UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Headway Corporate Resources, Inc.
(Name of Issuer)
Common Stock,$0.0001 Par Value
(Title of Class of Securities)
422101105
(CUSIP Number)
Andersen, Weinroth & Co., L.P.
1330 Avenue of the Americas
New York, New York 10019
Telephone: (212) 842-1600
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
Copy to:
Bonnie Greaves, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
March 7, 2000
(Date of Event which requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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
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).
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CUSIP No. 422101105
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
ANDERSEN, WEINROTH & CO., L.P.
2. Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |X|
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e). |_|
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
500,000
Number of Shares
8. Beneficially Shared Voting Power
Owned
By 500,000*
Each
9. Reporting Person Sole Dispositive Power
With
500,000
10. Shared Dispositive Power
500,000*
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000*
* includes 500,000 shares owned by HCM High Yield Opportunity Fund, L.P. of
which Andersen, Weinroth & Co., L.P. disclaims beneficial ownership.
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |X|
13. Percent of Class Represented by Amount in Row (11)
8.9%
14. Type of Reporting Person (See Instructions)
PN
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CUSIP No. 422101105
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
A.W. & CO. GP INC.
2. Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |X|
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e). |_|
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
0
Number of Shares
8. Beneficially Shared Voting Power
Owned
By 1,000,000*
Each
9. Reporting Person Sole Dispositive Power
With
0
10. Shared Dispositive Power
1,000,000*
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000*
* includes 500,000 shares owned by HCM High Yield Opportunity Fund, L.P. of
which A.W. & Co. GP Inc. disclaims beneficial ownership.
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |X|
13. Percent of Class Represented by Amount in Row (11)
8.9%
14. Type of Reporting Person (See Instructions)
CO
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CUSIP No. 422101105
1. Name of Reporting Person
S.S. No. of Above Person
G. CHRIS ANDERSEN
2. Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |X|
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e). |_|
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
15,000
Number of Shares
8. Beneficially Shared Voting Power
Owned
By 1,049,965*
Each
9. Reporting Person Sole Dispositive Power
With
15,000
10. Shared Dispositive Power
1,049,965*
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,064,965*
* includes 500,000 shares owned by HCM High Yield Opportunity Fund, L.P. of
which G. Chris Andersen disclaims beneficial ownership.
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |X|
13. Percent of Class Represented by Amount in Row (11)
9.5%
14. Type of Reporting Person (See Instructions)
IN
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<PAGE>
CUSIP No. 422101105
1. Name of Reporting Person
S.S. No. of Above Person
STEPHEN D. WEINROTH
2. Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |X|
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e). |_|
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
82,800
Number of Shares
8. Beneficially Shared Voting Power
Owned
By 1,000,000*
Each
9. Reporting Person Sole Dispositive Power
With
82,800
10. Shared Dispositive Power
1,000,000*
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,082,800*
* includes 500,000 shares owned by HCM High Yield Opportunity Fund, L.P. of
which Stephen D. Weinroth disclaims beneficial ownership.
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |X|
13. Percent of Class Represented by Amount in Row (11)
9.6%
14. Type of Reporting Person (See Instructions)
IN
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Item 1. Security and Issuer
The class of equity securities to which this joint statement on
Schedule 13D relates is the common stock, $0.0001 par value per share (the
"Headway Common Stock"), of Headway Corporate Resources, Inc., a Delaware
corporation, with its principal executive offices at 850 Third Avenue, 11th
Floor, New York, New York 10022 (the "Issuer").
Item 2. Identity and Background
(a)-(c) and (f) This joint statement is being filed by (i) Andersen,
Weinroth & Co., L.P. ("AW L.P."), a Delaware limited partnership, (ii) A.W. &
Co. GP Inc., a Delaware corporation and the general partner of AW L.P. ("AW
Inc."), (iii) G. Chris Andersen, a United States citizen ("Andersen"), and (iv)
Stephen D. Weinroth, a United States citizen ("Weinroth"). AW L.P., AW Inc.,
Andersen and Weinroth are hereinafter sometimes referred to collectively as the
"Reporting Persons". The address of the principal business and office of AW L.P.
and AW Inc. and the business address of Andersen and Weinroth is 1330 Avenue of
the Americas, New York, New York 10019.
