UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
THE HALLWOOD GROUP INCORPORATED
(Name of Subject Company (issuer))
HALLWOOD FINANCIAL LIMITED
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, par value $0.10 per Share
(Title of Class of Securities)
406364 30 7
(CUSIP Number of Class of Securities)
Anthony J. Gumbiner
Hallwood Financial Limited
3710 Rawlins, Suite 1220, Dallas, Texas 75219
(214) 523-5588
(Name, address, and telephone numbers of persons authorized
to receive notices and communications on behalf of filing persons)
Calculation of Filing Fee:
| |
|
|
| Transaction valuation |
|
Amount of filing fee |
| N/A
|
|
N/A |
| o |
|
Check the 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: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
| þ |
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
þ third party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
þ going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
If applicable, check the appropriate box(es) below to designate the appropriate rule
provision(s) relied upon:
| o |
|
Rule 13e-4(i) (Cross-Border Issuer Trader Offer) |
| |
| o |
|
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
TABLE OF CONTENTS
On June 17, 2009, Hallwood Financial Limited (“Hallwood Financial”) announced that it no longer
intends to proceed with its offer to acquire all of the outstanding publicly held shares of The
Hallwood Group Incorporated. Attached hereto as Exhibit 99.1 and incorporated herein by reference
is the press release issued by Hallwood Financial.
Items 1 -11
N/A
Item 12. Exhibits
|
|
|
| Exhibit 99.1 |
|
Text of Press Release, issued by Hallwood Financial Limited
on June 17, 2009 |
Item 13. Information Required by Schedule 13E-3
N/A
2