-----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, FU0Ef3S4uxIjHaJEqkCKvWCMG6TTlTWD7VhBCCnsXwpRTjn1bDM/Ipi8BhxGeF1x EPdgx4spHg8yHyqpKvES9w== 0001144204-08-009565.txt : 20080214 0001144204-08-009565.hdr.sgml : 20080214 20080214163702 ACCESSION NUMBER: 0001144204-08-009565 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: JERRY V. SWANK GROUP MEMBERS: SWANK ENERGY INCOME ADVISORS, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAGELLAN MIDSTREAM HOLDINGS LP CENTRAL INDEX KEY: 0001246263 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 200019312 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81638 FILM NUMBER: 08617487 BUSINESS ADDRESS: STREET 1: P.O. BOX 22186 CITY: TULSA STATE: OK ZIP: 74121 BUSINESS PHONE: 9185747000 MAIL ADDRESS: STREET 1: ONE WILLIAMS CENTER, MD 28-1 CITY: TULSA STATE: OK ZIP: 74172 FORMER COMPANY: FORMER CONFORMED NAME: WEG ACQUISITIONS LP DATE OF NAME CHANGE: 20030624 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Swank Capital, LLC CENTRAL INDEX KEY: 0001354709 IRS NUMBER: 752868777 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3300 OAK LAWN AVENUE STREET 2: SUITE 650 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 214.692.6334 MAIL ADDRESS: STREET 1: 3300 OAK LAWN AVENUE STREET 2: SUITE 650 CITY: DALLAS STATE: TX ZIP: 75219 FORMER COMPANY: FORMER CONFORMED NAME: Swank Group, LLC DATE OF NAME CHANGE: 20060228 SC 13G 1 v103709_sc13g.htm
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934

Magellan Midstream Holdings, L.P.
(Name of Issuer)
 
Common Units representing Limited Partnership Interests
(Title of Class of Securities)
 
55907R108
(CUSIP Number)
 
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x
 
 
o
Rule 13d-1(c)
 
 
o
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).
 
 

CUSIP No. 55907R108
13G
Page 2 of 8 Pages
 
1.
NAMES OF REPORTING PERSONS.
SWANK CAPITAL, LLC
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o 
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH
 
5.
SOLE VOTING POWER
3,788,557
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
3,788,557
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,788,557
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.05%
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
 
2

CUSIP No. 55907R108
13G
Page 3 of 8 Pages
 
1.
NAMES OF REPORTING PERSONS.
SWANK ENERGY INCOME ADVISORS, LP
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o 
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH
 
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
3,788,557
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
3,788,557
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,788,557
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.05%
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
 
3

CUSIP No. 55907R108
13G
Page 4 of 8 Pages
 
1.
NAMES OF REPORTING PERSONS.
JERRY V. SWANK
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o 
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. CITIZEN
 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH
 
5.
SOLE VOTING POWER
3,788,557
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
3,788,557
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,788,557
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.05%
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN

4

CUSIP No. 55907R108
13G
Page 5 of 8 Pages

Item 1.
(a)
Name of Issuer:
 
 
 
 
 
 
Magellan Midstream Holdings, L.P. (the "Issuer")
 
 
 
 
 
(b)
Address of Issuer's Principal Executive Offices:
 
 
 
 
 
 
P.O. Box 22186, Tulsa, Oklahoma 74172
 
 
 
 
Item 2
(a)
Name of Person Filing:
 
 
 
 
 
 
Swank Capital, LLC ("Swank Capital"), Swank Energy Income Advisors, LP ("Swank Advisors") and Mr. Jerry V. Swank.
 
 
 
 
 
(b)
Address of Principal Business Office or, if none, Residence:
 
 
 
 
 
 
3300 Oak Lawn Avenue, Suite 650, Dallas, TX 75219
 
 
 
 
 
(c)
Citizenship:
 
 
 
 
 
 
Swank Capital is a limited liability company organized under the laws of the State of Texas. Swank Advisors is a limited partnership organized under the laws of the State of Texas. Mr. Swank is the principal of Swank Capital and Swank Advisors and is a U.S. citizen.
 