AW L.P. is a private investment partnership. AW Inc.'s principal
business is to act as the general partner of AW L.P. Andersen and Weinroth are
the sole stockholders of AW Inc. and the limited partners of AW L.P. In
addition, Andersen is a Director and Secretary and Treasurer of AW Inc., and
Weinroth is a Director and President of AW Inc.
(d) and (e) During the last five years, none of the Reporting Persons
has been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
is or was 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.
Item 3. Source and Amount of Funds or Other Consideration
On March 7, 2000, HCM High Yield Opportunity Fund, L.P. ("HCM")
acquired in a market transaction 500,000 shares of Headway Common Stock for its
own account and 500,000 shares of Headway Common Stock for the account of AW
L.P. for an aggregate purchase price of $1,562,500 and $562,500, respectively.
AW L.P. acquired its shares of Headway Common Stock with funds provided to it by
its limited partners and certain employees. On March 10, 2000, HCM transferred
500,000 shares of Headway Common Stock to AW L.P.
Item 4. Purpose of Transaction
AW L.P. acquired the shares of Headway Common Stock for the purpose of
making an equity investment in the Issuer. AW L.P. intends to continuously
review its investment in the Issuer on the basis of various factors, including
the Issuer's business and financial condition,
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results of operations and prospects, general economic and industry conditions,
the securities market in general and those for the Issuer's securities in
particular, other developments and other investment opportunities available to
AW L.P. Based upon such review, AW L.P. will take such actions in the future as
it may deem appropriate in light of the circumstances existing from time to
time, which may include the acquisition of additional shares of Headway Common
Stock or other securities of the Issuer either in the open market or in
privately negotiated transactions. Similarly, depending on market and other
factors, AW L.P. may determine to dispose of some or all of the Headway Common
Stock that it currently owns or that it may later acquire, either in the open
market or in privately negotiated transactions, or to distribute some or all of
the shares of Headway Common Stock to partners or employees of AW L.P. AW L.P.
may also determine to acquire all or substantially all of the voting capital
stock of the Issuer or otherwise engage in a business combination with the
Issuer or to seek additional representation on the Board of Directors of the
Issuer.
Other than as described above, AW L.P. does not currently have any
plans or proposals that would result in (a) the acquisition by any person of
additional securities of the Issuer or the disposition of securities of the
Issuer, (b) an extraordinary corporate transaction involving the Issuer or any
of its subsidiaries, (c) a sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries, (d) any change in the present board of
directors or management of the Issuer, (e) any material change in the Issuer's
capitalization or dividend policy, (f) any other material change in the Issuer's
business or corporate structure, (g) any change in the Issuer's charter or
bylaws or other instrument corresponding thereto or other action which may
impede the acquisition of control of the Issuer by any person, (h) causing a
class of the Issuer's securities to be deregistered or delisted, (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) and (b) AW L.P. is the beneficial owner of 500,000 shares of
Headway Common Stock and has the sole power to vote and direct the voting and
the sole power to dispose of and direct the disposition of the 500,000 shares of
Headway Common Stock.
As the general partner of AW L.P., AW Inc. has the shared power to vote
and to direct the voting and the shared power to dispose of and direct the
disposition of the 500,000 shares of Headway Common Stock beneficially owned by
AW L.P. and may, accordingly, be deemed to be the beneficial owner of 500,000
shares of Headway Common Stock.
As shareholders of AW Inc., each of Andersen and Weinroth may have the
shared power to vote and direct the voting of and the shared power to dispose of
and direct the disposition of the 500,000 shares of Headway Common Stock
beneficially owned by AW L.P. and may, accordingly, be deemed to be the
beneficial owners of 500,000 shares of Headway Common Stock.
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Andersen is also the beneficial owner of 15,000 shares of Headway
Common Stock and has the sole power to vote and direct the voting and the sole
power to dispose of and direct the disposition of the 15,000 shares of Headway
Common Stock. As a trustee of the G. Chris Andersen Family Foundation (the
"Foundation"), Andersen has the shared power to vote and direct the voting of
and the shared power to dispose of and direct the disposition of 49,965 shares
of Headway Common Stock beneficially owned by the Foundation and may,
accordingly, be deemed to be the beneficial owner of 49,965 shares of Headway
Common Stock. AW L.P., AW Inc. and Weinroth hereby disclaim beneficial ownership
of the 64,965 shares of Headway Common Stock beneficially owned by Andersen and
the Foundation.
