UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 1)*
THE HALLWOOD GROUP INCORPORATED
(Name of Issuer)
COMMON STOCK, $0.10 PAR VALUE PER SHARE
(Title of Class of Securities)
406364307
(CUSIP Number)
Mr. Steven Roth
Interstate Properties
210 Route 4 East
Paramus, New Jersey 07652
(201) 587-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 29, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.ss.. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following pages)
(Page 1 of 5 Pages)
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CUSIP NO. 406364307 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSONS. Interstate Properties
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 22-1858622
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
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NUMBER OF
SHARES 7 SOLE VOTING POWER 63,000
BENEFICIALLY ----------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER 0
EACH ----------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 63,000
PERSON ----------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%
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14 TYPE OF REPORTING PERSON PN
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Interstate Properties ("Interstate") hereby amends its Statement on
Schedule 13D filed with respect to the common stock, $0.10 par value per share
("Common Stock"), of The Hallwood Group Incorporated, a Delaware corporation
(the "Company"). This Amendment No.1 should be read in conjunction with the
Statement on Schedule 13D of Interstate filed on May 16, 2003 (the "Initial
Schedule 13D"). This Amendment No. 1 amends the Initial Schedule 13D only with
respect to the items listed below. Unless otherwise indicated, all capitalized
terms used but not defined herein shall have the meaning ascribed to them in the
Initial Schedule 13D.
This Amendment No.1 is being filed to report a decrease in the
percentage of the outstanding Common Stock which may be deemed to be
beneficially owned by Interstate, as a result of an agreement between Interstate
and the Company regarding the sale by Interstate of 35,000 shares of Common
Stock to the Company.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following paragraph at the end thereof:
On July 29, 2003, Interstate and the Company entered into a share
purchase agreement pursuant to which Interstate agreed to sell, and the Company
agreed to purchase, 35,000 shares of Common Stock, for the purchase price of
$17.25 per share of Common Stock, or a total purchase price of $603,750. Upon
consummation of the sale transaction, which is expected to occur promptly,
Interstate will not beneficially own more than 5% of the Common Stock and will
no longer be subject to the reporting requirements under Section 13(d) of the
Securities Exchange Act of 1934, as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a)-(b) is hereby amended by deleting the first sentence and replacing
with the following:
(a) - (b)Upon consummation of the sale transaction described in Item 4,
Interstate will own 63,000 shares (4.7%) of Common Stock.
Item 5(c) is hereby amended to read in its entirety as follows:
(c) Except as described in Item 4, Interstate has not engaged in any
transactions in the Common Stock in the past 60 days.
Item 5(e).
July 29, 2003.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is hereby amended to read in its entirety as follows:
On July 29, 2003, Interstate and the Company entered into a share
purchase agreement pursuant to which Interstate agreed to sell, and the Company
agreed to purchase, 35,000 shares of Common Stock, for the purchase price of
$17.25 per share of Common Stock, or a total purchase price of $603,750. Upon
consummation of the sale transaction, which is expected to occur promptly,
Interstate will not beneficially own more than 5% of the Common Stock and will
no longer be subject to the reporting requirements under Section 13(d) of the
Securities Exchange Act of 1934, as amended.
The information set forth in response to this item is qualified in its
entirety by reference to the document which is filed as Exhibit 99.1 to this
Schedule 13D.
Item 7. Material to be Filed as Exhibits
99.1 Share Purchase Agreement, dated July 29, 2003, between The
Hallwood Group Incorporated and Interstate Properties.
Page 3 of 5
SIGNATURE
After reasonable 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 30, 2003 INTERSTATE PROPERTIES
By: /s/ Steven Roth
--------------------------------
Steven Roth
Managing General Partner
Page 4 of 5
EXHIBIT INDEX
Exhibit Number Description
99.1 Share Purchase Agreement, dated July 29, 2003, between The
Hallwood Group Incorporated and Interstate Properties.
Page 5 of 5