================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 29549 ---------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): MAY 7, 2003 ----------- COMMISSION FILE NUMBER: 1-10643 ---------- HALLWOOD REALTY PARTNERS, L.P. (Exact name of registrant as specified in its charter) ---------- DELAWARE 75-2313955 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 3710 RAWLINS SUITE 1500 DALLAS, TEXAS 75219-4298 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 528-5588 ================================================================================ HALLWOOD REALTY PARTNERS, L.P. ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. Hallwood Realty Partners, L.P. mailed a letter to its unitholders on May 7, 2003, informing them that it had received an announcement of an unsolicited offer from High River Limited Partnership, an affiliate of Carl C. Icahn, to acquire all of its outstanding units representing limited partnership interests. A copy of this letter is attached as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. 99.1 Letter to Unitholders dated May 7, 2003 2 HALLWOOD REALTY PARTNERS, L.P. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HALLWOOD REALTY PARTNERS, L.P. By: HALLWOOD REALTY, LLC General Partner Date: May 7, 2003 By: /s/ JEFFREY D. GENT -------------------- Jeffrey D. Gent Vice President - Finance (Principal Financial and Accounting Officer) 3 HALLWOOD REALTY PARTNERS, L.P. EXHIBIT INDEX <Table> <Caption> EXHIBIT NO. EXHIBIT DESCRIPTION - ----------- ------------------- 99.1 Letter to Unitholders dated May 7, 2003. </Table> 4