Weinroth is also the beneficial owner of 82,800 shares of Headway
Common Stock and has the sole power to vote and direct the voting and the sole
power to dispose of and direct the disposition of the 82,800 shares of Headway
Common Stock. AW L.P., AW Inc. and Andersen hereby disclaim beneficial ownership
of the 82,800 shares of Headway Common Stock beneficially owned by Weinroth.
AW L.P. and AW Inc. hereby disclaim beneficial ownership of the 500,000
shares of Headway Common Stock owned by HCM which, together with the shares
beneficially owned or deemed to be beneficially owned by AW L.P. and AW Inc.
constitutes 8.9% of the total outstanding shares of Headway Common Stock.
Andersen hereby disclaims beneficial ownership of the 500,000 shares of
Headway Common Stock owned by HCM which, together with the shares beneficially
owned or deemed to be beneficially owned by Andersen, constitutes 9.5% of the
total outstanding shares of Headway Common Stock.
Weinroth hereby disclaims beneficial ownership of the 500,000 shares of
Headway Common Stock owned by HCM which, together with the shares beneficially
owned or deemed to be beneficially owned by Weinroth, constitutes 9.6% of the
total outstanding shares of Headway Common Stock.
(c) Weinroth sold in market transactions 30,000 shares of Headway
Common Stock on February 22, 2000 at a price per share of $4.40460, 11,500
shares of Headway Common Stock on February 23, 2000 at a price per share of
$4.25 and 1,300 shares of Headway Common Stock on February 24, 2000 at a price
per share of $3.96160. Except as described herein, there have been no
transactions by any Reporting Person or, to the knowledge of the Reporting
Persons, any director or executive officer of AW Inc., in securities of the
Issuer during the past sixty days.
(d) No one other than AW L.P., AW Inc., Andersen and Weinroth is known
to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the 500,000 shares of Headway Common
Stock purchased by AW L.P.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer
Except as set forth herein, none of the Reporting Persons has any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of the Issuer, including, but not
limited to, transfer or voting of any securities of the Issuer, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement among AW L.P., AW Inc.,
Andersen and Weinroth pursuant to Rule
13d-1(k)(1)(iii)
All materials to be filed as exhibits to this Schedule 13D are attached hereto.
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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.
Dated: March 14, 2000
ANDERSEN, WEINROTH & CO., L.P.
By: A.W. & CO. GP INC., general
partner
By: /s/ Stephen Weinroth
------------------------
Name: Stephen D. Weinroth
Title: President
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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.
Dated: March 14, 2000
A.W. & CO. GP INC.
By: /s/ Stephen Weinroth
---------------------------
Name: Stephen D. Weinroth
Title: President
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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.
Dated: March 14, 2000
/s/ G. Chris Andersen
----------------------
G. Chris Andersen
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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.
Dated: March 14, 2000
/s/ Stephen Weinroth
----------------------
Stephen D. Weinroth
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D, dated
March 7, 2000 ("Schedule 13D"), with respect to the Common Stock, par value
$0.0001, of Headway Corporate Resources, Inc. is, and any amendments thereto
executed by each of us shall be, filed on behalf of each of us pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, and that this Agreement shall be included as an Exhibit
to the Schedule 13D and each such amendment. Each of the undersigned agrees to
be responsible for the timely filing of the Schedule 13D and any amendments
thereto, and for the completeness and accuracy of the information concerning
itself contained therein. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
March 14, 2000.
ANDERSEN, WEINROTH & CO., L.P.
By: A.W. & CO. GP INC., general partner
By /s/ Stephen Weinroth
----------------------------
Name: Stephen D. Weinroth
Title: President
A.W. & CO. GP INC.
By /s/ Stephen Weinroth
-------------------------------
Name: Stephen D. Weinroth
Title: President
/s/ G. Chris Andersen
----------------------------------
G. Chris Andersen
/s/ Stephen Weinroth
----------------------------------
Stephen D. Weinroth
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