UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(Dd)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OF of 1934

Date of report (Date of earliest event reported): July 511, 2013

The Hallwood Group Incorporated

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware	1-8303	~~51-0261339~~	51-0261339
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)

3710 Rawlins, Suite 1500, Dallas, Texas	~~75219~~	75219
(Address of Principal Executive Offices)	(Zip Code)
(Address or principal executive offices)		(Zip Code)

(214) 528-5588

(Registrant’s ~~Telephone~~telephone ~~Number, Including Area Code~~number)

~~(Former~~N/A ~~Name or Former Address, if Changed Since Last Report)~~

~~Check~~(Former ~~the appropriate~~name ~~box~~or ~~below~~former address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~report):

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2 1.0201 ~~Results~~Entry ofInto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

OnAmendment ~~July 5, 2013, The Hallwood Group Incorporated (the “Company”) issued a press release~~ to ~~provide~~Agreement anand ~~update~~Plan ~~regarding its liquidity situation. A copy~~ of ~~the~~Merger ~~July 5, 2013 press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.~~

~~The~~As ~~information~~previously ~~in this~~announced, ~~Current~~on ~~Report~~June 4, on2013, The ~~8-K~~Hallwood Group Incorporated, ~~including~~a Delaware corporation (the ~~exhibit~~“Company”), isHallwood ~~provided~~Financial Limited, a corporation organized under ~~Item 2.02~~the laws of ~~Form~~the ~~8-K~~British Virgin Islands (“Parent”), and ~~shall~~HFL ~~not~~Merger beCorporation, ~~deemed~~a Delaware corporation and wholly owned subsidiary of the Parent (“~~filed~~Merger Sub”), ~~for~~entered ~~the~~into ~~purposes~~an ofAgreement ~~Section 18~~and Plan of Merger (the ~~Securities~~“Merger ~~Exchange~~Agreement”). ~~Act~~The ofMerger ~~1934~~Agreement orprovides ~~otherwise~~that, upon the terms and subject to the conditions set ~~liabilities~~forth ofin ~~that~~the ~~section.~~Merger ~~Furthermore~~Agreement, ~~the~~Merger ~~information~~Sub ~~under~~will ~~this~~merge ~~item~~with inand ~~this~~into ~~Current~~the ~~Report~~Company on(the ~~Form 8-K~~“Merger”), ~~including~~with the ~~exhibit,~~Company ~~shall~~continuing ~~not~~as bethe ~~deemed~~surviving tocorporation beand ~~incorporated~~a wholly owned subsidiary of Parent. Parent is controlled by ~~reference~~Anthony ~~into~~J. ~~the~~Gumbiner, Chairman ~~filings~~and Chief Executive Officer of the ~~registrant~~Company, ~~under~~and ~~the~~Parent ~~Securities~~currently ~~Act~~owns 1,001,575, or 65.7%, of ~~1933~~ ~~regardless~~the issued and outstanding shares of ~~any~~common ~~general~~stock, ~~incorporation~~par ~~language~~value in$0.10 ~~such~~per ~~filings~~share, of the Company.

~~Item~~Section 35.014(a) ~~Notice~~of the Merger Agreement provides, among other things, that each of ~~Delisting~~the orparties ~~Failure~~would touse ~~Satisfy~~its acommercially reasonable efforts to ~~Continued~~prepare ~~Listing~~and ~~Rule~~cause orthe ~~Standard~~Proxy Statement and Schedule 13E-3 (as such terms are defined in the Merger Agreement) to be filed with the Securities and Exchange Commission (“SEC”) as promptly as reasonably practicable after the date of the Merger Agreement.

AsOn ~~previously disclosed, on April~~July 11, 2013, the ~~Company~~parties ~~received~~agreed athat ~~letter~~it ~~from~~would ~~NYSE~~not ~~MKT~~be ~~LLC~~commercially ~~(the “Exchange”)~~reasonable ~~indicating~~to ~~that~~file the ~~Company~~Proxy ~~was~~Statement ~~not~~and inSchedule 13E-3 ~~compliance~~prior ~~with~~to ~~Section~~October ~~1003(a)(iv)~~31, 2013, and therefore entered an Amendment to Agreement and Plan of Merger to extend the ~~NYSE~~period ~~MKT~~of ~~Company~~time ~~Guide.~~within ~~The~~which ~~Exchange~~the ~~had~~parties ~~determined~~must ~~that~~prepare and file the ~~Company’s~~Proxy ~~financial~~Statement ~~condition~~and ~~had~~Schedule ~~become~~13E-3 ~~impaired~~(the ~~based~~“Amendment”). The ~~upon~~parties ~~its~~also ~~review~~changed the form of Exhibit A to the ~~Company’s~~Merger ~~Form~~Agreement ~~10-K~~to ~~for~~reflect that the ~~fiscal~~name ~~year~~of ~~ended~~the ~~December 31,~~surviving ~~2012.~~corporation after the effective date of the Merger will be The ~~Company~~Hallwood ~~submitted~~Group aIncorporated. ~~plan~~All ofother ~~compliance~~provisions ~~with~~of the ~~Exchange~~Merger onAgreement remain ~~May 13,~~in ~~2013~~effect.

