SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
OXFORD RESOURCE PARTNERS, LP |
(Name of Issuer)
COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS |
(Title of Class of Securities)
691807101 |
(CUSIP Number)
DECEMBER 31, 2011 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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. 691807101 |
1 |
NAMES OF REPORTING PERSONS
AIM OXFORD HOLDINGS, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
7,522,303 (1) | ||||
6 | SHARED VOTING POWER
| |||||
7 | SOLE DISPOSITIVE POWER
7,522,303 (1) | |||||
8 | SHARED DISPOSITIVE POWER
| |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,522,303 (1) | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
36.4% (2) | |||||
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (LIMITED LIABILITY COMPANY) |
(1) | Consists of (i) 709,143 common units (Common Units) and (ii) 6,813,160 subordinated units (Subordinated Units). Each Subordinated Unit converts into one Common Unit at the end of the subordination period (as defined in the Issuers Third Amended and Restated Agreement of Limited Partnership, filed as Appendix A to the Issuers Registration Statement on Form S-1, as amended (No. 333-165662)). |
(2) | Based on 10,399,744 Common Units and 10,280,380 Subordinated Units outstanding as of December 31, 2011, as reflected in the Issuers Annual Report on Form 10-K for the year ended December 31, 2011, AIM Oxford Holdings, LLC owns 6.8% of the Common Units and 66.3% of the Subordinated Units (36.4% of the total as-converted units) of the Issuer. |
CUSIP No. 691807101 |
1 |
NAMES OF REPORTING PERSONS
AIM COAL MANAGEMENT, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
| ||||
6 | SHARED VOTING POWER
7,522,303 (1) (2) | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
7,522,303 (1) (2) | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,522,303 (1) (2) | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
36.4% (3) | |||||
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (LIMITED LIABILITY COMPANY) |
(1) | Consists of (i) 709,143 common units (Common Units) and (ii) 6,813,160 subordinated units (Subordinated Units). Each Subordinated Unit converts into one Common Unit at the end of the subordination period (as defined in the Issuers Third Amended and Restated Agreement of Limited Partnership, filed as Appendix A to the Issuers Registration Statement on Form S-1, as amended (No. 333-165662)). |
(2) | AIM Oxford Holdings, LLC (AIM Oxford Holdings), based on the outstanding membership interests as of December 31, 2011, owns a 65.7% membership interest in Oxford Resources GP, LLC, the general partner of the Issuer. AIM Coal Management, LLC (AIM Coal Management) is the manager of AIM Oxford Holdings. AIM Coal Management may be deemed to indirectly own the units held by AIM Oxford Holdings, but disclaims beneficial ownership of all such units. |
(3) | Based on 10,399,744 Common Units and 10,280,380 Subordinated Units outstanding as of December 31, 2011, as reflected in the Issuers Annual Report on Form 10-K for the year ended December 31, 2011, AIM Oxford Holdings owns 6.8% of the Common Units and 66.3% of the Subordinated Units (36.4% of the total as-converted units) of the Issuer. |
CUSIP No. 691807101 |
1 |
NAMES OF REPORTING PERSONS
MATTHEW P. CARBONE | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
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
| ||||
6 | SHARED VOTING POWER
7,522,303 (1) (2) | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
7,522,303 (1) (2) | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,522,303 (1) (2) | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
36.4% (3) | |||||
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(1) | Consists of (i) 709,143 common units (Common Units) and (ii) 6,813,160 subordinated units (Subordinated Units). Each Subordinated Unit converts into one Common Unit at the end of the subordination period (as defined in the Issuers Third Amended and Restated Agreement of Limited Partnership, filed as Appendix A to the Issuers Registration Statement on Form S-1, as amended (No. 333-165662)). |
(2) | AIM Oxford Holdings, LLC (AIM Oxford Holdings), based on the outstanding membership interests as of December 31, 2011, owns a 65.7% membership interest in Oxford Resources GP, LLC, the general partner of the Issuer. AIM Coal Management, LLC (AIM Coal Management) is the manager of AIM Oxford Holdings. Matthew P. Carbone, a member of AIM Coal Management, and director of the Issuer, has shared voting and investment power over the units held by AIM Oxford Holdings. Mr. Carbone may be deemed to indirectly own the units held by AIM Oxford Holdings, but disclaims beneficial ownership of all such units. |
(3) | Based on 10,399,744 Common Units and 10,280,380 Subordinated Units outstanding as of December 31, 2011, as reflected in the Issuers Annual Report on Form 10-K for the year ended December 31, 2011, AIM Oxford Holdings owns 6.8% of the Common Units and 66.3% of the Subordinated Units (36.4% of the total as-converted units) of the Issuer. |
CUSIP No. 691807101 |
1 |
NAMES OF REPORTING PERSONS
ROBERT B. HELLMAN, JR. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
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
| ||||
6 | SHARED VOTING POWER
7,522,303 (1) (2) | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
