Rio Vista Energy Partners Lp - Amended Current report filing (8-K/A)
February 05 2008 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 19, 2007
Rio Vista Energy Partners L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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000-50394
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20-0153267
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1313 E. Alton Gloor, Suite J
Brownsville, Texas
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78526
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(956) 831-0886
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N/A
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(Former name or former address if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note
This
Form 8-K/A Amendment No. 2 amends the Current Report on Form
8-K/A Amendment No. 1 filed by Rio Vista Energy Partners L.P. (Rio
Vista) with the Securities and Exchange Commission on
February 4, 2008 (Amendment No. 1) and the
Current Report on Form 8-K filed by Rio Vista on November 26,
2007 (the Initial Report), announcing
the completion of its acquisition of certain assets from GM Oil Properties Inc. (GM Oil) and Penny Petroleum
Corporation (Penny) consisting of the real and personal property interests of GM Oil and Penny in certain oil
and gas properties located in Haskell, McIntosh and Pittsburg counties in Oklahoma and 100% of outstanding
capital stock of MV Pipeline Company (MV) and 100% of the outstanding membership interests of GO LLC (GO).
MV and GO operate oil and gas pipeline businesses located in Haskell
and Pittsburg counties in Oklahoma. This Form 8-K/A Amendment
No. 2 includes the unaudited statements of cash flows for GO and
MV for the nine months ended September 30, 2007 and 2006. The
information previously reported in the Initial Report and Amendment
No. 1 are hereby incorporated by reference into this Form 8-K/A.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
On November 19, 2007, Rio Vista completed the acquisition of GO LLC (GO) and MV Pipeline Company
(MV). Included in this report are the combined audited Financial Statements of GO and MV for the
years ended December 31, 2006 and 2005 and the unaudited balance sheet as of September 30, 2007
and the unaudited statements of income for the nine months ended September 30, 2007 and 2006 and
the unaudited statements of cash flows for the nine months ended September 30, 2007 and 2006.
On November 19, 2007, Rio Vista completed the acquisition of oil and gas properties located in
Haskell, McIntosh and Pittsburg counties in Oklahoma (Properties) from GM Oil Properties Inc.
(GM Oil) and Penny Petroleum Corporation (Penny). Included in this report are audited statements
of revenues and direct operating expenses of the Properties for the year ended December 31, 2006
and the period August 29, 2005 through December 31, 2005 and the unaudited statements of
revenues and direct operating expenses of the Properties for the nine months ended September 30,
2007 and 2006.
(b) Pro Forma Financial Information.
On November 19, 2007, Rio Vista completed the acquisition of assets from GM Oil Properties Inc.
(GM Oil) and Penny Petroleum Corporation (Penny) consisting of the real and personal property
interests of GM Oil and Penny in certain oil and gas properties located in Haskell, McIntosh and
Pittsburg counties in Oklahoma (Properties) and 100% of outstanding capital stock of MV Pipeline
Company (MV) and 100% of the outstanding membership interests of GO LLC (GO). Included in this
report are the Pro Forma Consolidated Balance Sheet of Rio Vista Energy Partners L.P. as of
September 30, 2007 and the consolidated statements of operations for the nine months ended
September 30, 2007 and the year ended December 31, 2006.
(c) Shell Company Transactions. Not applicable.
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(d) Exhibits.
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99.1
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Audited combined Financial Statements of GO LLC and MV Pipeline Company
for the years ended December 31, 2006 and 2005.
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99.2
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Unaudited combined balance sheet of GO LLC and MV Pipeline Company as of
September 30, 2007 and the unaudited combined statements of income of GO
LLC and MV Pipeline Company for the nine months ended September 30, 2007
and 2006 and the unaudited combined statements of cash flows of GO
LLC and MV Pipeline Company for the nine months ended
September 30, 2007 and 2006.
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99.3
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Audited statements of revenues and direct operating expenses of the
Properties for the year ended December 31, 2006 and the period August
29, 2005 through December 31, 2005.
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99.4
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Unaudited statements of revenues and direct operating expenses of the
Properties for the nine months ended September 30, 2007 and 2006.
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99.5
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Pro Forma Consolidated Balance Sheet of Rio Vista Energy Partners L.P.
as of September 30, 2007 and the consolidated statements of operations
for the nine months ended September 30, 2007 and the year ended
December 31, 2006.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
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RIO VISTA ENERGY PARTNERS L.P.
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By:
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Rio Vista GP LLC, its
General Partner
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By:
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/s/ Ian T. Bothwell
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Name:
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Ian T. Bothwell
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Title:
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Acting Chief Executive Officer, Acting
President, Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary
(Principal Executive, Financial and Accounting
Officer)
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Audited combined Financial Statements of MV Pipeline Company and
GO LLC for the year ended December 31, 2006 and the period August
29, 2005 through December 31, 2005
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99.2
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Unaudited combined balance sheet of MV Pipeline Company and GO
LLC as of September 30, 2007 and the unaudited combined
statements of income of MV Pipeline Company and GO LLC for the
nine months ended September 30, 2007 and 2006 and the unaudited
combined statements of cash flows of MV Pipeline and GO
LLC for the nine months ended
September 30, 2007 and 2006.
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99.3
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Audited statements of revenues and direct operating expenses of
the Properties for the year ended December 31, 2006 and the
period August 29, 2005 through December 31, 2005.
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99.4
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Unaudited statements of revenues and direct operating expenses of
the Properties for the nine months ended September 30, 2007 and
2006.
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99.5
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Pro Forma Consolidated Financial Statements of Rio Vista Energy
Partners L.P. for the nine months ended September 30, 2007 and
the year ended December 31, 2006.
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