- Amended Statement of Ownership (SC 13G/A)
January 12 2009 - 2:42PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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OMB
APPROVAL
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Washington,
DC 20549
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OMB Number: 3235-0145
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Expires: February 28, 2009
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Estimated average burden
hours per response
11
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SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 2.)*
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. 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
33,502,660 (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
33,502,660 (see notes to Item 4)
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
33,502,660 (see notes to Item 4)
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
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o
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11.
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Percent of Class
Represented by Amount in Row (9)
92.38%(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
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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
§ 240.13d1(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:
33,502,660 ****
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(b)
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Percent of class:
92.38% ****
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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
33,502,660 ****
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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
33,502,660 ****
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**
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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.
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***
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See Exhibit A
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*****
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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 $23.26 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 December, 2008, it would have been entitled to
receive 33,502,660 Common Units or 92.38% of the total, as calculated in
accordance with the rules under Section 13(d).
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5
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,
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 12th day of January, 2009.
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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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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.
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