SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
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(Amendment No. __)
Huntway Partners, L.P.
__________________________________________
(Name of Issuer)
Limited Partnership Units
__________________________________________
(Title of Class of Securities)
447300104
__________________________________________
(CUSIP Number)
Thomas Moers Mayer, Esq.
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
Tel. No.: (212) 541-2000
__________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
<PAGE>
November 17, 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 ___
/___/
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.
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1 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 (the "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).
<PAGE>
SCHEDULE 13D
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Contrarian Capital Management, L.L.C. (__-_______)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* ______
(a) /_X_ /
____
(b) /___ /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO, Funds from an investment management client and affiliates of
Reporting Person
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ___
TO ITEM 2(d) or 2(e) /___/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 1,233,333.3
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 1,233,333.3
REPORTING --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH 0
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,233,333.3
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ___
CERTAIN SHARES* /___/
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
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14 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Contrarian Capital Advisors, L.L.C. (__-_______)
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* ___
(a) /_ X_/
___
(b) /___ /
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3 SEC USE ONLY
- ----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO, Funds from certain investment management clients of Reporting Person
- ----------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ___
TO ITEM 2(d) or 2(e) /___/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 1,557,602
--------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
--------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 1,557,602
--------------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,557,602
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ___
CERTAIN SHARES* /___/
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
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14 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Item 1. Security and Issuer.
-------------------
This statement on Schedule 13D (the "Schedule 13D") relates to the
common limited partnership units (the "Common Units") of Huntway Partners,
L.P. (the "Issuer").
The principal executive offices of the Issuer are located at 25129 The
Old Road, Newhall, California 91381.
Item 2. Identity and Background.
-----------------------
The persons filing this statement and the persons enumerated in
Instruction C of Schedule 13D and, where applicable, their respective places
of organization, members, general partners, directors, executive officers and
controlling persons, and the information regarding them, are as follows:
(a) Contrarian Capital Management, L.L.C. ("CCM") and Contrarian
Capital Advisors, L.L.C. ("CCA"), each a Delaware limited liability company,
whose managing members are in each case, Jon Bauer ("Bauer") and David
Jackson ("Jackson"), and whose other members involved with making the
investment decisions relating to the Issuer are in each case, Sam Kim
("Kim"), Janice Stanton ("Stanton") and Mark Quinn ("Quinn") (Bauer and
Jackson, referred to together as, the "Managing Members", and the Managing
Members and Kim, Stanton and Quinn, referred to together as, the "Members").
(b) The business address of CCM, CCA, and their Members is 411 West
Putnam Avenue, Suite 225, Greenwich, Connecticut 06830.
(c) CCM acts as general partner to certain investment funds and
investment advisor to certain investment management clients. CCA acts as
investment advisor to certain investment management clients. The Managing
Members are responsible for managing the activities and affairs of CCM and
CCA, and receive substantial assistance from the other Members with respect
to making the investment decisions relating to the Issuer. The foregoing
represents the principal occupations of CCM, CCA and its Members.
(d) During the last five years, none of such persons has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of such persons was 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) The Members are each citizens of the United States of America.
<PAGE>
Item 3. Source and Amount of Funds.
--------------------------
The source and amount of funds used in acquiring the beneficial
interests in the Common Units were as follows:
Purchaser Source of Funds Amount
- ------------- ------------------- ------------
CCM Funds Under Management (1) $ 1,850,000.00
CCA Funds Under Management (2) $ 900,000.00
(1) Consists of funds contributed by investment funds for which CCM acts as
general partner and by an investment management client of CCM.
(2) Consist of funds contributed by investment management clients of CCA.
Item 4. Purpose of Transaction.
----------------------
The Reporting Persons have acquired their beneficial ownership in the
Common Units for investment purposes.
Item 5. Interest in the Securities of the Issuer
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CCM and CCA are deemed to be the beneficial owners of Common Units as
follows as of the date hereof, based on an assumption that 14,579,774 Common
Units are currently outstanding according to the most recent press release of
the Issuer:
Aggregate Common Units
Beneficially
Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
- ------ --------- ------- -------- --------- ------- ------
CCM 1,233,333.30 7.8% 1,233,333.30 0 1,233,333.30 0
CCA 1,557,602.00(1) 10.3 1,557,602.00 0 1,557,602.00 0
As a group, CCM and CCA may exercise sole voting and dispositive powers
with respect to 2,790,935.30 Common Units, representing an aggregate
beneficial ownership interest of 17.0%
(1) 957,602 Common Units of the number of Common Units represented as being
beneficially held by CCA, were previously acquired as of December 30,
1996 pursuant to the terms of a Prepackaged Plan of Reorganization of
the Issuer under Title 11 of the United States Code dated December 12,
1996, whereby, in exchange for promissory notes in the aggregate
outstanding principal amount of $6,148,604 plus accrued interest and
273,049 warrants to acquire Common Units for $.875 per Common Unit
expiring December 31, 2008, such investment management clients received
(i) 12% promissory notes in the aggregate principal amount of $1,664,082
and (ii) the above-referenced 957,602 Common Units.
