SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 13)
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)
July 6, 2004
(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 8. Shared Voting Power 851,575
by Each Reporting
Person with: 9. Sole Dispositive Power 0
10. Shared Dispositive Power 851,575
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 851,575
12. Check if the Aggregate Amount in Row 11 Excludes Certain Units (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11. 64.20%
14. Type of Reporting Person (See Instructions): OO
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 8. Shared Voting Power 851,575
by Each Reporting
Person with: 9. Sole Dispositive Power 150,000
10. Shared Dispositive Power 851,575
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,001,575
12. Check if the Aggregate Amount in Row 11 Excludes Certain Units (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11. 67.84%
14. Type of Reporting Person (See Instructions): 00
Schedule 13D
This Amendment No. 13 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.
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 Hallwood Company Limited, a corporation
filed under the laws of Nevis ("HCL"). Mr. Anthony J. Gumbiner, his
wife Mylene Gumbiner and his children Celine Gumbiner and Charles
Gumbiner are directors of HCL.
Item 3. Source and Amount of Funds or Other Consideration.
Anthony J. Gumbiner, the trustee and a discretionary beneficiary of
the Trust contributed 851,575 shares (the "Shares") of common stock of
The Hallwood Group Incorporated (the "Company") to the Trust. The
Trust, in turn, contributed the Shares to Hallwood Investments Limited
("HIL"), a corporation organized under the laws of the British Virgin
Islands and wholly-owned by the Trust.
Item 4. Purpose of Transaction.
The Trust intends to hold the Shares for investment 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
he 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 he 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.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Trust, through HIL, owns 851,575
shares of common stock representing 64.20% of the Company's
outstanding common stock, based on 1,326,343 shares of common
stock outstanding, as reported in the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 2004. 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 beneficial ownership of approximately
67.84% of the Company's common stock.
(b) The Shares are owned directly by HIL and indirectly by the Trust.
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 Options.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
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: July 6, 2004 THE ALPHA TRUST
By: Hallwood Company Limited,
Trustee
By: /s/ Anthony J. Gumbiner
---------------------------
Name: Anthony J. Gumbiner
Title: Director