- Amended Statement of Ownership (SC 13G/A)
February 17 2009 - 3:09PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number: 3235-0145
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
RIO VISTA ENERGY PARTNERS L.P.
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(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
December 31, 2008
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
____________________________
*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.
1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Standard General L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
217,493
Refer to Item 4 below.
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
217,493
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
217,493
Refer to Item 4 below.
|
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11
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Percent of Class Represented by Amount in Row (9)
7.87%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Standard General Fund L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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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
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8 Shared Dispositive Power
217,493
Refer to Item 4 below.
|
9
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Aggregate Amount Beneficially Owned by Each Reporting Person
217,493
Refer to Item 4 below.
|
|
10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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|
11
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Percent of Class Represented by Amount in Row (9)
7.87%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Soohyung Kim
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
217,493
Refer to Item 4 below.
|
7 Sole Dispositive Power
0
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8 Shared Dispositive Power
217,493
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
217,493
Refer to Item 4 below.
|
|
10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
|
11
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Percent of Class Represented by Amount in Row (9)
7.87%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
IN
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Nicholas J. Singer
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
x
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3
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SEC Use Only
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4
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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
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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
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Percent of Class Represented by Amount in Row (9)
7.87%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
IN
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Item
1.
(a)
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Name of Issuer
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Rio Vista Energy Partners, L.P. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices
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1313 E. Alton Gloor Blvd., Suite J, Brownsville, Texas, 78526
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Item
2.
(a)
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Name of Person Filing
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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.
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(b)
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Address of Principal Business Office or, if none, Residence
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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.
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(c)
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Citizenship
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Standard General and Standard General Fund are Delaware limited partnerships. Mr. Kim and Mr. Singer are United States citizens.
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(d)
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Title of Class of Securities
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Common Units (“Common Units”)
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(e)
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CUSIP Number
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767271109
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Item
3.
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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:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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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);
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(j)
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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
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Amount Beneficially Owned
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217,493
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(b)
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Percent of Class
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7.87%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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0
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(ii)
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shared power to vote or to direct the vote
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217,493
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(iii)
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sole power to dispose or to direct the disposition of
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0
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(iv)
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shared power to dispose or to direct the disposition of
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217,493
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2. Standard General Fund L.P.
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(a)
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Amount Beneficially Owned
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217,493
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(b)
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Percent of Class
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7.87%
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(c)
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Number of shares as to which such person has:
|
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(i)
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sole power to vote or to direct the vote
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0
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(ii)
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shared power to vote or to direct the vote
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217,493
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(iii)
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sole power to dispose or to direct the disposition of
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0
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(iv)
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shared power to dispose or to direct the disposition of
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217,493
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(a)
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Amount Beneficially Owned
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217,493
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(b)
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Percent of Class
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7.87%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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0
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(ii)
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shared power to vote or to direct the vote
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217,493
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(iii)
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sole power to dispose or to direct the disposition of
|
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0
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(iv)
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shared power to dispose or to direct the disposition of
|
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217,493
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(a)
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Amount Beneficially Owned
|
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217,493
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(b)
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Percent of Class
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7.87%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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0
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(ii)
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shared power to vote or to direct the vote
|
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217,493
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(iii)
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sole power to dispose or to direct the disposition of
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0
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(iv)
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shared power to dispose or to direct the disposition of
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217,493
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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.
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Ownership of Five Percent or Less of a Class
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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
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Item
6.
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Ownership of More than Five Percent on Behalf of Another Person
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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.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
Item
8.
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Identification and Classification of Members of the Group
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Not applicable.
Item
9.
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Notice of Dissolution of Group
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Not applicable.
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.
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
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STANDARD GENERAL FUND L.P.
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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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