-----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, MboUwbuijbBhwQEVZS5ZLPkF2rsCq24joZyxbKPTz5PdhKMu5h9R/Jln80Wmui2B Jmhpy148D7ZviTBkRVxQRw== 0000950134-07-002937.txt : 20070213 0000950134-07-002937.hdr.sgml : 20070213 20070213100632 ACCESSION NUMBER: 0000950134-07-002937 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 GROUP MEMBERS: JERRY V SWANK GROUP MEMBERS: SWANK ENERGY INCOME ADVISORS LP GROUP MEMBERS: THE CUSHING MLP OPPORTUNITY FUND I 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: 07606384 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 Capital, LLC CENTRAL INDEX KEY: 0001354709 IRS NUMBER: 752868777 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 FORMER COMPANY: FORMER CONFORMED NAME: Swank Group, LLC DATE OF NAME CHANGE: 20060228 SC 13G/A 1 d43514c1sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

(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)

RIO VISTA ENERGY PARTNERS L.P
(Name of Issuer)
Common Units
(Title of Class of Securities)
767271109
(CUSIP Number)
December 31, 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).

 
 


 

                     
CUSIP No.
 
767271109 
 
 

 

           
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   436,254
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   436,254
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  436,254
     
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):
   
  22.8%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
**SEE ITEM 4(b).

2


 

                     
CUSIP No.
 
767271109 
 
 

 

           
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 (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   436,254
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    436,254
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  436,254
     
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):
   
  22.8%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN
**SEE ITEM 4(b).

3


 

                     
CUSIP No.
 
767271109 
 
 

 

           
1   NAMES OF REPORTING PERSONS:
The Cushing MLP Opportunity Fund I, 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:
   
  Delaware
       
  5   SOLE VOTING POWER:
     
NUMBER OF   405,486
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   405,486
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  405,486
     
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):
   
  21.2%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN
**SEE ITEM 4(b).

4


 

                     
CUSIP No.
 
767271109 
 
 

 

           
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   436,928
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   436,928
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  436,928
     
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):
   
  22.9%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
**SEE ITEM 4(b).

5


 

SCHEDULE 13G/A
     This Amendment No. 5 (“Amendment”) 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 MLP Opportunity Fund I, LP, a Delaware limited partnership (the “Opportunity 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 relates to common units representing limited partner interests, (the “Common Units”) of the Issuer purchased by Swank Income Advisors through the accounts of Swank MLP Convergence Fund, LP, a Texas limited partnership (the “Convergence Fund”), for which Swank Income Advisors serves as the general partner, and the Opportunity Fund. Swank Capital serves as the general partner of Swank Income Advisors and may direct Swank Income Advisors, the general partner of the Convergence Fund, to direct the vote and disposition of the 30,768 Common Units held by the Convergence Fund. As the principal of Swank Capital, Mr. Swank, may direct the vote and disposition of the 30,768 Common Units held by the Convergence Fund. In addition, Mr. Swank may direct the vote and disposition of 674 Common Units held by him in a personal account.
     In addition, Swank Income Advisors serves as the managing member of the entity that controls the general partner and the investment manager of the Opportunity Fund. Swank Capital as the general partner of Swank Income Advisors may direct Swank Income Advisors to direct the vote and disposition of the 405,486 Common Units held by the Opportunity Fund. The Opportunity Fund holds 405,486 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 Common Units held by the Opportunity Fund.
     This Amendment is being filed to amend and restate Item 4 as follows:
Item 4 Ownership.
          Item 4 is hereby amended and restated as follows:
  (a)   Swank Capital and Swank Income Advisors may be deemed the beneficial owners of 436,254 Common Units. Mr. Swank may be deemed the beneficial owner of 436,928 Common Units. The Cushing MLP Opportunity Fund I, LP may be deemed the beneficial owner of 405,486 Common Units.
 
  (b)   Swank Capital and Swank Income Advisors may be deemed the beneficial owners of 22.8% of the outstanding Common Units, Mr. Swank may be deemed the beneficial owner of 22.9% of the outstanding Common Units, and the Opportunity Fund may be deemed the beneficial owner of 21.2% of the outstanding Common Units. These percentages are determined by dividing 436,254 and 436,928 and 405,486, respectively, by 1,910,656, the

6


 

      number of Common Units issued and outstanding as of November 10, 2006, as reported in the Issuer’s quarterly report on Form 10-Q filed November 20, 2006.
 
  (c)   Swank Capital, as the general partner of Swank Income Advisors may direct it to direct the vote and dispose of the 436,254 Common Units held by the Convergence Fund and the Opportunity Fund. As the principal of Swank Capital and Swank Energy Income Advisors, Mr. Swank may direct the vote and disposition of the 436,254 Common Units held by the Convergence Fund and the Opportunity Fund, and may also direct the vote and disposition of 674 Common Units held by him in a personal account. The Opportunity Fund may direct the vote and disposition of the 405,486 Common Units it holds.
     
Exhibits   Exhibit 1
 
  Joint Filing Agreement by and among Swank Capital, L.L.C., Swank Energy Income Advisors, LP, The Cushing MLP Opportunity Fund I, LP and Mr. Jerry V. Swank.

7


 

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 12, 2007
         
  SWANK CAPITAL, L.L.C.
 
 
  By:   /s/ Jerry V. Swank    
    Jerry V. Swank   
    Managing Member   
 
         
  SWANK ENERGY INCOME ADVISORS, LP

By:   Swank Capital, L.L.C., its general partner
 
 
  By:   /s/ Jerry V. Swank    
    Jerry V. Swank   
    Managing Member   
 
         
  THE CUSHING MLP OPPORTUNITY FUND I, LP

By:   Carbon County Partners I, L.P., its general
partner

By:   Carbon County GP I, LLC, its general partner

By:   Swank Energy Income Advisors, L.P., Member

By:   Swank Capital, LLC , its general partner
 
 
  By:   /s/ Jerry V. Swank    
  Name:   Jerry V. Swank   
  Title:   Manager   
 
         
     
  /s/ Jerry V. Swank    
  Jerry V. Swank   
     

8

EX-99.1 2 d43514c1exv99w1.htm JOINT FILING AGREEMENT 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 February 12, 2007.
         
  SWANK CAPITAL, L.L.C.
 
 
  By:   /s/ Jerry V. Swank    
  Jerry V. Swank   
  Managing Member   
 
         
  SWANK ENERGY INCOME ADVISORS, LP

By:   Swank Capital, L.L.C., its general partner
 
 
  By:   /s/ Jerry V. Swank    
  Jerry V. Swank   
  Managing Member   
 

9


 

         
  THE CUSHING MLP OPPORTUNITY FUND I, LP

By:   Carbon County Partners I, L.P., its general partner

By:   Carbon County GP I, LLC, its general partner

By:   Swank Energy Income Advisors, L.P., Member

By:   Swank Capital, LLC , its general partner

 
 
  By:   /s/ Jerry V. Swank    
  Name:   Jerry V. Swank   
  Title:   Manager   
 
         
     
  /s/ Jerry V. Swank    
  Jerry V. Swank   
     
 

10

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