The persons filing this statement effected the following transactions in
the Common Units on the dates indicated, and such transactions are the only
transactions in the Common Units by the persons filing this statement
effected during the past sixty (60) days.
Purchase Number Price Broker
Name or Sale Date of Units Per Unit Used
- -------- --------- --------- -------- --------- -------
CCM(1) P 10-31-97 1,233,333.33 N/A N/A
CCA(2) P 10-31-97 600,000.00 N/A N/A
N/A - Not applicable.
(1) On October 31, 1997, two investment funds for which CCM acts as general
partner purchased from Bankers Trust Company and Massachusetts Life
Insurance Company, Senior Secured Notes issued by the Issuer in the
principal amount of $727,717 (the "Notes") and 698,616 Common Units for
an aggregate purchase price of $1,250,000. Such entities then exchanged
the Notes and such Common Units with the Issuer for Convertible Notes in
the principal amount of $1,250,000, convertible into Common Units at a
price per Common Unit of $1.50 at any time after January 15, 1998.
In addition, on that same date, those same entities and an investment
management client of CCM purchased Convertible Notes from the Issuer in
the aggregate principal amount of $600,000 for a purchase price of
$600,000, convertible into Common Units at a price per Common Unit of
$1.50 at any time after January 15, 1998.
(2) On October 31, 1997, certain investment management clients of CCA
purchased Convertible Notes from the Issuer in the aggregate principal
amount of $900,000 for a purchase price of $900,000, convertible into
Common Units at a price per Common Unit of $1.50 at any time after
January 15, 1998.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
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With respect to the entities referenced in Item 3 hereof, CCM is the
general partner of two investment funds and, pursuant to the terms of
their limited partnership agreements, exercises full discretionary
authority to vote and dispose of the Common Units held by such entities.
With respect to CCM's investment management client, CCM acts pursuant to
the terms of an investment advisory arrangement which, among other
things, grants CCM the full discretionary authority to vote and dispose
of the Common Units.
CCA acts for its investment management clients pursuant to the terms of
investment advisory arrangements which, among other things, grant CCA
the full discretionary authority to vote and dispose of the Common
Units.
<PAGE>
The Managing Members are responsible for managing the affairs and
activities of CCM and CCA, and receive substantial assistance from the
other Members with respect to making the investment decisions relating
to the Issuer.
CCM and CCA generally act in the same manner with respect to exercising
voting and dispositive powers for their investment funds and investment
management clients relating to any particular issuer.
The investment funds and investment management clients represented by
CCM and CCA are parties to an Amended and Restated Registration Rights
Agreement with the Issuer dated October 31, 1997, providing them the
right under certain conditions to have their Common Units registered
under the Securities Act of 1933, as amended.
<PAGE>
Item 7. Material to be Filed as Exhibits
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A. Agreement Regarding Joint Filing of Statement on Schedule 13D or
13G.
Signature
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After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: November 26, 1997
CONTRARIAN CAPITAL ADVISORS, L.L.C.
By: /s/ Jon R. Bauer
----------------------------------------------
Name: Jon R. Bauer
Title: Managing Member
CONTRARIAN CAPITAL MANAGEMENT, L.L.C.
By: /s/ Jon R. Bauer
---------------------------------------------
Name: Jon R. Bauer
Title: Managing Member
<PAGE>
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange
Commission any and all statements on Schedule 13D or Schedule 13G (and any
amendments or supplements thereto) required under section 13(d) of the
Securities Exchange Act of 1934, as amended, in connection with purchases by
the undersigned of Limited Partnership Units of Huntway Partners, L.P.
DATED: November 26, 1997
CONTRARIAN CAPITAL ADVISORS, L.L.C.
By: /s/ Jon R. Bauer
----------------------------------------
Name: Jon R. Bauer
Title: Managing Member
CONTRARIAN CAPITAL MANAGEMENT, L.L.C.
By: /s/ Jon R. Bauer
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Name: Jon R. Bauer
Title:Managing Member
