of additional securities of the Company, a merger or
other extraordinary transaction involving the Company, the delisting of Shares from the NYSE Amex and the Shares becoming eligible for termination of registration pursuant to Section 12(g) of the Act.
The summary above is qualified in its entirety by reference to the Proposal Letter, attached as Exhibit 2, which is incorporated by reference herein.
Item 5. Interest in Securities of the Issuer
Item 5 is amended to include the following:
By virtue of the relationships reported under Item 2 of this statement, the Trust and Mr. Gumbiner
may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by Hallwood Financial. None of the individuals identified in Item 2, other than Mr. Gumbiner, beneficially own any Shares of the Company.
No other material changes.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer.
Item 6 is amended to include the following:
The description of the Proposal in Item 4 above is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended to include the following:
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Exhibit 1
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Joint Filing Agreement, dated November 8, 2012
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Exhibit 2
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Proposal Letter dated November 6, 2012.
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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.
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HALLWOOD TRUST
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By:
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Hallwood Company Limited, Trustee
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By:
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/s/ Anthony J. Gumbiner
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Name:
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Anthony J. Gumbiner
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Title:
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Director
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/s/ Anthony J. Gumbiner
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Anthony J. Gumbiner
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Date: November 8, 2012