0000825881-00-000013 SC 13D/A 1 20000907 SOUTHWEST OIL & GAS INCOME FUND VIII-A L P 0000825881 1311 752220097 DE 1231 SC 13D/A 34 005-46859 718329 407 N BIG SPRING STE 300 MIDLAND TX 79701 9156869927 407 N BIG SPRING ST STE 300 MIDLAND TX 79701 SOUTHWEST ROYALTIES INC 0000821699 1311 751917432 DE 1231 SC 13D/A 407 N BIG SPRING STREET SUITE 300 MIDLAND TX 79701 9156869927 407 N BIG SPRING STREET SUITE 300 MIDLAND TX 79701 SC 13D/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Southwest Oil & Gas Income Fund VIII-A, L.P. (Name of Issuer) Limited Partnership Interests (Title of Class of Securities) Not Applicable (CUSIP Number) Check the following box if a fee is being paid with this statement. [ ] (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). CUSIP No. Not Applicable (1) Names of Reporting Persons Southwest Royalties, Inc. S.S. or I.R.S. Identification 75-1917432 Nos. of Above Persons (2) Check the Appropriate Box (a) if a Member of a Group (b) X (3) SEC Use Only (4) Source of Funds WC (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 2,214.50 Units (8) Share Voting Power None (9) Sole Dispositive Power 2,214.50 Units (10) Shared Dispositive Power None (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,214.50 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) 16.3% of class of 13,596 Units (14) Type of Reporting Person CO (Managing General Partner of Issuer) Item 1. Type of Security: Limited Partnership Interests ("Units") Name of Issuer: Southwest Oil & Gas Income Fund VIII-A, L.P. Address of Issuer's 407 N. Big Spring St. Principal Executive Suite 300 Offices: Midland, Texas 79701- 4326 Item 2(a). Name of Person Filing: Southwest Royalties, Inc. Item 2(b). Address of Principal 407 N. Big Spring St. Business Office: Midland, Texas 79701- 4326 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: Working capital of the Reporting Person. Item 4. Purpose of Transactions: Satisfied requirements of the Right of Presentment contained in the Issuer's Agreement of Limited Partnership whereby the Reporting Person, as Managing General Partner, agrees to acquire Units from limited partners seeking an exit from the Issuer at a formula price. Item 5. Interest in Securities The Reporting Person, which is the Issuer: Managing General Partner of the Issuer, holds a total of 2,214.5 Units of limited partnership interests over which it has sole voting and dispositive powers. These Units represent 16.3% of the total 13,596 Units which are issued and outstanding. The purchase transactions which resulted in the ownership of the Reporting Person increasing from 14.4% to 16.3% occurred between August 1, 2000 and August 31, 2000 when the Reporting Person purchased an additional 253.0 Units as part of the Issuer's Right of Presentment program. The price per unit ranged from $124.68 to $129.74. 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: September 7, 2000 By: /s/ Bill E. Coggin ---------------------------------- Bill E. Coggin, Vice-President and CFO, of Southwest Royalties, Inc. the Managing General Partner