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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. 1)*
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)
August 28, 1998
(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
<TABLE>
<CAPTION>
CUSIP NO. 40636P201 PAGE 2 OF 4 PAGES
<S> <C> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Estate of 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 IS 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 40,033
8. SHARED VOTING POWER N/A
9. SOLE DISPOSITIVE POWER 40,033
10. SHARED DISPOSITIVE POWER N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,033
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)
1.7%
14. TYPE OF REPORTING PERSON*
OO
</TABLE>
*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 4 PAGES
ITEM 1. SECURITY AND ISSUER
No amendment.
ITEM 2. IDENTITY AND BACKGROUND
(a) Estate of William Baxter Lee, III
(b) No amendment.
(c) Estate of William Baxter Lee, III
c/o SSC Service Solutions
406 Willow Avenue
Knoxville, Tennessee 37901
(d) No amendment.
(e) No amendment.
(f) No amendment.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
William Baxter Lee, III acquired the securities to which this statement
relates in a January 1996 distribution made by the Issuer to holders of its
Class A limited partnership units. Additional units were acquired by Mr. Lee
with personal funds in open market transactions through brokers. The brokerage
account includes a margin feature. Mr. Lee died in August 1998 and his Estate
holds the securities acquired by him.
ITEM 4. PURPOSE OF TRANSACTION
No amendment.
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 this Schedule 13D is 40,033,
which units constitute approximately 1.7% of all the Class C units outstanding.
(b) The Reporting Person has sole voting and dispositive power over the
40,033 Class C units.
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SCHEDULE 13D
CUSIP NO. 40636P201 PAGE 4 OF 4 PAGES
One adult child of the decedent owns approximately 1,199 Class C units
of the Issuer and a second adult child owns approximately 199 Class C units. The
Reporting Person does not hold or share voting or dispositive power over the
Class C units held by the adult children of the decedent, disclaims all
beneficial interest therein, and has not included their Class C units in this
Schedule 13D.
(c) No transactions were effected by the Reporting Person during the
past sixty days.
(d) No amendment.
(e) William Baxter Lee, III, deceased, ceased to be the beneficial
owner of more than 5% of the class of securities to which this
statement relates in February 1998, as a result of the issuance of
additional Class C units by the Issuer
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 Reporting Person also owns 715,000 units (approximately 7.2%) of
the outstanding Class A limited partnership interests of the Issuer.
The Hallwood Group, Inc. ("HWG") is the general partner of the Issuer.
The Reporting Person owns 59,500 shares (approximately 4.8%) of the outstanding
common stock of HWG.
The Reporting Person owns 293,800 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.
October 15, 1998
/s/ Don R. Williams
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Signature
Donald Williams, Executor
Estate of William Baxter Lee, III
