-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NUw0s4QvQjTNMW4rnpQQfeudc8S2ETY+anFcD01LP5oajs9Clwq5F1Lozal8kiP1 sLxiklICQ6cH+75xczjRoA== 0000929638-09-000325.txt : 20090217 0000929638-09-000325.hdr.sgml : 20090216 20090217154519 ACCESSION NUMBER: 0000929638-09-000325 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 GROUP MEMBERS: NICHOLAS J. SINGER GROUP MEMBERS: SOOHYUNG KIM GROUP MEMBERS: STANDARD GENERAL FUND L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RIO VISTA ENERGY PARTNERS LP CENTRAL INDEX KEY: 0001260828 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 200153267 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80347 FILM NUMBER: 09613283 BUSINESS ADDRESS: STREET 1: 1313 EAST ALTON GLOOR BLVD. STREET 2: SUITE J CITY: BROWNSVILLE STATE: TX ZIP: 78526 BUSINESS PHONE: (956) 831-0886 MAIL ADDRESS: STREET 1: 1313 EAST ALTON GLOOR BLVD. STREET 2: SUITE J CITY: BROWNSVILLE STATE: TX ZIP: 78526 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Standard General L.P. CENTRAL INDEX KEY: 0001409888 IRS NUMBER: 680645436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-610-9175 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 standardg_13griovista.htm SCHEDULE 13G AMENDMENT - RIO VISTA ENERGY PARTNERS LP

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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)

 

Common Units

(Title of Class of Securities)

 

767271109

(CUSIP Number)

 

December 31, 2008

(Date of Event which Requires Filing of this Statement)

 

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

o

Rule 13d-1(b)

x

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 previously 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 (the “Act”) or otherwise subject to the liabilities of that section of the act but shall be subject to all other provisions of the Act.

 


CUSIP NO.

60039Q101

 

 

 

1

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Standard General L.P.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)         o

 

(b)         x

3

SEC Use Only

4

Citizenship or Place of Organization.

Delaware

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

5  Sole Voting Power

0

6  Shared Voting Power

217,493

Refer to Item 4 below.

7  Sole Dispositive Power

0

8  Shared Dispositive Power

217,493

Refer to Item 4 below.

9

Aggregate Amount Beneficially Owned by Each Reporting Person

217,493

Refer to Item 4 below.

 

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)

7.87%

Refer to Item 4 below.

 

12

Type of Reporting Person (See Instructions)

PN

 

 

 


CUSIP NO.

767271109

 

 

1

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Standard General Fund L.P.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)         o

 

(b)         x

3

SEC Use Only

4

Citizenship or Place of Organization.

Delaware

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

5  Sole Voting Power

0

6  Shared Voting Power

217,493

Refer to Item 4 below.

7  Sole Dispositive Power

0

8  Shared Dispositive Power

217,493

Refer to Item 4 below.

9

Aggregate Amount Beneficially Owned by Each Reporting Person

217,493

Refer to Item 4 below.

 

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)

7.87%

Refer to Item 4 below.

 

12

Type of Reporting Person (See Instructions)

PN

 

 

 


CUSIP NO.

767271109

 

 

1

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Soohyung Kim

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)         o

 

(b)         x

3

SEC Use Only

4

Citizenship or Place of Organization.

United States

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

5  Sole Voting Power

0

6  Shared Voting Power

217,493

Refer to Item 4 below.

7  Sole Dispositive Power

0

8  Shared Dispositive Power

217,493

Refer to Item 4 below.

9

Aggregate Amount Beneficially Owned by Each Reporting Person

217,493

Refer to Item 4 below.

 

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)

7.87%

Refer to Item 4 below.

 

12

Type of Reporting Person (See Instructions)

IN

 

 

 


CUSIP NO.

767271109

 

 

1

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

Nicholas J. Singer

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)         o

 

(b)         x

3

SEC Use Only

4

Citizenship or Place of Organization.

United States

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

5  Sole Voting Power

0

6  Shared Voting Power

217,493

Refer to Item 4 below.

7  Sole Dispositive Power

0

8  Shared Dispositive Power

217,493

Refer to Item 4 below.

9

Aggregate Amount Beneficially Owned by Each Reporting Person

217,493

Refer to Item 4 below.

 

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)

7.87%

Refer to Item 4 below.

 

12

Type of Reporting Person (See Instructions)

IN

 

 

 


CUSIP NO.

767271109

 

 

Item 1.

(a)

Name of Issuer

 

Rio Vista Energy Partners, L.P. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices

 

1313 E. Alton Gloor Blvd., Suite J, Brownsville, Texas, 78526

 

Item 2.

(a)

Name of Person Filing

 

This statement is filed by: (i) Standard General Fund L.P. (“Standard General Fund”) with respect to common units, representing limited partner interests of the Issuer (the “Units”), of which it is the holder of record; (ii) Standard General L.P. (“Standard General”) with respect to the Units, which it may be deemed to beneficially own pursuant to its investment management agreement with Standard General Fund pursuant to which Standard General has all investment and voting power with respect to securities held by Standard General Fund; (iii) Soohyung Kim (“Mr. Kim”), a co-managing member of Standard General Management LLC, a Delaware limited liability company (“Standard General Management”), which is the managing member of Standard General GP LLC, a Delaware limited liability company, which is in turn the general partner of Standard General Fund, with respect to the Units; and (iv) Nicholas J. Singer (“Mr. Singer”), a co-managing member of Standard General Management, with respect to the Units.

