SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
HALLWOOD ENERGY PARTNERS, L.P.
(Name of Issuer)
UNITS REPRESENTING LIMITED PARTNER
INTERESTS IN THE ISSUER
(Title of Class of Securities)
40636P 20 1
(CUSIP Number)
Cathleen M. Osborn
Vice President and General Counsel
Hallwood Consolidated Resources 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)
September 29, 1995
(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 [ ]. (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 20 1
___________________________________________________________________
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Hallwood Consolidated Resources Corporation
I.R.S. Identification No. 84-1176750
___________________________________________________________________
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) WC
___________________________________________________________________
(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 1,948,189 Units
Shares Bene- ____________________________________________________
ficially (8) Shared Voting Power 0
Owned by ____________________________________________________
Each Report- (9) Sole Dispositive Power 1,948,189 Units
ing Person ____________________________________________________
With (10) Shared Dispositive Power 0
___________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,948,189 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) 19.5%
___________________________________________________________________
(14) Type of Reporting Person (See Instructions) CO
___________________________________________________________________
This Amendment No. 3 amends the Statement on Schedule 13D originally filed
December 22, 1990, as amended, and is being filed pursuant to Rule 13d-2. The
entire Schedule 13D is restated in accordance with Rule 101(a)(2)(ii) of
Regulation S-T.
Item 1. Security and Issuer
This statement relates to Units representing limited partner interests (the
"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 Units are beneficially owned by Hallwood Consolidated
Resources Corporation, a Delaware corporation ("HCRC") engaged in the
development and operation of oil and natural gas properties. HCRC's principal
office is at 4582 South Ulster Street Parkway, Suite 1700, Denver, Colorado
80237. The Units are held in the name of Hallwood Consolidated Partners, L.P.,
a Colorado limited partnership which is wholly owned by Hallwood Consolidated
Resources Corporation ("HCP") and which has its principal office at the same
address. HCRC was formed and acquired HCP in 1992.
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 HCRC is set forth below.
William L. Guzzetti, 3710 Rawlins Street, Suite 1500, Dallas, Texas 75219.
Mr. Guzzetti is President and a Director of HCRC.
Russell P. Meduna, 4582 South Ulster Street Parkway, Suite 1700, Denver,
Colorado 80237. Mr. Meduna is Executive Vice President of HCRC.
Cathleen M. Osborn, 4582 South Ulster Street Parkway, Suite 1700, Denver,
Colorado 80237. Ms. Osborn is Vice President and Secretary of HCRC.
Robert S. Pfeiffer, 4582 South Ulster Street Parkway, Suite 1700, Denver,
Colorado 80237. Mr. Pfeiffer is Vice President of HCRC.
Anthony J. Gumbiner, 3710 Rawlins Street, Suite 1500, Dallas, Texas 75219.
Mr. Gumbiner is Chairman of the Board of HCRC. 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 HCRC. He is also President and Chief Operating Officer
of Hallwood Group.
John R. Isaac, Jr., 8200 E. Rent-A-Center Drive, Wichita, Kansas 67226.
Mr. Isaac is a Director of HCRC. He is President and Chief Operating Officer of
Rent-A-Center USA.
Jerry A. Lubliner, M.D., 215 East 73rd Street, New York, New York 10021.
Dr. Lubliner is a director of HCRC. He is a medical doctor in private practice.
(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, each of the executive officers and directors of HCRC is a citizen of
the United States.
Item 3. Source and Amount of Funds or Other Consideration
HCRC beneficially owns 1,948,189 Units.
HCP acquired 233,860 Units through the conversion of units it held in
Energy Development Partners, Ltd. ("EDP") into Units of HEP when EDP merged into
HEP in May 1990.
HCP acquired an additional 71,724 Units in a series of open market
purchases in May through July 1990 at per Unit prices ranging from $8.50 to
$10.625, for total consideration of $664,504.
HCP acquired 23,026 Units from HEP for $214,142 in May through July 1990.
The 23,026 Units were the aggregation of fractional Units resulting from the
merger of EDP into HEP and from an exchange offer with other partnerships which
HEP was conducting at the same time. The consideration paid by HCP was
distributed to the investors to whom the fractional Units were allocated.
HCP acquired 325,293 Units from HEP Unitholders on December 17, 1990
through an odd lot repurchase program sponsored by HEP. HEP Unitholders owning
99 or fewer Units as of November 5, 1990 were eligible to participate in the
repurchase program. HCP paid the average closing price for the Units on the
American Stock Exchange from November 8, 1990 through December 7, 1990, which
was $9.262 per Unit. HEP paid all other costs of the repurchase program.
HCP acquired an additional 125,590 Units from HEP Unitholders on December
31, 1990 through the odd lot repurchase program described above. HCP paid the
average closing price for the Units on the American Stock Exchange from December
10, 1990 to December 24, 1990, which was $8.761 per Unit. HEP paid all other
costs of the repurchase program.
HCRC acquired 10,000 Units in three private purchases in October and
November 1994 at a per Unit price of $6.375.
HCRC acquired 1,158,696 Units in a private purchase on September 29, 1995
for $5,330,000.
The source of all funds for all purchases was HCP's working capital.
Item 4. Purpose of Transaction
HCRC has acquired the Units as an investment in an entity which intends to
pursue asset growth through the replacement and enhancement of its oil and gas
reserves.
HCRC may, subject to market conditions and other factors deemed relevant by
it, purchase additional Units from time to time either in open market purchases,
privately negotiated transactions or otherwise.
HCRC intends to review on a continuing basis its investment in the Units
and HEP's business affairs and financial condition, as well as conditions in the
securities markets and general economic and industry conditions. HCP may in the
future take such actions in respect of its investment in the Units as it deems
appropriate in light of the circumstances existing from time to time, including,
without limitation, purchasing additional Units or disposing of the Units it now
holds or hereafter acquires.
Item 5. Interest in Securities of the Issuer.
HCRC owns 1,948,189 Units, or 19.5% of the outstanding Units. The
directors of HCRC listed in response to Item 2 all may be deemed to share
beneficial ownership of the Units. No transactions in the Units, other than as
described in Item 3, have been reported by HCRC or any of the entities or the
executive officers or directors listed in response to Item 2, during the past 60
days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None
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 Consolidated
Resources Corporation
By: Cathleen M. Osborn
Cathleen M. Osborn
Vice President
Dated: October 3, 1995
