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. 13)
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
Transaction Valuation*: $ 985,093,611.00 Amount of Filing Fee**: $ 105,405.02
| * | | 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). |
| |
| ** | | 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. |
| |
| 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. |
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. |
| |
| | o | | issuer tender offer subject to Rule 13e-4. |
| |
| | o | | going-private transaction subject to Rule 13e-3. |
| |
| | 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
This Amendment No. 13 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, Amendment No. 10 to the Tender Offer Statement filed on October 30, 2006, Amendment No. 11 to the Tender Offer Statement filed on November 2, 2006 and Amendment No. 12 to the Tender Offer Statement filed November 3, 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”), the Supplement to the Offer to Purchase, dated November 2, 2006 (the “Supplement”) and the 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, the Offer to Purchase or the Supplement.
ITEMS 1 THROUGH 9, AND ITEM 11
All information set forth in the Offer to Purchase, the Supplement and the Letter of Transmittal, including all schedules thereto which were previously filed as exhibits to the Schedule TO, is incorporated herein by reference with respect to Items 1-9 and 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 November 6, 2006 the Company sent a letter to Purchaser stating that the Company would be willing to furnish to Purchaser confidential data that the Company furnished to other interested parties only if Purchaser delayed the November 17, 2006 deadline for the Expiration Date of the Offer.
On November 7, 2006, in response to Purchaser’s request to enter into a confidentiality agreement in order to access confidential data regarding the Company, Credit Suisse received a call from Evercore Group L.L.C. (“Evercore”), one of the Company’s financial advisors. Evercore stated that any review of the Company’s confidential data by Purchaser would be conditioned on Purchaser suspending its Offer and Consent Solicitation until January 15, 2007.
On November 8, 2006, Purchaser sent a letter to the Company’s stockholders regarding the Consent Solicitation.”
2. The section under the heading “Exon-Florio Act.” in Section 15 (“Certain Legal Matters and Regulatory Approvals”) is hereby amended by adding the following at the end of such section:
“On November 7, 2006, Parent and the Company were notified that CFIUS had reviewed the voluntary notification submitted by Purchaser and determined that a full investigation was not warranted. This concluded the review by CFIUS of the proposed transaction.”
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is amended and supplemented by adding the following:
| | | | (a)(5)(S) Letter from ATS Inc. to Energy Partners, Ltd. Stockholders, dated November 8, 2006 |
