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