UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d1)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
DELTA PETROLEUM CORPORATION
(Name of Subject Company (Issuer))
TRACINDA CORPORATION
KIRK KERKORIAN
(Name of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
247907207
(CUSIP Number of Class of Securities)
Richard E. Sobelle, Esq.
Tracinda Corporation
150 South Rodeo Drive, Suite 250
Beverly Hills, California 90212
(310) 271-0638
Copy to:
Janet S. McCloud, Esq.
Glaser, Weil, Fink,
Jacobs, & Shapiro, LLP
10250 Constellation Blvd., 19th Floor
Los Angeles, CA 90067
(310) 553-3000
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Calculation of Filing Fee
Transaction Valuation* | Amount of Filing Fee | |
Not Applicable | Not Applicable |
¨ | 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: $ | Filing Party: | |
Form or Registration Number: | Date Filed: |
þ | 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:
x third-party tender offer subject to Rule 14d-1.
¨ issuer tender offer subject to Rule 13e-4.
¨ going private transaction subject to Rule 13e-3.
x 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: ¨
CUSIP No. 247907207
1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Tracinda Corporation | |||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ | |||
3. | SEC Use Only
| |||
4. | Source of Funds (See Instructions)
WC | |||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| ¨ | ||
6. | Citizenship or Place of Organization
Nevada |
Number of Shares Beneficially Owned by Each Reporting Person With | 7. Sole Voting Power
36,128,000 | |
8. Shared Voting Power
| ||
9. Sole Dispositive Power
36,128,000 | ||
10. Shared Dispositive Power
|
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
36,128,000 | |||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| ¨ | ||
13. | Percent of Class Represented by Amount in Row (11)
34.96% * | |||
14. | Type of Reporting Person (See Instructions)
CO |
* | Percentage calculated on the basis of 103,350,044 shares of common stock issued and outstanding as of November 3, 2008, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008. |
2
CUSIP No. 247907207
1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Kirk Kerkorian | |||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ | |||
3. | SEC Use Only
| |||
4. | Source of Funds (See Instructions)
N/A | |||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| ¨ | ||
6. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 7. Sole Voting Power
36,128,000 | |
8. Shared Voting Power
| ||
9. Sole Dispositive Power
36,128,000 | ||
10. Shared Dispositive Power
|
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
36,128,000 | |||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| ¨ | ||
13. | Percent of Class Represented by Amount in Row (11)
34.96% * | |||
14. | Type of Reporting Person (See Instructions)
IN |
* | Percentage calculated on the basis of 103,350,044 shares of common stock issued and outstanding as of November 3, 2008, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008. |
3
For Immediate Release
Tracinda Announces It Will Not Proceed With Tender Offer For
Delta Petroleum Shares
Los Angeles – November 6, 2008 – Tracinda Corporation announced today that it has determined not to proceed with its previously announced tender offer for 14 million shares of Delta Petroleum Corporation (NASDAQ: DPTR) common stock. Tracinda cited the steep decline in the price of the Delta shares and the continued uncertainty in the capital and stock markets as factors contributing to its decision. Since Tracinda announced its intent to make a tender offer on October 31, 2008, Delta’s shares have declined from $9.11 (the closing price on the date before Tracinda’s announcement) to $6.66, or approximately 26.9%. Tracinda remains Delta’s largest shareholder with an approximate 35% stake and continues to believe strongly in Delta’s fundamental business model, its management team and its overall position in the industry.
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Contact:
Abernathy MacGregor Group
Winnie Lerner / Tom Johnson 212-371-5999