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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
HALLWOOD ENERGY PARTNERS, L.P.
(Name of Issuer)
UNITS REPRESENTING CLASS A LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
40636P201
(CUSIP Number)
LYNN BUHLER, ESQ., C/O Glankler Brown, PLLC,
1700 One Commerce Square, Memphis, TN 38103
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 31, 1997
(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 the 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 five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 40636P201 PAGE 2 OF 5 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Baxter Lee, III
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED PURSUANT [ ]
TO ITEMS 2(d) OR 2(e)
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER 707,000
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER 707,000
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
707,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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SCHEDULE 13D
CUSIP NO. 40636P201 PAGE 3 OF 5 PAGES
ITEM 1. SECURITY AND ISSUER
No Amendment
ITEM 2. IDENTITY AND BACKGROUND
No Amendment
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No Amendment
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired the securities for investment
purposes. The Reporting Person will review and consider his plans and objectives
with respect to the securities. Depending on market and economic conditions, the
performance of the Issuer, as well as personal circumstances and investment
objectives, the Reporting Person may, from time to time, buy additional
securities, dispose of some or all of the securities, or continue to hold the
securities; the Reporting Person may also consider plans or proposals that
relate to or would result in any of the actions enumerated in subsections (b)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of units representing Class A limited
partnership interests of the Issuer reported in Items 7, 9, and 11 of this
Schedule D is 707,000, which Units constitute approximately 7.1% of the Class A
units outstanding.
The Reporting Person holds sole voting and dispositive power over the
707,000 Class A Units owned by him.
The Reporting Person has two adult children, each of whom owns
approximately 3,000 Class A Units of the Issuer. The Reporting Person does not
hold or share voting or dispositive power over the Class A Units held by the
adult children, disclaims all beneficial interest therein, and has not included
such Class A Units in response to Items 7, 9, or 11 of this Schedule 13D.
(b) The Reporting Person has sole voting and dispositive power over (i)
707,000 Class A Units held by him.
(c) Transactions effected by the Reporting Person during the past sixty
days are listed below. These transactions were effected through brokers on the
open market.
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SCHEDULE 13D
CUSIP NO. 40636P201 PAGE 4 OF 5 PAGES
<TABLE>
<CAPTION>
Number of Shares
Bought (Sold) Price Per Share Date
---------------- --------------- ----
<S> <C> <C>
1,500 8.583 10/9/97
3,100 9.125 10/14/97
2,000 9.072 10/23/97
</TABLE>
(d) The Reporting Person has the right to receive dividends and
proceeds from the sale of 707,000 Class A Units.
(e) No Amendment
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
EQUITY HOLDER RELATIONSHIPS WITH AFFILIATES. The Reporting Person owns
and holds voting and dispositive power over other equity securities of the
Issuer and the equity securities of certain entities affiliated with the Issuer.
The Hallwood Group, Inc. ("HWG") is the general partner of the Issuer.
The Reporting Person owns 59,000 shares (approximately 4.7%) of the
outstanding common stock of HWG.
The Reporting Person also owns 37,000 units (approximately 5.6%) of the
Issuer's outstanding Class C units of limited partnership interests.
The Reporting Person owns 292,800 shares (approximately 9.8%) of the
outstanding common stock of Hallwood Consolidated Resources Corporation
("HCRC").
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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SCHEDULE 13D
CUSIP NO. 40636P201 PAGE 5 OF 5 PAGES
SIGNATURE
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.
Date: November 24, 1997 /s/ William Baxter Lee, III
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Signature
William Baxter Lee, III
