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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. 3
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.
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This Amendment No. 3 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on
May 15, 2003 (as subsequently amended, the "Schedule 14D-9") by Hallwood Realty
Partners, L.P. ("Hallwood"), 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 and the associated rights to purchase additional Units under the Unit
Purchase Rights Agreement, dated as of November 30, 1990, as amended, between
Hallwood 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.
Item 7 is hereby amended by amending and restating in its entirety the first
paragraph of such Item as follows:
Subject Company Negotiations. The board of Hallwood Realty, LLC, the
general partner of Hallwood, has authorized Morgan Stanley to continue its
evaluation of potential alternatives to the tender offer, including, without
limitation, to initiate discussions with prospective parties interested in
participating in a transaction with Hallwood at prices and on terms which the
board believes would be in the best interest of all partners of Hallwood. Such
transaction may include, without limitation, (i) an extraordinary transaction,
such as a merger, reorganization or liquidation, involving Hallwood or any of
its subsidiaries or (ii) a purchase, sale or transfer or a material amount of
assets by Hallwood or any of its subsidiaries. There can be no assurance,
however, that Morgan Stanley will be able to generate interest in any such
transaction.
Additionally, subject to availability at prices deemed favorable and in
accordance with applicable laws and regulations, Hallwood may acquire Units from
time to time in open market transactions, privately negotiated transactions or
otherwise. There can be no assurance that Hallwood will engage in any such
acquisitions or the prices at which such acquisitions may occur.
Except as described above, Hallwood is not presently undertaking or
engaging in any negotiations in response to the tender offer that relate to (i)
a tender offer for or other acquisition of the Units by Hallwood, any of its
subsidiaries or any other person or (ii) a material change in the present
distribution rate or policy, indebtedness or capitalization of Hallwood.
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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: July 21, 2003
HALLWOOD REALTY PARTNERS, L.P.
By: HALLWOOD REALTY, LLC, its General Partner
By: /s/ John G. Tuthill
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Name: John G. Tuthill
Title: Executive Vice President and Secretary
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