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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. ______)*
HALLWOOD ENERGY PARTNERS, L.P.
(Name of Issuer)
UNITS REPRESENTING CLASS C 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 [ 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 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)[ ]
N/A
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 37,000
8. SHARED VOTING POWER N/A
9. SOLE DISPOSITIVE POWER 37,000
10. SHARED DISPOSITIVE POWER N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
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
The title of the class of equity securities to which this statement
relates is units representing Class C limited partnership interests.
The name and address of the principal executive offices of the issuer
of such securities is:
Hallwood Energy Partners, L.P.
4582 South Ulster Street Parkway
Suite 1700
Denver, Colorado 80237
ITEM 2. IDENTITY AND BACKGROUND
(a) William Baxter Lee, III
(b) 406 Willow Avenue
Knoxville, Tennessee 37915
(c) Executive
Southeast Service Corporation
406 Willow Avenue
Knoxville, Tennessee 37901
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been
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 judgment 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) U.S.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person acquired approximately 23,000 units of Class C
limited partnership interests to which this statement relates in a January 1996
distribution made by the Issuer to holders of the Issuer's Class A limited
partnership interests (1 Class C unit for every 15 Class A units). The Reporting
Person purchased the remaining 14,000 units of Class C limited partnership
interests with personal funds through a standard brokerage account that includes
a margin feature.
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SCHEDULE 13D
CUSIP NO. 40636P201 PAGE 4 OF 5 PAGES
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 OF SECURITIES OF THE ISSUER
(a) The aggregate number of units representing Class C limited
partnership interests of the Issuer reported in Items 7, 9, and 11 of this
Schedule 13D is 37,000, which units constitute approximately 5.6% of all the
Class C units outstanding.
(b) The Reporting Person has sole voting and dispositive power over the
37,000 Class C units.
(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.
<TABLE>
<CAPTION>
Number of Shares
Bought (Sold) Price Per Share Date
---------------- --------------- ----
<S> <C> <C>
5,000 11.725 10/30/97
7,000 13.104 10/31/97
</TABLE>
(d) The Reporting Person has the right to receive dividends
(distributions) and proceeds from the sale of the Class C units.
(e) Not applicable.
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 707,000 units (approximately 7.1%) of
the outstanding Class A limited partnership interests of the Issuer.
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SCHEDULE 13D
CUSIP NO. 40636P201 PAGE 5 OF 5 PAGES
The Reporting Person owns 292,800 shares (approximately 9.8%) of the
outstanding common stock of Hallwood Consolidated Resources Corporation.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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
