- Amended Statement of Ownership (SC 13G/A)
March 10 2009 - 1:27PM
Edgar (US Regulatory)
|
|
OMB APPROVAL
|
|
UNITED
STATES
|
OMB Number:
3235-0145
|
|
SECURITIES
AND EXCHANGE COMMISSION
|
Expires: February
28, 2009
|
|
Washington,
D.C. 20549
|
Estimated average burden
|
|
|
hours per response...11
|
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 4.)*
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
|
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
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).
Continued on the
following page
CUSIP No. 320841109
|
|
|
1.
|
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
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group*
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of
Organization
Nevada corporation
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
-0-
|
|
6.
|
Shared Voting Power
400,000 (see notes to Item 4)
|
|
7.
|
Sole Dispositive Power
-0-
|
|
8.
|
Shared Dispositive Power
400,000 (see notes to Item 4)
|
|
|
9.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
400,000 (see notes to Item 4)
|
|
|
10.
|
Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares*
o
|
|
|
11.
|
Percent of Class
Represented by Amount in Row (9)
12.64%(see notes to Item 4)
|
|
|
12.
|
Type of Reporting Person*
(See Instructions)
HC/CO
|
|
|
|
|
|
|
*SEE INSTRUCTIONS BEFORE FILLING
OUT
2
Item 1(a).
|
Name of Issuer:
RIO VISTA ENERGY PARTNERS L.P.
|
Item 1(b).
|
Address of Issuers
Principal Executive Offices:
1313 E. Alton Gloor Blvd., Suite J
Brownsville, Texas 78526
|
|
Item 2(a).
|
Name of Persons Filing:
|
Item 2(b).
|
Address of Principal
Business Office, or if none, Residence:
|
Item 2(c).
|
Citizenship:
The TCW Group, Inc., on behalf of the TCW Business Unit
865 South Figueroa Street
Los Angeles, CA 90017
(a Nevada Corporation)
|
Item 2(d).
|
Title of Class of
Securities:
Common Units
|
Item 2(e).
|
CUSIP Number:
767271109
|
|
Item 3.
|
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:
|
|
(a)
|
o
|
Broker or dealer
registered under section 15 of the Exchange 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 Exchange 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)
|
o
|
An investment adviser 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)
|
x
|
A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(
see
Item 7)
The TCW Group, Inc., on behalf of the TCW Business Unit
|
|
(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).
|
3
Item 4.
|
Ownership**
|
|
The TCW Group, Inc., on
behalf of the Business Unit ***
|
|
(a)
|
Amount beneficially
owned:
400,000 ****
|
|
(b)
|
Percent of class:
12.64% ****
|
|
(c)
|
Number of shares as to
which such person has:
|
|
|
(i)
|
Sole power to vote or to
direct the vote:
none.
|
|
|
(ii)
|
Shared power to vote or to
direct the vote:
400,000 ****
|
|
|
(iii)
|
Sole power to dispose or
to direct the disposition of:
none.
|
|
|
(iv)
|
Shared power to dispose or
to direct the disposition of:
400,000 ****
|
|
Item 5.
|
Ownership of Five Percent or Less
of a Class.
|
|
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
|
|
Item 6.
|
Ownership of More than Five Percent
on Behalf of Another Person.
|
|
Not Applicable
|
|
Item 7.
|
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company.
|
|
See
Exhibit A.
|
|
Item 8.
|
Identification and Classification
of Members of the Group.
|
|
Not Applicable.
See
Exhibit
A.
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
Not Applicable.
|
**
|
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 pursuant to the term of the warrant, Holdings has the
right to exercise the warrant to effectively 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 of February 28, 2009
Holdings and the Issuer agreed to certain modifications involving the Demand
Loan and the Credit Facility. These
modifications include, among other provisions, a limitation on Holdings
right to exercise its warrant with respect to either the Demand Loan or the
amounts due under the Credit Facility.
In particular, Holdings has agreed that it will not (except as to the
right to immediately exercise the warrant to acquire up to 400,000 Units)
exercise any right to acquire Units under the terms of the warrant except
upon prior written notice to the Issuer of not less than sixty-two days. Solely as a result of this modification (and
not as the result of any purchases or sales of Units or rights to Units),
Holdings beneficial ownership interest in the Units of the Issuer has been
reduced from 86.6% (as at January 31, 2009) to 12.64% as reported herein.
|
4
Item 10.
|
Certification.
|
|
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.
|
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 9
th
day of March, 2009.
|
The TCW Group, Inc.,
on behalf of the TCW Business Unit
|
|
|
|
|
By:
|
/s/ Linda D. Barker
|
|
|
Linda D. Barker
Authorized Signatory
|
5
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)
|
|
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.
|
|
|
|
(ii)
|
|
TCW Asset Management
Company, a California corporation and an Investment Adviser registered under
Section 203 of the Investment Advisers Act of 1940.
|
|
|
|
(iii)
|
|
TCW Investment
Management Company, a California corporation and an Investment Adviser
registered under Section 203 of the Investment Advisers Act of 1940.
|
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.
6
Rio Vista Energy Partners (NASDAQ:RVEP)
Historical Stock Chart
From Aug 2024 to Sep 2024
Rio Vista Energy Partners (NASDAQ:RVEP)
Historical Stock Chart
From Sep 2023 to Sep 2024