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