UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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) November 30, 2004
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The Hallwood Group Incorporated
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-8303 51-0261339
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(Commission File Number) (IRS Employer Identification No.)
3710 Rawlins, Suite 1500, Dallas, Texas 75219
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(Address of Principal Executive Offices) (Zip Code)
(214) 528-5588
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On November 30, 2004, Hallwood Energy Corporation ("HEC"), a private energy
company of which The Hallwood Group Incorporated (the "Company") owns
approximately 28% (22% after consideration of stock options), entered into a
merger agreement with Chesapeake Energy Corporation and one of its subsidiaries
("Chesapeake"), under which Chesapeake will acquire HEC for a total cash price
of approximately $292 million, subject to adjustment for transaction costs,
changes in working capital and certain other matters. The merger is subject to
the approval of HEC's stockholders. The transaction is expected to be completed
by approximately December 15, 2004.
Certain statements in this report may constitute "forward-looking
statements" which are subject to known and unknown risks and uncertainties
including, among other things, that the contemplated transaction is subject to
certain conditions and, therefore, may not be completed or may be completed on
terms different than those described.
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SIGNATURES
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.
THE HALLWOOD GROUP INCORPORATED
Date: November 30, 2004 By: /s/ Melvin J. Melle
Name: Melvin J. Melle
Title: Vice President