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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
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
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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.
[ ] (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:
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Transaction Valuation* Amount of Filing Fee**
$2,792,576 $559
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* 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
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Form or Registration No.: Schedule 14D-1
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Filing Party: The Hallwood Group Incorporated
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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
- -------------- -----------------------
1(a) 1(a)
1(b) 1(b)
1(c) 1(c)
(d)-(f) *
2(a)-(g) 2(a)-(g)
3(a)(1) 3 (a)
3(a)(2) 3 (b)
3(b) *
4(a) *
4(b) **
5(a)-(g) 5
6(a) 4(a)
6(b) *
6(c) 4(b)
6(d) **
7(a) 5
7(b)-(d) *
8(a)-(e) *
(8)(f) **
9 *
10(a)-(b) 6(a)-(b)
11 7
12 *
13(a) *
13(b)-(c) *
14(a) *
14(b) **
15(a) **
15(b) 8
16 10(f)
17(a) **
(b) *
(c) *
(d) 11(a)
(e) *
(f) **
* The Item is not required by Schedule 14D-1 of the Exchange Act.
** The Item is not applicable or the answer thereto is in the negative.
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This Rule 13E-3 Transaction Statement (the "Schedule 13E-3") is being
filed by The Hallwood Group Incorporated, a Delaware corporation (the
"Purchaser"), pursuant to Section 13(e) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), and Rule 13e-3 thereunder in connection
with the tender offer by the Purchaser 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, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated October 15, 1996 (the "Offer to
Purchase") and in the related Letter of Transmittal (the "Letter of
Transmittal," together with the Offer to Purchase, the "Offer"). This Schedule
13E-3 is intended to satisfy the reporting requirements of Section 13(e) of the
Exchange Act. Copies of the Offer to Purchase and the Letter of Transmittal are
attached as exhibits to, and incorporated by reference in, the Tender Offer
Statement on Schedule 14D-1 and Schedule 13D/A (Amendment No.12) under the
Exchange Act (the "Schedule 14D-1"). The Schedule 14D-1 was filed by the
Purchaser with the Securities and Exchange Commission contemporaneously with
this Schedule 13E-3 on October 15, 1996. The preceding cross-reference sheet,
prepared pursuant to General Instruction F to Schedule 13E-3 of the Exchange
Act shows the location in 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
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-I 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 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The answer to item 1(a) of the Schedule 14D-1 is incorporated
herein by reference.
(b) The information set forth in the "INTRODUCTION" of the Offer
to Purchase is incorporated herein by reference.
(c) The answer to item 1(c) of the Schedule 14D-1 is incorporated
herein by reference.
(d) The information set forth in "THE OFFER - 6. Price Range of
Shares; Dividends" and in "THE OFFER - 14. Dividends and Distributions" of the
Offer to Purchase is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in "THE OFFER - 9. Certain
Information Concerning the Purchaser" of the Offer to Purchase is incorporated
herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(g) The answers to item 2 of the Schedule 14D-1 are incorporated
herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)-(b) The information set forth in the "INTRODUCTION," in "SPECIAL
FACTORS - 5. Background of the Offer and the Merger," in "THE OFFER - 9.
Certain Information Concerning the Purchaser," in "THE OFFER - 10. Contacts
with the Company; Contracts and Arrangements" and in "THE OFFER - 11. The
Merger Agreement; Appraisal Rights" of the Offer to Purchase is incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "THE INTRODUCTION," in "THE OFFER
- - 1. Terms of the Offer and the Merger," in "THE OFFER - 2. Acceptance for
Payment and Payment for Shares," in "THE OFFER - 11. The Merger Agreement;
Appraisal Rights" and in "THE OFFER - 13. Certain Conditions of the Offer" of
the Offer to Purchase is incorporated herein by reference.
(b) Not applicable.
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ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(f) The answers to item 5 of the Schedule 14D-1 are incorporated
hereby by reference.
(g) The information set forth in "THE OFFER - 7. Effect of the
Offer on Market for the Shares; Stock Exchange Listing; and Exchange Act
Registration" of the Offer to Purchase is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The answer to item 4(a) of the Schedule 14D-1 is incorporated
herein by reference.
(b) The information set forth in "THE OFFER - 12. Source and
Amount of Funds" and in "THE OFFER - 16. Fees and Expenses" of the Offer to
Purchase is incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The answer to item 5 of the Schedule 14D-1 is incorporated
herein by reference.
(b) The information set forth in "SPECIAL FACTORS - 5. Background
of the Offer and the Merger" of the Offer to Purchase is incorporated herein by
reference.
(c) The information set forth in "SPECIAL FACTORS - 2. Reasons for
the Offer and the Merger" of the Offer to Purchase is incorporated herein by
reference.
(d) The information set forth in the "INTRODUCTION," in "SPECIAL
FACTORS - 2. Reasons for the Offer and the Merger," in "SPECIAL FACTORS - 5.
Background of the Offer and the Merger," in "THE OFFER - 5. Certain United
States Tax Considerations of the Offer and the Merger," in "THE OFFER 10.
Contacts with the Company; Contracts and Arrangements" and in "THE OFFER - 11.
The Merger Agreement; Appraisal Rights" of the Offer to Purchase is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) The information set forth in "INTRODUCTION," "SPECIAL FACTORS
- - 2. Reasons for the Offer and the Merger," "SPECIAL FACTORS - 3. Fairness of
the Offer and the Merger," in "SPECIAL FACTORS - 5. Background of the Offer and
the Merger" and "SPECIAL FACTORS - 6. Recommendation of the Company's Board of
Directors and the Special Committee" of the Offer to Purchase is incorporated
herein by reference.
