SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
(AMENDMENT NO. 1)
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
HALLWOOD ENERGY CORPORATION
(Name of the Issuer)
THE HALLWOOD GROUP INCORPORATED
(Name of Person(s) Filing Statement)
$0.50 PAR VALUE COMMON STOCK
(Title of Class of Securities)
40636M208
(CUSIP Number of Class of Securities)
MELVIN J. MELLE
THE HALLWOOD GROUP INCORPORATED
3710 RAWLINS, SUITE 1500
DALLAS, TEXAS 75219
(214) 528-5588
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Bidder)
COPY TO:
W. ALAN KAILER, ESQ.
JENKENS & GILCHRIST
A PROFESSIONAL CORPORATION
1445 ROSS AVENUE, SUITE 3200
DALLAS, TEXAS 75202-2799
(214) 855-4500
---------------------
This statement is filed in connection with (check the appropriate box):
|_| (a) The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange Act of 1934.
CORPDAL:58334.1 18747-00001
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|_| (b) The filing of a registration statement under the Securities
Act of 1933.
|X| (c) A tender offer.
|_| (d) None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. |_|
Calculation of Filing Fee:
Transaction Valuation* Amount of Filing Fee**
$2,792,576 $559
* For purposes of calculating the fee only. The filing fee was calculated
pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as
amended, and Rule 0-11 thereunder, on the basis of 143,209 shares of
Common Stock (the number of shares of Common Stock outstanding on the
date hereof, excluding 633,917 shares of Common Stock held by the
Bidder) multiplied by the proposed acquisition price of $19.50 per
share.
** 1/50th of one percent of the value of the securities to be acquired.
|X| Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $559
Form or Registration No.: Schedule 14D-1
Filing Party: The Hallwood Group Incorporated
Date Filed: October 15, 1996
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CROSS-REFERENCE SHEET
Item in Location of item(s) in
Schedule 13E-3 Schedule 14D-1
-------------- --------------
17(g) 11(g)
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The Hallwood Group Incorporated (the "Purchaser") hereby amends and
supplements its Rule 13E-3 Transaction Statement (the "Schedule 13E-3")
originally filed on October 15, 1996, with respect to its tender offer for all
of the outstanding shares of Common Stock, par value $0.50 per share (the
"Shares"), of Hallwood Energy Corporation, a Texas corporation (the "Company"),
not currently directly or indirectly owned by the Purchaser, for $19.50 per
Share, net to the seller in cash, without interest thereon, as set forth in this
Amendment No. 1. This Amendment No. 1 to the Schedule 13E-3 is intended to
satisfy the reporting requirements of Section 13(e) of the Exchange Act. The
preceding cross-reference sheet, prepared pursuant to General Instruction F to
Schedule 13E-3 of the Exchange Act shows the location in the Tender Offer
Statement on Schedule 14D-1 and Schedule 13D/A (Amendment No. 12), as amended,
under the Exchange Act (the "Schedule 14D-1") of the information required to be
included in response to the items of Schedule 13E-3 of the Exchange Act. The
Schedule 14D-1 was originally filed by the Purchaser with the Securities and
Exchange Commission on October 15, 1996 and is being amended concurrently
herewith. The information contained in the Schedule 14D-1, including all
exhibits thereto, is expressly and hereby incorporated herein by reference and
the responses to each item are qualified in their entirety by reference to the
information contained in the Schedule 14D-1 and the exhibits thereto. All cross
references in this Schedule 13E-3, other than cross references to the Schedule
14D-1, are to the Offer to Purchase.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d)(9) Press Release issued by the Company dated November 18, 1996.
(g) Complaint in The Ravenswood Investment Company, L.P. v.
Hallwood Energy Corporation, Hallwood Group, Inc., Anthony J.
Gumbiner, William L. Guzzetti, Brian M. Troup, Hans-Peter
Holinger, Rex A. Sebastian and Nathan Collins, C.A.
No. 96-WM-2665 (United States District Court - District of
Colorado, filed November 15, 1996).
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SIGNATURE
After due 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.
Dated: November 22, 1996 THE HALLWOOD GROUP
INCORPORATED
By: /s/ Melvin J. Melle
-----------------------------
Name: Melvin J. Melle
Title: Vice President
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EXHIBIT INDEX
Exhibit
Number Description Page Number
(d)(9) Press Release issued by the Company dated November 18, 1996.
(g) Complaint in The Ravenswood Investment Company, L.P. v.
Hallwood Energy Corporation, Hallwood Group, Inc., Anthony J.
Gumbiner, William L. Guzzetti, Brian M. Troup, Hans-Peter
Holinger, Rex A. Sebastian and Nathan Collins, C.A.
No. 96-WM-2665 (United States District Court - District of
Colorado, filed November 15, 1996).
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