SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HALLWOOD ENERGY PARTNERS, L.P.
(Name of Issuer)
UNITS REPRESENTING LIMITED PARTNER
INTERESTS IN THE ISSUER
(Title of Class of Securities)
40636P 30 0
(CUSIP Number)
Cathleen M. Osborn
Vice President and General Counsel
Hallwood Energy Corporation
4582 S. Ulster Street Parkway, Suite 1700, Denver, Colorado 80237
(303) 850-7373
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 11, 1996
(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 Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [X]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of less than
five percent of such class. See Rule 13d-7.)
CUSIP NO. 40636P 30 0
________________________________________________________________________________
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Hallwood Energy Corporation
I.R.S. Identification No. 75-1319083
________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds (See Instructions) OO
________________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
________________________________________________________________________________
(6) Citizenship or Place of Organization Delaware
________________________________________________________________________________
Number of (7) Sole Voting Power 43,816 Class C Units
Shares Bene- __________________________________________________________________
ficially (8) Shared Voting Power 0
Owned by _________________________________________________________________
Each Report- (9) Sole Dispositive Power 43,816 Class C Units
ing Person _________________________________________________________________
With (10) Shared Dispositive Power 0
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
43,816 Class C Units
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) 6.5%
________________________________________________________________________________
(14) Type of Reporting Person (See Instructions) CO
________________________________________________________________________________
Item 1. Security and Issuer
This statement relates to Class C Units representing limited partner
interests (the "Class C Units") in Hallwood Energy Partners, L.P., a Delaware
limited partnership ("HEP") having its principal executive offices at 4582 South
Ulster Street Parkway, Suite 1700, Denver, Colorado 80237.
Item 2. Identity and Background
(a) - (c) The Class C Units are beneficially owned by Hallwood Energy
Corporation, a Texas corporation ("HEC") engaged in the development, production
and sale of oil and natural gas through its ownership in oil and gas properties
and its investments in entities with oil and gas activities. HEC's principal
office is at 4582 South Ulster Street Parkway, Suite 1700, Denver, Colorado
80237.
The name, business address, present principal occupation or employment
(including the name, principal business and address of any corporation or other
organization in which such employment or occupation is conducted) of each
executive officer and director of HEC is set forth below.
William L. Guzzetti, 3710 Rawlins Street, Suite 1500, Dallas, Texas 75219.
Mr. Guzzetti is President and a Director of HEC.
Russell P. Meduna, 4582 South Ulster Street Parkway, Suite 1700, Denver,
Colorado 80237. Mr. Meduna is Executive Vice President of HEC.
Cathleen M. Osborn, 4582 South Ulster Street Parkway, Suite 1700, Denver,
Colorado 80237. Ms. Osborn is Vice President and Secretary of HEC.
Robert S. Pfeiffer, 4582 South Ulster Street Parkway, Suite 1700, Denver,
Colorado 80237. Mr. Pfeiffer is Vice President of HEC.
Anthony J. Gumbiner, 3710 Rawlins Street, Suite 1500, Dallas, Texas 75219.
Mr. Gumbiner is Chairman of the Board of HEC. He is also Chief Executive
Officer of The Hallwood Group Incorporated ("Hallwood Group"), a diversified
holding company.
Brian M. Troup, 3710 Rawlins Street, Suite 1500, Dallas, Texas 75219. Mr.
Troup is a Director of HEC. He is also President and Chief Operating Officer of
Hallwood Group.
Hans-Peter Holinger, 3710 Rawlins Street, Suite 1500, Dallas, Texas 75219.
Mr. Holinger is a Director of HEC.
Rex A. Sebastian, 750 North St. Paul, Suite 221, Dallas, Texas 75201-3247.
Mr. Sebastian is a director of HEC.
Nathan C. Collins, 56 Main Street, New Jersey 08822. Mr. Collins is a
director of HEC.
(d) During the last five years, none of the entities or the individuals
listed above has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years none of the entities or the individuals
listed above was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Except for Mr. Gumbiner and Mr. Troup who are citizens of the United
Kingdom and Mr. Holinger who is a citizen of Switzerland, each of the executive
officers and directors of HEC is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
HEC beneficially owns 43,816 Class C Units.
On December 7, 1995, HEP declared a unit dividend, payable to all holders
of record on December 18, 1995, of one Class C Unit for every 15 HEP Units held.
As a result, HEC became beneficial owner of 43,816 Class C Units. The Class C
Units will be distributed to unitholders commencing January 19, 1996.
Item 4. Purpose of Transaction
HEC may, subject to market conditions and other factors deemed relevant by
it, purchase additional Class C Units from time to time either in open market
purchases, privately negotiated transactions or otherwise.
HEC intends to review on a continuing basis its investment in the Class C
Units and HEP's business affairs and financial condition, as well as conditions
in the securities markets and general economic and industry conditions. HEC may
in the future take such actions in respect of its investment in the Class C
Units as it deems appropriate in light of the circumstances existing from time
to time, including, without limitation, purchasing additional Class C Units or
disposing of the Class C Units it now holds or hereafter acquires.
Item 5. Interest in Securities of the Issuer.
HEC owns 43,816 Class C Units, or approximately 6.5% of the outstanding
Class C Units. The directors of HEC listed in response to Item 2 all may be
deemed to share beneficial ownership of the Class C Units. No transactions in
the Class C Units, other than as described in Item 3 and below, have been
reported by HEC or any of the entities or the executive officers or directors
listed in response to Item 2, during the past 60 days.
Mr. Guzzetti is beneficial owner of 6 Class C Units, Mr.Pfeiffer is
beneficial owner of 20 Class C Units and Mr. Sebastian is beneficial owner of 26
Class C units as a result of the Class C Unit dividend.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None <PAGE>
Item 7. Material to Be Filed as Exhibits.
None
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.
Hallwood Energy Corporation
By: /s/Cathleen M. Osborn
_____________________________
Cathleen M. Osborn
Vice President
Dated: January 15, 1996
