0000950123-11-030533.txt : 20110330 0000950123-11-030533.hdr.sgml : 20110330 20110330105507 ACCESSION NUMBER: 0000950123-11-030533 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110330 DATE AS OF CHANGE: 20110330 GROUP MEMBERS: C&T COAL, INC. GROUP MEMBERS: CHARLES C. UNGUREAN GROUP MEMBERS: THOMAS T. UNGUREAN 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: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85797 FILM NUMBER: 11720784 BUSINESS ADDRESS: STREET 1: 544 Chestnut Str CITY: Coshocton STATE: OH ZIP: 43812 BUSINESS PHONE: 740-622-6302 MAIL ADDRESS: STREET 1: 544 Chestnut Str CITY: Coshocton STATE: OH ZIP: 43812 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: C&T Coal, Inc. CENTRAL INDEX KEY: 0001496262 IRS NUMBER: 260715206 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 41 SOUTH HIGH STREET STREET 2: SUITE 3450 CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 614-643-0337 MAIL ADDRESS: STREET 1: 41 SOUTH HIGH STREET STREET 2: SUITE 3450 CITY: COLUMBUS STATE: OH ZIP: 43215 SC 13G 1 c14847sc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

OXFORD RESOURCE PARTNERS, LP
(Name of Issuer)
COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS
(Title of Class of Securities)
691807101
(CUSIP Number)
DECEMBER 31, 2010
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     o Rule 13d-1(c)

     þ 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
C&T COAL, INC.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  OHIO
       
  5   SOLE VOTING POWER
     
NUMBER OF   3,940,674 (1) (3)
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   3,940,674 (1) (3)
       
WITH: 8   SHARED DISPOSITIVE POWER
     
   
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,940,674 (1) (3)
     
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)
   
  19.1%(2) (3)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
(1) Consists of (i) 473,454 common units (“Common Units”) and (ii) 3,467,220 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 10,330,603 Common Units and 10,280,380 Subordinated Units outstanding as of December 31, 2010, which outstanding unit amounts were provided to the Reporting Persons by the Issuer, C&T Coal, Inc. owns 4.6% of the Common Units and 33.7% of the Subordinated Units (19.1% of the total as-converted units) of the Issuer.
(3) See the “Subsequent Events” section of Item 4 of this Schedule 13G.

Page 2 of 10 Pages

 

                     
CUSIP No.
  
691807101 
  

 

           
1   NAMES OF REPORTING PERSONS
CHARLES C. UNGUREAN
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  U.S. CITIZEN
       
  5   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   3,940,674 (1) (2) (4)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    3,940,674 (1) (2) (4)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,940,674 (1) (2) (4)
     
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)
   
  19.1%(3) (4)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) Consists of (i) 473,454 common units (“Common Units”) and (ii) 3,467,220 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) C&T Coal, Inc. (“C&T Coal”), based on the outstanding membership interests as of December 31, 2010, owns a 33.6% membership interest in Oxford Resources GP, LLC (“Oxford GP”), the general partner of the Issuer. Charles C. Ungurean is a director and President and Chief Executive Officer of Oxford GP. Thomas T. Ungurean is Senior Vice President, Equipment, Procurement & Maintenance of Oxford GP. Charles and Thomas Ungurean ea ch also own 50% of C&T Coal. Charles and Thomas Ungurean may be deemed to indirectly beneficially own the Common Units and Subordinated Units held by C&T Coal, but disclaim beneficial ownership of all such units.
(3) Based on 10,330,603 Common Units and 10,280,380 Subordinated Units outstanding as of December 31, 2010, which outstanding unit amounts were provided to the Reporting Persons by the Issuer, C&T Coal, Inc. owns 4.6% of the Common Units and 33.7% of the Subordinated Units (19.1% of the total as-converted units) of the Issuer.
(4) See the “Subsequent Events” section of Item 4 of this Schedule 13G.

Page 3 of 10 Pages

 

                     
CUSIP No.
  
691807101 
  

 

           
1   NAMES OF REPORTING PERSONS
THOMAS T. UNGUREAN
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  U.S. CITIZEN
       
  5   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   3,940,674 (1) (2) (4)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    3,940,674 (1) (2) (4)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,940,674 (1) (2) (4)
     
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)
   
  19.1%(3) (4)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) Consists of (i) 473,454 common units (“Common Units”) and (ii) 3,467,220 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) C&T Coal, Inc. (“C&T Coal”), based on the outstanding membership interests as of December 31, 2010, owns a 33.6% membership interest in Oxford Resources GP, LLC (“Oxford GP”), the general partner of the Issuer. Charles C. Ungurean is a director and President and Chief Executive Officer of Oxford GP. Thomas T. Ungurean is Senior Vice President, Equipment, Procurement & Maintenance of Oxford GP. Charles and Thomas Ungurean ea ch also own 50% of C&T Coal. Charles and Thomas Ungurean may be deemed to indirectly beneficially own the Common Units and Subordinated Units held by C&T Coal, but disclaim beneficial ownership of all such units.
(3) Based on 10,330,603 Common Units and 10,280,380 Subordinated Units outstanding as of December 31, 2010, which outstanding unit amounts were provided to the Reporting Persons by the Issuer, C&T Coal, Inc. owns 4.6% of the Common Units and 33.7% of the Subordinated Units (19.1% of the total as-converted units) of the Issuer.
(4) See the “Subsequent Events” section of Item 4 of this Schedule 13G.

