SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
| Warren Resources, Inc. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 93564A100 |
| (CUSIP Number) |
| June 30, 2013 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
X |
Rule 13d-1(b) |
|
|
|
Rule 13d-1(c) |
|
|
|
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).
PAGE 1 OF 8 PAGES
| CUSIP No. 93564A100 |
| 1 |
NAME OF REPORTING PERSON
Manulife Financial Corporation | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o N/A | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | SOLE VOTING POWER
-0- | |
| 6 |
SHARED VOTING POWER
-0- | ||
| 7 |
SOLE DISPOSITIVE POWER
-0- | ||
| 8 |
SHARED DISPOSITIVE POWER
-0- | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None, except through its indirect, wholly-owned subsidiaries, Manulife
Asset Management | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
See line 9 above. | ||
| 12 |
TYPE OF REPORTING PERSON*
HC | ||
*SEE INSTRUCTIONS
PAGE 2 OF 8 PAGES
| CUSIP No. 93564A100 |
| 1 |
NAME OF REPORTING PERSON
Manulife Asset Management (North America) Limited | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o N/A | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | SOLE VOTING POWER
24,899 | |
| 6 |
SHARED VOTING POWER
-0- | ||
| 7 |
SOLE DISPOSITIVE POWER
24,899 | ||
| 8 |
SHARED DISPOSITIVE POWER
-0- | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,899 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.03% | ||
| 12 |
TYPE OF REPORTING PERSON*
IA | ||
*SEE INSTRUCTIONS
PAGE 3 OF 8 PAGES
| CUSIP No. 93564A100 |
| 1 |
NAME OF REPORTING PERSON
Manulife Asset Management (US) LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o N/A | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | SOLE VOTING POWER
4,243,436 | |
| 6 |
SHARED VOTING POWER
-0- | ||
| 7 |
SOLE DISPOSITIVE POWER
4,243,436 | ||
| 8 |
SHARED DISPOSITIVE POWER
-0- | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,243,436 | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.83% | ||
| 12 |
TYPE OF REPORTING PERSON*
IA | ||
*SEE INSTRUCTIONS
PAGE 4 OF 8 PAGES
| CUSIP No. 93564A100 |
Item 1(a)
Name of Issuer:
Warren Resources, Inc.
Item 1(b)
Address of Issuer's
Principal Executive Offices:
1114 Avenue of the Americas
New York, New York 10036
Item 2(a)
Name of Person Filing:
This filing is made on behalf of Manulife Financial Corporation ("MFC") and MFC’s indirect, wholly-owned subsidiaries,
Manulife Asset Management (North America) Limited ("MAM (NA)") and Manulife Asset Management (US) LLC ("MAM (US)")
Item 2(b)
Address of Principal
Business Office:
The principal business offices of MFC and MAM (NA) are located at 200 Bloor Street East, Toronto, Ontario, Canada, M4W 1E5.
The principal business office of MAM (US) is located at 101 Huntington Avenue, Boston, Massachusetts 02199.
Item 2(c)
Citizenship:
MFC and MAM (NA) are organized and exist under the laws of Canada.
MAM (US) is organized and exists under the laws of the State of Delaware.
Item 2(d)
Title of Class of
Securities:
Common Stock
Item 2(e)
CUSIP Number:
93564A100
Item 3
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:
MFC:
(g) (X)
a parent holding
company or control person in
accordance with §240.13d-1(b)(1)(ii)(G).
MAM (NA):
(e) (X)
an investment
adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
MAM (US):
(e) (X)
an investment
adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
Item 4
Ownership:
(a) Amount Beneficially Owned: MAM (NA) has beneficial ownership of 24,899 shares of Common Stock. MAM (US) has beneficial ownership of 4,243,436 shares of Common Stock. Through its parent-subsidiary relationship to MAM (NA) and MAM (US), MFC may be deemed to have beneficial ownership of these same shares.
PAGE 5 OF 8 PAGES
(b) Percent of Class: : Of the 72,865,310 shares outstanding as of May 6, 2013, according to the issuer's Quarterly Report filed on Form 10-Q for the quarterly period ended March 31, 2013, MAM (NA) held 0.03% and MAM (US) held 5.83%.
(c) Number of shares as to which the person has:
(i)
sole power to vote or to direct the vote:
MAM (NA) and MAM (US) each has sole power to vote or to direct the voting of the shares of Common Stock beneficially owned by each
of them.
(ii)
shared power to vote or to direct the vote: -0-
(iii)
sole power to dispose or to direct the disposition of:
MAM (NA) and MAM (US) each has sole power to dispose or to direct the disposition of the shares of Common Stock beneficially owned
by each of them.
(iv)
shared power to dispose or to direct the disposition of: -0-
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 or Control Person:
See Items 3 and 4 above.
Item 8
Identification and Classification
of Members of the Group:
Not applicable.
Item 9
Notice of Dissolution of Group:
Not applicable.
Item 10
Certification:
By signing below the undersigned certifies that, to the best of its 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.
PAGE 6 OF 8 PAGES
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Manulife Financial Corporation | ||
| By: | /s/ Kenneth G. Pogrin | |
| Name: | Kenneth G. Pogrin | |
| Dated: July 9, 2013 | Title: | Attorney in Fact* |
| Manulife Asset Management (North America) Limited | ||
| By: | /s/ Kenneth G. Pogrin | |
| Name: | Kenneth G. Pogrin | |
| Dated: July 9, 2013 | Title: | General Counsel and Secretary |
| Manulife Asset Management (US) LLC | ||
| By: | /s/ William E. Corson | |
| Name: | William E. Corson | |
| Dated: July 9, 2013 | Title: | Vice President and Chief Compliance Officer |
* Signed pursuant to a Power of Attorney dated January 17, 2008 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 24, 2008.
PAGE 7 OF 8 PAGES
EXHIBIT A
JOINT FILING AGREEMENT
Manulife Financial Corporation, Manulife Asset Management (North America) Limited, Manulife Asset Management (US) LLC agree that the Schedule 13G (Amendment No. 5) to which this Agreement is attached, relating to the Common Stock of Warren Resources, Inc., is filed on behalf of each of them.
| Manulife Financial Corporation | ||
| By: | /s/ Kenneth G. Pogrin | |
| Name: | Kenneth G. Pogrin | |
| Dated: July 9, 2013 | Title: | Attorney in Fact* |
| Manulife Asset Management (North America) Limited | ||
| By: | /s/ Kenneth G. Pogrin | |
| Name: | Kenneth G. Pogrin | |
| Dated: July 9, 2013 | Title: | General Counsel and Secretary |
| Manulife Asset Management (US) LLC | ||
| By: | /s/ William E. Corson | |
| Name: | William E. Corson | |
| Dated: July 9, 2013 | Title: | Vice President and Chief Compliance Officer |
* Signed pursuant to a Power of Attorney dated January 17, 2008 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 24, 2008.
PAGE 8 OF 8 PAGES