OnThe ~~July 8,~~Board ~~2013,~~of Directors of the Company, ~~issued~~by aaffirmative ~~press~~vote ~~release~~of ~~announcing~~all ~~receipt~~ of athe ~~letter~~members ~~from~~of the ~~Exchange~~Board ~~dated~~of ~~July 5,~~Directors ~~2013~~of ~~that~~ the Company other ~~has~~than ~~resolved~~Mr. Gumbiner, ~~the~~acting ~~continued~~upon ~~listing~~the ~~deficiency~~unanimous ~~referenced in~~recommendation of the ~~Exchange’s~~Special ~~letter~~Committee, ~~dated~~has ~~April~~(i) ~~11,~~determined ~~2013~~that ~~with~~it ~~respect~~is toin ~~Section 1003(a)(iv)~~the best interests of the ~~NYSE~~Company ~~MKT~~and ~~Company~~its ~~Guide.~~stockholders A(other ~~copy~~than ofParent ~~the~~and ~~July 8~~Merger Sub), ~~2013~~and ~~press~~declared ~~release~~it advisable, isto ~~furnished~~enter asinto ~~Exhibit~~the ~~99.2~~Amendment, to(ii) approved ~~this~~the ~~Current~~execution, ~~Report~~delivery onand ~~Form~~performance ~~8-K~~of the Amendment.

~~Item 8.01~~The ~~Other~~Board ~~Events~~of Directors of Merger Sub and the Board of Directors of Parent have each unanimously approved the Amendment and declared it advisable for Merger Sub and Parent, respectively, to enter into the Amendment.

The ~~following~~foregoing ~~exhibits~~information ~~are~~only ~~furnished~~constitutes incertain ~~accordance~~terms ~~with~~of the ~~provisions~~Merger Agreement, as amended by the Amendment, and is not a complete description of ~~Item 601~~all of ~~Regulations~~the Sparties’ rights and obligations under the Merger Agreement, as amended by the Amendment. For the complete terms, please read: (a) the Merger Agreement as Exhibit 2.1 to the Company’s Current Report on Form 8-K: filed with the SEC on June 5, 2013 and (b) the Amendment included as Exhibit 2.1 to this report on Form 8-K.

ExhibitNumber		Description of Exhibit
99.1		Press release issued by The Hallwood Group Incorporated on July 5, 2013 providing an update regarding its liquidity situation.
99.2		Press release issued by The Hallwood Group Incorporated on July 8, 2013 announcing it has regained compliance with the NYSE MKT listing standards.

Forward-Looking Statements

This report on Form 8-K (including the documents incorporated by reference herein and the exhibits filed herewith) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements generally can be identified by the use of forward-looking terminology, such as “may,” “will,” “would,” “expect,” “intend,” “could,” “estimate,” “should,” “anticipate”, “doubt” or “believe.” The Company intends that all forward-looking statements be subject to the safe harbors created by these laws. All statements other than statements of historical information provided herein are forward-looking and may contain information about financial results, economic conditions, trends, and known uncertainties. All forward-looking statements are based on current expectations regarding important risk factors. Many of these risks and uncertainties are beyond the Company’s ability to control, and, in many cases, the Company cannot predict all of the risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Actual results could differ materially from those expressed in the forward-looking statements, and readers should not regard those statements as a representation by the Company or any other person that the results expressed in the statements will be achieved. Important risk factors that could cause results or events to differ from current expectations are described in the Company’s annual report on Form 10-K for the year ended December 31,

~~THE~~ 2012 ~~HALLWOOD~~under ~~GROUP~~Item 1A ~~INCORPORATED~~–“Risk Factors”. These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the operations, performance, development and results of the Company’s business. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to release publicly the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including without limitation, changes in its business strategy or planned capital expenditures, growth plans, or to reflect the occurrence of unanticipated events, although other risks and uncertainties may be described, from time to time, in the Company’s periodic filings with the SEC.

~~SIGNATURE~~Item 9.01 Financial Statements and Exhibits.

~~Pursuant~~(d) ~~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.~~ Exhibits

~~Dated:~~The ~~July 9,~~following exhibits ~~2013~~are attached hereto and filed herewith.

THE HALLWOOD GROUP INCORPORATED By: /s/ Richard Kelley Name: Richard Kelley Title: Vice President & Chief Financial Officer


Exhibit No.		Description

2.1		Amendment to Agreement and Plan of Merger, dated as of July 11, 2013, among Hallwood Financial Limited, HFL Merger Corporation, and The Hallwood Group Incorporated

Signatures

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 hereunto duly authorized.

Exhibit Index


Exhibit No.		Description

2.1		Amendment to Agreement and Plan of Merger, dated as of July 11, 2013, among Hallwood Financial Limited, HFL Merger Corporation, and The Hallwood Group Incorporated

The Hallwood Group Incorporated

Dated: July 12, 2013

/s/ Richard Kelley

Richard Kelley

Vice President & Chief Financial Officer

Filing Compare · Hallwood Group Inc