- Amended Statement of Beneficial Ownership (SC 13D/A)
27 Gennaio 2009 - 12:01PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 2)*
ENERGY
PARTNERS, LTD.
(Name of
Issuer)
Shares
of Common Stock, par value $0.01 per share
(Title of
Class of Securities)
29270U105
(CUSIP
Number)
Arthur
H. Amron, Esq.
Wexford
Capital LLC
411
West Putnam Avenue
Greenwich,
CT 06830
(203)
862-7012
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
January
26, 2009
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box.
o
Note:
Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See section 240.13d-7 for other parties to whom copies
are to be sent.
* 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
disclosures provided in a prior cover page.
The
information required on 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 other subject to the liabilities of that section of Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.
29270U105
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above Persons (entities only)
|
Debello
Investors LLC
|
2
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
x
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
|
OO
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e
|
o
|
6
|
Citizenship
or Place of Organization
|
Delaware
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole
Voting Power
|
0
|
8
|
Shared
Voting Power (see Item 5 below)
|
16,800
|
9
|
Sole
Dispositive Power
|
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
|
16,800
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
16,800
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
0.05%
|
14
|
Type
of Reporting Person (See Instructions)
|
OO
|
CUSIP
No.
29270U105
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above Persons (entities only)
|
Wexford
Alpha Trading Limited
|
2
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
x
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
|
OO
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e
|
o
|
6
|
Citizenship
or Place of Organization
|
Cayman
Islands
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole
Voting Power
|
0
|
8
|
Shared
Voting Power (see Item 5 below)
|
1,700
|
9
|
Sole
Dispositive Power
|
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
|
1,700
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,700
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
0.01%
|
14
|
Type
of Reporting Person (See Instructions)
|
CO
|
CUSIP
No.
29270U105
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above Persons (entities only)
|
Wexford
Catalyst Investors LLC
|
2
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
x
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
|
OO
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e
|
o
|
6
|
Citizenship
or Place of Organization
|
Delaware
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole
Voting Power
|
0
|
8
|
Shared
Voting Power (see Item 5 below)
|
449,582
|
9
|
Sole
Dispositive Power
|
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
|
449,582
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
449,582
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
1.40%
|
14
|
Type
of Reporting Person (See Instructions)
|
OO
|
CUSIP
No.
29270U105
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above Persons (entities only)
|
Wexford
Catalyst Trading Limited
|
2
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
x
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
|
OO
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e
|
o
|
6
|
Citizenship
or Place of Organization
|
Cayman
Islands
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole
Voting Power
|
0
|
8
|
Shared
Voting Power (see Item 5 below)
|
405,000
|
9
|
Sole
Dispositive Power
|
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
|
405,000
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
405,000
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
1.26%
|
14
|
Type
of Reporting Person (See Instructions)
|
CO
|
CUSIP
No.
29270U105
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above Persons (entities only)
|
Wexford
Spectrum Trading Limited
|
2
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
x
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
|
OO
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e
|
o
|
6
|
Citizenship
or Place of Organization
|
Cayman
Islands
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole
Voting Power
|
0
|
8
|
Shared
Voting Power (see Item 5 below)
|
1,821,221
|
9
|
Sole
Dispositive Power
|
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
|
1,821,221
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,821,221
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
5.68%
|
14
|
Type
of Reporting Person (See Instructions)
|
CO
|
CUSIP
No.
29270U105
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above Persons (entities only)
|
Wexford
Capital LLC
|
2
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
x
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
|
OO
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e
|
o
|
6
|
Citizenship
or Place of Organization
|
Connecticut
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole
Voting Power
|
0
|
8
|
Shared
Voting Power (see Item 5 below)
|
2,694,303
|
9
|
Sole
Dispositive Power
|
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
|
2,694,303
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,694,303
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
8.40%
|
14
|
Type
of Reporting Person (See Instructions)
|
OO
|
CUSIP
No.
29270U105
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above Persons (entities only)
|
Charles
E. Davidson
|
2
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
x
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
|
OO
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e
|
o
|
6
|
Citizenship
or Place of Organization
|
United
States
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole
Voting Power
|
0
|
8
|
Shared
Voting Power (see Item 5 below)
|
2,694,303
|
9
|
Sole
Dispositive Power
|
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
|
2,694,303
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,694,303
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
8.40%
|
14
|
Type
of Reporting Person (See Instructions)
|
IN
|
CUSIP
No.