7,522,303 (1) (2) | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,522,303 (1) (2) | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
36.4% (3) | |||||
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(1) | Consists of (i) 709,143 common units (Common Units) and (ii) 6,813,160 subordinated units (Subordinated Units). Each Subordinated Unit converts into one Common Unit at the end of the subordination period (as defined in the Issuers Third Amended and Restated Agreement of Limited Partnership, filed as Appendix A to the Issuers Registration Statement on Form S-1, as amended (No. 333-165662)). |
(2) | AIM Oxford Holdings, LLC (AIM Oxford Holdings), based on the outstanding membership interests as of December 31, 2011, owns a 65.7% membership interest in Oxford Resources GP, LLC, the general partner of the Issuer. AIM Coal Management, LLC (AIM Coal Management) is the manager of AIM Oxford Holdings. Robert B. Hellman Jr., a member of AIM Coal Management, has shared voting and investment power over the units held by AIM Oxford Holdings. Mr. Hellman may be deemed to indirectly own the units held by AIM Oxford Holdings, but disclaims beneficial ownership of all such units. |
(3) | Based on 10,399,744 Common Units and 10,280,380 Subordinated Units outstanding as of December 31, 2011, as reflected in the Issuers Annual Report on Form 10-K for the year ended December 31, 2011, AIM Oxford Holdings owns 6.8% of the Common Units and 66.3% of the Subordinated Units (36.4% of the total as-converted units) of the Issuer. |
CUSIP No. 691807101 |
1 |
NAMES OF REPORTING PERSONS
GEORGE E. MCCOWN | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) x
| |||||
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
| ||||
6 | SHARED VOTING POWER
7,522,303 (1) (2) | |||||
7 | SOLE DISPOSITIVE POWER
| |||||
8 | SHARED DISPOSITIVE POWER
7,522,303 (1) (2) | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,522,303 (1) (2) | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
36.4% (3) | |||||
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(1) | Consists of (i) 709,143 common units (Common Units) and (ii) 6,813,160 subordinated units (Subordinated Units). Each Subordinated Unit converts into one Common Unit at the end of the subordination period (as defined in the Issuers Third Amended and Restated Agreement of Limited Partnership, filed as Appendix A to the Issuers Registration Statement on Form S-1, as amended (No. 333-165662)). |
(2) | AIM Oxford Holdings, LLC (AIM Oxford Holdings), based on the outstanding membership interests as of December 31, 2011, owns a 65.7% membership interest in Oxford Resources GP, LLC, the general partner of the Issuer. AIM Coal Management, LLC (AIM Coal Management) is the manager of AIM Oxford Holdings. George E. McCown, a member of AIM Coal Management and director of the Issuer, has shared voting and investment power over the units held by AIM Oxford Holdings. Mr. McCown may be deemed to indirectly own the units held by AIM Oxford Holdings, but disclaims beneficial ownership of all such units. |
(3) | Based on 10,399,744 Common Units and 10,280,380 Subordinated Units outstanding as of December 31, 2011, as reflected in the Issuers Annual Report on Form 10-K for the year ended December 31, 2011, AIM Oxford Holdings, owns 6.8% of the Common Units and 66.3% of the Subordinated Units (36.4% of the total as-converted units) of the Issuer. |
CUSIP No. 691807101
Item 1(a). | Name of Issuer: Oxford Resource Partners, LP |
Item 1(b). | Address of Issuers Principal Executive Offices: |
41 South High Street, Suite 3450
Columbus, Ohio 43215-6150
Item 2(a). | Name of Person(s) Filing: |
AIM Oxford Holdings, LLC
AIM Coal Management, LLC
Matthew P. Carbone
Robert B. Hellman, Jr.
George E. McCown
Item 2(b). | Address of Principal Business Office or, if none, Residence: |
AIM Oxford Holdings, LLC
950 Tower Lane, Suite 800
Foster City, California 94404
AIM Coal Management, LLC
950 Tower Lane, Suite 800
Foster City, California 94404
Matthew P. Carbone
950 Tower Lane, Suite 800
Foster City, California 94404
Robert B. Hellman, Jr.
950 Tower Lane, Suite 800
Foster City, California 94404
George E. McCown
950 Tower Lane, Suite 800
Foster City, California 94404
Item 2(c). | Citizenship: |
AIM Oxford Holdings, LLC: |
Delaware | |
AIM Coal Management, LLC: |
Delaware | |
Matthew P. Carbone: |
U.S. Citizen | |
Robert B. Hellman, Jr.: |
U.S. Citizen | |
George E. McCown: |
U.S. Citizen |
Item 2(d). | Title of Class of Securities: |
Common Units representing Limited Partner Interests
Item 2(e). | CUSIP Number: 691807101 |
CUSIP No. 691807101
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) |
¨ |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | ||
(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c) |
¨ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d) |
¨ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 78c). | ||
(e) |
¨ |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||
(f) |
¨ |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||
(g) |
¨ |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
(h) |
¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) |
¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | ||
(j) |
¨ |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||
(k) |
¨ |
Group, in accordance with § 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
CUSIP No. 691807101
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.
