sc13gza

0000950134-06-023073.txt : 20061214 0000950134-06-023073.hdr.sgml : 20061214 20061213191552 ACCESSION NUMBER: 0000950134-06-023073 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061214 DATE AS OF CHANGE: 20061213 GROUP MEMBERS: JERRY V SWANK GROUP MEMBERS: SWANK ENERGY INCOME ADVISORS LP GROUP MEMBERS: THE CUSHING FUND LP GROUP MEMBERS: THE CUSHING MLP OPPORTUNITY FUND I LP 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: 061275364 BUSINESS ADDRESS: STREET 1: 820 GESSNER ROAD STREET 2: SUITE 1285 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 713-467-8235 MAIL ADDRESS: STREET 1: 820 GESSNER ROAD STREET 2: SUITE 1285 CITY: HOUSTON STATE: TX ZIP: 77024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Swank Capital, LLC CENTRAL INDEX KEY: 0001354709 IRS NUMBER: 752868777 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A 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 FORMER COMPANY: FORMER CONFORMED NAME: Swank Group, LLC DATE OF NAME CHANGE: 20060228 SC 13G/A 1 d42090sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

(Amendment No. 3)*

RIO VISTA ENERGY PARTNERS L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

767271109

(CUSIP Number)

December 11, 2006

(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.		767271109	13 G/A


1	NAMES OF REPORTING PERSONS:

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	Swank Capital, L.L.C.

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			436,254

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			436,254

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	436,254

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):

	22.8% **

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


*		SEE INSTRUCTIONS BEFORE FILLING OUT

**		SEE ITEM 4(b).


CUSIP No.		767271109	13 G/A


1	NAMES OF REPORTING PERSONS:

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	Swank Energy Income Advisors, LP

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			436,254

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			436,254

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	436,254

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):

	22.8% **

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


*		SEE INSTRUCTIONS BEFORE FILLING OUT

**		SEE ITEM 4(b).


CUSIP No.		767271109	13 G/A


1	NAMES OF REPORTING PERSONS:

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	The Cushing Fund, LP

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			266,049

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			266,049

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	266,049

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):

	13.9% **

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


*		SEE INSTRUCTIONS BEFORE FILLING OUT

**		SEE ITEM 4(b).


CUSIP No.		767271109	13 G/A


1	NAMES OF REPORTING PERSONS:

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	The Cushing MLP Opportunity Fund I, LP

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:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			139,437

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			139,437

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	139,437

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):

	7.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


*		SEE INSTRUCTIONS BEFORE FILLING OUT

*		SEE ITEM(b)


CUSIP No.		767271109	13 G/A


1	NAMES OF REPORTING PERSONS:

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

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			436,254

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			436,254

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	436,254

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):

	22.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


*		SEE INSTRUCTIONS BEFORE FILLING OUT

*		SEE ITEM(b)

SCHEDULE 13G/A

This Amendment No. 3 to Schedule 13G is being filed on behalf of Swank Capital, L.L.C., a Texas limited liability company (“Swank Capital”), Swank Energy Income Advisors, LP, a Texas limited partnership (“Swank Income Advisors”), The Cushing Fund, LP, a Texas limited partnership (the “Cushing Fund”), The Cushing MLP Opportunity Fund I, LP, a Delaware limited partnership (the “Opportunity Fund”), and Mr. Jerry V. Swank, the principal of Swank Capital and Swank Income Advisors, relating to common units representing limited partner interests of Rio Vista Energy Partners L.P., a Delaware corporation (the “Issuer”).

This Amendment No. 3 to Schedule 13G relates to common units representing limited partner interests, (the “Common Units”) of the Issuer purchased by Swank Income Advisors through the accounts of the Cushing Fund and Swank MLP Convergence Fund, LP, a Texas limited partnership (the “Convergence Fund”), both of which, Swank Income Advisors serves as the general partner. Swank Capital serves as the general partner of Swank Income Advisors and may direct Swank Income Advisors, the general partner of the Cushing Fund and the Convergence Fund, to direct the vote and disposition of the 266,049 Common Units held by the Cushing Fund and the 30,768 Common Units held by the Convergence Fund. The Cushing Fund holds 266,049 Common Units for which it may direct the vote and disposition. As the principal of Swank Capital, Mr. Swank, may direct the vote and disposition of the 266,049 Common Units held by the Cushing Fund and the 30,768 Common Units held by the Convergence Fund.

In addition, Swank Income Advisors serves as the managing member of the entity that controls the general partner and the investment manager of the Opportunity Fund. Swank Capital as the general partner of Swank Income Advisors may direct Swank Income Advisors to direct the vote and disposition of the 139,437 Common Units held by the Opportunity Fund. The Opportunity Fund holds 139,437 Common Units for which it may direct the vote and disposition. As the principal of Swank Capital, Mr. Swank, may direct the vote and disposition of the Common Units held by the Opportunity Fund.

