sc13g

0000950134-06-005175.txt : 20060315 0000950134-06-005175.hdr.sgml : 20060315 20060315163440 ACCESSION NUMBER: 0000950134-06-005175 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060315 DATE AS OF CHANGE: 20060315 GROUP MEMBERS: JERRY V SWANK GROUP MEMBERS: SWANK ENERGY INCOME ADVISORS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENESIS ENERGY LP CENTRAL INDEX KEY: 0001022321 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM BULK STATIONS & TERMINALS [5171] IRS NUMBER: 760513049 STATE OF INCORPORATION: DE FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80776 FILM NUMBER: 06688656 BUSINESS ADDRESS: STREET 1: 500 DALLAS SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138602500 MAIL ADDRESS: STREET 1: 500 DALLAS SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Swank Group, LLC CENTRAL INDEX KEY: 0001354709 IRS NUMBER: 752868777 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3300 OAK LAWN AVENUE STREET 2: SUITE 650 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 214.692.6334 MAIL ADDRESS: STREET 1: 3300 OAK LAWN AVENUE STREET 2: SUITE 650 CITY: DALLAS STATE: TX ZIP: 75219 SC 13G 1 d34111sc13g.htm SCHEDULE 13G sc13g


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Genesis Energy, L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

371927104

(CUSIP Number)

September 14, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

þ 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 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 (“Act”) 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		371927104


1	NAMES OF REPORTING PERSONS: Swank Group, LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Texas

		5	SOLE VOTING POWER:

NUMBER OF			1,110,900

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,110,900

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,110,900

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	8.1%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


		*SEE INSTRUCTIONS BEFORE FILLING OUT

		**SEE ITEM 4(b).


CUSIP No.		371927104


1	NAMES OF REPORTING PERSONS: Swank Energy Income Advisors, LP

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Texas

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,110,900

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			1,110,900

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,110,900

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	8.1%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


		*SEE INSTRUCTIONS BEFORE FILLING OUT

		**SEE ITEM 4(b).


CUSIP No.		371927104


1	NAMES OF REPORTING PERSONS: Jerry V. Swank

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	U.S. Citizen

		5	SOLE VOTING POWER:

NUMBER OF			1,110,900

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,110,900

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,110,900

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	8.1%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


		*SEE INSTRUCTIONS BEFORE FILLING OUT

		**SEE ITEM 4(b).

SCHEDULE 13G

This Schedule 13G is being filed on behalf of Swank Group, LLC, a Texas limited liability company (“Swank Group”), Swank Energy Income Advisors, LP, a Texas limited partnership (“Swank Advisors”), and Mr. Jerry V. Swank, the principal of Swank Group and Swank Advisors, relating to common units representing limited partner interests (the “Common Units”) of Genesis Energy, L.P., a Delaware limited partnership (the “Issuer”).

Swank Group, Swank Advisors and Mr. Swank previously reported beneficial ownership of the Common Units of the Issuer on a Schedule 13D filed June 7, 2005. As of September 14, 2005, Swank Group, Swank Advisors and Mr. Swank no longer engage in discussions with the Issuer that require the filing of a Schedule 13D and are thus filing this Schedule 13G.

This Schedule 13G relates to Common Units of the Issuer purchased by Swank Advisors through the accounts of The Cushing Fund, LP, a Texas limited partnership (the “Cushing Fund”) and Swank MLP Convergence Fund, LP, a Texas limited partnership (the “Convergence Fund” and together with the Cushing Fund, the “Swank Funds”), both of which Swank Advisors is the general partner. Swank Group serves as the general partner of Swank Advisors and may direct Swank Advisors to direct the vote and disposition of the 1,110,900 Common Units held by the Swank Funds. As the principal of Swank Group, Mr. Swank, may direct the vote and disposition of the 1,110,900 Common Units held by the Swank Funds.


Item 1(a)		Name of Issuer.

		Genesis Energy, L.P.

Item 1(b)		Address of Issuer’s Principal Executive Offices.

		500 Dallas, Suite 2500
		Houston, TX 77002

Item 2(a)		Name of Person Filing.

		Swank Group, LLC (“Swank Group”), Swank Energy Income Advisors, LP (“Swank Income Advisors”) and Mr. Jerry V. Swank.

Item 2(b)		Address of Principal Business Office, or, if none, Residence.

		3300 Oak Lawn Ave., Suite 650
		Dallas, Texas 75219

Item 2(c)		Citizenship or Place of Organization.

		Swank Group is a limited liability company organized under the laws of the State of Texas. Swank Advisors is a limited partnership organized under the laws of the State of Texas. Mr. Swank is the principal of Swank Group and Swank Advisors, and is a United States citizen.


Item 2(d)		Title of Class of Securities.

		Common units representing limited partner interests (the “Common Units”).

Item 2(e)		CUSIP Number.

		371927104

Item 3		Reporting Person.

		Inapplicable.

Item 4		Ownership.

	(a)		Swank Group, Swank Advisors, and Mr. Swank are the beneficial owners of 1,110,900 Common Units.

	(b)		Swank Group, Swank Advisors, and Mr. Swank are the beneficial owners of 8.1% of the outstanding Common Units. This percentage is determined by dividing 1,110,900 by 13,784,441, the number of Common Units issued and outstanding as of March 1, 2006, as reported in the Issuer’s annual report on Form 10-K filed March 7, 2006.

	(c)		Swank Group, as the general partner of Swank Advisors may direct it to direct the vote and dispose of the 1,110,900 Common Units held by the Cushing Fund. As the principal of Swank Group, Mr. Swank may direct the vote and disposition of the 1,110,900 Common Units held by the Cushing Fund and the Convergence Fund.


Item 5		Ownership of Five Percent or Less of a Class.

		Inapplicable.

Item 6		Ownership of More Than Five Percent on Behalf of Another Person.

		Inapplicable.

Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

		Inapplicable.

Item 8		Identification and Classification of Members of the Group.

		Inapplicable.

Item 9		Notice of Dissolution of Group.

		Inapplicable.


Item 10		Certification.

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

Exhibits		Exhibit 1

		Joint Filing Agreement dated March 15, 2006, among Swank Group, Swank Advisors, and Mr. Swank.

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.

Date: March 15, 2006


	SWANK GROUP, LLC
	By:	/s/ Jerry V. Swank
		Jerry V. Swank
		Managing Member


	SWANK ENERGY INCOME ADVISORS, LP
	By:	Swank Group, LLC, its general partner


	By:	/s/ Jerry V. Swank
		Jerry V. Swank
		Managing Member


	/s/ Jerry V. Swank
	Jerry V. Swank

EX-99.1 2 d34111exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Units of Genesis Energy, L.P., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of March 15, 2006.


	SWANK GROUP, LLC
	By:	/s/ Jerry V. Swank
		Jerry V. Swank
		Managing Member


	SWANK ENERGY INCOME ADVISORS, LP
	By:	Swank Group, LLC, its general partner



	By:	/s/ Jerry V. Swank
		Jerry V. Swank
		Managing Member


	/s/ Jerry V. Swank
	Jerry V. Swank