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 Class A Limited Partner Interests in the Issuer
(Title of Class of Securities)
40636P 30 O
(CUSIP Number)
W. Alan Kailer, Esq.
Jenkens & Gilchrist, a Professional Corporation
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202-2799
(214) 855-4500
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
November 26 , 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box .
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CUSIP No. 805575206
1 . Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Persons:
The Hallwood Group Incorporated 51-0261339
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) N/A
5. Check box 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 657,260 Class A Units
Shares ------------------------
Beneficially 8. Shared Voting Power 0
Owned by Each ------------------------
Reporting 9. Sole Dispositive Power 657,260 Class A Units
Person With ------------------------
10. Shared Dispositive Power 0
------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
657,260 Class A 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
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Schedule 13D
Item 1. Security and Issuer.
This statement relates to Class A Units representing limited partner
interests (the "Class A 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) Name:
The person on whose behalf this statement is filed is The
Hallwood Group Incorporated, a Delaware corporation ("Hallwood").
Hallwood's Board of Directors consists of Anthony J. Gumbiner,
Brian M. Troup, Robert L. Lynch, Charles A. Crocco, Jr. and J. Thomas
Talbot. Hallwood's officers are Anthony J. Gumbiner, Chairman of the
Board of Directors and Chief Executive Officer; Brian M. Troup,
President and Chief Operating Officer; William L. Guzzetti, Executive
Vice President; Melvin J. Melle, Vice President, Chief Financial
Officer and Secretary; Mary P. Doyle, Vice President, and Joseph T.
Koenig, Assistant Secretary and Treasurer. Although such directors and
officers are not reporting persons, they are persons ("Instruction C
Persons") identified in Instruction C to Schedule 13D and hence
provide the information required by Items 2 through 6 of this Schedule
13D.
(b) Business address:
The address of the principal office of Hallwood is 3710 Rawlins,
Suite 1500, Dallas, Texas 75219. All of the directors and executive
officers can be contacted at this address.
(c) Principal business:
Hallwood is a diversified holding company comprised of three
divisions operating in four business segments: real estate, energy,
textile products and hotels.
Anthony J. Gumbiner is Chairman of the Board of Directors, Chief
Executive Officer and a director of Hallwood, Chairman of the Board of
Directors, Chief Executive Officer and a director of Hallwood G.P.,
Inc., the general partner of HEPGP Ltd. which is the general partner
of HEP, a director of Hallwood Holdings S.A. ("HHSA"), and a director
of Hallwood Consolidated Resources Corporation ("HCRC") and Hallwood
Realty Corporation ("HRC"), which is the general partner of Hallwood
Realty Partners, L.P. ("HRP").
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William L. Guzzetti is President, Chief Operating Officer and a
director of Hallwood G.P., Inc., Executive Vice President of Hallwood,
President and director of HRC, President, Chief Operating Officer and
director of HCRC.
Brian M. Troup is President, Chief Operating Officer and a
director of Hallwood, a director of HHSA, Hallwood G.P., Inc., HCRC
and HRC.
Robert L. Lynch is Vice Chairman and a director of Hallwood. He
is also Chairman of the Board and Chief Executive Officer of Perpetual
Storage, Inc.
Charles A. Crocco, Jr. is a director of Hallwood. He is also a
director of First Banks America, Inc. and a shareholder in the law
firm of Crocco & DeMaio, P.C.
J. Thomas Talbot is a director of Hallwood. He is also director
of Fidelity National Financial, Inc., the Company, Hemetter
Enterprises, Inc., The Baldwin Company and Koll Real Estate Group, a
partner of Shaw & Talbot and Pacific Management Group and the owner of
The Talbot Company.
Melvin J. Melle is Vice President, Chief Financial Officer and
Secretary of Hallwood.
Mary P. Doyle is Vice President of Hallwood.
Joseph T. Koenig is Assistant Vice President and Treasurer of
Hallwood.
(d) Criminal convictions:
None of the persons providing information in this statement have
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) in the last five years.
(e) Civil proceedings:
Except for Hallwood, none of the persons providing information in
this statement have been subject to a judgment, decree or final order
enjoining future violations of or mandating activities subject to
federal securities laws or finding any violation with respect to such
laws.
