-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OPSyPFzqLKlsOPFsH56kG/J5m3Lhvq8dH8DE0iSiaHdNQ/xQ47Xigb2LB0LQsmno mLDjtYpFI3C/fw9lqN7a5A== 0001172358-06-000016.txt : 20060214 0001172358-06-000016.hdr.sgml : 20060214 20060214111310 ACCESSION NUMBER: 0001172358-06-000016 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: DORCHESTER MINERALS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DORCHESTER MINERALS LP CENTRAL INDEX KEY: 0001172358 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 810551518 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79261 FILM NUMBER: 06608975 BUSINESS ADDRESS: STREET 1: 3838 OAK LAWN STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75219-4541 BUSINESS PHONE: 2145590300 MAIL ADDRESS: STREET 1: 3838 OAK LAWN STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75219-4541 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCMANEMIN WILLIAM CASEY CENTRAL INDEX KEY: 0001049123 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3738 OAK LAWN STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 214-559-0300 MAIL ADDRESS: STREET 1: C/O DORCHESTER MINERALS, L.P. STREET 2: 3838 OAK LAWN, SUITE 300 CITY: DALLAS STATE: TX ZIP: 75219 SC 13G/A 1 mcmanemin13gform2006.txt SCH 13G AMENDMENT 2 FOR CASEY MCMANEMIN 02/2006 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 2 DORCHESTER MINERALS, L.P. (Name of Issuer) Common Units (Title of Class of Securities) 25820R 10 5 (CUSIP Number) December 31, 2005 (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) [ ] Rule 13d-1(c) [ X ] 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 ("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). Schedule 13G CUSIP No. 25820R 10 5 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) William Casey McManemin 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) : (b) : 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen NUMBER OF 5 SOLE VOTING POWER SHARES 1,138,772 (1) 6 SHARED VOTING POWER BENEFICIALLY 58,755 (1) OWNED BY 7 SOLE DISPOSITIVE POWER 1,138,772 (1) EACH 8 SHARED DISPOSITIVE POWER REPORTING 58,755 (1) PERSON WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,197,527 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) G 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.2% 12 TYPE OF REPORTING PERSON (See Instructions) IN (1) Of the 1,197,527 common units owned by Mr. McManemin, 157,573 are held by him individually; 58,407 are held by 1307, Ltd., of which he is one of the general partners and President of the other general partner; 922,792 are held by Red Wolf Partners, of which he is the managing general partner; 5,531 are held by SAM Partners Management, Inc., of which he is Vice President and a shareholder; and 53,224 are held by Smith Allen Oil & Gas, Inc. of which he is Vice President and a shareholder. Mr. McManemin disclaims beneficial ownership in those units held by 1307, Ltd., SAM Partners Management, Inc., Red Wolf Partners, and Smith Allen Oil & Gas, Inc., in which he does not have a pecuniary interest. Schedule 13G CUSIP No. 25820R 10 5 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Red Wolf Partners 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) : (b) : 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen NUMBER OF 5 SOLE VOTING POWER SHARES 922,792 (1) 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER 922,792 (1) EACH 8 SHARED DISPOSITIVE POWER REPORTING PERSON WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 922,792 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) G 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.3% 12 TYPE OF REPORTING PERSON (See Instructions) PN (1) Mr. McManemin is the managing general partner of Red Wolf Partners. Mr. McManemin disclaims beneficial ownership of those common units owned by Red Wolf Partners in which he does not have a pecuniary interest. Item 1. (a) Name of issuer: Dorchester Minerals, L.P. (b) Address of issuer's principal executive offices: 3838 Oak Lawn Avenue, Dallas, Texas 75219 Item 2. (a) Name of persons filing: William Casey McManemin Red Wolf Partners (b) Address of principal business office: The principal business office for William Casey McManemin and Red Wolf Partners is 3838 Oak Lawn Avenue, Suite 300, Dallas, Texas 75219. (c) Citizenship: William Casey McManemin is a United States citizen. Red Wolf Partners is a Texas general partnership. (d) Title of class of Securities: Common Units (e) CUSIP Number: 25820R 10 5 Item 3. If this statement is filed pursuant to 240.13d(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4. Ownership (a) - (c) Amount and percentage beneficially owned, percent of class and number of shares each reporting person has the sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition of and shared power to dispose or to direct the disposition of: William Casey McManemin owns 1,197,527 shares representing 4.2% of the class. He has the sole power to vote or to direct the vote of 1,138,772 common units, the shared power to vote or to direct the vote of 58,755 common units, sole power to dispose or to direct the disposition of 1,138,772 common units and shared power to dispose or to direct the disposition of 58,755 common units. William Casey McManemin is the managing general partner of Red Wolf Partners. Red Wolf Partners has the sole power to vote or to direct the vote of 922,792 common units, the shared power to vote or to direct the vote of none of the common units, sole power to dispose or to direct the disposition of 922,792 common units and shared power to dispose or to direct the disposition of none of the common units. Item 5. Ownership of Five Percent or Less of a Class [ X ] Item 6. Ownership of More than Five Percent on Behalf of Another Person Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group The group members filing this Schedule 13G pursuant to Rule 13d-1(d) are William Casey McManemin, an individual and Red Wolf Partners, a [Texas] general partnership. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification Not applicable. SIGNATURE 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 14, 2006 /s/ William Casey McManemin ----------------------- William Casey McManemin Date: February 14, 2006 RED WOLF PARTNERS By: /s/ William Casey McManemin ----------------------- Name: William Casey McManemin Title: Managing General Partner EX-99 2 mcman13gformx991_2006.txt EXH TO SCH 13G FOR CASEY MCMANEMIN 2/14/06 EXHIBIT 99.1 JOINT FILING AGREEMENT MADE PURSUANT TO RULE 13d-1(k) The parties hereto agree that pursuant to Rule 13d-1(k) of Regulation 13D-G promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, the Schedule 13G of which this Agreement is made an exhibit is filed on behalf of them in the capacity set forth below. The parties hereto agree that, once this Schedule 13G fully executed by all parties, William Casey McManemin shall be authorized to file this Schedule 13G on behalf of all such parties and shall be designated as the person authorized to receive notices and communications with respect to the Schedule 13G and any amendments thereto. Date: February 14, 2006 /s/ William Casey McManemin --------------------------- William Casey McManemin Date: February 14, 2006 RED WOLF PARTNERS By:/s/ William Casey McManemin --------------------------- Name: William Casey McManemin Title: Managing General Partner -----END PRIVACY-ENHANCED MESSAGE-----