Energy Partners Ltd. - 8K - 09/14/06
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
————————————
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): September 14,
2006
————————————
ENERGY
PARTNERS, LTD.
(Exact
name of registrant as specified in its charter)
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|
Delaware
|
001-16179
|
72-1409562
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file number)
|
(I.R.S.
Employer
Identification
No.)
|
201
St. Charles Avenue, Suite 3400
New
Orleans, Louisiana 70170
(Address
of principal executive offices)
(504) 569-1875
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
————————————
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[X]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[X]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement
Item
3.03
below is incorporated herein by reference.
Item
3.03 Material
Modification to Rights of Security Holders
On
September 13, 2006, the Board of Directors (the “Board”) of Energy Partners,
Ltd., a Delaware corporation (the “Company”), declared a dividend of one
preferred share purchase right (a “Right”) for each outstanding share of common
stock, par value $0.01 per share, of the Company (“Common Stock”). The dividend
is payable on September 15, 2006 to the stockholders of record as of the close
of business on September 15, 2006. The specific terms of the Rights are
contained in the Rights Agreement, dated as of September 14, 2006, between
the
Company and Mellon Investor Services LLC, as Rights Agent (the “Rights
Agreement”).
The
Board
has adopted this Rights Agreement to protect stockholders from coercive or
otherwise unfair takeover tactics. In general terms, the Rights impose a
significant penalty upon any person or group which acquires 10% or more of
the
outstanding Common Stock without the prior approval of the Board. The Company,
its subsidiaries, employee benefits plans of the Company or any of its
subsidiaries, and any entity holding Common Stock for or pursuant to the terms
of any such plans will be excepted.
For
those
interested in the specific terms of the Rights Agreement, the following summary
description is provided. Please note, however, that this description is only
a
summary, and is not complete, and should be read together with the entire Rights
Agreement, which has been filed with the Securities and Exchange Commission
as
an exhibit to this Registration Statement and is incorporated herein by
reference. A copy of the Rights Agreement is available free of charge, on
request from any stockholder, from the Company.
The
Rights. Our Board authorized the issuance of a Right with respect to each
outstanding share of common stock on September 15, 2006. The Rights will
initially trade with, and will be inseparable from, the common stock. The Rights
are evidenced only by certificates that represent shares of common stock. New
Rights will accompany any new shares of common stock we issue after September
15, 2006 until the Distribution Date described below.
Exercise
Price. Each Right will allow its holder to purchase from our Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock
(“Preferred Share”) for $80, once the Rights become exercisable. This portion of
a Preferred Share will give the stockholder approximately the same dividend,
voting, and liquidation rights as would one share of common stock. Prior to
exercise, the Right does not give its holder any dividend, voting, or
liquidation rights.
Exercisability.
The Rights will not be exercisable until
•
10
days
after the public announcement that a person or group has become an “Acquiring
Person” by obtaining beneficial ownership of 10% or more of our outstanding
common stock, or, if earlier,
• 10
business days (or a later date determined by our Board before any person or
group becomes an Acquiring Person) after a person or group begins a tender
or
exchange offer which, if completed, would result in that person or group
becoming an Acquiring Person (except that in the case of the proposed merger
with Stone Energy Corporation the Rights are not exercisable and in the case
of
the pending tender offer by ATS, Inc. the Board has deferred the exercisability
of the Rights until ATS, Inc. or any other person becomes an Acquiring Person
or
the Board decides otherwise).
We
refer
to the date when the Rights become exercisable as the “Distribution Date.” Until
that date, the common stock certificates will also evidence the Rights, and
any
transfer of shares of common stock will constitute a transfer of Rights. After
that date, the Rights will separate from the common stock and be evidenced
by
book-entry credits or by Rights certificates that we will mail to all eligible
holders of common stock. Any Rights held by an Acquiring Person are void and
may
not be exercised.
Consequences
of a Person or Group Becoming an Acquiring Person.
•
Flip
In.
If a person or group becomes an Acquiring Person, all holders of Rights except
the Acquiring Person may, for $80, purchase shares of our common stock with
a
market value of $160, based on the market price of the common stock prior to
such acquisition.
•
Flip
Over.
If our Company is later acquired in a merger or similar transaction after the
Rights Distribution Date, all holders of Rights except the Acquiring Person
may,
for $80, purchase shares of the surviving or acquiring corporation with a market
value of $160 based on the market price of the acquiring corporation’s stock,
prior to such merger.
Preferred
Share Provisions.
Each
one
one-hundredth of a Preferred Share, if issued:
•
will
not
be redeemable.
•
will
entitle holders to quarterly dividend payments of $.01 per share, or an amount
equal to the dividend paid on one share of common stock, whichever is
greater.
•
will
entitle holders upon liquidation either to receive $1 per share or an amount
equal to the payment made on one share of common stock, whichever is
greater.
•
will
have
the same voting power as one share of common stock.
•
if
shares
of our common stock are exchanged via merger, consolidation, or a similar
transaction, will entitle holders to a per share payment equal to the payment
made on one share of common stock.
The
value
of one one-hundredth interest in a Preferred Share should approximate the value
of one share of common stock.
Expiration.
The Rights will expire on March 14, 2007, unless amended.
Redemption.
Our Board may redeem the Rights for $.01 per Right at any time before any person
or group becomes an Acquiring Person. If our Board redeems any Rights, it must
redeem all of the Rights. Once the Rights are redeemed, the only right of the
holders of Rights will be to receive the redemption price of $.01 per Right.
The
redemption price will be adjusted if we have a stock split or stock dividends
of
our common stock.
Exchange.
After a person or group becomes an Acquiring Person, but before an Acquiring
Person owns 50% or more of our outstanding common stock, our Board may
extinguish the Rights by exchanging one share of common stock or an equivalent
security for each Right, other than Rights held by the Acquiring
Person.
Anti-Dilution
Provisions. Our Board may adjust the purchase price of the Preferred Shares,
the
number of Preferred Shares issuable and the number of outstanding Rights to
prevent dilution that may occur from a stock dividend, a stock split, a
reclassification of the Preferred Shares or common stock. No adjustments to
the
Exercise Price of less than 1% will be made.
Amendments.
The terms of the Rights Agreement may be amended by our Board without the
consent of the holders of the Rights. After a person or group becomes an
Acquiring Person, our Board may not amend the agreement in a way that adversely
affects holders of the Rights.
The
Rights
Agreement, specifying the terms of the Rights, is filed as an exhibit hereto
and
is hereby incorporated by reference.
Item
9.01. Financial
Statements and Exhibits.
Exhibit.
The following is filed as an exhibit herewith:
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Exhibit
No.
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Description
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4.1
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Energy
Partners, Ltd. and Mellon Investor Services LLC Rights Agreement,
dated
September 14, 2006 (incorporated by reference to Form 8-A filed September
14, 2006).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
September 15, 2006
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ENERGY
PARTNERS, LTD.
By:
/s/
John H. Peper
John H. Peper
Executive Vice President, General
Counsel
and Corporate Secretary
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