On July 22, 1996, Hallwood agreed to a settlement of a claim by
the Securities and Exchange Commission (the "SEC") arising from
Hallwood's sale of a small portion of its holdings in the stock of
ShowBiz Pizza Time, Inc. ("ShowBiz") during a four-day period in June
1993. These and other similar sales were made by Hallwood pursuant to
a pre-planned, long-term selling program begun in December 1992. The
SEC asserted that some, but not all, of Hallwood's June 1993 sales
were improper because, before the sales program was completed, the
Company is alleged to have received nonpublic information about
ShowBiz. In connection with the settlement, Hallwood agreed to
contribute approximately $953,000, representing the loss that the SEC
alleged Hallwood avoided by selling during the four-day period, plus
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interest of $240,000. Hallwood also agreed to be subject to an
injunction against any future violations of certain federal securities
laws. In addition, the SEC alleged that Anthony J. Gumbiner, Chairman
of the Board and Chief Executive Officer of Hallwood, failed to take
appropriate action to discontinue Hallwood's sales of the ShowBiz
shares during the four days in question. Mr. Gumbiner did not directly
conduct the sales, nor did he sell any shares for his own account or
for the account of any trust for which he has the power to designate
the trustee. Although the sales were made solely by the Company, the
SEC assessed a civil penalty of $477,000 against Mr. Gumbiner, as a
"control person" for Hallwood. Mr. Gumbiner, however, is not subject
to any separate injunction concerning his future personal activities.
As provided in the settlement, neither the Company nor Mr. Gumbiner
admits or denies the allegations made by the SEC, and both entered
into the settlement to avoid the extraordinary time and expense that
would be involved in protracted litigation with the government.
(f) Hallwood is a Delaware corporation with its principal
business offices at the address given above. Messrs. Gumbiner and
Troup are citizens of the U.K. Messrs. Lynch, Crocco, Talbot, Melle
and Koenig and Ms. Doyle are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Hallwood beneficially owns 657,260 Class A Units.
Hallwood acquired the 513,487 Class A Units and 143,713 Class B Units,
which are convertible into Class A Units on a one-for-one basis as a
result of the merger (the "Merger") of Hallwood Energy Corporation
("HEC") with Hallwood on November 26, 1996, pursuant to an Agreement
and Plan of Merger, dated as of October 9, 1996 ("Merger Agreement"),
between Hallwood and HEC. Hallwood continues as the surviving
corporation.
Item 4. Purpose of Transactions.
Hallwood completed the Merger primarily to permit both Hallwood and
the stockholders of HEC to achieve more efficient tax results. Another
reason for the Merger is that, in Hallwood's view, the costs
associated with Hallwood's status as a publicly traded entity now
outweigh any benefits of that status. Finally, Hallwood believes that
HEP's status as a publicly traded entity unnecessarily creates
potential conflicts of interest between the interests of Hallwood and
the other stockholders of HEC.
Hallwood may, subject to market conditions and other factors deemed
relevant by it, purchase additional Class A Units from time to time
either in the open market purchases, privately negotiated transactions
or otherwise.
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Hallwood intends to review, on a continuing basis, its investment in
the Class A Units and Hallwood's business affairs and financial
conditions, as well as conditions in the securities markets and
general economic and industry conditions. Hallwood may in the future
take such actions with respect to its investment in the Class A Units
as it deems appropriate in light of the circumstances existing from
time to time, including, without limitation, purchasing additional
Class A Units or disposing of the Class A Units it now holds or
hereafter acquires.
Item 5. Interest in Securities of the Issuer.
Hallwood beneficially owns 657,260 Class A Units, or approximately
6.5% of the outstanding Class A Units, assuming the conversion of the
143,773 Class B Units owned by Hallwood into Class A Units. The
directors of Hallwood listed in response to Item 2 may all be deemed
to share beneficial ownership of the Class A Units. No transactions in
the Class A Units, other than as described in Item 3 and below, have
been reported by Hallwood or any of the entities or the executive
officers or directors listed in response to Item 2, during the past 60
days.
Mr. Gumbiner is beneficial owner of 127,500 Class A Units, Mr.
Guzzetti is beneficial owner of 63,850 Class A Units and Mr. Troup is
beneficial owner of 85,000 Class A Units, in each case as a result of
options held by the individual.
Item 6. Contracts, Arrangements, Understandings or Relationship's with Respect
to Securities of the Issuer.
No material changes.
Item 7. Materials to Be Filed as Exhibits.
No material changes.
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: July 31, 1997 THE HALLWOOD GROUP INCORPORATED
By: /s/ Melvin J. Melle
-----------------------------
Melvin J. Melle
Vice President, Chief Financial
Officer and Secretary
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