================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
HALLWOOD REALTY PARTNERS, L.P.
(Name of Subject Company)
HALLWOOD REALTY PARTNERS, L.P.
(Name of Person(s) Filing Statement)
UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS
LIMITED PARTNER UNIT PURCHASE RIGHTS
(Title of Class of Securities)
40636T 20 3
(CUSIP Number of Class of Securities)
WILLIAM L. GUZZETTI
HALLWOOD REALTY, LLC
3710 Rawlins, Suite 1500
Dallas, Texas 75219-4298
(214) 528-5588
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)
COPY TO:
<Table>
DENNIS J. FRIEDMAN, ESQ. W. ALAN KAILER, ESQ.
GIBSON, DUNN & CRUTCHER LLP JENKENS & GILCHRIST, A PROFESSIONAL CORPORATION
200 PARK AVENUE 1445 ROSS AVENUE, SUITE 3200
NEW YORK, NEW YORK 10166 DALLAS, TEXAS 75202
(212) 351-4000 (214) 855-4500
</Table>
[ ] Check the box if the filing relates solely to preliminary communications
prior to the commencement of a tender offer.
================================================================================
This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") filed with the Securities and
Exchange Commission on May 15, 2003 by Hallwood Realty Partners, L.P. ("Hallwood
Realty"), a Delaware limited partnership, relating to an offer by High River
Limited Partnership, a Delaware limited partnership, to purchase any and all of
the outstanding limited partner units ("Units") in Hallwood Realty and the
associated rights to purchase additional Units under the Unit Purchase Rights
Agreement, dated as of November 30, 1990, as amended, between Hallwood Realty
and EquiServe Trust Company, N.A., as rights agent, at a purchase price of
$100.00 per Unit, net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated May 1,
2003, as it may be supplemented or amended from time to time. Unless otherwise
indicated, all capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Schedule 14D-9.
Subparagraph (b)(3) of Item 8 is hereby amended and restated in its entirety as
follows:
(3) Forward-Looking Statements.
In the interest of providing unitholders with certain information
regarding Hallwood's future plans and operations, certain statements set forth
in this Schedule 14D-9 relate to management's future plans and objectives.
Although any forward-looking statements contained in this Schedule 14D-9 or
otherwise expressed by or on behalf of Hallwood are, to the knowledge and in the
judgment of Hallwood Realty and the officers and directors of Hallwood Realty,
expected to prove true and come to pass, there can be no assurances that any of
these expectations will prove correct or that any of the actions that are
planned will be taken. Forward-looking statements involve known and unknown
risks and uncertainties that may cause Hallwood's actual performance and
financial results in future periods to differ materially from any projection,
estimate or forecasted result. Hallwood assumes no obligation to update its
forward-looking statements to reflect events or circumstances after the date
hereof other than as required by law.
E-2
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: June 2, 2003
HALLWOOD REALTY PARTNERS, L.P.
By: HALLWOOD REALTY, LLC, its General Partner
By: /s/ John G. Tuthill
-------------------------------------
Name: John G. Tuthill
Title: Executive Vice President and
Secretary
E-3