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. ___)*
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)
May 6, 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. 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 6 Pages)
----------------------------- -----------------------------
CUSIP NO. 406364307 PAGE 2 OF 6 PAGES
----------------------------- -----------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS. Interstate Properties
I.R.S. IDENTIFICATION NOS. OF ABOVE 22-1858622
PERSONS (ENTITIES ONLY).
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
--------------------------------------------------------------------------------
7 SOLE VOTING POWER 98,000
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 98,000
PERSON
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 98,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON PN
--------------------------------------------------------------------------------
Page 3 of 6
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is
common stock, $0.10 par value per share ("Common Stock"), of The Hallwood Group
Incorporated, a Delaware corporation (the "Company"), which has its principal
executive offices at 3710 Rawlins, Suite 1500, Dallas, TX 75219.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is being filed by Interstate Properties, a New
Jersey general partnership ("Interstate").
(b) The address of Interstate's principal business and principal office
is 210 Route 4 East, Paramus, New Jersey 07652.
(c) The principal business of Interstate is real estate and
investments. The name, business address and principal occupation (including the
name, principal business and address of any corporation or other organization in
which such employment is conducted) of each of the general partners of
Interstate is listed on Annex A hereto.
(d) - (e) During the last five years, none of Interstate or any of the
persons listed on Annex A has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) nor been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such entity or person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Each of the persons listed on Annex A is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All Common Stock acquired by Interstate was acquired through purchase
with working capital of Interstate, for an aggregate of $981,762.
ITEM 4. PURPOSE OF TRANSACTION
Interstate acquired the Common Stock described in Item 5 for investment
purposes.
Interstate will assess its investment in the Company and, depending on
market conditions and other factors, may acquire additional Common Stock,
dispose of all or any portion of the Common Stock 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) and could involve one or more
additional parties), engage in discussions with the management and/or other
significant stockholders of the Company and take any other action which
Interstate may deem to be appropriate in the circumstances.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) Interstate owns 98,000 shares of Common Stock (7.2% of the
1,361,343 shares of Common Stock reported by the Company as outstanding at
April 30, 2003 in its Quarterly Report on Form 10-Q for the period ended
March 31, 2003). Interstate has sole voting and dispositive power with respect
to such Common Stock and each of the individuals listed in Annex A disclaim
beneficial ownership of such Common Stock.
Page 4 of 6
(c) Interstate has engaged in the following transactions (purchases) in
Common Stock in the past sixty days on the American Stock Exchange.
Number of
Shares of Price
Date Common Stock Per Share
---- ------------ ---------
04/21/03 5,000 $ 8.50
04/21/03 5,000 8.40
04/22/03 1,200 8.75
04/22/03 800 8.74
04/23/03 1,000 10.75
04/23/03 2,000 11.00
04/23/03 2,000 12.00
04/23/03 2,000 14.00
05/06/03 2,000 12.90
05/06/03 2,600 12.99
05/06/03 2,200 13.00
05/06/03 1,200 13.20
05/06/03 2,400 13.30
05/06/03 700 12.91
05/07/03 1,000 14.75
05/07/03 1,000 14.90
05/07/03 1,000 13.99
05/07/03 300 14.00
05/08/03 1,700 15.25
05/08/03 3,000 15.50
05/09/03 3,000 16.00
05/09/03 900 16.25
05/09/03 700 16.10
05/09/03 2,400 16.30
05/09/03 2,200 16.88
05/13/03 100 16.01
05/14/03 500 15.98
05/14/03 1,300 16.00
05/14/03 1,000 16.01
05/14/03 500 15.99
05/14/03 500 15.97
05/15/03 500 15.18
05/15/03 500 15.20
05/15/03 800 15.00
05/15/03 1,000 14.99
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
Page 5 of 6
SIGNATURES
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: May 16, 2003 INTERSTATE PROPERTIES
By: /s/ Steven Roth
----------------------------
Steven Roth
Managing General Partner
Page 6 of 6
ANNEX A
Name Business Address Principal Occupation
---- ---------------- --------------------
Steven Roth(1) Vornado Realty Trust(2) Managing General Partner of
Interstate Properties; Chairman and
Chief Executive Officer of Vornado
Realty Trust; Chairman and Chief
Executive Officer of Vornado
Operating Company(3); and Chief
Executive Officer of Alexander's
Inc.(2)
David Mandelbaum(1) Mandelbaum & Mandelbaum, P.C.
80 Main Street
West Orange, N.J. 07052 Member of law firm of Mandelbaum &
Mandelbaum, P.C.; and General
Partner of Interstate Properties
Russell B. Wight, Jr.(1) 278 South Maya Palm Drive
Boca Raton, Florida 33432(2) General Partner of Interstate
Properties
1. General Partner of Interstate Properties. Mr. Roth is Managing General
Partner of Interstate Properties.
2. Vornado Realty Trust's and Alexander's Inc.'s principal businesses are
leasing, managing, developing and redeveloping real estate properties. The
address of each is 888 Seventh Avenue, New York, New York 10019.
3. Vornado Operating Company operates businesses conducted at properties it
leases from Vornado Realty Trust. Vornado Operating Company's address is
888 Seventh Avenue, New York, New York 10019.