UNITED STATES
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 Report (Date of earliest event reported): July 16, 2004
The Hallwood Group Incorporated
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Exact name of registrant as specified in its charter)
Delaware 1-8303 51-0261339
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or Identification No.)
organization)
3710 Rawlins
Suite 1500
Dallas, Texas 75219
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 528-5588
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
On July 16, 2004, Hallwood Realty Partners, L.P. (the "Partnership")
completed a merger with a wholly-owned subsidiary of HRPT Properties Trust
("HRPT"). In connection with the merger, The Hallwood Group Incorporated
("Hallwood") and affiliates sold 330,432 units of limited partnership interests
and the general partner interest in the Partnership and other related interests
for a total cash price of approximately $66,000,000. Hallwood agreed to have the
amount it received with respect to its units reduced by its pro rata share of
the attorneys' fees or other amounts awarded by the Delaware Court of Chancery
in connection with litigation in the Court of Chancery, styled I.G. Holdings,
Inc., et al., v. Hallwood Realty LLC, et al. (C.A. No. 20283), even though
Hallwood and its affiliates are not members of the putative class for whose
purported benefit the litigation was commenced. The Court has not yet determined
whether any amounts will be withheld or the extent of any such withholding. In
addition, the amount paid will be subject to any required income tax
withholding. Of the amount received by Hallwood, $18,500,000 has been placed in
escrow until the earlier to occur of 12 months from the closing of the
transactions, the final determination of any claims by unitholders relating to
the tender offer by High River Limited Partnership or the merger, or release
from escrow under other specified circumstances.
The escrow agreement relating to the escrowed amount is attached to this
report as Exhibit 2.1.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1* Escrow Agreement, dated as of July 16, 2004, by and among HRPT
Properties Trust, HRP GP, LLC, Hallwood Realty, LLC, Hallwood
Commercial Real Estate, LLC, HWG, LLC, HWG Realty Investors, LLC,
HWG 98 Advisors, Inc., HWG 95 Advisors, Inc. and Wachovia Bank,
National Association, as Escrow Agent.
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* filed herewith
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.
Date: July 22, 2004 THE HALLWOOD GROUP INCORPORATED
By: /s/ Melvin J. Melle
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Name: Melvin J. Melle
Title: Vice President, Chief
Financial Officer,
Secretary
Exhibit Index
2.1* Escrow Agreement, dated as of July 16, 2004, by and among HRPT
Properties Trust, HRP GP, LLC, Hallwood Realty, LLC, Hallwood
Commercial Real Estate, LLC, HWG, LLC, HWG Realty Investors, LLC, HWG
98 Advisors, Inc., HWG 95 Advisors, Inc. and Wachovia Bank, National
Association, as Escrow Agent.
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* filed herewith