- Statement of Ownership (SC 13G)
November 10 2008 - 1:49PM
Edgar (US Regulatory)
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UNITED
STATES
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OMB APPROVAL
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SECURITIES
AND EXCHANGE COMMISSION
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OMB Number: 3235-0145
Expires: February 28, 2009
Estimated average burden hours per
response
11
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Washington, D.C. 20549
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SCHEDULE
13G
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Under the Securities Exchange Act of 1934
(Amendment No. )*
RIO VISTA ENERGY PARTNERS L.P.
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
x
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*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 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
).
Continued
on the following page
CUSIP
No. 767271109
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1.
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Names
of Reporting Persons
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The TCW Group, Inc., on
behalf of the TCW Business Unit
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2.
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Check
the Appropriate Box if a Member of a Group*
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Nevada corporation
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole
Voting Power
-0-
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6.
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Shared
Voting Power
421,752 (see notes to Item 4)
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7.
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Sole
Dispositive Power
-0-
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8.
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Shared Dispositive Power
421,752 (see notes to Item 4)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
421,752 (see notes to Item 4)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares*
o
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11.
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Percent
of Class Represented by Amount in Row (9)
13.43%(see response to Item 4)
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12.
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Type
of Reporting Person (See Instructions)
HC/CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
2
Item
1(a).
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Name
of Issuer:
RIO VISTA ENERGY PARTNERS L.P.
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Item 1(b).
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Address
of Issuers Principal Executive Offices:
1313 E. Alton Gloor Blvd., Suite J
Brownsville,
Texas 78526
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Item 2(a).
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Name
of Persons Filing:
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Item 2(b).
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Address
of Principal Business Office, or if None, Residence:
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Item 2(c).
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Citizenship:
The TCW Group, Inc., on behalf of the TCW Business Unit
865
South Figueroa Street
Los
Angeles, CA 90017
(a
Nevada Corporation)
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Item 2(d).
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Title
of Class of Securities:
Common Units
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Item 2(e).
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CUSIP
Number:
767271109
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Item 3.
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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:
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(a)
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o
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Broker
or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
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(b)
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o
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance
company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
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(d)
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o
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Investment
company registered under Section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
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(e)
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o
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
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(g)
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x
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A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(
see
Item 7)
The TCW Group, Inc., on behalf of the TCW Business Unit
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(h)
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o
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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o
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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);
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(j)
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o
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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3
Item 4.
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Ownership
**
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The TCW
Group, Inc., on behalf of the Business Unit ***
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(a)
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Amount
beneficially owned:
421,752
****
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(b)
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Percent
of class:
13.43%
****
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(c)
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Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote:
none.
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(ii)
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Shared
power to vote or to direct the vote:
421,752
****
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(iii)
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Sole
power to dispose or to direct the disposition of:
none.
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(iv)
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Shared
power to dispose or to direct the disposition of:
421,752****
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**
The filing of this Schedule 13G shall
not be construed as an admission that the reporting person or any of its
affiliates is, for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, the beneficial owner of any securities covered
by this Schedule 13G. In addition, the
filing of this Schedule 13G shall not be construed as an admission that the
reporting person or any of its affiliates is the beneficial owner of any
securities covered by this Schedule 13G for any other purposes than Section 13(d) of
the Securities Exchange Act of 1934.
