0000880115-05-000004.txt : 20120625 0000880115-05-000004.hdr.sgml : 20120625 20050408102701 ACCESSION NUMBER: 0000880115-05-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050408 DATE AS OF CHANGE: 20050408 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST ROYALTIES INSTITUTIONAL INCOME FUND VIII B L P CENTRAL INDEX KEY: 0000825886 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752220418 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46861 FILM NUMBER: 05740528 BUSINESS ADDRESS: STREET 1: 407 N BIG SPRING STE 300 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9156869927 MAIL ADDRESS: STREET 1: 407 N BIG SPRING ST STREET 2: STE 300 CITY: MIDLAND STATE: TX ZIP: 79701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLAYTON WILLIAMS ENERGY INC /DE CENTRAL INDEX KEY: 0000880115 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752396863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SIX DESTA DR STREET 2: STE 6500 CITY: MIDLAND STATE: TX ZIP: 79705 BUSINESS PHONE: 9156826324 MAIL ADDRESS: STREET 1: SIX DESTA DRIVE STREET 2: STE 6500 CITY: MIDLAND STATE: TX ZIP: 79705 SC 13D/A 1 a13d13cwei.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AMENDMENT NO. 2 Southwest Royalties Institutional Income Fund VIII-B, L.P. (Name of Issuer) Limited Partnership Interests (Title of Class of Securities) Not Applicable (CUSIP Number) L. Paul Latham Clayton Williams Energy, Inc. 6 Desta Drive, Suite 6500 Midland, Texas 79705-5510 (432) 682-6324 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 21,2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ? CUSIP No. Not Applicable (1) Names of Reporting Persons Clayton Williams Energy, Inc. (2) Check the Appropriate Box (a) if a Member of a Group (b) X (3) SEC Use Only (4) Source of Funds AF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) Not Applicable (6) Citizenship or Place of Organization Delaware corporation Number of Shares/Units Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power 2,550.5 Units (8) Share Voting Power None (9) Sole Dispositive Power 2,550.5 Units (10) Shared Dispositive Power None (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,550.5 Units (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares Not Applicable (13) Percent of Class Represented by Amount in Row (11) 25.1% of class of 10,147 Units (14) Type of Reporting Person HC (sole parent company of the Managing General Partner of the Issuer) Item 1. Type of Security: Limited Partnership Interests ("Units") Name of Issuer: Southwest Royalties Institutional Income Fund VIII-B, L.P. Address of Issuer's 6 Desta Drive Principal Executive Suite 6500 Offices: Midland, Texas 79705-5510 Item 2(a). Name of Person Filing: Clayton Williams Energy, Inc. Item 2(b). Address of Principal 6 Desta Drive, Suite 6500 Business Office: Midland, Texas 79705-5510 Item 2(c). Present Occupation: Not Applicable Item 2(d). Criminal Convictions: None Item 2(e). Civil Securities Laws Injunctions or Prohibitions: None Item 2(f). Citizenship: Delaware, U.S.A. Item 3. Source of Funds: Southwest Royalties, Inc., as Managing General Partner of the Issuer, used its working capital to acquire Units (see Item 4). As sole stockholder of Southwest Royalties, Inc., the Reporting Person owns an indirect interest in the Units acquired by Southwest Royalties, Inc. Item 4. Purpose of Transactions: Southwest Royalties, Inc. satisfied the requirements of the Right of Presentment contained in the Issuer's Agreement of Limited Partnership whereby Southwest Royalties, Inc., as Managing General Partner, agrees to acquire Units from limited partners seeking an exit from the Issuer at a formula price. The Reporting Person, as sole stockholder of Southwest Royalties, Inc., owns an indirect interest in the Units acquired. Item 5. Interest in Securities Southwest Royalties, Inc., which is the Managing General Partner of the Issuer, holds a total of 2,550.5 Units of limited partnership interests over which it has sole voting and dispositive powers. As the sole stockholder of Southwest Royalties, Inc., the Reporting Person holds an indirect interest of 2,550.5 limited partnership Units. These Units represent 25.1% of the total 10,147 Units, which are issued and outstanding. The purchase transactions, which resulted in the indirect ownership of the Reporting Person increasing from 24.8% to 25.1%, occurred between January 1, 2005 and March 31, 2005 when the Managing General Partner purchased an additional 34 Units as part of the Issuer's Right of Presentment program. The price per unit was $334.73. Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer: Not Applicable Item 7. Material to Be Filed as Exhibits: Not Applicable 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: April 8, 2005 By: /s/ L. Paul Latham ---------------------------------- L. Paul Latham Executive Vice President and Chief Operating Officer