- Amended Statement of Ownership (SC 13G/A)
December 09 2008 - 5:10PM
Edgar (US Regulatory)
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OMB
APPROVAL
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UNITED
STATES
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OMB Number: 3235-0145
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SECURITIES
AND EXCHANGE COMMISSION
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Expires: February 28, 2009
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Washington, D.C. 20549
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Estimated average burden
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hours per response
11
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SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 persons 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
).
CUSIP
No. 320841109
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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
7,862,578 (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
7,862,578 (see notes to Item 4)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
7,862,578 (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)
74.00%(see notes 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.
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(a).
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Name
of Issuer:
RIO VISTA ENERGY PARTNERS L.P.
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(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.
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(a).
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Name
of Persons Filing:
The TCW Group, Inc., on behalf of the TCW Business Unit
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(b).
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Address
of Principal Business Office, or if None, Residence:
865 South Figueroa Street
Los Angeles, CA 90017
(a Nevada Corporation)
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(c).
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Citizenship:
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(d).
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Title
of Class of Securities:
Common Units
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(e).
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CUSIP
Number:
767271109
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3
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 § 240.13d1(b)(1)(ii)(J).
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4
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:
7,862,578****
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(b)
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Percent
of class:
74.00%****
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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:
7,862,578
****
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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:
7,862,578
****
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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. In addition, Holdings has
the right (commencing November 19, 2008) to convert debt owed by the Issuer
under a senior credit facility (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. As at November 30, 2008,
Holdings had the right to convert $2.25 million under the terms of the Demand
Loan and $22.99 million under the terms of the Credit Facility. Holdings has not elected to convert any
portion of either the Demand Loan or the Credit Facility as of the date of
this filing. Assuming that Holdings had made an election to
convert all of the outstanding amounts under the Credit Facility and the
Demand Note, as at the end of November, 2008, it would have been entitled to
receive 7,862,578 Common Units or 74.00% of the total, as calculated in
accordance with the rules under Section 13(d).
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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 .
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. The
following persons 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,
with respect to more than 5% of the Issuers Common Units: Alaska Retirement
Management Board, Missouri State Employees Retirement System, Ensign Peak
Advisors, Inc. and ING Life Insurance and Annuity Company.
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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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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 9th day of December, 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
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Authorized
Signatory
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001).
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7
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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Trust
Company of the West, a California corporation and a bank as defined in
Section 3(a)(6) of the Securities Exchange Act of 1934.
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(ii)
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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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(iii)
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TCW
Investment 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.
8
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