0001144204-11-034996.txt : 20110610 0001144204-11-034996.hdr.sgml : 20110610 20110609193942 ACCESSION NUMBER: 0001144204-11-034996 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110610 DATE AS OF CHANGE: 20110609 GROUP MEMBERS: CARTER MONTGOMERY GROUP MEMBERS: CENTRAL ENERGY, LLC GROUP MEMBERS: IMAD K. ANBOUBA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80347 FILM NUMBER: 11904146 BUSINESS ADDRESS: STREET 1: 8150 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 1525 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: (214) 360-7480 MAIL ADDRESS: STREET 1: 8150 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 1525 CITY: DALLAS STATE: TX ZIP: 75206 FORMER COMPANY: FORMER CONFORMED NAME: RIO VISTA ENERGY PARTNERS LP DATE OF NAME CHANGE: 20030821 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Central Energy, L.P. CENTRAL INDEX KEY: 0001507047 IRS NUMBER: 272399300 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8150 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 1525 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: (214) 378-5800 MAIL ADDRESS: STREET 1: 8150 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 1525 CITY: DALLAS STATE: TX ZIP: 75206 SC 13D/A 1 v225523_sc13da.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
 
Central Energy Partners LP
(Name of Issuer)
 
Common Units
(Title of Class of Securities)
 
153423108
(CUSIP Number)

Ian T. Bothwell
8150 North Central Expressway, Suite 1525
Dallas, Texas 75206
(214) 360-7480
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 
May 25, 2011
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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 N0.: 153423108
1)
NAME OF REPORTING PERSON
   
 
Central Energy, LP
     
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
       
(b) o
3)
SEC Use Only
4)
SOURCE OF FUNDS
WC
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 
PURSUANT TO ITEMS 2(d) OR 2(e)
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
7)
SOLE VOTING POWER
  
SHARES
      
BENEFICIALLY
8)
SHARED VOTING POWER
0 (see Item 6)
OWNED BY
      
EACH
9)
SOLE DISPOSITIVE POWER
  
REPORTING
      
PERSON WITH
10)
SHARED DISPOSITIVE POWER
0 (see Item 6)
       
11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         
   
0 (see Item 6)
12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
CERTAIN SHARES
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  0% (see Item 6)
14)
TYPE OF REPORTING PERSON
PN
 
 
 
 
 
CUSIP N0.: 153423108
1)
NAME OF REPORTING PERSON
   
 
Central Energy, LLC
     
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
       
(b) o
3)
SEC Use Only
4)
SOURCE OF FUNDS
AF
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 
PURSUANT TO ITEMS 2(d) OR 2(e)
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
7)
SOLE VOTING POWER
  
SHARES
      
BENEFICIALLY
8)
SHARED VOTING POWER
0 (see Item 6)
OWNED BY
      
EACH
9)
SOLE DISPOSITIVE POWER
  
REPORTING
      
PERSON WITH
10)
SHARED DISPOSITIVE POWER
0 (see Item 6)
       
11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         
   
0 (see Item 6)
12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
CERTAIN SHARES
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  0% (see Item 6)
14)
TYPE OF REPORTING PERSON
OO
 
 
 
 
 
CUSIP N0.: 153423108
1)
NAME OF REPORTING PERSON
   
 
Imad K. Anbouba
     
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
       
(b) o
3)
SEC Use Only
4)
SOURCE OF FUNDS
AF
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 
PURSUANT TO ITEMS 2(d) OR 2(e)
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
7)
SOLE VOTING POWER
  
SHARES
      
BENEFICIALLY
8)
SHARED VOTING POWER
0 (see Item 6)
OWNED BY
      
EACH
9)
SOLE DISPOSITIVE POWER
  
REPORTING
      
PERSON WITH
10)
SHARED DISPOSITIVE POWER
0 (see Item 6)
       
11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         
   
0 (see Item 6)
12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
CERTAIN SHARES
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  0% (see Item 6)
14)
TYPE OF REPORTING PERSON
IN
 
 
 
 
 
CUSIP N0.: 153423108
1)
NAME OF REPORTING PERSON
   
 
Carter Montgomery
     
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
       
(b) o
3)
SEC Use Only
4)
SOURCE OF FUNDS
AF
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 
PURSUANT TO ITEMS 2(d) OR 2(e)
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
7)
SOLE VOTING POWER
  
SHARES
      
BENEFICIALLY
8)
SHARED VOTING POWER
0 (see Item 6)
OWNED BY
      
EACH
9)
SOLE DISPOSITIVE POWER
  
REPORTING
      
PERSON WITH
10)
SHARED DISPOSITIVE POWER
0 (see Item 6)
       
11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         
   
0 (see Item 6)
12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
CERTAIN SHARES
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  0% (see Item 6)
14)
TYPE OF REPORTING PERSON
IN
 
 
 
 
 
ITEM 1. SECURITY AND ISSUER

This Amendment No. 1 (this “Amendment No. 1”) to the Schedule 13D supplements and amends the Statement on Schedule 13D of Central Energy, LP, Central Energy, LLC, Imad K. Anbouba and Carter R. Montgomery originally filed on January 11, 2011 (the “Schedule 13D”) relating to the common units representing limited partner interests (the “Common Units”) of Central Energy Partners LP (f/k/a Rio Vista Energy Partners, L.P.), a Delaware limited partnership (the “Issuer”).  The address of the principal executive offices of the Issuer is 8150 North Central Expressway, Suite 1525, Dallas, Texas 75206.
 
Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D. Capitalized terms defined in the Schedule 13D are used herein with their defined meaning.

