-----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, MZzu+ft+mRp0artOkKW4FO2RmKnpni7DPHVT1dwK4Ti/34irVTlxgE+G/kBAgNaZ 50crenUIebAPAN5W7hvy6Q== 0000950123-11-013865.txt : 20110214 0000950123-11-013865.hdr.sgml : 20110214 20110214182530 ACCESSION NUMBER: 0000950123-11-013865 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: CUSHING MLP OPPORTUNITY FUND I, LP GROUP MEMBERS: JERRY V. SWANK GROUP MEMBERS: SWANK ENERGY INCOME ADVISORS LP KA CUSHING MLP ASSET MGT LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENN OCTANE CORP CENTRAL INDEX KEY: 0000893813 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 521790357 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46901 FILM NUMBER: 11609001 BUSINESS ADDRESS: STREET 1: 77-530 ENFIELD LANE BLDG D CITY: PALM DESERT STATE: CA ZIP: 92211 BUSINESS PHONE: 7607729080 MAIL ADDRESS: STREET 1: 77-530 ENFIELD LANE BLDG D CITY: PALM DESERT STATE: CA ZIP: 92211 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL ENERGY DEVELOPMENT CORP DATE OF NAME CHANGE: 19940302 FORMER COMPANY: FORMER CONFORMED NAME: RUSSIAN FUND DATE OF NAME CHANGE: 19940302 FORMER COMPANY: FORMER CONFORMED NAME: KALININGRAD FUND DATE OF NAME CHANGE: 19930106 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 c12527sc13gza.htm SC 13G/A sc13gza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

Penn Octane Corporation
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
707573101
(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:

     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.
 
707573101 
 

 

           
1   NAMES OF REPORTING PERSONS
Cushing MLP Opportunity Fund I, LP
     
     
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   871,300
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   871,300
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  871,300
     
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)
   
  5.7%**
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
**SEE ITEM 4(b).

2


 

                     
CUSIP No.
 
707573101 
 

 

           
1   NAMES OF REPORTING PERSONS
Swank Capital, L.L.C.
     
     
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   1,451,215
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,451,215
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,451,215
     
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)
   
  9.4%**
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
**SEE ITEM 4(b).

3


 

                     
CUSIP No.
 
707573101 
 

 

           
1   NAMES OF REPORTING PERSONS
Swank Energy Income Advisors, LP (n/k/a Cushing MLP Asset Management, LP)
     
     
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   1,451,215
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,451,215
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,451,215
     
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)
   
  9.4%**
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN, IA
**SEE ITEM 4(b).

4


 

                     
CUSIP No.
 
707573101 
 

 

           
1   NAMES OF REPORTING PERSONS
Jerry V. Swank
     
     
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   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,451,215
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,451,215
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,451,215
     
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)
   
  9.4%**
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
**SEE ITEM 4(b).

5


 

SCHEDULE 13G/A
This Amendment No. 6 (this “Amendment”) to the Schedule 13G (the “Schedule 13G”) is being filed on behalf of Cushing MLP Opportunity Fund I, LP, a Delaware limited partnership (the “Fund”), Swank Capital, L.L.C., a Texas limited liability company (“Swank Capital”), Swank Energy Income Advisors, LP (n/k/a Cushing MLP Asset Management, LP), a Texas limited partnership (“Swank Advisors”), and Mr. Jerry V. Swank, the principal of Swank Capital and Swank Advisors, relating to Common Stock, par value $.01 (the “Common Stock”), of Penn Octane Corporation, a Delaware corporation (the “Issuer”).
This Schedule 13G relates to shares of Common Stock of the Issuer purchased by Swank Advisors through the accounts of the Fund and certain other private funds and managed accounts (collectively, the “Swank Accounts”). The Fund may direct the vote and disposition of the 871,300 shares of Common Stock it holds directly. Swank Advisors serves as the investment adviser to the Fund and the Swank Accounts and may direct the vote and disposition of the 1,451,215 shares of Common Stock held by the Fund and the Swank Accounts. Swank Capital serves as the general partner of Swank Advisors and may direct Swank Advisors to direct the vote and disposition of the 1,451,215 shares of Common Stock held by the Fund and the Swank Accounts. As the principal of Swank Capital, Mr. Swank may direct the vote and disposition of the 1,451,215 shares of Common Stock held by the Fund and the Swank Accounts.
This Amendment amends and restates the Schedule 13G as follows.
Item 1(a)  
Name of Issuer.
 
Penn Octane Corporation
Item 1(b)  
Address of Issuer’s Principal Executive Offices.
 
77-530 Enfield Lane, Bldg. D
Palm Desert, California 92211
Item 2(a)  
Name of Person Filing.
 
