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~~August 1114, 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 of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

(214) 528-5588

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

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

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

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 1 2.0102 ~~Entry~~Results ~~Into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

~~Amendment~~On toAugust 14, ~~Agreement~~2013, ~~and~~The ~~Plan~~Hallwood Group Incorporated issued a press release announcing its results of ~~Merger~~operations for the second quarter ended June 30, 2013. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

AsThe ~~previously~~information ~~announced,~~in onthis ~~June 4,~~Current ~~2013, The~~Report ~~Hallwood~~on ~~Group Incorporated~~8-K, aincluding ~~Delaware corporation (~~the ~~“Company”)~~exhibit, ~~Hallwood~~is ~~Financial~~provided ~~Limited, a corporation organized~~ under ~~the~~Item 2.02 ~~laws~~ of ~~the~~Form ~~British~~8-K ~~Virgin Islands (“Parent”),~~ and ~~HFL~~shall ~~Merger~~not ~~Corporation, a Delaware~~be ~~corporation~~deemed ~~and wholly owned subsidiary of the Parent (~~“~~Merger Sub~~filed”), ~~entered~~for ~~into~~the anpurposes ~~Agreement~~of ~~and~~Section 18 ~~Plan~~ of ~~Merger (~~the ~~“Merger~~Securities ~~Agreement”).~~Exchange ~~The~~Act ~~Merger~~of ~~Agreement~~1934 ~~provides~~or ~~that,~~otherwise ~~upon the terms and~~ subject to the ~~conditions~~liabilities ~~set forth~~of inthat ~~the~~section. ~~Merger Agreement~~Furthermore, ~~Merger~~the ~~Sub~~information ~~will~~under ~~merge~~this ~~with~~item ~~and~~in ~~into~~this ~~the~~Current ~~Company~~Report ~~(the~~on ~~“Merger”)~~Form 8-K, ~~with~~ including the ~~Company~~exhibit, ~~continuing~~shall asnot ~~the~~be ~~surviving~~deemed ~~corporation~~to ~~and~~be aincorporated ~~wholly owned subsidiary of Parent. Parent is controlled~~ by ~~Anthony~~reference J.into ~~Gumbiner, Chairman~~the ~~and~~filings ~~Chief Executive Officer~~ of the ~~Company,~~registrant ~~and~~under ~~Parent~~the ~~currently~~Securities ~~owns~~Act ~~1,001,575, or 65.7%,~~ of ~~the~~1933 ~~issued~~regardless ~~and outstanding shares~~ of ~~common~~any ~~stock,~~general ~~par~~incorporation ~~value~~language ~~$0.10~~in ~~per~~such ~~share, of the Company~~filings.

~~Section~~Item 58.~~4(a)~~01 ofOther ~~the~~Events Merger Agreement provides, among other things, that each of the parties would use its commercially reasonable efforts to prepare and cause the 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.

OnThe ~~July 11,~~following ~~2013,~~exhibit ~~the~~is ~~parties~~furnished ~~agreed~~in ~~that~~accordance itwith ~~would not be commercially reasonable to file~~ the ~~Proxy~~provisions ~~Statement~~of ~~and Schedule 13E-3 prior to October~~Item ~~31,~~601 ~~2013, and therefore entered an Amendment to Agreement and Plan~~ of ~~Merger~~Regulations ~~to extend the period of time within which the parties must prepare and file the Proxy Statement and Schedule 13E~~S-3K: (the “Amendment”). The parties also changed the form of Exhibit A to the Merger Agreement to reflect that the name of the surviving corporation after the effective date of the Merger will be The Hallwood Group Incorporated. All other provisions of the Merger Agreement remain in effect.

The Board of Directors of the Company, by affirmative vote of all of the members of the Board of Directors of the Company other than Mr. Gumbiner, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is in the best interests of the Company and its stockholders (other than Parent and Merger Sub), and declared it advisable, to enter into the Amendment, (ii) approved the execution, delivery and performance of the Amendment.


Exhibit Number		Description of Exhibit

99.1		Press release issued by The Hallwood Group Incorporated on August 14, 2013, announcing its results of operations for the second quarter ended June 30, 2013.

The Board 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 foregoing information only constitutes certain terms of the Merger Agreement, as amended by the Amendment, and is not a complete description of all of the parties’ 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.

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,

~~2012~~THE ~~under~~HALLWOOD ~~Item 1A~~GROUP ~~–“Risk~~INCORPORATED 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.

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

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

~~The~~Dated: ~~following exhibits~~August 15, ~~are~~2013 ~~attached hereto and filed herewith.~~

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

By:		/s/ Richard Kelley
Name:		Richard Kelley
Title:		Vice President & Chief Financial Officer

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

ExhibitNo.		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

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