29270U105
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above Persons (entities only)
|
Joseph
M. Jacobs
|
2
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
x
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
|
OO
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e
|
o
|
6
|
Citizenship
or Place of Organization
|
United
States
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole
Voting Power
|
0
|
8
|
Shared
Voting Power (see Item 5 below)
|
2,694,303
|
9
|
Sole
Dispositive Power
|
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
|
2,694,303
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,694,303
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
8.40%
|
14
|
Type
of Reporting Person (See Instructions)
|
IN
|
This
Amendment No. 2 to Schedule 13D modifies and supplements the Schedule 13D
initially filed on July 3, 2008, as amended (the "Statement"), with respect to
the common stock, $0.01 par value per share (the “Common Stock”), of Energy
Partners, Ltd. (the “Company”). Except to the extent supplemented by
the information contained in this Amendment No. 2, the Statement, as amended as
provided herein, remains in full force and effect. Capitalized terms
used herein without definition have the respective meanings ascribed to them in
the Statement.
Item
4.
|
Purpose
of Transaction
|
On
January 26, 2009 the Reporting Persons wrote the members of the Issuer’s Board
of Directors. A copy of that letter is attached hereto as Exhibit
99.2.
The
Reporting Persons have had communications with other stakeholders of the Issuer,
and may in the future engage in additional communications with such
persons. The foregoing communications concerned, and such future
communications if they occur are expected to concern, the Issuer’s performance
and prospects and the Reporting Persons’ views regarding such performance and
prospects, including the views set forth in the Reporting Persons’ January 26,
2009 letter to the Issuer’s Board of Directors.
Except to
the extent the foregoing may be deemed a plan or proposal, the Reporting Persons
have no plans or proposals which relate to, or could result in, any of the
matters referred to in paragraphs (a) through (j) inclusive, of the instructions
to Item 4 of the Schedule 13D. The Reporting Persons may, at any time
and from time to time, review or reconsider its position and/or change its
purpose and/or formulate plans or proposals with respect thereto.
Item
5.
|
Interest
in Securities of the Issuer
|
Since the
date of the Amendment No. 1 to the Statement, the Reporting Persons sold an
aggregate of 352,157 shares in open market transactions at an average price of
$1.2654 per share. As a result of the sales, the aggregate number and
percentage of shares of Common Stock beneficially owned by the Reporting Persons
(on the basis of
32,082,960
shares of Common Stock issued and outstanding as reported in the
Company’s Form 10-Q filed with the Commission on November 10, 2008) are as
follows:
Debello
Investors LLC
|
(a) Amount
beneficially owned:
|
16,800
|
Percent
of class:
|
0.05%
|
(b) Number
of shares as to which the person has:
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
(ii) Shared
power to vote or to direct the vote:
|
16,800
|
(iii)
Sole power to dispose or to direct the disposition of:
|
0
|
(iv) Shared
power to dispose or to direct the disposition of:
|
16,800
|
Wexford
Alpha Trading Limited
|
(a) Amount
beneficially owned:
|
1,700
|
Percent
of class:
|
0.01%
|
(b) Number
of shares as to which the person has:
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
(ii) Shared
power to vote or to direct the vote:
|
1,700
|
(iii)
Sole power to dispose or to direct the disposition of:
|
0
|
(iv) Shared
power to dispose or to direct the disposition of:
|
1,700
|
Wexford
Catalyst Investors LLC
|
(a) Amount
beneficially owned:
|
449,582
|
Percent
of class:
|
1.40%
|
(b) Number
of shares as to which the person has:
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
(ii) Shared
power to vote or to direct the vote:
|
449,582
|
(iii)
Sole power to dispose or to direct the disposition of:
|
0
|
(iv) Shared
power to dispose or to direct the disposition of:
|
449,582
|
Wexford
Catalyst Trading Limited
|
(a) Amount
beneficially owned:
|
405,000
|
Percent
of class:
|
1.26%
|
(b) Number
of shares as to which the person has:
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
(ii) Shared
power to vote or to direct the vote:
|
405,000
|
(iii)
Sole power to dispose or to direct the disposition of:
|
0
|
(iv) Shared
power to dispose or to direct the disposition of:
|
405,000
|
Wexford
Spectrum Trading Limited
|
(a) Amount
beneficially owned:
|
1,821,221
|
Percent
of class:
|
5.68%
|
(b) Number
of shares as to which the person has:
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
(ii) Shared
power to vote or to direct the vote:
|
1,821,221
|
(iii)
Sole power to dispose or to direct the disposition of:
|
0
|
(iv) Shared
power to dispose or to direct the disposition of:
|
1,821,221
|
Wexford
Capital LLC
|
(a) Amount
beneficially owned:
|
2,694,303
|
Percent
of class:
|
8.40%
|
(b) Number
of shares as to which the person has:
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
(ii) Shared
power to vote or to direct the vote:
|
2,694,303
|
(iii)
Sole power to dispose or to direct the disposition of:
|
0
|
(iv) Shared
power to dispose or to direct the disposition of:
|
2,694,303
|
Charles
E. Davidson
|
(a) Amount
beneficially owned:
|
2,694,303
|
Percent
of class:
|
8.40%
|
(b) Number
of shares as to which the person has:
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
(ii) Shared
power to vote or to direct the vote:
|
2,694,303
|
(iii)
Sole power to dispose or to direct the disposition of:
|
0
|
(iv) Shared
power to dispose or to direct the disposition of:
|
2,694,303
|
|
|
Joseph
M. Jacobs
|
(a) Amount
beneficially owned:
|
2,694,303
|
Percent
of class:
|
8.40%
|
(b) Number
of shares as to which the person has:
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
(ii) Shared
power to vote or to direct the vote:
|
2,694,303
|
(iii)
Sole power to dispose or to direct the disposition of:
|
0
|
(iv) Shared
power to dispose or to direct the disposition of:
|
2,694,303
|
Wexford
Capital may, by reason of its status as managing member or sub investment
manager of the Purchasing Entities, be deemed to own beneficially the shares of
Common Stock of which the Purchasing Entities possess beneficial ownership. Each
of Messrs. Davidson and Jacobs may, by reason of his status as a controlling
person of Wexford Capital, be deemed to own beneficially the shares of Common
Stock of which the Purchasing Entities possess beneficial ownership. Each of
Messrs. Davidson and Jacobs and Wexford Capital shares the power to vote and to
dispose of the shares of Common Stock beneficially owned by the Purchasing
Entities. Each of Wexford Capital and Messrs. Davidson and Jacobs
disclaims beneficial ownership of the shares of Common Stock owned by the
Purchasing Entities and this report shall not be deemed as an admission that
they are the beneficial owner of such securities except, in the case of Messrs.
Davidson and Jacobs, to the extent of their respective personal ownership
interests in any of the Purchasing Entities.
Except as
set forth above, the Reporting Persons have not effected any transactions in the
Common Stock during the 60 days preceding the date of this Amendment No. 2 to
the Schedule 13D.
Item
7. Materials to be filed as exhibits
Item
7 of the Schedule 13D is hereby amended by the addition of the following
:
Exhibit
99.2
|
Letter
from Wexford Capital LLC to the Board of Directors of the Issuer dated
January 26, 2009.
|
*
* * * *
SIGNATURE
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated:
January 26, 2009
|
DEBELLO
INVESTORS LLC
|
|
|
|
|
By:
/Arthur Amron/
|
|
|
Name:
|
Arthur
Amron
|
|
Title:
|
Vice
President
|
|
|
|
|
WEXFORD
ALPHA TRADING LIMITED
|
|
|
|
|
By:
/Arthur Amron/
|
|
|
Name:
|
Arthur
Amron
|
|
Title:
|
Vice
President
|
|
|
|
|
WEXFORD
CATALYST INVESTORS LLC
|
|
|
|
|
By:
/Arthur Amron/
|
|
|
Name:
|
Arthur
Amron
|
|
Title:
|
Vice
President
|
|
|
|
|
WEXFORD
CATALYST TRADING LIMITED
|
|
|
|
|
By:
/Arthur Amron/
|
|
|
Name:
|
Arthur
Amron
|
|
Title:
|
Vice
President
|
|
|
|
|
WEXFORD
SPECTRUM TRADING LIMITED
|
|
|
|
|
By:
/Arthur Amron/
|
|
|
Name:
|
Arthur
Amron
|
|
Title:
|
Vice
President
|
|
|
|
|
WEXFORD
CAPITAL LLC
|
|
|
|
|
By:
/Arthur Amron/
|
|
|
Name:
|
Arthur
Amron
|
|
Title:
|
Partner
and Secretary
|
|
|
|
|
/Charles E. Davidson/
|
|
Charles
E. Davidson
|
|
|
|
|
|
|
|
/Joseph M. Jacobs/
|
|
Joseph
M. Jacobs
|
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