Cushing MLP Opportunity Fund I, LP (the “Fund”), Swank Capital, L.L.C. (“Swank Capital”), Swank Energy Income Advisors, LP (n/k/a Cushing MLP Asset Management, LP) (“Swank Advisors”) and Mr. Jerry V. Swank.
Item 2(b)  
Address of Principal Business Office, or, if none, Residence.
 
8117 Preston Road, Suite 440
Dallas, Texas 75225
Item 2(c)  
Citizenship or Place of Organization.
 
The Fund is a limited partnership organized under the laws of the State of Delaware. Swank Capital is a limited liability company organized under the laws of the State of Texas. Swank Advisors is a limited partnership organized under the laws of the State of Texas. Mr. Swank is the principal of Swank Capital and Swank Advisors, and is a United States citizen.

 

6


 

Item 2(d)  
Title of Class of Securities.
 
Common Stock, par value $.01 (the “Common Stock”).
Item 2(e)  
CUSIP Number.
 
707573101
Item 3  
Reporting Person.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), 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. 80a-8).
 
  (e) þ 
An investment advisor 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).
 
  (h) o 
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
  (i) o 
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
 
  (j) o 
Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

7


 

Item 4  
Ownership.
  (a)  
The Fund is the beneficial owner of 871,300 shares of Common Stock. Swank Capital, Swank Advisors and Mr. Swank are the beneficial owners of 1,451,215 shares of Common Stock.
 
  (b)  
The Fund is the beneficial owner of 5.7% of the outstanding shares of Common Stock and Swank Capital, Swank Advisors and Mr. Swank are the beneficial owners of 9.4% of the outstanding shares of Common Stock. These percentages are determined by dividing 871,300 and 1,451,215, respectively, by 15,416,187, the number of shares of Common Stock issued and outstanding as of May 1, 2009, as reported in the Issuer’s most recent Form 10-Q filed on May 20, 2009.
 
  (c)  
The Fund may direct the vote and disposition of the 871,300 shares of Common Stock it holds directly. Swank Advisors, as the investment adviser to the Fund and the Swank Accounts, may direct the vote and disposition of the 1,451,215 shares of Common Stock held by the Fund and the Swank Accounts. Swank Capital, as the general partner of Swank Advisors, may direct it to direct the vote and dispose of the 1,451,215 shares of Common Stock held by the Fund and the Swank Accounts. As the principal of Swank Capital, Mr. Swank may direct the vote and disposition of the 1,451,215 shares of Common Stock held by the Fund and the Swank Accounts.
Item 5  
Ownership of Five Percent or Less of a Class.
 
Inapplicable.
Item 6  
Ownership of More Than Five Percent on Behalf of Another Person.
 
Inapplicable.
Item 7  
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
 
Inapplicable.
Item 8  
Identification and Classification of Members of the Group.
 
Inapplicable.
Item 9  
Notice of Dissolution of Group.
 
Inapplicable.

 

8


 

Item 10  
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits  
Exhibit 99.1
 
Joint Filing Agreement dated February 14, 2011, by and among the Fund, Swank Capital, Swank Advisors and Mr. Swank.

 

9


 

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 14, 2011
         
  CUSHING MLP OPPORTUNITY FUND I, LP
 
 
  By:   Swank Energy Income Advisors, LP (n/k/a Cushing MLP Asset Management, LP), its investment adviser   
       
  By:   Swank Capital, L.L.C., its general partner    
     
  By:      
    Jerry V. Swank   
    Managing Member   
 
  SWANK CAPITAL, L.L.C.
 
 
  By:      
    Jerry V. Swank   
    Managing Member   
 
  SWANK ENERGY INCOME ADVISORS, LP (N/K/A CUSHING MLP ASSET MANAGEMENT, LP)
 
 
  By:   Swank Capital, L.L.C., its general partner    
     
  By:      
    Jerry V. Swank   
    Managing Member   
     
     
  Jerry V. Swank   
       

 

10

EX-99.1 2 c12527exv99w1.htm EX-99.1 exv99w1
         
EXHIBIT 99.1
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 Stock, par value $.01, of Penn Octane Corporation, a Delaware corporation, 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 14, 2011.
         
  CUSHING MLP OPPORTUNITY FUND I, LP
 
 
  By:  Swank Energy Income Advisors, LP (n/k/a Cushing MLP Asset Management, LP), its investment adviser   
     
  By:   Swank Capital, L.L.C., its general partner    
     
  By:      
    Jerry V. Swank   
    Managing Member   
 
  SWANK CAPITAL, L.L.C.
 
 
  By:      
    Jerry V. Swank   
    Managing Member  

 

1


 

         
  SWANK ENERGY INCOME ADVISORS, LP (N/K/A CUSHING MLP ASSET MANAGEMENT, LP)

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

 

2

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