SC 13D/A 1 dsc13da.txt SCHEDULE 13D/A - AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 Hallwood Energy Corporation (Name of Issuer) Common Stock, $.01 par value per share Series A Cumulative Preferred Stock (Title of Class of Securities) 40636X105 40636x204 (CUSIP Number) Jack D. Hightower Chief Executive Officer Pure Resources, Inc. 500 West Illinois Midland, Texas 79701 (915) 498-8600 Copy to: Joe Dannenmaier Thompson & Knight L.L.P. 1700 Pacific Avenue, Suite 3300 Dallas, Texas 75201 (214) 969-1393 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 9, 2001 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or Section 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 Section 240.13d-7(b) 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 disclosure 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). Page 1 of 13 CUSIP NO. 40636X105 CUSIP NO. 40636X204

/1/ Based on 9,659,239 shares of Common Stock outstanding as of March 9, 2001. /2/ Based on 2,263,573 shares of Common Stock outstanding as of March 9, 2001. Page 2 of 13 CUSIP NO. 40636X105 CUSIP NO. 40636X204

/1/ Based on 9,659,239 shares of Common Stock outstanding as of March 9, 2001. /2/ Based on 2,263,573 shares of Common Stock outstanding as of March 9, 2001. Page 3 of 13 CUSIP NO. 40636X105 CUSIP NO. 40636X204

/1/ Based on 9,659,239 shares of Common Stock outstanding as of March 9, 2001. /2/ Based on 2,263,573 shares of Common Stock outstanding as of March 9, 2001. Page 4 of 13 CUSIP NO. 40636X105 CUSIP NO. 40636X204

/1/ Based on 9,659,239 shares of Common Stock outstanding as of March 9, 2001. /2/ Based on 2,263,573 shares of Common Stock outstanding as of March 9, 2001. Page 5 of 13 CUSIP NO. 40636X105 CUSIP NO. 40636X204

