SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
MARK ONE
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE TRANSITION PERIOD FROM TO |
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| For the Year Ended December 31, 2004
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Commission File Number: 1-8303 |
The Hallwood Group Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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51-0261339
(I.R.S. Employer
Identification Number) |
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3710 Rawlins, Suite 1500, Dallas, Texas
(Address of principal executive offices)
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75219
(Zip Code) |
Registrant’s telephone number, including area code: (214) 528-5588
Securities Registered Pursuant to Section 12(b) of the Act:
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Name of Each Exchange |
| Title of Class |
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On Which Registered |
| Common Stock ($0.10 par value)
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American Stock Exchange |
Securities Registered Pursuant to Section 12(g) of the Act:
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| Title of Class |
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| Series B Redeemable Preferred Stock
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES þ NO o.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in,
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer
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Accelerated filer
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Non-accelerated filer þ |
Indicate by
check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes
o No þ
Indicate by check
mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act. Yes o No þ
Indicate by check mark
whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes o No þ
The aggregate market value of the Common Stock, $0.10 par value per share, held by
non-affiliates of the registrant as of June 30, 2004, based on the closing price of $51.00 per
share on the American Stock Exchange, was $24,171,000.
1,326,343 shares of Common Stock, $0.10 par value per share, were outstanding at March 18,
2005.
DOCUMENTS INCORPORATED BY REFERENCE
The information called for by Part III is incorporated by reference to the definitive Proxy
Statement for the Annual Meeting of Stockholders of the Company filed with the Securities and
Exchange Commission April 25, 2005.
THE
HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
PART II — OTHER INFORMATION
Item 9A. Controls and Procedures
Disclosure Controls and Procedures. It is the conclusion of the Company’s principal executive
officer and principal financial officer that the Company’s disclosure controls and procedures (as
defined in Exchange Act rules 13a-15(e) and 15d-15(e)), based on their evaluation of these controls
and procedures as of the end of the period covered by this Annual Report, are effective at the
reasonable assurance level in ensuring that information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange Commission’s rules and
forms, and that information required to be disclosed by the Company in the reports that it files or
submits under the Act is accumulated and communicated to the Company’s management, including its
principal executive and principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure. Management necessarily
applied its judgment in assessing the costs and benefits of such controls and procedures which, by
their nature, can provide only reasonable assurance regarding management’s control objectives. The
design of any system of controls and procedures is based in part upon certain assumptions about the
likelihood of future events. There can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions, regardless of how remote.
In August 2003, the Company’s independent registered public accounting firm provided written
communications to management and the audit committee on the need to improve the financial closing
process at the Brookwood subsidiary. In April 2004, the Company received a further written
communications from the independent registered public accounting firm to management and the audit
committee on the continued need to improve the Brookwood financial closing process. With the
addition of new staff, Brookwood’s management believes it has made substantial progress both in the
timeliness and accuracy of the closing process. In March 2005, the Company received communication
from their independent registered public accounting firm that further improvements in the financial
systems and processes at its Brookwood subsidiary are still required. Brookwood is currently
implementing a new order processing and inventory control system and updating its general ledger
system, which will integrate various accounting processes. The new systems will further aid in
accelerating and automating the financial closing process. In addition, Brookwood has updated its
recordkeeping related to its subsidiary stock option plan.
Internal Controls. Other than the improvements noted above, there were no changes in the
Company’s internal controls over financial reporting that occurred during the last fiscal quarter
that have materially affected, or are reasonably likely to materially affect, these controls.
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