Washington,
DC 20549
SCHEDULE
14D-9/A
Solicitation/Recommendation
Statement under
Section
14(d)(4) of the Securities Exchange Act of 1934
Amendment
No. 9
ENERGY
PARTNERS, LTD.
(Name
of
Subject Company)
ENERGY
PARTNERS, LTD.
(Name
of
Person(s) Filing Statement)
Common
Stock, par value $0.01 per share
(Title
of
Class of Securities)
29270U105
(CUSIP
Number of Class of Securities)
John H.
Peper
Executive
Vice President,
General
Counsel and Corporate Secretary
Energy
Partners, Ltd.
201
St. Charles Avenue, Suite 3400
New
Orleans, Louisiana 70170
(504)
569-1875
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications
on Behalf of the Person(s) Filing Statement)
With
Copies to:
|
Kenneth
W. Orce, Esq.
John
Schuster, Esq.
Cahill
Gordon & Reindel LLP
80
Pine Street
New
York, New York 10005
(212)
701-3000
|
Richard
D. Katcher, Esq.
Trevor
S. Norwitz, Esq.
Wachtell,
Lipton, Rosen & Katz
51
West 52nd Street
New
York, New York 10019-6150
(212)
403-1000
|
| o |
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender
offer.
|
This
Amendment No. 9 (this "Amendment") amends and supplements the Solicitation
/
Recommendation Statement on Schedule 14D-9 filed on September 14, 2006, as
amended by Amendments
1, 2, 3, 4, 5, 6, 7 and 8 (as so amended, the "Schedule 14D-9"), by Energy
Partners, Ltd., a Delaware corporation (the "Company" or "EPL").
The
purpose of this amendment is to amend and supplement Items 8 and 9 of the
Schedule 14D-9. Except as specifically provided herein, this Amendment does
not
modify any of the information previously reported on the Schedule
14D-9.
Item
8. Additional
Information
On
November 6, 2006, EPL sent a letter to ATS. A copy of the letter is attached
as
Exhibit (a)(15) and incorporated by reference herein.
Item
9. Exhibits
Item
9 of
the Schedule 14D-9 is amended and supplemented by adding the
following:
|
(a)(15)
|
Letter
to ATS, Inc., dated November 6, 2006.
|
SIGNATURE
After
due
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.
ENERGY
PARTNERS, LTD.
By: /s/
John H. Peper________________
Name:
John H. Peper
Title:
Executive Vice President, General
Counsel
and Corporate Secretary
Dated:
November 6, 2006
Exhibit
(a)(15)
November
6, 2006
Via
facsimile (61-8-9325-8178)
Mr.
Don
Voelte, Managing Director & CEO
Woodside
Petroleum Ltd.
Woodside
Plaza, 240 St Georges Terrace
Perth,
Western Australia, 6000
Dear
Mr.
Voelte:
We
are in
receipt of your letter of November 2, 2006. Candidly, the rhetoric in that
letter, while perhaps self satisfying, is neither correct nor
constructive.
As
we
have said from the outset, we are committed to a full and thorough exploration
of alternatives to maximize value for our stockholders.
We
will
furnish ATS with confidential information on a basis consistent with our
Board
of Directors' responsibility to ensure a fair and thorough process for our
stockholders.
We
would
require, in turn, that you set aside your unrealistic self-imposed
deadline of November 17, 2006, as it is clearly incompatible with such a
process.
Our
advisors will be in touch with you shortly to discuss mutually acceptable
terms
for your
participation
in the process.
Sincerely,
Richard
A. Bachmann
Chairman
and Chief Executive Officer