UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
HEADWAY CORPORATE RESOURCES, INC.
-----------------------------------
(Name of Issuer)
Common Stock, $0.0001 Par Value
-----------------------------------
(Title of Class of Securities)
422101105
--------------------
(CUSIP Number)
August 27, 1998
-----------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is 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 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 11 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 422101105 Page 2 of 11 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WHITE ROCK CAPITAL, INC.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 984,000
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
984,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
984,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
10.08%
12 Type of Reporting Person*
CO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 422101105 Page 3 of 11 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WHITE ROCK CAPITAL MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 14,000
Shares
Beneficially 6 Shared Voting Power
Owned By 970,000
Each
Reporting 7 Sole Dispositive Power
Person 14,000
With
8 Shared Dispositive Power
970,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
984,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
10.08%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 422101105 Page 4 of 11 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
WHITE ROCK CAPITAL PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 156,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 156,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
156,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
1.60%
12 Type of Reporting Person*
PN; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 422101105 Page 5 of 11 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
THOMAS U. BARTON
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 984,000
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
984,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
984,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
10.08%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 422101105 Page 6 of 11 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
JOSEPH U. BARTON
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 984,000
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
984,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
984,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
10.08%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 11 Pages
Item 1(a) Name of Issuer:
Headway Corporate Resources, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
850 Third Avenue, 11th Floor, New York, New York 10022
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) White Rock Capital, Inc., a Texas corporation ("White Rock,
Inc."),
(ii) White Rock Capital Management, L.P., a Texas limited
partnership ("White Rock Management"),
(iii)White Rock Capital Partners, L.P., a Texas limited
partnership ("White Rock Partners"),
(iv) Thomas U. Barton and
(v) Joseph U. Barton.
This Statement relates to Shares that were acquired by White Rock
Management on behalf of certain institutional clients (the "White Rock
Clients"). This Statement also relates to Shares held for the accounts of White
Rock Partners and White Rock Management. The general partner of White Rock
Partners is White Rock Capital Management, the general partner of which is White
Rock, Inc. Thomas U. Barton and Joseph U. Barton are the shareholders of White
Rock, Inc.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address and principal business office of each of White Rock
Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and Joseph
U. Barton is 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219.
Item 2(c) Citizenship:
i) White Rock, Inc. is a Texas corporation;
ii) White Rock Management is a Texas limited partnership;
iii) White Rock Partners is a Texas limited partnership;
iv) Thomas U. Barton is a United States citizen; and
v) Joseph U. Barton is a United States citizen.
<PAGE>
Page 8 of 11 Pages
Item 2(d) Title of Class of Securities:
Common Stock, $0.0001 par value (the "Shares").
Item 2(e) CUSIP Number:
422101105
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of September 2, 1998, each of the Reporting Persons may
be deemed the beneficial owner of the following number of
Shares:
(i) Each of White Rock, Inc., White Rock Management, Thomas
U. Barton and Joseph U. Barton may be deemed to be the beneficial owner of
984,000 Shares. This number consists of (1) 814,000 Shares held for the accounts
of White Rock Clients, (2) 156,000 Shares held for the account of White Rock
Partners and (3) 14,000 Shares held for the account of White Rock Management.
(ii) White Rock Partners may be deemed to be the beneficial
owner of the 156,000 Shares held for its account.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of White Rock, Inc.,
White Rock Management, Thomas U. Barton and Joseph U. Barton may be deemed to be
the beneficial owner constitutes approximately 10.08% of the total number of
Shares outstanding.
(ii) The number of Shares of which White Rock Partners may
be deemed to be the beneficial owner constitutes approximately 1.60% of the
total number of Shares outstanding.
<PAGE>
Page 9 of 11 Pages
Item 4(c) Number of shares as to which such person has:
White Rock, Inc.
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 984,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 984,000
White Rock Management
---------------------
(i) Sole power to vote or to direct the vote: 14,000
(ii) Shared power to vote or to direct the vote: 970,000
(iii) Sole power to dispose or to direct the disposition of: 14,000
(iv) Shared power to dispose or to direct the disposition of: 970,000
White Rock Partners
-------------------
(i) Sole power to vote or to direct the vote: 156,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 156,000
(iv) Shared power to dispose or to direct the disposition of: 0
Thomas U. Barton
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 984,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 984,000
Joseph U. Barton
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 984,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 984,000
<PAGE>
Page 10 of 11 Pages
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
(i) The shareholders or partners of each of the White Rock
Clients have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares, held by the respective White Rock Client
in accordance with their partnership or ownership interests in the respective
White Rock Client.
(ii) The partners of White Rock Management have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by White Rock Management in accordance with their partnership
interests in White Rock Management.
(iii)The partners of White Rock Partners have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by White Rock Partners in accordance with their partnership
interests in White Rock Partners.
White Rock Partners expressly disclaims beneficial ownership of any
Shares held for the accounts of the White Rock Clients and White Rock
Management. Each of the White Rock Clients expressly disclaims beneficial
ownership of any Shares not held for their individual accounts.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its 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.
<PAGE>
Page 11 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: September 2, 1998 WHITE ROCK CAPITAL PARTNERS, L.P.
By: White Rock Capital Management, L.P.
Its General Partner
By: White Rock Capital, Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
President
Date: September 2, 1998 WHITE ROCK CAPITAL MANAGEMENT. L.P.
By: White Rock Capital Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
President
Date: September 2, 1998 WHITE ROCK CAPITAL, INC.
By: /S/ THOMAS U. BARTON
--------------------------------------------
Thomas U. Barton
President
Date: September 2, 1998 /S/ THOMAS U. BARTON
-------------------------------------------------
Thomas U. Barton
Date: September 2, 1998 /S/ JOSEPH U. BARTON
-------------------------------------------------
Joseph U. Barton
