0000821699-05-000005.txt : 20120625 0000821699-05-000005.hdr.sgml : 20120625 20050408102154 ACCESSION NUMBER: 0000821699-05-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050408 DATE AS OF CHANGE: 20050408 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST ROYALTIES INSTITUTIONAL INCOME FUND VIII B L P CENTRAL INDEX KEY: 0000825886 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752220418 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46861 FILM NUMBER: 05740518 BUSINESS ADDRESS: STREET 1: 407 N BIG SPRING STE 300 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9156869927 MAIL ADDRESS: STREET 1: 407 N BIG SPRING ST STREET 2: STE 300 CITY: MIDLAND STATE: TX ZIP: 79701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST ROYALTIES INC CENTRAL INDEX KEY: 0000821699 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 751917432 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 407 N BIG SPRING STREET SUITE 300 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9156869927 MAIL ADDRESS: STREET 1: 407 N BIG SPRING STREET SUITE 300 CITY: MIDLAND STATE: TX ZIP: 79701 SC 13D/A 1 a13d13swri.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AMENDMENT NO. 13 Southwest Royalties Institutional Income Fund VIII-B, L.P. (Name of Issuer) Limited Partnership Interests (Title of Class of Securities) Not Applicable (CUSIP Number) L. Paul Latham Southwest Royalties, Inc. 6 Desta Drive, Suite 6500 Midland, Texas 79705-5510 (432) 682-6324 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 30, 2005 (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: ? CUSIP No. Not Applicable (1) Names of Reporting Persons Southwest Royalties, Inc. (2) Check the Appropriate Box (a) if a Member of a Group (b) X (3) SEC Use Only (4) Source of Funds WC (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) Not Applicable (6) Citizenship or Place of Organization Delaware corporation Number of Shares/Units Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power 2,550.5 Units (8) Share Voting Power None (9) Sole Dispositive Power 2,550.5 Units (10) Shared Dispositive Power None (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,550.5 Units (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares Not Applicable (13) Percent of Class Represented by Amount in Row (11) 25.1% of class of 10,147 Units (14) Type of Reporting Person CO (Managing General Partner of Issuer) Item 1. Type of Security: Limited Partnership Interests ("Units") Name of Issuer: Southwest Royalties Institutional Income Fund VIII-B, L.P. Address of Issuer's 6 Desta Drive Principal Executive Suite 6500 Offices: Midland, Texas 79705-5510 Item 2(a). Name of Person Filing: Southwest Royalties, Inc. Item 2(b). Address of Principal 6 Desta Drive, Suite 6500 Business Office: Midland, Texas 79705-5510 Item 2(c). Present Occupation: Not Applicable Item 2(d). Criminal Convictions: None Item 2(e). Civil Securities Laws Injunctions or Prohibitions: None Item 2(f). Citizenship: Delaware, U.S.A. Item 3. Source of Funds: Working capital of the Reporting Person. Item 4. Purpose of Transactions: The Reporting Person satisfied the requirements of the Right of Presentment contained in the Issuer's Agreement of Limited Partnership whereby the Reporting Person, as Managing General Partner, agrees to acquire Units from limited partners seeking an exit from the Issuer at a formula price. Item 5. Interest in Securities The Reporting Person, which is the Managing General Partner of the Issuer, holds a total of 2,550.5 Units of limited partnership interests over which it has sole voting and dispositive powers. These Units represent 25.1% of the total 10,147 Units which are issued and outstanding. The purchase transactions which resulted in the ownership of the Reporting Person increasing from 24.8% to 25.1% occurred between January 1, 2005 and March 31, 2005 when the Reporting Person purchased an additional 34 Units as part of the Issuer's Right of Presentment program. The price per unit was $334.73. Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer: Not Applicable Item 7. Material to Be Filed as Exhibits: Not Applicable 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: April 8, 2005 By: /s/ L. Paul Latham ---------------------------------- L. Paul Latham, President and Chief Executive Officer, of Southwest Royalties, Inc. the Managing General Partner