AIM Oxford | AIM Coal | Matthew P. | Robert B. | George E. | ||||||||||||||||
Holdings, LLC | Management, LLC | Carbone | Hellman, Jr. | McCown | ||||||||||||||||
(a) Amount beneficially owned: |
7,522,303 | (1)(3) | 7,522,303 | (1)(3) | 7,522,303 | (1)(3) | 7,522,303 | (1)(3) | 7,522,303 | (1)(3) | ||||||||||
(b) Percent of class: |
36.4 | %(3) | 36.4 | %(3) | 36.4 | %(3) | 36.4 | %(3) | 36.4 | %(3) | ||||||||||
(c) Number of shares as to which such person has: |
||||||||||||||||||||
(i) Sole power to vote or to direct the vote: |
7,522,303 | (1)(3) | ||||||||||||||||||
(ii) Shared power to vote or to direct the vote: |
7,522,303 | (1)(2) | 7,522,303 | (1)(2) | 7,522,303 | (1)(2) | 7,522,303 | (1)(2) | ||||||||||||
(iii) Sole power to dispose or to direct the disposition of: |
7,522,303 | (1)(3) | ||||||||||||||||||
(iv) Shared power to dispose or to direct the disposition of: |
7,522,303 | (1)(2) | 7,522,303 | (1)(2) | 7,522,303 | (1)(2) | 7,522,303 | (1)(2) |
(1) | Consists of (i) 709,143 common units (Common Units) and (ii) 6,813,160 subordinated units (Subordinated Units). Each Subordinated Unit converts into one Common Unit at the end of the subordination period (as defined in the Issuers Third Amended and Restated Agreement of Limited Partnership, filed as Appendix A to the Issuers Registration Statement on Form S-1, as amended (No. 333-165662)). |
(2) | AIM Oxford Holdings, LLC (AIM Oxford Holdings), based on the outstanding membership interests as of December 31, 2011, owns a 65.7% membership interest in Oxford Resources GP, LLC, the general partner of the Issuer. AIM Coal Management, LLC (AIM Coal Management) is the manager of AIM Oxford Holdings. The members of AIM Coal Management, comprised of Matthew P. Carbone and George E. McCown, directors of the Issuer, and Robert B. Hellman Jr., have shared voting and investment power over the units held by AIM Oxford Holdings. AIM Coal Management and Messrs. Carbone, Hellman and McCown may be deemed to indirectly own the units held by AIM Oxford Holdings, but disclaim beneficial ownership of all such units. |
(3) | Based on 10,399,744 Common Units and 10,280,380 Subordinated Units outstanding as of December 31, 2011, as reflected in the Issuers Annual Report on Form 10-K for the year ended December 31, 2011, AIM Oxford Holdings owns 6.8% of the Common Units and 66.3% of the Subordinated Units (36.4% of the total as-converted units) of the Issuer. |
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: ¨
Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Certain private investment funds advised by affiliates of AIM Oxford Holdings are entitled to receive the distributions from, and the proceeds from the sale of, the securities reported as beneficially owned by AIM Oxford Holdings. The following entities are entitled to receive the distributions from, and the proceeds from the sale of, greater than 5% of the outstanding class of Common Units: AIM Coal LLC, American Infrastructure MLP Fund, L.P. and American Infrastructure MLP Private Equity Fund, L.P.
Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: 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: N/A |
CUSIP No. 691807101
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.
Dated: September 7, 2012
AIM OXFORD HOLDINGS, LLC | ||||||
By: | AIM Coal Management, LLC, Its Manager | |||||
By: | /s/ Robert B. Hellman, Jr. | |||||
Robert B. Hellman, Jr. | ||||||
Member | ||||||
AIM COAL MANAGEMENT, LLC | ||||||
By: | /s/ Robert B. Hellman, Jr. | |||||
Robert B. Hellman, Jr. | ||||||
Member | ||||||
/s/ Matthew P. Carbone | ||||||
Matthew P. Carbone | ||||||
/s/ Robert B. Hellman, Jr. | ||||||
Robert B. Hellman, Jr. | ||||||
/s/ George E. McCown | ||||||
George E. McCown |
CUSIP No. 691807101
JOINT FILING AGREEMENT
In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G/A and to all amendments to such statement.
IN WITNESS WHEREOF, the undersigned hereby executed this Agreement as of this 7th day of September, 2012.
AIM OXFORD HOLDINGS, LLC | ||
By: |
AIM Coal Management, LLC, | |
Its Manager | ||
By: |
/s/ Robert B. Hellman, Jr. | |
Robert B. Hellman, Jr. | ||
Member | ||
AIM COAL MANAGEMENT, LLC | ||
By: |
/s/ Robert B. Hellman, Jr. | |
Robert B. Hellman, Jr. | ||
Member |
/s/ Matthew P. Carbone |
Matthew P. Carbone |
/s/ Robert B. Hellman, Jr. |
Robert B. Hellman, Jr. |
/s/ George E. McCown |
George E. McCown |