ITEM 2. IDENTITY AND BACKGROUND
 
Item 2 of Schedule 13D is amended and restated in its entirety by the following:
 
·           Central Energy, LP, a Delaware limited partnership,
 
·           Central Energy, LLC, a Delaware limited liability company,
 
·           Imad K. Anbouba, a United States citizen (“Mr. Anbouba”), and
 
·           Carter Montgomery, a United States citizen (“Mr. Montgomery”).
 
The Common Units beneficially owned by the Reporting Persons are owned directly by Central Energy, LP.  Central Energy, LLC is the general partner of Central Energy, LP.  Messrs. Anbouba and Montgomery are the controlling persons of Central Energy, LLC as each owns 50% of its limited liability membership interests.  As a result, Messrs. Anbouba and Montgomery may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be the beneficial owners of all of the Common Units directly held by Central Energy, LP.
 
The principal business address for each of Central Energy, LP, Central Energy, LLC and Messrs. Anbouba and Montgomery is 8150 North Central Express Way,  Suite 1525,  Dallas, Texas 75206.
 
The principal business of Central Energy, LP is that of a private investment fund engaged in the purchase and sale of securities for its own account and the accounts of accredited investors.  The principal business of Central Energy, LLC is providing investment management services.  Mr. Anbouba’s principal occupation is serving as the President of MarJam Global Holdings, Inc. and he also serves as a member of the Board of Directors and the Co-President of Central Energy GP LLC (f/k/a Rio Vista GP, LLC), a Delaware limited liability company and the general partner of the Issuer (the “General Partner”).  Mr. Montgomery’s principal occupation is serving as the Co-President of the General Partner and he also serves as a member of the Board of Directors of the General Partner.
 
During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
 
 
 
 
Pursuant to Rule 13d-4 of the Exchange Act, each Reporting Person expressly declares that the filing of this Schedule 13D shall not be construed as an admission that such person is, for purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this Schedule 13D held by any other person.
 
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which was filed as Exhibit 1 to Schedule 13D, pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act.  The Reporting Persons may be considered a “group” under Section 13(d)(3) of the Exchange Act.  However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists and the Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Amendment No. 1.
 
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 
Not applicable.
 
ITEM 4. PURPOSE OF TRANSACTION
 
Item 4 of the Schedule 13D is amended and restated in its entirety by the following:

Central Energy, LP acquired the Common Units of the Issuer in connection with its acquisition of the membership interests of the General Partner, in order to acquire control of the Issuer for the purpose of (i) causing the Issuer to engage in a program of acquiring midstream master limited partnership qualified oil and gas assets and (ii) conducting such other business as permitted by the Issuer’s limited partnership agreement, as amended from time to time.
 
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
 
Item 5 of the Schedule 13D is hereby amended and restated in its entirety by the following:
 
Central Energy, LP acquired 12,724,019 Common Units, which represented 80% of the issued and outstanding Common Units on a fully-diluted basis from the Issuer pursuant to a Securities Purchase and Sale Agreement dated May 25, 2010, as amended, by and among the Issuer, Penn Octane Corporation (“Penn Octane”), Central Energy, LP and Central Energy, LLC, the General Partner of Central Energy, LP.  Pursuant to the terms of the Agreement, in exchange for cash consideration of $3,950,291 or approximately $0.31 per Common Unit.  In addition, Penn Octane, sold its 75% interest and caused to be sold the remaining 25% interest held by a third party of the limited liability company interests in Central Energy GP LLC (the “General Partner”) to Central Energy, LP.

Messrs. Imad K. Anbouba and Carter R. Montgomery each own 50% of the membership interests of Central Energy, LLC and serve as Co-Presidents and Directors of the General Partner.
 
 
 
 
 
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
 
Reference is made to the disclosure set forth under Item 5 of this Schedule 13D, which disclosure is incorporated herein by reference. In connection with the transactions described in Item 5 of this Schedule 13D, the General Partner and the Limited Partners of Central Energy, LP entered into an Agreement of Limited Partnership dated April 19, 2010 (the “Central Energy LP Agreement”), a copy of which was filed as Exhibit 2 to the Schedule 13D.  Pursuant to Section 15(c) of the Central Energy LP Agreement, its general partner is obligated to distribute to its Limited Partners,  pro rata,  the Common Units of the Issuer, which were acquired by Central Energy, LP in the transaction described more fully above in Item 5.  A copy of the Form of the Subscription Agreement entered into by each Limited Partner was filed as Exhibit 3 to the Schedule 13D.
 
On May 26, 2011, Central Energy, LP distributed 12,469,535 Common Units to the Limited Partners. The schedule setting forth the names of the Limited Partners and the respective number of Common Units each Limited Partner received pursuant to the Central Energy LP Agreement is set forth in the Schedule 13D and incorporated herein by reference. On June 8, 2011, Central Energy, LP admitted Mr. W. Byron Dunn as a Limited Partner and distributed the remaining 254,484 Common Units to him. As a result, Central Energy, LP no longer holds any Common Units and neither Central Energy, LLC nor Messrs Imad K. Anbouba or Carter R. Montgomery or beneficial owners of any Common Units.
 
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
 
None.
 
 
 
 
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and correct.

Dated: June 10, 2011
 
CENTRAL ENERGY, LP
  
 
By: Central Energy, LLC, its General Partner
     
 
By:
/s/ Imad K. Anbouba
  
 
Name: Imad K. Anbouba
  
 
Title: Managing Member
  
     
 
CENTRAL ENERGY, LLC
  
     
 
By:
/s/ Imad K. Anbouba
  
 
Name: Imad K. Anbouba
  
 
Title: Managing Member
  
     
 
/s/ Imad K. Anbouba
  
 
Name: Imad K. Anbouba
  
     
 
/s/ Carter Montgomery
  
 
Name: Carter Montgomery