 
 
 
 
(d)
Title of Class of Securities:
 
 
 
 
 
  
Common Units representing Limited Partnership Interests (the "Common Units")
 
 
 
 
 
(e)
CUSIP Number:
 
 
 
 
 
 
55907R108
 
 
 
 
Item 3.
  
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
 
 
 
(a)
o
 
 
 
 
 
(b)
o
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
 
 
 
 
 
(c)
o
 
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
 
 
 
 
 
(d)
 
o
Investment company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8)
 
 
 
 
 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
 
 
 
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
 
 
 
 
(g)
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
 
 
 
 
(h)
 
o
 
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
 
 
 
 
 
(i)
o
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)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
5

CUSIP No. 55907R108
13G
Page 6 of 8 Pages
 
Item 4.
Ownership.
   
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount Beneficially Owned:
Swank Capital, Swank Advisors and Mr. Swank may be deemed the beneficial owners of 3,788,557 Common Units.
     
(b)
Percent of Class:
Swank Capital, Swank Advisors and Mr. Swank may be deemed the beneficial owners of 6.05% of the outstanding Common Units. This percentage is determined by dividing 3,788,557 by 62,646,551, the number of Common Units issued and outstanding as of November 5, 2007, as reported in the Issuer’s Quarterly Report on Form 10-Q filed November 6, 2007.
     
(c)
Number of shares as to which the person has:
  
     
 
(i) Sole power to vote or to direct the vote:
  
     
 
(ii) Shared power to vote or to direct the vote:
  
     
 
(iii) Sole power to dispose or to direct the disposition of:
  
     
 
(iv) Shared power to dispose or to direct the disposition of:
  
     
 
Swank Advisors has voting and dispositive powers for 3,788,557 Common Units. Swank Capital, as general partner, may direct the voting or disposition of the 3,788,557 Common Units held by Swank Advisors. As the principal of Swank Capital, Mr. Swank may direct the voting or disposition of the 3,788,557 Common Units held by Swank Capital and Swank Advisors.
 
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 o.
 
Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.
   
 
N/A
 
6

CUSIP No. 55907R108
13G
Page 7 of 8 Pages
 

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
   
 
N/A

Item 8.
Identification and Classification of Members of the Group.
   
 
N/A

Item 9.
Notice of Dissolution of Group.
   
 
N/A

Item 10.
Certification.
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
   
Exhibits
  
   
Exhibit 1
Joint Filing Agreement, dated February 14, 2008, among Swank Capital, Swank Advisors and Mr. Swank.
 
7

CUSIP No. 55907R108
13G
Page 8 of 8 Pages

SIGNATURE

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.

Date: February 14, 2008

 
SWANK CAPITAL, LLC
   
 
/s/ Jerry V. Swank
 
By: Jerry V. Swank
Managing Member
   
   
 
SWANK ENERGY INCOME ADVISORS, LP
   
 
By: Swank Capital, LLC, its general partner
   
 
/s/ Jerry V. Swank
 
By: Jerry V. Swank
Managing Member
   
   
 
/s/ Jerry V. Swank
 
Jerry V. Swank
   
   
   

8
 

 EX-99.1 2 v103709_ex1.htm
EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Units of Magellan Midstream Holdings, L.P., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2008.
 
 
SWANK CAPITAL, LLC
   
  /s/ Jerry V. Swank
 
By: Jerry V. Swank
Managing Member
   
   
 
SWANK ENERGY INCOME ADVISORS, LP
   
 
By: Swank Capital, LLC, its general partner
   
  /s/ Jerry V. Swank
 
By: Jerry V. Swank
Managing Member
   
   
  /s/ Jerry V. Swank
 
Jerry V. Swank
   
   
   

 
 
 

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