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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Encore Acquisition Company
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
29255W100
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

                     
CUSIP No.
  
29255W100 
  

 

           
1   NAMES OF REPORTING PERSONS
Fir Tree Value Master Fund, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   262,300
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    262,300
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  262,300
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.5%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN

2

 

                     
CUSIP No.
  
29255W100 
  

 

           
1   NAMES OF REPORTING PERSONS
Fir Tree Capital Opportunity Master Fund, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   48,300
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    48,300
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  48,300
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.1%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN

3

 

                     
CUSIP No.
  
29255W100 
  

 

           
1   NAMES OF REPORTING PERSONS
Fir Tree, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  New York
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   310,600
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    310,600
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  310,600
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.6%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

4

 

SCHEDULE 13G/A
This Amendment No. 3 to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Value”), Fir Tree Capital Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Capital Opportunity”) and Fir Tree, Inc., a New York corporation (“Fir Tree”), relating to common stock, par value $0.01 (the “Common Stock”) of Encore Acquisition Company, a Delaware corporation (the “Issuer”), purchased by Fir Tree Value and Fir Tree Capital Opportunity. Fir Tree is the investment manager of both Fir Tree Value and Fir Tree Capital Opportunity.
This Amendment is being filed to report the Reporting Persons no longer beneficially own more than 5% of the Issuer’s Common Stock.
Item 1(a)  
Name of Issuer.
Encore Acquisition Company
Item 1(b)  
Address of Issuer’s Principal Executive Offices.
777 Main Street, Suite 1400
Fort Worth, Texas 76102
Item 2(a)  
Name of Person Filing.
Item 2(b)  
Address of Principal Business Office.
Item 2(c)  
Place of Organization.
Fir Tree, Inc.
505 Fifth Avenue
23rd Floor
New York, New York 10017
A New York corporation
Fir Tree Value Master Fund, L.P.
c/o Admiral Administration Ltd.
Admiral Financial Center, 5th Floor
90 Fort Street, Box 32021 SMB
Grand Cayman, Cayman Islands
A Cayman Islands exempted limited partnership
Fir Tree Capital Opportunity Master Fund, L.P.
c/o Admiral Administration Ltd.
Admiral Financial Center, 5th Floor
90 Fort Street, Box 32021 SMB
Grand Cayman, Cayman Islands
A Cayman Islands exempted limited partnership

 

5

 

Fir Tree, Inc. is the investment manager for each of Fir Tree Value and Fir Tree Capital Opportunity and has been granted investment discretion over portfolio investments, including the Common Stock (as defined below), held by each of them.
Item 2(d)  
Title of Class of Securities.
common stock, par value $0.01 (the “Common Stock”)
Item 2(e)  
CUSIP Number.
29255W100
Item 3  
Reporting Person.
The person filing is not listed in Items 3(a) through 3(j).
Item 4  
Ownership.
(a) 
Fir Tree Value and Fir Tree Capital Opportunity are the beneficial owners of 262,300 shares of Common Stock and 48,300 shares of Common Stock, respectively. Fir Tree may be deemed to beneficially own the shares of Common Stock held by Fir Tree Value and Fir Tree Capital Opportunity as a result of being the investment manager of Fir Tree Value and Fir Tree Capital Opportunity.
 
(b) 
Fir Tree Value and Fir Tree Capital Opportunity are the beneficial owners of 0.5% and 0.1%, respectively, of the outstanding shares of Common Stock. Collectively, the Reporting Persons beneficially own 310,600 shares of Common Stock which represent 0.6% of the shares of Common Stock outstanding. These percentages are determined by dividing the number of shares of Common Stock beneficially held by 52,764,231, the number of shares of Common Stock issued and outstanding as of October 28, 2008, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 31, 2008.
 
(c) 
Fir Tree Value may direct the vote and disposition of 262,300 shares of Common Stock. Fir Tree Capital Opportunity may direct the vote and disposition of 48,300 shares of Common Stock. Fir Tree has been granted investment discretion over the Common Stock held by Fir Tree Value and Capital Opportunity.
Item 5  
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following þ.
Item 6  
Ownership of More Than Five Percent on Behalf of Another Person.

 

6

 

Inapplicable.
Item 7  
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
Inapplicable.
Item 8  
Identification and Classification of Members of the Group.
Inapplicable.
Item 9  
Notice of Dissolution of Group.
Inapplicable.
Item 10  
Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

7

 

SIGNATURE
After reasonable 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.
Date: February 9, 2009
         
  FIR TREE VALUE MASTER FUND, L.P.

By:  FIR TREE, INC., its Manager
 		  
  By:   /s/ Jeffrey Tannenbaum    
    Name:   Jeffrey Tannenbaum   
    Title:   President   
 
         
  FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P.

By:  FIR TREE, INC., its Manager
 		  
  By:   /s/ Jeffrey Tannenbaum    
    Name:   Jeffrey Tannenbaum   
    Title:   President   
 
         
  FIR TREE, INC.
 		  
  By:   /s/ Jeffrey Tannenbaum    
    Name:   Jeffrey Tannenbaum   
    Title:   President   

 

8

 

         
EXHIBIT INDEX
     
Exhibit No.   Description
 
    
1
  Joint Filing Agreement

 

9