Page 4 of 10 Pages

 

                     
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:
  C&T Coal, Inc.
Charles C. Ungurean
Thomas T. Ungurean
Item 2(b).   Address of Principal Business Office or, if none, Residence:
  C&T Coal, Inc.
41 South High Street, Suite 3450
Columbus, Ohio 43215-6150
  Charles C. Ungurean
41 South High Street, Suite 3450
Columbus, Ohio 43215-6150
  Thomas T. Ungurean
544 Chestnut Street
Coshocton, Ohio 43812-0427
Item 2(c).   Citizenship:
  C&T Coal, Inc.:               Ohio
Charles C. Ungurean:     U.S. Citizen
Thomas T. Ungurean:     U.S. Citizen
Item 2(d).   Title of Class of Securities:
  Common Units representing Limited Partner Interests
Item 2(e).   CUSIP Number: 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)   o   Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 78c).
 
  (e)   o   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
 
  (f)   o   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
 
  (g)   o   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

Page 5 of 10 Pages

 

                     
CUSIP No.
  
691807101 
  
  (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:                     

 

Page 6 of 10 Pages

 

                     
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.
                         
    C&T Coal, Inc.     Charles C. Ungurean     Thomas T. Ungurean  
(a) Amount beneficially owned:
     3,940,674 (1) (3)     3,940,674 (1) (3)     3,940,674 (1) (3)
(b) Percent of class:
     19.1% (3)     19.1% (3)     19.1% (3)
(c) Number of shares as to which such person has:
                        
(i) Sole power to vote or to direct the vote:
     3,940,674 (1) (3)                
(ii) Shared power to vote or to direct the vote:
             3,940,674 (1)(2)     3,940,674 (1)(2)
(iii) Sole power to dispose or to direct the disposition of:
     3,940,674 (1) (3)                
(iv) Shared power to dispose or to direct the disposition of:
             3,940,674 (1)(2)     3,940,674 (1)(2)
     
(1)   Consists of (i) 473,454 common units (“Common Units”) and (ii) 3,467,220 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)   C&T Coal, Inc. (“C&T Coal”), based on the outstanding membership interests as of December 31, 2010, owns a 33.6% membership interest in Oxford Resources GP, LLC (“Oxford GP”), the general partner of the Issuer. Charles C. Ungurean is a director and President and Chief Executive Officer of Oxford GP. Thomas T. Ungurean is Senior Vice President, Equipment, Procurement & Maintenance of Oxford GP. Charles and Thomas Ungurean each also own 50% of C&T Coal. Charles and Thomas Ungurean may be deemed to indirectly beneficially own the Common Units and Subordinated Units held by C&T Coal, but disclaim beneficial ownership of all such units.
 
(3)   Based on 10,330,603 Common Units and 10,280,380 Subordinated Units outstanding as of December 31, 2010, which outstanding unit amounts were provided to the Reporting Persons by the Issuer, C&T Coal, Inc. owns 4.6% of the Common Units and 33.7% of the Subordinated Units (19.1% of the total as-converted units) of the Issuer.
Subsequent Events
On January 1, 2011, Oxford Resources GP, LLC (“Oxford GP”), the general partner of the Issuer, issued additional membership interests. Subsequent to such issuance, C&T Coal, Inc. owns a 33.4% membership interest in Oxford GP.
On February 28, 2011, C&T Coal, Inc. (“C&T Coal”) disposed of an aggregate of 112,572 Common Units. Subsequent to such disposition, an aggregate of 360,882 Common Units and 3,467,220 Subordinated Units were owned directly by C&T Coal (and indirectly by Charles C. Ungurean and Thomas T. Ungurean), representing 3.5% of the Common Units and 33.7% of the Subordinated Units (18.6% of the total as-converted units) of the Issuer based on the number of Common Units and Subordinated Units outstanding as of February 28, 2011, which outstanding unit amounts were provided to the Reporting Persons by the Issuer.

 

Page 7 of 10 Pages

 

                     
CUSIP No.
  
691807101 
  
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: o
Item 6.   Ownership of More than Five Percent on Behalf of Another Person: N/A
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

 

Page 8 of 10 Pages

 

                     
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: March 30, 2011
         
  C&T COAL, INC.
 		  
  By:   /s/ Charles C. Ungurean    
    Charles C. Ungurean   
    President   
 
     
  /s/ Charles C. Ungurean    
  Charles C. Ungurean   
     
 
     
  /s/ Thomas T. Ungurean    
  Thomas T. Ungurean   
     

 

Page 9 of 10 Pages

 

                     
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 and to all amendments to such statement.
IN WITNESS WHEREOF, the undersigned hereby executed this Agreement as of this 30th day of March, 2011.
         
  C&T COAL, INC.
 		  
  By:   /s/ Charles C. Ungurean    
    Charles C. Ungurean   
    President   
 
     
  /s/ Charles C. Ungurean    
  Charles C. Ungurean   
     
 
     
  /s/ Thomas T. Ungurean    
  Thomas T. Ungurean   
     
 

 

Page 10 of 10 Pages