***
See Exhibit A
****
Ownership is calculated on the
basis of the currently exercisable portion of a warrant issued by the Issuer to
TCW Energy Funds X Holdings, L.P. (Holdings), a member company of the TCW
Business Unit. The warrant provides that
Holdings may, until a demand loan (Demand Loan) advanced by a member company
of the TCW Business Unit is repaid in full, purchase Common Units in the Issuer
in an amount determined by dividing the outstanding principal amount then owed
on the Demand Loan by an exercise price equal to the lower of: (A) $13.33
per Common Unit and (B) 90% multiplied by the average of the closing
prices for a Common Unit for the 20 trading days immediately preceding the date
of Holdings election to exercise. No
such election has been made to date. For
purposes of determining the number of Common Units held as reported herein, the
Reporting Person has calculated the number of Common Units to which it would
have been entitled had it exercised its right to acquire all of the Common
Units to which it would have been entitled as at the close of business on October 31,
2008. As at that date, the principal
amount of the Demand Loan was $2.25 million and 90% of the average of the
closing prices for the 20 preceding trading days was $5.3348, resulting in the
Reporting Person having the right to acquire 421,752 Common Units as at the end
of October 2008.
The 421,752
Common Units reported herein does not include certain additional Common Units
that could be acquired by the Reporting Person after November 19, 2008 in
respect of amounts advanced to the Issuer by the Reporting Person under a
senior secured credit facility Under the
terms of the warrant, after November 19, 2008, the Holder may convert the
debt owed under the credit facility (net of the Demand Loan, but including accrued
interest and expenses on the remaining principal amount) into additional Common
Units of the Issuer at a price equal to 90% of the 20-day average trading price
of such units preceding the election to convert. Net of the Demand Loan portion, a total of
$22.45 million was outstanding under the facility as at October 31,
2008. The trading data for determining
the conversion price as of the first day (November 20, 2008) such
outstanding amounts could be converted is not available. As a result, it is presently not possible to
report the number of additional Common Units the Reporting Person would be
entitled to acquire, assuming that there are amounts due under the credit
facility at November 20, 2008.
4
Item 5.
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Ownership
of Five Percent or Less of a Class.
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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
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N/A
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Item 6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Various
persons other than as described in Item 4 have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Units of Rio Vista Energy Partners L.P.
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
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See
Exhibit A.
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Item 8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
See
Exhibit A.
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Item 9.
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Notice of
Dissolution of Group.
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Not
applicable.
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Item 10.
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Certification.
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Because
this statement is filed pursuant to Rule 13d-1(b), the following
certification is included:
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and 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.
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5
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 this 7
th
day of November,
2008.
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The TCW Group, Inc., on behalf of the
TCW Business Unit
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By:
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/s/ Linda D. Barker
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Linda D. Barker
Authorized Signatory
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6
EXHIBIT A
RELEVANT SUBSIDIARIES OF PARENT HOLDING
COMPANY
PART A: TCW Entities
Parent Holding Company
:
The TCW Group, Inc.
Relevant Subsidiaries that are persons described in Rule 13d-1(b)
:
(i)
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TCW Asset Management Company, a California corporation and an
Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940.
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This Schedule 13G is being filed by the TCW Group, Inc., a Nevada
corporation (TCW), on behalf of itself and its direct and indirect
subsidiaries, which collectively constitute The TCW Group, Inc. business
unit (the TCW Business Unit or the Reporting Person). The TCW Business Unit is primarily engaged in
the provision of investment management services. As of July 6, 2001, the ultimate parent
company of TCW is Société Générale, S.A., a corporation formed under the laws
of France (SG). The principal business
of SG is acting as a holding company for a global financial services group,
which includes certain distinct specialized business units that are
independently operated, including the TCW Business Unit.
SG, for purpose of the federal securities laws, may be deemed ultimately
to control TCW and the TCW Business Unit.
SG, its executive officers and directors, and its direct and indirect
subsidiaries (including all business units except the TCW Business Unit), may
beneficially own shares of the securities of the issuer to which this schedule
relates (the Common Units) and such Common Units are not reported in this
statement. In accordance with Securities
and Exchange Commission (SEC) Release No. 34-39538 (January 12,
1998), and due to the separate management and independent operation of its
business units, SG disclaims beneficial ownership of Common Units beneficially
owned by the Reporting Person. The
Reporting Person disclaims beneficial ownership of Common Units beneficially
owned by SG and any of SGs other business units.
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