sc13gza

0000950134-06-019003.txt : 20061012 0000950134-06-019003.hdr.sgml : 20061012 20061012171258 ACCESSION NUMBER: 0000950134-06-019003 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061012 DATE AS OF CHANGE: 20061012 GROUP MEMBERS: JERRY V SWANK GROUP MEMBERS: SWANK CAPITAL LLC GROUP MEMBERS: THE CUSHING FUND LP 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 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80347 FILM NUMBER: 061142676 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 Energy Income Advisors, LP CENTRAL INDEX KEY: 0001329375 IRS NUMBER: 202700256 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 d40290sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza


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UNITED STATES
SECURITIES AND 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 RULE 13d-2(b)

Under the Securities Exchange Act of 1934
(Amendment No. 2)

RIO VISTA ENERGY PARTNERS L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

767271109

(CUSIP Number)

October 12, 2006

(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 Capital, L.L.C.

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


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

		5	SOLE VOTING POWER:

NUMBER OF			296,817

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			296,817

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	296,817

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

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	15.5%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

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


CUSIP No.		767271109	13G/A


1	NAMES OF REPORTING PERSONS: Swan 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 (SEE INSTRUCTIONS):
	(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			296,817

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			296,817

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	296,817

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

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	15.5%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

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


CUSIP No.		767271109	13G/A


1	NAMES OF REPORTING PERSONS: The Cushing Fund, LP

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


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

		5	SOLE VOTING POWER:

NUMBER OF			266,049

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			266,049

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	266,049

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

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	13.9%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	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 (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	U.S. Citizen

		5	SOLE VOTING POWER:

NUMBER OF			296,817

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			296,817

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	296,817

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

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	15.5%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

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

SCHEDULE 13G/A

This Amendment No. 2 to Schedule 13G is being filed on behalf of Swank Capital, L.L.C., a Texas limited liability company (“Swank Capital”), Swank Energy Income Advisors, LP, a Texas limited partnership (“Swank Income Advisors”), The Cushing Fund, LP, a Texas limited partnership (the “Cushing Fund”) and Mr. Jerry V. Swank, the principal of Swank Capital 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. 2 to Schedule 13G relates to common units representing limited partner interests, (the “Common Units”) of the Issuer purchased by Swank Income Advisors through the accounts of the Cushing Fund and Swank MLP Convergence Fund, LP, a Texas limited partnership (the “Convergence Fund”), both of which, Swank Income Advisors serves as the general partner. Swank Capital serves as the general partner of Swank Income Advisors and may direct Swank Income Advisors, the general partner of the Cushing Fund and the Convergence Fund, to direct the vote and disposition of the 266,049 Common Units held by the Cushing Fund and the 30,768 Common Units held by the Convergence Fund. The Cushing Fund holds 266,049 Common Units for which it may direct the vote and disposition. As the principal of Swank Capital, Mr. Swank, may direct the vote and disposition of the 266,049 Common Units held by the Cushing Fund and the 30,768 Common Units held by the Convergence Fund.

Swank Capital, Swank Income Advisors, and Mr. Swank previously reported beneficial ownership of shares of the Issuer on Schedule 13G filed on February 8, 2005, as amended by Amendment No. 1 to Schedule 13G, filed on March 1, 2006. Swank Capital previously reported as Swank Group, LLC, however, on March 30, 2006, Swank Group, LLC changed its name to Swank Capital, L.L.C.

This Amendment No. 2 to Schedule 13G is being filed to amend and restate Item 2(a), Item 2(c), Item 4 and Item 10. The Schedule 13G is hereby amended as follows:

Item 2(a) Name of Person Filing.

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

Swank Capital, L.L.C., Swank Energy Income Advisors, LP, The Cushing Fund, LP and Mr. Jerry V. Swank.

Item 2(c) Citizenship or Place of Organization.

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

Swank Capital, L.L.C. is a limited liability company organized under the laws of the State of Texas. Swank Energy Income Advisors, LP is a limited partnership organized under the laws of the State of Texas. The Cushing Fund, LP is a limited partnership organized under the laws of the State of Texas. Mr. Swank is the principal of Swank Capital and Swank Income Advisors and is a United States citizen.

Item 4 Ownership.

Item 4 is hereby amended and restated as follows:

(a)

Swank Capital, Swank Income Advisors, and Mr. Swank are the beneficial owners of 296,817 Common Units. The Cushing Fund is the beneficial owner of 266,049 Common Units.

(b)

Swank Capital, Swank Income Advisors, and Mr. Swank are the beneficial owners of 15.5% of the outstanding Common Units, the Cushing Fund is the beneficial owner of 13.9% of the outstanding Common Units. These percentages are determined by dividing 296,817 and 266,049, respectively, by 1,910,656, the number of Common Units issued and outstanding as of August 4, 2006, as reported in the Issuer’s quarterly report on Form 10-Q filed August 14, 2006.

(c)

Swank Capital, as the general partner of Swank Income Advisors may direct it to direct the vote and dispose of the 296,817 Common Units held by the Cushing Fund and the Convergence Fund. As the principal of Swank Capital and Swank Energy Income Advisors, Mr. Swank may direct the vote and disposition of the 296,817 Common Units held by the Cushing Fund and the Convergence Fund. The Cushing Fund may direct the vote and disposition of the 266,049 Common Units it holds.

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 October 12, 2006, among Swank Capital, L.L.C., Swank Energy Income Advisors, LP, The Cushing Fund, LP and Mr. Jerry V. 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: October 12, 2006


	SWANK CAPITAL, L.L.C.
	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

THE CUSHING FUND, LP

By: Swank Energy Income Advisors, LP, its general
partner

By: Swank Group, 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 d40290exv99w1.htm JOINT FILING AGREEMENT exv99w1

Exhibit 99.1

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 October 12, 2006.


	SWANK CAPITAL, L.L.C.
	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

THE CUSHING FUND, LP

By: Swank Energy Income Advisors, LP, its general partner

By: Swank Group, LLC, its general partner



	By:	/s/ Jerry V. Swank
	Jerry V. Swank
	Managing Member



	/s/ Jerry V. Swank
	Jerry V. Swank