UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
ENERGY PARTNERS, LTD.
(Exact Name of Registrant as Specified in its Charter)
Delaware 72--1409562
(State of Incorporation or Organization) (IRS Employer
Identification Number)
201 St. Charles Avenue, Suite 3400
New Orleans, Louisiana 70170
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b)of the Act:
Name of Each Exchange on Which
Title of Each Class to be so Registered Each Class is to be Registered
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Preferred Share Purchase Rights New York Stock Exchange
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box: [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box: [_]
Securities Act registration statement file number to which
this form relates: N/A
Securities to be registered pursuant to Section 12(g)of the Act:
None
(Title of Each Class)
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On September 13, 2006, the Board of Directors (the "Board") of Energy
Partners, Ltd., a Delaware corporation (the "Company"), declared a dividend of
one preferred share purchase right (a "Right") for each outstanding share of
common stock, par value $0.01 per share, of the Company ("Common Stock"). The
dividend is payable on September 15, 2006 to the stockholders of record as of
the close of business on September 15, 2006. The specific terms of the Rights
are contained in the Rights Agreement, dated as of September 14, 2006, between
the Company and Mellon Investor Services LLC, as Rights Agent (the "Rights
Agreement").
The Board has adopted this Rights Agreement to protect stockholders
from coercive or otherwise unfair takeover tactics. In general terms, the Rights
impose a significant penalty upon any person or group which acquires 10% or more
of the outstanding Common Stock without the prior approval of the Board. The
Company, its subsidiaries, employee benefits plans of the Company or any of its
subsidiaries, and any entity holding Common Stock for or pursuant to the terms
of any such plans will be excepted.
For those interested in the specific terms of the Rights Agreement,
the following summary description is provided. Please note, however, that this
description is only a summary, and is not complete, and should be read together
with the entire Rights Agreement, which has been filed with the Securities and
Exchange Commission as an exhibit to this Registration Statement and is
incorporated herein by reference. A copy of the Rights Agreement is available
free of charge, on request from any stockholder, from the Company.
THE RIGHTS. Our Board authorized the issuance of a Right with respect to each
outstanding share of common stock on September 15, 2006. The Rights will
initially trade with, and will be inseparable from, the common stock. The Rights
are evidenced only by certificates that represent shares of common stock. New
Rights will accompany any new shares of common stock we issue after September
15, 2006 until the Distribution Date described below.
EXERCISE PRICE. Each Right will allow its holder to purchase from our Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock
("Preferred Share") for $80, once the Rights become exercisable. This portion of
a Preferred Share will give the stockholder approximately the same dividend,
voting, and liquidation rights as would one share of common stock. Prior to
exercise, the Right does not give its holder any dividend, voting, or
liquidation rights.
EXERCISABILITY. The Rights will not be exercisable until
o 10 days after the public announcement that a person or group has become an
"Acquiring Person" by obtaining beneficial ownership of 10% or more of our
outstanding common stock, or, if earlier,
o 10 business days (or a later date determined by our Board before any person
or group becomes an Acquiring Person) after a person or group begins a
tender or exchange offer which, if completed, would result in that person
or group becoming an Acquiring Person (except that in the case of the
proposed merger with Stone Energy Corporation the Rights are
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not exercisable and in the case of the pending tender offer by ATS, Inc.
the Board has deferred the exercisability of the Rights until ATS, Inc. or
any other person becomes an Acquiring Person or the Board decides
otherwise).
We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After that date, the Rights will separate from the common
stock and be evidenced by book-entry credits or by Rights certificates that we
will mail to all eligible holders of common stock. Any Rights held by an
Acquiring Person are void and may not be exercised.
CONSEQUENCES OF A PERSON OR GROUP BECOMING AN ACQUIRING PERSON.
o FLIP IN. If a person or group becomes an Acquiring Person, all holders of
Rights except the Acquiring Person may, for $80, purchase shares of our
common stock with a market value of $160, based on the market price of the
common stock prior to such acquisition.
o FLIP OVER. If our Company is later acquired in a merger or similar
transaction after the Rights Distribution Date, all holders of Rights
except the Acquiring Person may, for $80, purchase shares of the surviving
or acquiring corporation with a market value of $160 based on the market
price of the acquiring corporation's stock, prior to such merger.
PREFERRED SHARE PROVISIONS.
Each one one-hundredth of a Preferred Share, if issued:
o will not be redeemable.
o will entitle holders to quarterly dividend payments of $.01 per share, or
an amount equal to the dividend paid on one share of common stock,
whichever is greater.
o will entitle holders upon liquidation either to receive $1 per share or an
amount equal to the payment made on one share of common stock, whichever is
greater.
o will have the same voting power as one share of common stock.
o if shares of our common stock are exchanged via merger, consolidation, or a
similar transaction, will entitle holders to a per share payment equal to
the payment made on one share of common stock.
The value of one one-hundredth interest in a Preferred Share should approximate
the value of one share of common stock.
EXPIRATION. The Rights will expire on March 14, 2007, unless amended.
REDEMPTION. Our Board may redeem the Rights for $.01 per Right at any time
before any person or group becomes an Acquiring Person. If our Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only
right of the holders of Rights will be to
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receive the redemption price of $.01 per Right. The redemption price will be
adjusted if we have a stock split or stock dividends of our common stock.
EXCHANGE. After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of our outstanding common stock, our Board may
extinguish the Rights by exchanging one share of common stock or an equivalent
security for each Right, other than Rights held by the Acquiring Person.
ANTI-DILUTION PROVISIONS. Our Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend, a
stock split, a reclassification of the Preferred Shares or common stock. No
adjustments to the Exercise Price of less than 1% will be made.
AMENDMENTS. The terms of the Rights Agreement may be amended by our Board
without the consent of the holders of the Rights. After a person or group
becomes an Acquiring Person, our Board may not amend the agreement in a way that
adversely affects holders of the Rights
Item 2. EXHIBITS.
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4.1 Rights Agreement, dated as of September 14, 2006, between Energy
Partners, Ltd. and Mellon Investor Services LLC, as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: September 14, 2006
ENERGY PARTNERS, LTD.
By: /s/ John H. Peper
-----------------------------
Name: John H. Peper
Title: General Counsel and Corporate
Secretary
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EXHIBIT LIST
4.1 Rights Agreement, dated as of September 14, 2006, between Energy
Partners, Ltd. and Mellon Investor Services LLC, as Rights Agent.