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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. 3)*
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)
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>
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) [X]
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 715,000
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER 715,000
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
715,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
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 purchased the securities to which this
statement relates with personal funds through brokers in the open market. The
brokerage account included a margin feature. Mr. Lee died in August 1998 and his
Estate now holds the securities acquired by him.
ITEM 4. PURPOSE OF TRANSACTION
No amendment.
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 this Schedule D is 715,000,
which units constitute approximately 7.2% of the Class A units outstanding.
The Reporting Person holds sole voting and dispositive power over the
715,000 Class A units.
Two adult children of the decedent each own approximately 3,200 (6,400
total) 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 their Class A
units in this Schedule 13D.
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SCHEDULE 13D
CUSIP NO.40636P201 PAGE 4 OF 4 PAGES
(b) The Reporting Person has sole voting and dispositive power over the
715,000 Class A units.
(c) No transactions have been effected by the Reporting Person during
the past sixty days.
(d) The Reporting Person has the right to receive dividends and
proceeds from the sale of 715,000 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 Reporting Person also owns 40,033 units (approximately 1.7%) of the
Issuer's outstanding Class C units of limited partnership interests.
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
("HCRC").
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
