UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 11)
ENERGY PARTNERS, LTD.
(Name of Subject Company (Issuer))
ATS INC.
WOODSIDE FINANCE LIMITED
WOODSIDE PETROLEUM LTD.
(Name of Filing Persons (Offeror))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
29270U105
(CUSIP Number of Class of Securities)
Jeff Soine
ATS Inc.
71683 Riverside Avenue
Covington, Louisiana 70433
Telephone: (985) 249-5300
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
With Copy to:
Lou R. Kling, Esq.
Ronald C. Barusch, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telephone: (212) 735-3000
CALCULATION OF FILING FEE
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| Transaction Valuation*: | | $ 985,093,611.00 | | Amount of Filing Fee**: | | $ 105,405.02 |
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| * | | Estimated for purposes of calculating the filing fee only. This calculation assumes the purchase of 42,830,157 shares of common stock, par value $0.01 per share (“Shares”), of Energy Partners, Ltd. at the tender offer price of $23.00 per share of common stock. Based upon information contained in Energy Partners, Ltd.’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2006, there were 38,396,001 Shares outstanding as of August 7, 2006 and a maximum of 6,153,156 Shares issuable pursuant to existing warrants, stock options, performance share awards and other share awards, of which 1,719,000 Shares are owned by Woodside Petroleum Ltd. and its subsidiaries (and are not included for purposes of this calculation). |
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| ** | | The amount of filing fee is calculated in accordance with Rule 0-11(a)(2) under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 For Fiscal Year 2006 issued by the Securities and Exchange Commission on November 23, 2005. Such fee equals $107.00 per $1,000,000 of the transaction value. |
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| þ | | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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| | | Amount previously paid: | | $105,405.02 | | Form or registration no.: | | Schedule TO | | |
| | | Filing Party: | | ATS Inc. | | Date Filed: | | August 31, 2006 | | |
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
| | þ | | third-party tender offer subject to Rule 14d-1. |
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| | o | | issuer tender offer subject to Rule 13e-4. |
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| | o | | going-private transaction subject to Rule 13e-3. |
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| | o | | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
TABLE OF CONTENTS
This Amendment No. 11 to the Tender Offer Statement on Schedule TO (this “Amended Schedule TO”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities Exchange Commission on August 31, 2006, and amended by Amendment No. 1 to the Tender Offer Statement filed on September 11, 2006, Amendment No. 2 to the Tender Offer Statement filed on September 18, 2006, Amendment No. 3 to the Tender Offer Statement filed on September 22, 2006, Amendment No. 4 to the Tender Offer Statement filed on September 26, 2006, Amendment No. 5 to the Tender Offer Statement filed on September 28, 2006, Amendment No. 6 to the Tender Offer Statement filed on October 10, 2006, Amendment No. 7 to the Tender Offer Statement filed on October 18, 2006, Amendment No. 8 to the Tender Offer Statement filed on October 20, 2006, Amendment No. 9 to the Tender Offer Statement filed on October 26, 2006 and Amendment No. 10 to the Tender Offer Statement filed on October 30, 2006 (as amended, the “Schedule TO”), by Woodside Petroleum Ltd., a company organized under the laws of Victoria, Australia (“Parent”), ATS Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (the “Purchaser”), and Woodside Finance Limited, a company incorporated under the laws of Victoria, Australia, and a wholly owned subsidiary of Parent, pursuant to Rule 14d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with Purchaser’s offer to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), of Energy Partners, Ltd., a Delaware corporation (the “Company”), and the associated preferred stock purchase rights (the “Rights” and, together with the Common Stock, the “Shares”) issued pursuant to the Rights Agreement with Mellon Investor Services LLC, dated as of September 14, 2006 (the “Rights Agreement”), for $23.00 per Share, net to the seller in cash (less applicable withholding taxes and without interest). The terms and conditions of the offer are described in the Offer to Purchase, dated August 31, 2006, as amended (the “Offer to Purchase”) and the accompanying Letter of Transmittal, as amended (the “Letter of Transmittal”), and the instructions thereto (the offer reflected by such terms and conditions, as they may be amended or supplemented from time to time, constitutes the “Offer”). Capitalized terms used and not otherwise defined in this Amended Schedule TO shall have the same meanings assigned to such terms in the Schedule TO or the Offer to Purchase.
ITEMS 1 THROUGH 9, AND ITEM 11
All information in the Offer to Purchase and the related Letter of Transmittal, including all schedules thereto which were previously filed as exhibits to the Schedule TO, is incorporated by reference to Items 1 through 9 and Item 11 of the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.
The Offer to Purchase is hereby amended as follows:
1. Section 10 (“Background of the Offer; Contacts with the Company”) is hereby amended by adding the following at the end of such section before the sentence “For an update on litigation, see Section 15 (“Certain Legal Matters and Regulatory Approvals”) below:
“On October 30, 2006, Purchaser filed its definitive consent statement.
On November 1, 2006, the Company filed a definitive consent revocation statement on Schedule 14A opposing the Consent Solicitation.
Also on November 1, 2006, the Company sent a letter and a packet of information regarding the Company and its prospects to Purchaser and that the Company stated it had supplied to all other parties who have expressed interest in the Company.
On November 2, 2006, Purchaser sent a letter to the Company thanking it for the information package and stating its desire to review any nonpublic information about the Company which the Company believes could allow Purchaser to find additional value. Purchaser also noted that it would like access to the information that other potential interested parties had been given access to. Purchaser informed the Company that it would be willing to enter into a confidentiality agreement in order to access data regarding the Company, as long as the terms of such agreement would not have the effect of causing Purchaser to terminate the Offer or limiting Purchaser’s ability to make necessary disclosures to stockholders in connection with the Offer. In the letter, Purchaser also reiterated its intention to not further extend the Offer past the Expiration Date of November 17, 2006, but indicated that it could complete the review of any necessary information within the span of a few days.”
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is amended and supplemented by adding the following:
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| (a)(5)(R) | | Letter from ATS Inc. to Energy Partners, Ltd., dated November 2, 2006 |
