SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 10)
Under the Securities Exchange Act of 1934
The Hallwood Group Incorporated
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(Name of Issuer)
Common Stock, $0.10 par value per share
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(Title of Class of Securities)
406364307
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(CUSIP Number)
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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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
August 25, 2003
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(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.
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).
CUSIP No. 406364307
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Persons:
Alpha Trust
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ] (b) [ ]
3. SEC Use Only
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4. Source of Funds (See instructions) OO
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5. Check box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Island of Jersey, Channel Islands
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7. Sole Voting Power 0
Number of Units -----------------------
Beneficially Owned by 8. Shared Voting Power 824,075
Each Reporting Person ---------------------
With: 9. Sole Dispositive Power 0
------------------
10. Shared Dispositive Power 824,075
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
824,075
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Units
(See Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11.
62.13%
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14. Type of Reporting Person (See Instructions):
OO
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CUSIP No. 406364307
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Persons:
Anthony J. Gumbiner
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ] (b) [ ]
3. SEC Use Only
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4. Source of Funds (See instructions) OO
----------------------------
5. Check box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United Kingdom
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7. Sole Voting Power 150,000
Number of Units -----------------------
Beneficially Owned by 8. Shared Voting Power 824,075
Each Reporting Person ---------------------
With: 9. Sole Dispositive Power 150,000
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10. Shared Dispositive Power 824,075
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
974,075
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Units
(See Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11.
69.98%
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14. Type of Reporting Person (See Instructions):
OO
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Schedule 13D
This Amendment No. 10 to Schedule 13D amends the Schedule 13D (the
"Schedule 13D"), filed by Alpha Trust, a trust formed under the laws of the
Island of Jersey, Channel Islands (the "Trust"), and is being filed pursuant to
Rule 13d-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended. Unless otherwise indicated, all capitalized terms used,
but not defined herein, have the meanings ascribed to such terms in the Schedule
13D. "No material changes" means no material changes to the response contained
in the Trust's Schedule 13D previously filed.
Item 1. Security and Issuer.
No material changes.
Item 2. Identity and Background.
No material changes.
Item 3. Source and Amount of Funds or Other Consideration.
Hallwood Investments Limited ("HIL"), a corporation organized
under the laws of the British Virgin Islands and wholly-owned by
the Trust, purchased 56,300 shares (the "Shares") of common stock
of The Hallwood Group Incorporated (the "Company") from a third
party in a privately negotiated transaction, using working
capital funds.
Item 4. Purpose of Transaction.
The Trust acquired the Shares for investment. The Trust has and
intends to review its investment in the Company on a continuing
basis and, depending on market conditions and other factors, may
acquire additional securities, dispose of all or any portion of
the securities it now owns or may hereafter acquire, seek to
engage in extraordinary corporate transactions, such as a merger
or other reorganization involving the Company or a purchase, sale
or transfer of a material amount of the assets of the Company or
any of its subsidiaries (which extraordinary transaction could
involve one or more of the matters described in clauses (a)
through (j) of Schedule 13D) and take any other action that the
Trust may deem to be appropriate in the circumstances. Whether
the Trust takes any of the foregoing actions will depend upon its
evaluation of pertinent factors, including without limitation,
the availability of shares of common stock for purchase or
acquisition at particular price levels or upon particular terms;
the capital needs of the Company; the business and prospects of
each of the Company and the Trust; economic, stock market, and
money market conditions; other business and investment
opportunities available to the Trust; regulatory requirements;
other circumstances that may make it advantageous to the Trust to
either increase or decrease its ownership of the Company's
securities and other requirements of the Trust.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Trust owns 824,075 shares of
common stock representing 62.13% of the common stock outstanding,
based on 1,326,343 shares of common stock outstanding, as
reported in the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2003. Mr. Gumbiner holds currently
exercisable options (the "Options") to purchase 150,000 shares of
the Company's common stock, representing approximately 10% of the
Company's common stock, which, in addition to the Shares
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beneficially owned through the Trust, give Mr. Gumbiner
beneficial ownership of approximately 65.98% of the Company's
common stock.
(b) The Shares are owned by HIL. Mr. Anthony Gumbiner and his
family are discretionary beneficiaries of the Trust. Because Mr.
Gumbiner is the principal director and officer of HIL, Mr.
Gumbiner and the Trust may be deemed to share voting and
dispositive power over the Shares. Mr. Gumbiner has sole voting
and dispositive power with respect to the Options.
(c) None.
(d) Not applicable.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Materials Filed as Exhibits.
None.
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: August 26, 2003 THE ALPHA TRUST
By: Hallwood Company Limited, Trustee
/s/ Anthony J. Gumbiner
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By: Anthony J. Gumbiner
Title: Director
/s/ Anthony J. Gumbiner
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Anthony J. Gumbiner
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