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0000950134-06-004029.txt : 20060301 0000950134-06-004029.hdr.sgml : 20060301 20060301154150 ACCESSION NUMBER: 0000950134-06-004029 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060301 DATE AS OF CHANGE: 20060301 GROUP MEMBERS: JERRY V SWANK GROUP MEMBERS: SWANK ADVISORS LP GROUP MEMBERS: SWANK ENERGY INCOME ADVISORS LP GROUP MEMBERS: SWANK GROUP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RIO VISTA ENERGY PARTNERS LP CENTRAL INDEX KEY: 0001260828 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 200153267 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80347 FILM NUMBER: 06655508 BUSINESS ADDRESS: STREET 1: 820 GESSNER ROAD STREET 2: SUITE 1285 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 713-467-8235 MAIL ADDRESS: STREET 1: 820 GESSNER ROAD STREET 2: SUITE 1285 CITY: HOUSTON STATE: TX ZIP: 77024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Swank Management, LLC CENTRAL INDEX KEY: 0001316905 IRS NUMBER: 010711359 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A 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 SC 13G/A 1 d33215sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13(d)-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

Amendment No. 1

RIO VISTA ENERGY PARTNERS L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

767271109

(CUSIP Number)

November 30, 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:

þ Rule 13d-1(b)

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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		767271109	13G/A


1	NAMES OF REPORTING PERSONS Swank Group, LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			257,147

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			257,147

WITH		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	257,147

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	13.5%

12	TYPE OF REPORTING PERSON*

	CO

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).


CUSIP No.		767271109	13G/A


1	NAMES OF REPORTING PERSONS Swank Management, LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.0%**

12	TYPE OF REPORTING PERSON*

	CO

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).


CUSIP No.		767271109	13G/A


1	NAMES OF REPORTING PERSONS Swank Advisors, LP

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.0%**

12	TYPE OF REPORTING PERSON*

	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).


CUSIP No.		767271109	13G/A


1	NAMES OF REPORTING PERSONS Swank Energy Income Advisors, LP

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			257,147

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			257,147

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	257,147

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	13.5%

12	TYPE OF REPORTING PERSON*

	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).


CUSIP No.		767271109	13G/A


1	NAMES OF REPORTING PERSONS Jerry V. Swank

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S. Citizen

		5	SOLE VOTING POWER

NUMBER OF			257,147

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			257,147

WITH		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	257,147

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	13.5%

12	TYPE OF REPORTING PERSON*

	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).

SCHEDULE 13G/A

This Amendment No. 1 to Schedule 13G is being filed on behalf of Swank Group, LLC, a Texas limited liability company (“Swank Group”), Swank Management, LLC, a Texas limited liability company (“Swank Management”), Swank Advisors, LP, a Texas limited partnership (“Swank Advisors”), Swank Energy Income Advisors, LP, a Texas limited partnership (“Swank Income Advisors”), and Mr. Jerry V. Swank, the principal of Swank Group, Swank Management, Swank Advisors, and Swank Income Advisors, relating to common units representing limited partner interests of Rio Vista Energy Partners L.P., a Delaware corporation (the “Issuer”).

This Amendment No. 1 to Schedule 13G relates to common units representing limited partner interests, (the “Common Units”) of the Issuer purchased by Swank Income Advisors through the account of The Cushing Fund, LP, a Texas limited partnership (the “Cushing Fund”), of which Swank Income Advisors is the general partner. Swank Group serves as the general partner of Swank Income Advisors and may direct Swank Income Advisors, the general partner of the Cushing Fund, to direct the vote and disposition of the 257,147 Common Units held by the Cushing Fund. As the principal of Swank Group, Mr. Swank, may direct the vote and disposition of the 257,147 Common Units held by the Cushing Fund.

Swank Management and Swank Advisors previously reported beneficial ownership of Common Units on a Schedule 13G filed on February 8, 2005. Effective January 4, 2005, Swank Advisors is no longer a general partner of the Cushing Fund and therefore it and Swank Management, its general partner, are no longer beneficial owners of the Common Units.


Item 2(a)		Name of Person Filing.

		Item 2(a) is hereby amended and restated as follows:

		Swank Group, LLC (“Swank Group”), Swank Management, LLC (“Swank Management”), Swank Advisors, LP (“Swank Advisors”), Swank Energy Income Advisors, LP (“Swank Income Advisors”), and Mr. Jerry V. Swank.

Item 2(c)		Citizenship or Place of Organization.

		Item 2(c) is hereby amended and restated as follows:

		Swank Group, LLC is a limited liability company organized under the laws of the State of Texas. Swank Management, LLC is a limited liability company organized under the laws of the State of Texas. Swank Advisors, LP and Swank Energy Income Advisors, LP are both limited partnerships organized under the laws of the State of Texas. Mr. Swank is the principal of Swank Management, Swank Advisors and Swank Income Advisors, and is a United States citizen.


Item 4	Ownership.

	Item 4 is hereby amended and restated as follows:

	(a)	Swank Group, Swank Income Advisors, and Mr. Swank are the beneficial owners of 257,147 Common Units.

	(b)	Swank Group, Swank Income Advisors, and Mr. Swank are the beneficial owners of 13.5% of the outstanding Common Units. This percentage is determined by dividing 257,147 by 1,910,656, the number of Common Units issued and outstanding as of October 31, 2005, as reported in the Issuer’s quarterly report on Form 10-Q filed November 21, 2005.

	(c)	Swank Group, as the general partner of Swank Income Advisors may direct it to direct the vote and dispose of the 257,147 Common Units held by the Cushing Fund. As the principal of Swank Group, Mr. Swank may direct the vote and disposition of the 257,147 Common Units held by the Cushing Fund.

Item 10	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.

Exhibits	Exhibit 1

	Joint Filing Agreement dated March 1, 2006, among Swank Group, Swank Income Advisors, and Mr. Swank.

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: March 1, 2006


		SWANK GROUP, LLC


		By:		/s/ Jerry V. Swank

				Jerry V. Swank
				Managing Member


		SWANK ENERGY INCOME ADVISORS, LP

		By: Swank Group, LLC, its general partner

		By:		/s/ Jerry V. Swank

				Jerry V. Swank
				Managing Member


		SWANK MANAGEMENT, LLC

		By:		/s/ Jerry V. Swank

				Jerry V. Swank
				Managing Member


		SWANK ADVISORS, LP

		By: Swank Management, LLC, its general partner

		By:		/s/ Jerry V. Swank

				Jerry V. Swank
				Managing Member


		/s/ Jerry V. Swank

		Jerry V. Swank

EX-99.1 2 d33215exv99w1.htm JOINT FILING GROUP exv99w1

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 Rio Vista Energy Partners 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 March 1, 2006.


		SWANK GROUP, LLC

		By:		/s/ Jerry V. Swank

				Jerry V. Swank
				Managing Member


		SWANK ENERGY INCOME ADVISORS, LP

		By: Swank Group, LLC, its general partner

		By:		/s/ Jerry V. Swank

				Jerry V. Swank
				Managing Member


		/s/ Jerry V. Swank

		Jerry V. Swank