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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 1
DORCHESTER MINERALS, L.P.
(Name of Issuer)
Common Units
(Title of Class of Securities)
25820R 10 5
(CUSIP Number)
December 31, 2004
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ X ] 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).
Schedule 13G
CUSIP No. 25820R 10 5
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
William Casey McManemin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) :
(b) :
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
NUMBER OF
5 SOLE VOTING POWER
SHARES 1,958,266 (1)
6 SHARED VOTING POWER
BENEFICIALLY 58,755 (1)
OWNED BY 7 SOLE DISPOSITIVE POWER
1,958,266 (1)
EACH
8 SHARED DISPOSITIVE POWER
REPORTING 58,755 (1)
PERSON WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,017,021
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) G
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
(1) Of the 2,017,021 common units owned by Mr. McManemin, 157,573 are held by
him individually; 26,966 are held by 1307, Ltd., of which he is one of the
general partners and President of the other general partner; 1,773,727 are held
by Red Wolf Partners, of which he is the managing general partner; 5,531 are
held by SAM Partners Management, Inc., of which he is Vice President and a
shareholder; and 53,224 are held by Smith Allen Oil & Gas, Inc. of which he is
Vice President and a shareholder. Mr. McManemin disclaims beneficial
ownership in those units held by 1307, Ltd., SAM Partners Management,
Inc., Red Wolf Partners, and Smith Allen Oil & Gas, Inc., in which he does not
have a pecuniary interest.
Schedule 13G
CUSIP No. 25820R 10 5
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Red Wolf Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) :
(b) :
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
NUMBER OF
5 SOLE VOTING POWER
SHARES 1,773,727 (1)
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
1,773,727 (1)
EACH
8 SHARED DISPOSITIVE POWER
REPORTING
PERSON WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,773,727
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
G
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
(1) Mr. McManemin is the managing general partner of Red Wolf Partners. Mr.
McManemin disclaims beneficial ownership of those common units owned by Red
Wolf Partners in which he does not have a pecuniary interest.
Item 1.
(a) Name of issuer: Dorchester Minerals, L.P.
(b) Address of issuer's principal executive offices:
3838 Oak Lawn Avenue, Dallas, Texas 75219
Item 2.
(a) Name of persons filing: William Casey McManemin
Red Wolf Partners
(b) Address of principal business office: The principal business office for
William Casey McManemin and Red Wolf Partners is 3838 Oak Lawn Avenue,
Suite 300, Dallas, Texas 75219.
(c) Citizenship: William Casey McManemin is a United States citizen. Red Wolf
Partners is a Texas general partnership.
(d) Title of class of Securities: Common Units
(e) CUSIP Number: 25820R 10 5
Item 3. If this statement is filed pursuant to 240.13d(b) or 240.13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] 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) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) - (c) Amount and percentage beneficially owned, percent of class and
number of shares each reporting person has the sole power to vote or to direct
the vote, shared power to vote or direct the vote, sole power to dispose or to
direct the disposition of and shared power to dispose or to direct the
disposition of:
William Casey McManemin owns 2,017,021 shares representing 7.1% of the
class. He has the sole power to vote or to direct the vote of 1,958,266 common
units, the shared power to vote or to direct the vote of 58,755 common units,
sole power to dispose or to direct the disposition of 1,958,266 common units and
shared power to dispose or to direct the disposition of 58,755 common units.
William Casey McManemin is the managing general partner of Red Wolf
Partners. Red Wolf Partners has the sole power to vote or to direct the vote of
1,773,727 common units, the shared power to vote or to direct the vote of none
of the common units, sole power to dispose or to direct the disposition of
1,773,727 common units and shared power to dispose or to direct the disposition
of none of the common units.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
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
The group members filing this Schedule 13G pursuant to Rule 13d-1(d) are
William Casey McManemin, an individual and Red Wolf Partners, a [Texas] general
partnership.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2005 /s/ William Casey McManemin
William Casey McManemin
Date: February 14, 2005 RED WOLF PARTNERS
By: /s/ William Casey McManemin
Name: William Casey McManemin
Title: Managing General Partner
EXHIBIT 99.1
JOINT FILING AGREEMENT MADE PURSUANT TO
RULE 13d-1(k)
The parties hereto agree that pursuant to Rule 13d-1(k) of Regulation 13D-G
promulgated by the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended, the Schedule 13G of which this Agreement is
made an exhibit is filed on behalf of them in the capacity set forth below. The
parties hereto agree that, once this Schedule 13G fully executed by all parties,
William Casey McManemin shall be authorized to file this Schedule 13G on behalf
of all such parties and shall be designated as the person authorized to receive
notices and communications with respect to the Schedule 13G and any amendments
thereto.
Date: February 14, 2005 /s/ William Casey McManemin
William Casey McManemin
Date: February 14, 2005 RED WOLF PARTNERS
By: /s/ William Casey McManemin
Name: William Casey McManemin
Title: Managing General Partner