0001187023-12-000004.txt : 20120719
0001187023-12-000004.hdr.sgml : 20120719
20120719161008
ACCESSION NUMBER: 0001187023-12-000004
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120719
DATE AS OF CHANGE: 20120719
GROUP MEMBERS: CENTENNIAL ENERGY MANAGEMENT, INC.
GROUP MEMBERS: CENTENNIAL ENERGY PARTNERS, L.L.C.
GROUP MEMBERS: PETER K. SELDIN
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: BPZ RESOURCES, INC.
CENTRAL INDEX KEY: 0001023734
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 330502730
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-50341
FILM NUMBER: 12970142
BUSINESS ADDRESS:
STREET 1: 580 WESTLAKE PARK BLVD.
STREET 2: SUITE 525
CITY: HOUSTON
STATE: TX
ZIP: 77079
BUSINESS PHONE: 2815566200
MAIL ADDRESS:
STREET 1: 580 WESTLAKE PARK BLVD.
STREET 2: SUITE 525
CITY: HOUSTON
STATE: TX
ZIP: 77079
FORMER COMPANY:
FORMER CONFORMED NAME: BPZ ENERGY INC
DATE OF NAME CHANGE: 20050215
FORMER COMPANY:
FORMER CONFORMED NAME: NAVIDEC INC
DATE OF NAME CHANGE: 19961017
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: CENTENNIAL ENERGY PARTNERS LLC
CENTRAL INDEX KEY: 0001187023
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 575 LEXINGTON AVENUE
STREET 2: 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2127535150
MAIL ADDRESS:
STREET 1: 575 LEXINGTON AVENUE
STREET 2: 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
SC 13G/A
1
bpz13g063012.txt
SECURITIES & 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 13d-2(b)
(Amendment 4)
BPZ Resources, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
055639108
(CUSIP Number)
June 30, 2012
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 8 Pages)
________________
*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 purposes 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)
CUSIP No. 055639108 13G Page 2 of 8 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Centennial Energy Partners, L.L.C.
13-3961810
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-0-
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.00%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 055639108 13G Page 3 of 8 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Centennial Energy Management, Inc.
13-3432270
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-0-
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.00%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 055639108 13G Page 4 of 8 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Peter K. Seldin
_____________________________________________________________________________
(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
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY __________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-0-
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.00%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 055639108 13G Page 5 of 8 Pages
Item 1(a). Name of Issuer:
The name of the issuer is BPZ Resources, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 580 Westlake
Park Blvd., Suite 525, Houston, Texas 77079.
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Centennial Energy Partners, L.L.C. (Energy), a limited liability
company organized under the laws of the State of Delaware, with
respect to the shares of Common Stock directly owned by certain private
investment vehicles (collectively the Partnerships)to which Centennial
Energy Partners, L.L.C serves as general partner.
(ii) Centennial Energy Management, Inc. (Management), a corporation
organized under the laws of the State of New York, which provides
discretionary investment advisory services to the Partnerships and one
separately managed account (the Managed Account and, together with the
Partnerships, the Advisory Clients).
(iii) Peter K. Seldin (Mr. Seldin), the managing member of Energy and
President of Management, with respect to the shares of Common Stock owned by
the Advisory Clients.
Energy, Management and Mr. Seldin do not own any shares of Common Stock
directly. The foregoing are hereinafter sometimes collectively referred to
as the Reporting Persons.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of each of the Reporting Persons is
575 Lexington Ave. 33rd FL., New York, New York 10022.
Item 2(c). Citizenship:
Energy is a limited liability company organized under the laws of the State
of Delaware.
Management is a corporation organized under the laws of the State of New
York.
Peter K. Seldin is a United States citizen.
Item 2(d). Title of Class of Securities:
Common Stock, no par value(the "Common Stock")
CUSIP No. 055639108 13G Page 6 of 8 Pages
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(ii)(G),
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
Item 4. Ownership.
A. Centennial Energy Partners L.L.C.*
(a) Amount beneficially owned: -0-
(b) Percent of class: 0.00% The percentages used herein and in
the rest of Item 4 are calculated based upon 115,910,040
shares of Common Stock outstanding as of November 8, 2011 as
reflected in the Company?s Form 10Q for the period ended
September 30, 2011.
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: -0-
CUSIP No. 055639108 13G Page 7 of 8 pages
B. Centennial Energy Management, Inc.**
(a) Amount beneficially owned: -0-
b) Percent of class: 0.00%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: -0-
C. Peter K. Seldin***
(a) Amount beneficially owned: -0-
(b) Percent of class: 0.00%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: -0-
*Centennial Energy Partners L.L.C., as the general partner of the Partnerships,
may be deemed to be the beneficial owner of the Shares directly owned by each
of the Partnerships. Centennial Energy Partners L.L.C. disclaims beneficial
ownership of the Shares reported herein.
**Centennial Energy Management, Inc., as the investment adviser of the
Partnerships and the Managed Account, may be deemed to be the beneficial owner
of the Shares directly owned by the Advisory Clients. Centennial Energy
Management, Inc. disclaims beneficial ownership of the Shares reported herein.
***Mr. Seldin, as Managing Member of Centennial Energy Partners L.L.C. and
President of Centennial Energy Management, Inc. with investment power and
voting power, may be deemed to be the beneficial owner of the Shares directly
owned by the Advisory Clients. Mr. Seldin disclaims beneficial ownership of
the Shares reported herein.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [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.
CUSIP No. 055639108 13G Page 8 of 8
Item 8. Identification and Classification of Members of the Group.
The Reporting Persons are filing this Schedule 13G pursuant to
Section 240.13d-1(c). Consistent with Item 2 of the cover page for each
Reporting Person, the Reporting Persons neither disclaim nor affirm the
existence of a group among them.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my 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.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: July 19, 2012
Centennial Energy Partners L.L.C.
By: /s/ Peter K. Seldin
Managing Member
Centennial Energy Management, Inc.
By: /s/ Peter K. Seldin
President
By: /s/ Peter K. Seldin
Peter K. Seldin
AGREEMENT
The undersigned agree that this schedule 13G dated July 19, 2012
relating to the Common Stock of BPZ Resources, Inc. shall be filed on
behalf of the undersigned.
Centennial Energy Partners L.L.C.
By: /s/ Peter K. Seldin
Managing Member
Centennial Energy Management, Inc.
By: /s/ Peter K. Seldin
President
By: /s/ Peter K. Seldin
Peter K. Seldin