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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
HALLWOOD ENERGY PARTNERS, L.P.
(Name of Issuer)
units representing Class A limited partnership interests
(Title of Class of Securities)
40636P201
(CUSIP Number)
February 11, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule if filed.
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
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SCHEDULE 13G
CUSIP NO.40636P201 PAGE 2 OF 4 PAGES
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) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 715,000
6. SHARED VOTING POWER N/A
7. SOLE DISPOSITIVE POWER 715,000
8. SHARED DISPOSITIVE POWER N/A
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
715,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
14. TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13G
CUSIP NO.40636P201 PAGE 3 OF 4 PAGES
ITEM 1.
(A) NAME OF ISSUER: Hallwood Energy Partners, L.P.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
4582 South Ulster Street Parkway
Suite 1700
Denver, Colorado 80237
ITEM 2.
(A) NAME OF PERSON FILING: Estate of William Baxter Lee, III
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
c/o SSC Service Solutions
406 Willow Avenue
Knoxville, Tennessee 37901
(C) CITIZENSHIP: U.S.
(D) TITLE OF CLASS OF SECURITIES: Units representing Class A limited
partnership interests
(E) CUSIP NUMBER: 40636P201
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR
240.13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
N/A
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: 715,000
(b) Percent of Class: 7.2%
(c) Number of shares as to which the person has:
<TABLE>
<S> <C>
(i) Sole power to vote or to direct the vote 715,000
(ii) Shared power to vote or to direct the vote N/A
(iii) Sole power to dispose or to direct the disposition of 715,000
(iv) Shared power to dispose or to direct the disposition of N/A
</TABLE>
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SCHEDULE 13G
CUSIP NO.40636P201 PAGE 4 OF 4 PAGES
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The Reporting Person is the Estate of the decedent, William Baxter Lee,
III. The executor of the Estate is Don R. Williams. Ultimate disposition of
dividends from, or the proceeds from the sale of, the securities to which this
Statement relates will be made by the executor to the beneficiary of the Estate,
Mrs. William Baxter Lee, III, in accordance with the provisions of the
decedent's last will and testament.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBER OF THE GROUP.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
February 23, 1999
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/S/ Don R. Williams
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Signature
Don R. Williams, Executor of the
Estate of William Baxter Lee, III