/1/ Based on 9,659,239 shares of Common Stock outstanding as of March 9, 2001. /2/ Based on 2,263,573 shares of Common Stock outstanding as of March 9, 2001. Page 6 of 13 CUSIP NO. 40636X105 CUSIP NO. 40636X204 Statement on Schedule 13D This Amendment No. 1 to Schedule 13D amends the Schedule 13D, dated April 10, 2001, (the "Schedule 13D"), filed by Pure Resources, Inc., a Delaware corporation ("Pure Resources"), Pure Resources II, Inc., a Delaware corporation ("Purchaser"), Titan Exploration, Inc., a Delaware corporation ("Titan"), Unocal Corporation, a Delaware corporation ("Unocal"), and Union Oil Company of California, a California corporation ("Union Oil" and collectively, the "Reporting Persons"). 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 Schedule 13D previously filed. Item 1. Security and Issuer. Item 1 is hereby amended and restated in its entirety as follows: The classes of equity securities to which this statement relates are the common stock, par value $.01 per share (the "Common Stock") and the Series A Cumulative Preferred Stock, par value $.01 per share (the "Preferred Stock"), of Hallwood Energy Corporation, a Delaware corporation ("Hallwood"). The address of Hallwood's principal executive offices is 4610 S. Ulster Street, Suite 200, Denver, Colorado 80237. Item 2. Identity and Background. No material changes. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended and supplemented to add the following: "The information set forth in Section 10 ("Source and Amount of Funds") of the Offer to Purchase is incorporated herein by reference. Item 4. Purpose of Transaction. No material changes. Item 5. Interest in Securities of the Issuer. Item 3 is hereby amended and supplemented to add the following: "The Offer expired at 12:00 midnight, New York City time, on Tuesday, May 8, 2001. Pursuant to the Offer, on May 9 the Purchaser accepted for payment approximately 8,204,711 shares of Common Stock reported by the Depositary as having been tendered in the Offer, representing approximately 85% of the outstanding Common Stock as of May 8, 2001. The Purchaser also accepted for payment approximately 1,765,289 shares of Preferred Stock reported by the Depositary as having been tendered in the Offer, representing approximately 78% of the outstanding Preferred Stock as of May 8, 2001." Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer. No material changes. Item 7. Material to Be Filed as Exhibits. Item 7 is amended and supplemented to add the following: (5) Joint Filing Agreement dated May 9, 2001 among the Reporting Persons. (6) Credit Agreement, dated September 29, 2000, among Pure Resources, Inc., the Lenders party thereto, The Chase Manhattan Bank, as Administrative Agent, First Union National Bank, as Syndication Agent, and Credit Lyonnais New York Branch, as Documentation Agent (incorporated by reference to Exhibit 10.13 to the Pure Resources, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2000). (7) Credit Agreement, dated September 29, 2000, among Pure Resources, Inc., the Lenders party thereto, The Chase Manhattan Bank, as Administrative Agent, First Union National Bank, as Syndication Agent, and BNP Paribas, as Documentation Agent (incorporated by reference to Exhibit 10.14 to the Pure Resources, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2000). (8) Consent and Waiver Letter dated January 31, 2001, to the Credit Agreements dated September 29, 2000, among Pure Resources, Inc., the Lenders party thereto, The Chase Manhattan Bank, as Administrative Agent and First Union National Bank, as Syndication Agent (incorporated by reference to Exhibit 10.28 to the Pure Resources, Inc. Annual Report on Form 10-K for the year ended December 31, 2000). Page 7 of 13 CUSIP NO. 40636X105 CUSIP NO. 40636X204 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. Date: May 9, 2001 PURE RESOURCES, INC. By: /s/ Jack D. Hightower ------------------------------ Name: Jack D. Hightower Title: President Page 8 of 13 CUSIP NO. 40636X105 CUSIP NO. 40636X204 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. Date: May 9, 2001 PURE RESOURCES II, INC. By: /s/ Jack D. Hightower ------------------------------ Name: Jack D. Hightower Title: President Page 9 of 13 CUSIP NO. 40636X105 CUSIP NO. 40636X204 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. Date: April 10, 2001 TITAN EXPLORATION, INC. By: /s/ Jack D. Hightower ------------------------------ Name: Jack D. Hightower Title: President Page 10 of 13 CUSIP NO. 40636X105 CUSIP NO. 40636X204 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. Date: May 9, 2001 UNOCAL CORPORATION By: /s/ Terry G. Dallas ---------------------------------- Name: Terry G. Dallas -------------------------- Title: Executive Vice President & Chief Financial Officer -------------------------- Page 11 of 13 CUSIP NO. 40636X105 CUSIP NO. 40636X204 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. Date: May 9, 2001 UNION OIL COMPANY OF CALIFORNIA By: /s/ Terry G. Dallas ---------------------------------- Name: Terry G. Dallas -------------------------- Title: Executive Vice President & Chief Financial Officer -------------------------- Page 12 of 13 Exhibit 4 JOINT FILING AGREEMENT The undersigned reporting persons hereby agree that the statements filed pursuant to this Schedule 13D, dated May 9, 2001, to which this Agreement is filed as an exhibit, are filed on behalf of each of them. Date: May 9, 2001 PURE RESOURCES, INC. By: /s/ Jack Hightower ------------------------------------ Name: Jack Hightower --------------------------------- Title: President -------------------------------- Date: May 9, 2001 PURE RESOURCES II, INC. By: /s/ Jack Hightower ------------------------------------ Name: Jack Hightower --------------------------------- Title: President -------------------------------- Date: May 9, 2001 TITAN EXPLORATION, INC. By: /s/ Jack Hightower ------------------------------------ Name: Jack Hightower --------------------------------- Title: President -------------------------------- Date: May 9, 2001 UNOCAL CORPORATION By: /s/ Terry G. Dallas ------------------------------------- Name: Terry G. Dallas ---------------------------------- Title: Executive Vice President & Chief Financial Officer -------------------------------- Date: May 9, 2001 UNION OIL COMPANY OF CALIFORNIA By: /s/ Terry G. Dallas ------------------------------------- Name: Terry G. Dallas ---------------------------------- Title: Executive Vice President & Chief Financial Officer -------------------------------- Page 13 of 13

HALLWOOD ENERGY CORP SC 13D/A