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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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SANTA FE ENERGY RESOURCES, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
802012 10 4
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(CUSIP Number)
Charles Evans Gerber, Neal Gerber & Eisenberg
Two North LaSalle Street, Chicago, Illinois 60602
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 18, 1994
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(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 disclosure 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).
(Continued on following page(s))
Page 1 of 4 Pages
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CUSIP NO. 802012 10 4 13D Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HC ASSOCIATES
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS *
WC (derived from partnership capital contributions)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER
7 SOLE VOTING POWER
OF SHARES
10,211,078
BENEFICIALLY --------------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY
--
EACH --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
10,211,078
PERSON --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
--
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,211,078
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
11.4% (based on the number of shares of Common Stock
outstanding as of March 7, 1994)
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14 TYPE OF REPORTING PERSON *
PN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 802012 10 4 SCHEDULE 13D PAGE 3 OF 4
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ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN
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Capitalized terms not otherwise defined herein are deemed to have
the same meanings as ascribed thereto in the initial Schedule 13D.
Item 4. PURPOSE OF TRANSACTION.
On February 18, 1994, David M. Schulte was elected to the Board of
Directors of Santa Fe. As previously reported, Mr. Schulte is the sole
director, President, Secretary and Treasurer of CZ, Inc., one of the
general partners of a partnership which indirectly shares control of the
Partnership.
The Partnership previously reported its intent to seek
representation on the Board of Directors of Santa Fe and to acquire at
least 15% of the outstanding Common Stock of Santa Fe. The Partnership
is still considering such an acquisition which may be made either by the
Partnership or either or both of its partners on their own behalf.
Neither the Partnership nor either of its partners has any present plans
or proposals which relate to or would result in any of the other actions
referred to in clauses (a) through (j) of Item 4 of Schedule 13D.
However, depending on market conditions, the business and prospects of
Santa Fe and other relevant factors, the Partnership (or in the case of
(i) below either or both of its partners) may (i) purchase shares of
Common Stock in addition to those referred to above on such terms and at
such times as it considers desirable, (ii) continue to hold the shares
of Common Stock which it beneficially owns, (iii) dispose of all or a
portion of such shares or (iv) implement plans or proposals which relate
to or would result in any of the other actions referred to in clauses
(a) through (j) of Item 4 of Schedule 13D.
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CUSIP NO. 802012 10 4 SCHEDULE 13D PAGE 4 OF 4
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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.
Date: March 14, 1994
HC ASSOCIATES, a general partnership
By: GKH INVESTMENTS, L.P., a partner
By: HGM ASSOCIATES LIMITED PARTNERSHIP,
a general partner
By: HGM CORPORATION, the general
partner
By: /s/ Harold S. Handelsman
__________________________
Harold S. Handelsman,
Vice President and
Secretary
By: ZELL/CHILMARK FUND, L.P.
By: ZC LIMITED PARTNERSHIP, a general
partner
By: ZC PARTNERSHIP, general
partner
By: ZC, INC., a partner
By: /s/ Sheli Z. Rosenberg
_____________________
Sheli Z. Rosenberg,
Vice President and
Secretary
