SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)*
HEADWAY CORPORATE RESOURCES, INC.
_________________________________
(Name of Issuer)
Common Stock, $0.0001 Par Value
_______________________________
(Title of Class of Securities)
422101105
______________
(CUSIP Number)
December 31, 1999
_____________________________________
(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 the
disclosures provided in a prior cover page.
The information required in 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 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 the 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 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 173,700
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 173,700
With
8 Shared Dispositive Power
0
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
173,700 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
1.54%
12 Type of Reporting Person*
PN; IV
/1/ Position as of January 31, 2000.
*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 1,108,400
Each
Reporting 7 Sole Dispositive Power
Person 14,000
With
8 Shared Dispositive Power
1,108,400
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
1,122,400 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
9.98%
12 Type of Reporting Person*
PN; IA
/1/ Position as of January 31, 2000
*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, 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 1,122,400
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,122,400
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
1,122,400 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
9.98%
12 Type of Reporting Person*
CO;IA
/1/ Position as of January 31, 2000
*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 1,122,400
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,122,400
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
1,122,400 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
9.98%
12 Type of Reporting Person*
IA
/1/ Position as of January 31, 2000.
*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 1,122,400
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,122,400
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
1,122,400 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
9.98%
12 Type of Reporting Person*
IA
/1/ Position as of January 31, 2000.
*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 Partners, L.P., a Texas limited
partnership ("White Rock Partners");
(ii) White Rock Capital Management, L.P., a Texas limited
partnership ("White Rock Management");
(iii) White Rock Capital, Inc., a Texas corporation ("White
Rock, Inc.");
(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 Partners is a Texas limited partnership;
(ii) White Rock Management is a Texas limited partnership;
(iii) White Rock, Inc. is a Texas corporation;
(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 2. 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 January 31, 2000, each of the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:
(i) Each of White Rock Management, White Rock, Inc.,
Thomas U. Barton and Joseph U. Barton may be deemed to be the beneficial owner
of 1,122,400 Shares. This number consists of (1) 934,700 Shares held for the
accounts of White Rock Clients, (2) 173,700 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 173,700 Shares held for its account.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of White Rock
Management, White Rock, Inc., Thomas U. Barton and Joseph U. Barton may be
deemed to be the beneficial owner constitutes approximately 9.98% 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 1.54% of the
total number of Shares outstanding.
Item 4(c) Number of shares as to which such person has:
White Rock Partners
-------------------
(i) Sole power to vote or to direct the vote: 173,700
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 173,700
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 9 of 11 Pages
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: 1,108,400
(iii) Sole power to dispose or to direct the disposition of: 14,000
(iv) Shared power to dispose or to direct the disposition of: 1,108,400
White Rock, Inc.
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,122,400
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,122,400
Thomas U. Barton
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,122,400
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,122,400
Joseph U. Barton
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,122,400
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,122,400
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
<PAGE>
Page 10 of 11 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) 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.
(ii) 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.
(iii) 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.
White Rock Partners expressly disclaims beneficial ownership
of any Shares held for the accounts of the White Rock Clients and White Rock
Management.
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: February 7, 2000 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/ PAULA STOREY
-------------------------
Paula Storey
Attorney-in-Fact
Date: February 7, 2000 WHITE ROCK CAPITAL MANAGEMENT, L.P.
By: White Rock Capital, Inc.
Its General Partner
By: /S/ PAULA STOREY
-------------------------
Paula Storey
Attorney-in-Fact
Date: February 7, 2000 WHITE ROCK CAPITAL, INC.
By: /S/ PAULA STOREY
----------------------------
Paula Storey
Attorney-in-Fact
Date: February 7, 2000 THOMAS U. BARTON
By: /S/ PAULA STOREY
----------------------------
Paula Storey
Attorney-in-Fact
Date: February 7, 2000 JOSEPH U. BARTON
By: /S/ PAULA STOREY
----------------------------
Paula Storey
Attorney-in-Fact
