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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Earliest Event Reported: November 12, 2004

THE HALLWOOD GROUP INCORPORATED

(Exact name of registrant as specified in its charter)
         
DELAWARE
(State or other jurisdiction of
incorporation or organization)
  1-8303
(Commission File Number)
  51-0261339
(IRS Employer
Identification No.)
     
3710 Rawlins, Suite 1500
Dallas, Texas
 
75219

(Address of principal executive offices)
  (Zip Code)

Registrant’s telephone number, including area code (214) 528-5588

          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):

    o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
    o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
    o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
    o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



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THE HALLWOOD GROUP INCORPORATED

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ITEM 2.02  
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
       
             
ITEM 9.01  
FINANCIAL STATEMENTS AND EXHIBITS
       
             
SIGNATURE
             
Exhibit 99.1  
Press release dated November 12, 2004, announcing the results of operations of The Hallwood Group Incorporated for the third quarter and nine months ended September 30, 2004.
       

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Item 2.02 Results of Operations and Financial Condition.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Press Release


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Item 2.02 Results of Operations and Financial Condition.

     On November 12, 2004, The Hallwood Group Incorporated issued a press release announcing its results of operations for the third quarter and nine months ended September 30, 2004. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

     The information in this Current Report on 8-K, including the exhibit, is provided under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in this Current Report on Form 8-K, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933 regardless of any general incorporation language in such filings.

Item 9.01 Financial Statements and Exhibits.

     The following exhibits are furnished in accordance with the provisions of Item 601 of Regulations S-K:

     
Exhibit    
Number
  Description of Exhibit
99.1
  Press release issued by The Hallwood Group Incorporated on November 12, 2004, announcing its results of operations for the third quarter and nine months ended September 30, 2004.

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THE HALLWOOD GROUP INCORPORATED

SIGNATURE

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, thereunto duly authorized.

Dated: November 15, 2004

         
  THE HALLWOOD GROUP INCORPORATED
 
 
  By:   /s/ Melvin J. Melle    
    Name:   Melvin J. Melle   
    Title:   Vice President & Chief Financial Officer   
 

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THE HALLWOOD GROUP INCORPORATED

EXHIBIT INDEX

     
Exhibit Number
  Name
99.1
  Press release, dated November 12, 2004, announcing the results of operations of The Hallwood Group Incorporated for the third quarter and nine months ended September 30, 2004.

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