As filed with the Securities and Exchange Commission on February 28, 1997
Registration No. 33-_____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HALLWOOD ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 84-0987088
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4582 S. Ulster Street Parkway, Suite 1700
Denver, Colorado 80237
(Address of principal executive offices) (Zip Code)
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1995 UNIT OPTION PLAN
(Full title of the plans)
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Cathleen M. Osborn
General Counsel
Hallwood Energy Partners, L.P.
4582 S. Ulster Street Parkway, Suite 1700
Denver, Colorado 80237
(303) 850-6321
(Name, address and telephone number
including area code of agent for service)
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per Unit price fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Units Representing
Limited Partnership
Interests ("Units") 425,000 $5.75 $2,433,750 $737.50
- -----------------------------------------------------------------------------------------------
<FN>
(1) Pursuant to Rule 416, this Registration Statement is deemed to include
additional Units issuable under the terms of the Plans to prevent dilution
resulting from any future Unit split, Unit dividend or similar transaction.
</FN>
</TABLE>
Page one of six sequentially numbered pages. Index to exhibits is
located on page six of the sequentially numbered page system.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):
(1) the registrant's Annual Report on Form 10-K for the year ended December
31, 1995;
(2) the registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
(3) the registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996;
(4) the registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996;
(5) the description of the Units set forth in the Amendment to the
Registration Statement on Form 8-A, dated February 4, 1997, including any
amendment or report filed for the purpose of updating such description.
All documents filed by the registrant with the Commission pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this Registration Statement shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of the
filing of such documents until prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold at the time of such amendment.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 17.108 of the Delaware Revised Uniform Limited Partnership Act
provides that, subject to any applicable restrictions set forth in the
partnership agreement, a Delaware limited partnership may indemnify and hold
harmless any partner or other person from and against any and all claims and
demands whatsoever.
2
<PAGE>
Section 6.9 of the Third Amended and Restated Agreement of Limited
Partnership of the Partnership, as amended, provides for indemnification of the
General Partner and its directors, officers, employees and agents.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) Exhibits.
The following documents are filed as a part of this registration statement.
Exhibit Description of Exhibit
5.1. Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in their opinion filed as Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (see signature page of this
registration statement)
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement;
3
<PAGE>
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on February 28, 1997.
HALLWOOD ENERGY PARTNERS, L.P.
By: HEPGP, LTD., General Partner
By: Hallwood G.P., Inc., General Partner
By: /s/William L. Guzzetti
-------------------
William L. Guzzetti
President
4
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints William L. Guzzetti, Cathleen M.
Osborn and Robert S. Pfeiffer, and each of them, each with full power to act
without the other, his true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution for him and his name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement (including post-effective amendments), and to file the
same with all exhibits thereto and other documents in connection therewith, with
the Commission, granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming that
each of said attorneys-in-fact and agents or his substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Capacity Date
/s/William L. Guzzetti President and Director of February 28, 1997
William L. Guzzetti General Partner
/s/Robert S. Pfeiffer Vice President and Principal February 28, 1997
Robert S. Pfeiffer Accounting Officer of
General Partner
5
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit
5.1. Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in their opinion filed as Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (see signature page of this
registration statement)
6
<PAGE>
February 28, 1997
Hallwood Energy Partners, L.P.
4582 South Ulster Street Parkway
Suite 1700
Denver, Colorado 80237
Re: Hallwood Energy Partners, L.P. - 1995 Unit Option Plan
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Hallwood Energy Partners, L.P., a Delaware
limited partnership (the "Partnership"), in connection with the preparation of
the Registration Statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission on or about February 28, 1997
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
425,000 units representing limited partnership interests (the "Units") of the
Partnership that are offered on the exercise of the unit options (the "Options")
granted or that may be granted under the Hallwood Energy Partners, L.P. 1995
Unit Option Plan (the "Plan").
You have requested the opinion of this firm with respect to certain legal
aspects of the proposed offering. In connection therewith, we have examined and
relied upon the original, or copies identified to our satisfaction, of (1) the
Second Amended and Restated Certificate of Limited Partnership, as amended, and
the Third Amended and Restated Agreement of Limited Partnership of the
Partnership, as amended (the "Partnership Agreement"); (2) minutes and records
of the corporate proceedings of Hallwood Energy Corporation, the former general
partner of the Partnership (the "Former General Partner") with respect to the
establishment of the Plan, the issuance of Units pursuant to the Plan and
related matters; (3) the Registration Statement and exhibits thereto, including
the Plan; and (4) such other documents and instruments as we have deemed
necessary for the expression of the opinions herein contained. In making the
foregoing examinations, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the Second Amended and Restated Certificate of
Limited Partnership, the Third Amended and Restated Agreement of Limited
Partnership, minutes, records, resolutions and other documents or writings of
the Partnership or the Former General Partner of the Partnership, we have
relied, to the extent we deem reasonably appropriate, upon representations or
certificates of officers or directors of the Partnership, the Former General
<PAGE>
Hallwood Energy Partners, L.P.
February 28, 1997
Page 2
Partner and/or of Hallwood G.P., Inc., which is the general partner of HEPGP
Ltd., which is the general partner of the Partnership (the "General Partner")
and upon documents, records and instruments furnished to us by the Partnership,
the Former General Partner and/or the General Partner of the Partnership,
without independent check or verification of their accuracy.
Based upon our examination, consideration of, and reliance on the documents
and other matters described above, and subject to the comments and exceptions
noted below, we are of the opinion that the Partnership presently has available
sufficient Units from which the 425,000 Units proposed to be sold pursuant to
exercise of Options granted or to be granted under the Plan may be issued.
Assuming that (a) the Partnership maintains sufficient Units available for
issuance to those persons who exercise Options granted under the Plan, (b) the
Options are issued in accordance with the Plan, (c) the Units are issued in
accordance with the Plan and the associated option agreement for which such
Units are being issued, and (d) the consideration for the Units issued pursuant
to such Options is actually received by the Partnership as provided in the Plan,
then the Units issued pursuant to the exercise of the Options granted under and
in accordance with the terms of the Plan will be validly issued and fully paid
Units, and the liability of those persons to whom the Units are issued and who
are admitted as limited partners to the Partnership in accordance with the
provisions of the Partnership Agreement and the Delaware Revised Uniform Limited
Partnership Act, 6 Del.C. Sections 17-101 et seq., will be limited to their
respective agreed capital contributions and their share of the Partnership's
assets and undistributed profits.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of person whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Sincerely,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/W. Alan Kailer
-----------------
W. Alan Kailer
Authorized Signatory
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Hallwood Energy Partners, L.P. on Form S-8 of our report dated February 27,
1996, appearing in the Annual Report on Form 10-K of Hallwood Energy Partners,
L.P. for the year ended December 31, 1995.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver Colorado
February 28, 1997
