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 C 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 43,816 Class C Units
Shares ------------------------
Beneficially 8. Shared Voting Power 0
Owned by Each ------------------------
Reporting 9. Sole Dispositive Power 43,816 Class C Units
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
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Schedule 13D
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) 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, and 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
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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 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 43,816 Class C Units.
Hallwood may be deemed to acquire the Units as a result of the merger
(the "Merger") of 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 C Units from time to time
either in the open market purchases, privately negotiated transactions
or otherwise.
Hallwood intends to review, on a continuing basis, its investment in
the Class C Units and Hallwood's business affairs and financial
conditions, as well as conditions in the
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securities markets and general economic and industry conditions.
Hallwood may in the future take such actions with respect to 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.
Hallwood owns 43,816 Class C Units, or approximately 6.5% of the
outstanding Class C Units. The directors of Hallwood listed in
response to Item 2 may all 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 Hallwood 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 six (6) Class C Units.
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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