(c)-(e) The information set forth in "INTRODUCTION," "SPECIAL FACTORS
- - 2. Reasons for the Offer and the Merger," "SPECIAL FACTORS - 3. Fairness of
the Offer and the Merger," in "SPECIAL FACTORS - 5. Background of the Offer and
the Merger," "SPECIAL FACTORS - 6. Recommendation of the Company's Board of
Directors and the Special Committee," in "THE OFFER - 1. Terms of the Offer"
and in "THE OFFER - 13. Certain Conditions of the Offer" of the Offer to
Purchase is incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(b) The information set forth in "INTRODUCTION," "SPECIAL FACTORS
- - 2. Reasons for the Offer and the Merger," in "SPECIAL FACTORS - 3. Fairness
of the Offer and the Merger," in "SPECIAL FACTORS - 5. Background of the Offer
and the Merger," in "THE OFFER - 11. The Merger Agreement; Appraisal Rights"
and in "THE OFFER - 16. Fees and Expenses" of the Offer to Purchase is
incorporated herein by reference.
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(c) The information set forth in "INTRODUCTION," "SPECIAL FACTORS
- - 2. Reasons for the Offer and the Merger" and in "SPECIAL FACTORS - 5.
Background of the Offer and the Merger" of the Offer to Purchase is
incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The answer to item 6 of the Schedule 14D-1 is incorporated
herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The answer to item 7 of the Schedule 14D-1 is incorporated herein by
reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) The information set forth in "THE OFFER - 9. Certain
Information Concerning the Purchaser" and in "THE OFFER - 11. The Merger
Agreement; Appraisal Rights" of the Offer to Purchase is incorporated herein by
reference.
(b) The information set forth in "SPECIAL FACTORS" - 3. Fairness
of the Offer and the Merger," "SPECIAL FACTORS - 5. Background of the Offer and
the Merger" and "SPECIAL FACTORS - 6. Recommendation of the Company's Board of
Directors and the Special Committee" of the Offer to Purchase is incorporated
herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "THE OFFER - 11. The Merger
Agreement; Appraisal Rights" in the Offer to Purchase and in "SII - Appraisal
Rights of Dissenting Stockholders under Texas Law" of the Offer to Purchase is
incorporated herein by reference.
(b)-(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "THE OFFER - 8. Certain
Information Concerning the Company" of the Offer to Purchase and the
information set forth in Appendix A to the Offer to Purchase is incorporated
herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) Not applicable.
(b) The answer to item 8 of the Schedule 14D-1 is incorporated
herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
The answer to item 10(f) of the Schedule 14D-1 is incorporated herein
by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c)(1) Agreement and Plan of Merger, dated as of October 9, 1996,
between the Purchaser and the Company.
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(c)(2) Financial Consulting Agreement between The Hallwood Group
Incorporated and Hallwood Petroleum, Inc. dated June 30, 1994.
(c)(3) Compensation Agreement between Hallwood Petroleum, Inc. and
Anthony J. Gumbiner dated August 1, 1994.
(c)(4) Domestic Incentive Plan between Hallwood Energy Partners, L.P.
and Hallwood Petroleum, Inc. dated January 14, 1993.
(d)(1) Offer to Purchase.
(d)(2) Letter of Transmittal.
(d)(3) Letter dated October 15, 1996, to brokers, dealers, commercial
banks, trust companies and nominees.
(d)(4) Letter to be used by brokers, dealers, commercial banks, trust
companies and nominees to their clients.
(d)(5) Press Release issued by the Company and the Purchaser, dated
September 9, 1996
(d)(6) Press Release issued by the Company and the Purchaser, dated
October 10, 1996.
(d)(7) Form of newspaper advertisement, dated October 15, 1996.
(d)(8) Letter to Stockholders of the Company, dated October 15, 1996.
(e)(1) Appraisal Rights of Dissenting Stockholders Under Texas Law.
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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: October 15, 1996 THE HALLWOOD GROUP INCORPORATED
By: /s/ Melvin J. Melle
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Name: Melvin J. Melle
Title: Vice President
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EXHIBIT INDEX
Exhibit
Number Description Page Number
- ------- ----------- -----------
(a) Not applicable.
(b) Not applicable.
(c)(1) Agreement and Plan of Merger, dated as of October 9, 1996,
between the Purchaser and the Company.
(c)(2)* Financial Consulting Agreement between The Hallwood Group
Incorporated and Hallwood Petroleum, Inc. dated June 30, 1994.
(c)(3)* Compensation Agreement between Hallwood Petroleum, Inc. and
Anthony J. Gumbiner dated August 1, 1994.
(c)(4)* Domestic Incentive Plan between Hallwood Energy Partners, L.P.
and Hallwood Petroleum, Inc. dated January 14, 1993.
(d)(1) Offer to Purchase.
(d)(2) Letter of Transmittal.
(d)(3) Letter dated October 15, 1996, to brokers, dealers, commercial banks,
trust companies and nominees.
(d)(4) Letter to be used by brokers, dealers, commercial banks, trust companies
and nominees to their clients.
(d)(5) Press Release issued by the Company and the Purchaser, dated September 9, 1996
(d)(6) Press Release issued by the Company and the Purchaser, dated October 10, 1996.
(d)(7) Form of newspaper advertisement, dated October 15, 1996.
(d)(8) Letter to Stockholders of the Company, dated October 15, 1996.
(e)(1) Appraisal Rights of Dissenting Stockholders Under Texas Law.
*Incorporated by reference from the Company's Annual Report on Form 10-K for
the period ending December 31, 1995.
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