0001193125-12-385196.txt : 20120910 0001193125-12-385196.hdr.sgml : 20120910 20120907174304 ACCESSION NUMBER: 0001193125-12-385196 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120910 DATE AS OF CHANGE: 20120907 GROUP MEMBERS: AIM COAL MANAGEMENT, LLC GROUP MEMBERS: GEORGE E. MCCOWN GROUP MEMBERS: MATTHEW P. CARBONE GROUP MEMBERS: ROBERT B. HELLMAN, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Oxford Resource Partners LP CENTRAL INDEX KEY: 0001412347 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 770695453 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85797 FILM NUMBER: 121081170 BUSINESS ADDRESS: STREET 1: 41 SOUTH HIGH STREET STREET 2: SUITE 3450 CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: (614) 643-0314 MAIL ADDRESS: STREET 1: 41 SOUTH HIGH STREET STREET 2: SUITE 3450 CITY: COLUMBUS STATE: OH ZIP: 43215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIM Oxford Holdings, LLC CENTRAL INDEX KEY: 0001496192 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 950 TOWER LANE STREET 2: SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: (650) 854-6000 MAIL ADDRESS: STREET 1: 950 TOWER LANE STREET 2: SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 SC 13G/A 1 d405205dsc13ga.htm SC 13G/A SC 13G/A

 

 

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 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. 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:

     

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 Issuer’s Third Amended and Restated Agreement of Limited Partnership, filed as Appendix A to the Issuer’s 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 Issuer’s 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:

     

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 Issuer’s Third Amended and Restated Agreement of Limited Partnership, filed as Appendix A to the Issuer’s 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 Issuer’s 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:

     

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 Issuer’s Third Amended and Restated Agreement of Limited Partnership, filed as Appendix A to the Issuer’s 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 Issuer’s 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:

     

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 Issuer’s Third Amended and Restated Agreement of Limited Partnership, filed as Appendix A to the Issuer’s 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 Issuer’s 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:

     

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 Issuer’s Third Amended and Restated Agreement of Limited Partnership, filed as Appendix A to the Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s Third Amended and Restated Agreement of Limited Partnership, filed as Appendix A to the Issuer’s 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 Issuer’s 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