This Amendment No. 3 to Schedule 13G is being filed to amend and restate Item 2(a), Item 2(c), Item 4 and Item 10. The Schedule 13G is hereby amended as follows:

Item 2(a) Name of Person Filing.

Item 2(a) is hereby amended and restated as follows:

Swank Capital, L.L.C., Swank Energy Income Advisors, LP, The Cushing Fund, LP, The Cushing MLP Opportunity Fund I, LP and Mr. Jerry V. Swank.

Item 2(c) Citizenship or Place of Organization.

Item 2(c) is hereby amended and restated as follows:

Swank Capital, L.L.C. is a limited liability company organized under the laws of the State of Texas. Swank Energy Income Advisors, LP is a limited partnership organized under the laws of the State of Texas. The Cushing Fund, LP is a limited

partnership organized under the laws of the State of Texas. The Cushing MLP Opportunity Fund I, LP is a limited partnership organized under the laws of the State of Delaware. Mr. Swank is the principal of Swank Capital and Swank Income Advisors and is a United States citizen.

Item 4 Ownership.

Item 4 is hereby amended and restated as follows:

	(a)		Swank Capital, Swank Income Advisors, and Mr. Swank are the beneficial owners of 436,254 Common Units. The Cushing Fund is the beneficial owner of 266,049 Common Units. The Cushing MLP Opportunity Fund I, LP is the beneficial owner of 139,437 Common Units.

	(b)		Swank Capital, Swank Income Advisors, and Mr. Swank are the beneficial owners of 22.8% of the outstanding Common Units, the Cushing Fund is the beneficial owner of 13.9% of the outstanding Common Units, the Opportunity Fund is the beneficial owner of 7.3% of the outstanding Common Units. These percentages are determined by dividing 436,254, 266,049 and 139,437, respectively, by 1,910,656, the number of Common Units issued and outstanding as of November 10, 2006, as reported in the Issuer’s quarterly report on Form 10-Q filed November 20, 2006.

	(c)		Swank Capital, as the general partner of Swank Income Advisors may direct it to direct the vote and dispose of the 436,254 Common Units held by the Cushing Fund, the Convergence Fund and the Opportunity Fund. As the principal of Swank Capital and Swank Energy Income Advisors, Mr. Swank may direct the vote and disposition of the 436,254 Common Units held by the Cushing Fund, the Convergence Fund, and the Opportunity Fund. The Cushing Fund may direct the vote and disposition of the 266,049 Common Units it holds. The Opportunity Fund may direct the vote and disposition of the 139,437 Common Units it holds.

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 December 13, 2006, among Swank Capital, L.L.C., Swank Energy Income Advisors, LP, The Cushing Fund, LP, The Cushing MLP Opportunity Fund I, LP and Mr. Jerry V. 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: December 13, 2006

	SWANK CAPITAL, L.L.C.

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

	SWANK ENERGY INCOME ADVISORS, LP

	By: Swank Capital, L.L.C., its general partner

	By:	/s/ Jerry V. Swank

		Jerry V. Swank
		Managing Member

	THE CUSHING FUND, LP

	By: Swank Energy Income Advisors, LP, its general partner

	By: Swank Capital, L.L.C., its general partner

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


		THE CUSHING MLP OPPORTUNITY FUND I, LP

		By: Carbon County Partners I, L.P., its general partner

		By: Carbon County GP I, LLC, its general partner

		By: Swank Energy Income Advisors, L.P., Member

		By: Swank Capital, LLC , its general partner

		By: Name:		/s/ Jerry V. Swank Jerry V. Swank
		Title:		Manager

		/s/ Jerry V. Swank

		Jerry V. Swank

EX-99.1 2 d42090exv99w1.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 Rio Vista Energy Partners 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 December 13, 2006.


		SWANK CAPITAL, L.L.C.

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

		SWANK ENERGY INCOME ADVISORS, LP

		By: Swank Capital, L.L.C., its general partner

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

		THE CUSHING FUND, LP

		By: Swank Energy Income Advisors, LP, its general partner
		By: Swank Capital, L.L.C., its general partner

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


		THE CUSHING MLP OPPORTUNITY FUND I, LP

		By: Carbon County Partners I, L.P., its general partner

		By: Carbon County GP I, LLC, its general partner

		By: Swank Energy Income Advisors, L.P., Member

		By: Swank Capital, LLC , its general partner

		By:		/s/ Jerry V. Swank
		Name:		Jerry V. Swank
		Title:		Manager

		/s/ Jerry V. Swank

		Jerry V. Swank