Mr. Kim and Mr. Singer may be deemed to have indirect beneficial ownership of the Units based on the foregoing relationships. In addition, Mr. Kim and Mr. Singer have controlling interests in Standard General S Corp., a Delaware corporation, which is the general partner of Standard General Holdings, L.P., a Delaware limited partnership. Standard General Holdings, L.P. is the general partner of Standard General.

Standard General, Standard General Fund, Mr. Kim and Mr. Singer have entered into a Joint Filing Agreement, a copy of which is incorporated herein by reference as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

(b)

Address of Principal Business Office or, if none, Residence

 

The address of the principal business office of Standard General, Standard General Fund, Mr. Kim and Mr. Singer is 650 Madison Avenue, 26th Floor, New York, NY 10022.

(c)

Citizenship

 

Standard General and Standard General Fund are Delaware limited partnerships. Mr. Kim and Mr. Singer are United States citizens.

(d)

Title of Class of Securities

 

Common Units (“Common Units”)

(e)

CUSIP Number

 

767271109

 

 


CUSIP NO.

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 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 Act

(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)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations 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).

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

1. Standard General L.P.

 

(a)

Amount Beneficially Owned

 

217,493

(b)

Percent of Class

 

7.87%

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote

 

 

0

 

(ii)

shared power to vote or to direct the vote

 

 

217,493

 

(iii)

sole power to dispose or to direct the disposition of

 

 

0

 

(iv)

shared power to dispose or to direct the disposition of

 

 

217,493

 

 


CUSIP NO.

767271109

 

 

 

2. Standard General Fund L.P.

 

(a)

Amount Beneficially Owned

 

217,493

(b)

Percent of Class

 

7.87%

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote

 

 

0

 

(ii)

shared power to vote or to direct the vote

 

 

217,493

 

(iii)

sole power to dispose or to direct the disposition of

 

 

0

 

(iv)

shared power to dispose or to direct the disposition of

 

 

217,493

 

 

3. Soohyung Kim

 

(a)

Amount Beneficially Owned

 

217,493

(b)

Percent of Class

 

7.87%

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote

 

 

0

 

(ii)

shared power to vote or to direct the vote

 

 

217,493

 

(iii)

sole power to dispose or to direct the disposition of

 

 

0

 

(iv)

shared power to dispose or to direct the disposition of

 

 

217,493

 

 

4. Nicholas J. Singer

 

(a)

Amount Beneficially Owned

 

217,493

(b)

Percent of Class

 

 


CUSIP NO.

767271109

 

 

 

 

7.87%

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote

 

 

0

 

(ii)

shared power to vote or to direct the vote

 

 

217,493

 

(iii)

sole power to dispose or to direct the disposition of

 

 

0

 

(iv)

shared power to dispose or to direct the disposition of

 

 

217,493

 

The percentages used herein are based upon 2,762,463 Units and outstanding as of November 7, 2008,as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 17, 2008.

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 o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, in excess of 5% of the total outstanding Units.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

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

 


CUSIP NO.

767271109

 

 

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: February 17, 2009

 

STANDARD GENERAL L.P.

 

By:/s/ Scott Cohen

 

Name: Scott Cohen

 

Title:

Attorney-in-Fact

 

STANDARD GENERAL FUND L.P.

 

By:/s/ Scott Cohen

 

Name: Scott Cohen

 

Title:

Attorney-in-Fact

 

SOOHYUNG KIM

 

By:/s/ Scott Cohen

 

Name: Scott Cohen

 

Title:

Attorney-in-Fact

 

NICHOLAS J. SINGER

 

By:/s/ Scott Cohen

 

Name: Scott Cohen

 

Title:

Attorney-in-Fact

 


CUSIP NO.

767271109

 

 

EXHIBIT INDEX

Exhibit 99.1: Joint Filing Agreement, dated December 7, 2007, by and between Standard General L.P., Standard General Fund L.P., Soohyung Kim and Nicholas J. Singer (incorporated by reference to the Schedule 13G filed by the Reporting Persons with respect to securities of the Issuer on December 7, 2007).

Exhibit 99.2: Power of Attorney granted by Standard General L.P. in favor of Scott Cohen, dated August 14, 2007 (incorporated by reference to the Schedule 13G filed by the Reporting Persons with respect to securities of the Issuer on December 7, 2007).

Exhibit 99.3: Power of Attorney granted by Standard General Fund L.P. in favor of Scott Cohen, dated December 4, 2007 (incorporated by reference to the Schedule 13G filed by the Reporting Persons with respect to securities of the Issuer on December 7, 2007).

Exhibit 99.4: Power of Attorney granted by Soohyung Kim in favor of Scott Cohen, dated August 14, 2007 (incorporated by reference to the Schedule 13G filed by the Reporting Persons with respect to securities of the Issuer on December 7, 2007).

Exhibit 99.5: Power of Attorney granted by Nicholas J. Singer in favor of Scott Cohen, dated December 4, 2007 (incorporated by reference to the Schedule 13G filed by the Reporting Persons with respect to securities of the Issuer on December 7, 2007).

 

 

 

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