RULE 424(b)(3)
RS NO. 333-91214
PROSPECTUS
(ENERGY PARTNERS LOGO)
9,067,983 SHARES OF COMMON STOCK
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This prospectus relates to 9,067,983 shares of our common stock that may be
offered from time to time by some of our securityholders. These securityholders
may include "affiliates," as defined in Rule 405 under the Securities Act of
1933, as amended. We issued, or may issue, these shares in connection with our
acquisition of Hall-Houston Oil Company and related transactions. These shares
of common stock include 574,931 shares issued at the time of the acquisition, up
to 4,000,000 shares issuable upon exercise of outstanding warrants and up to
4,493,052 shares issuable upon conversion of our Series D exchangeable
convertible preferred stock, both issued at the time of the acquisition. For a
description of the warrants and Series D preferred stock, see the section
entitled "Terms of the Warrants and Series D Preferred Stock."
We expect that sales made pursuant to this prospectus will be made:
- in broker's transactions;
- in transactions directly with market makers; or
- in negotiated sales or otherwise.
The selling securityholders will determine when they will sell their
shares, and in all cases they will sell their shares at the current market price
or at prices negotiated at the time of the sale. We will not receive any
proceeds from these sales other than the exercise price payable to exercise the
warrants.
The brokers and dealers the selling securityholders utilize in selling
these shares may receive compensation in the form of underwriting discounts,
concessions or commissions from the sellers or purchasers of the shares. Any
compensation may exceed customary commissions. The selling securityholders and
the brokers and dealers they utilize may be deemed to be "underwriters" within
the meaning of the securities laws, and any commissions received and any profits
realized by them upon the sale of shares may be considered to be underwriting
compensation.
Our common stock is listed on the New York Stock Exchange under the symbol
"EPL." On August 14, 2002, the last reported sale price of our common stock as
reported on the New York Stock Exchange was $7.35 per share.
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THIS INVESTMENT INVOLVES RISKS. SEE THE "RISK FACTORS" SECTION ON PAGE 1.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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This prospectus is dated August 16, 2002.
TABLE OF CONTENTS
PAGE
----
Risk Factors................................................ 1
Our Company................................................. 3
Use of Proceeds............................................. 3
Terms of the Warrants and the Series D Preferred Stock...... 4
Selling Securityholders..................................... 5
Plan of Distribution........................................ 8
Legal Matters............................................... 9
Experts..................................................... 9
Where You Can Find More Information......................... 9
No person is authorized to give any information or to make any
representations other than those contained in this prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy such securities in any circumstance in which
such offer or solicitation is unlawful. Neither the delivery of this prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in our affairs since the date hereof
or that the information contained or incorporated by reference herein is correct
as of any time subsequent to the date of this prospectus.
FORWARD LOOKING STATEMENTS
All statements other than statements of historical fact contained in this
prospectus, the documents incorporated by reference in this prospectus and other
written or oral statements made by us or on our behalf, are forward-looking
statements. When used herein, the words "anticipates," "expects," "believes,"
"goals," "intends," "plans," or "projects" and similar expressions are intended
to identify forward-looking statements. It is important to note that
forward-looking statements are based on a number of assumptions about future
events and are subject to various risks, uncertainties and other factors that
may cause our actual results to differ materially from the views, beliefs and
estimates expressed or implied in such forward-looking statements. We refer you
specifically to the section entitled "Risk Factors," as well as the disclosure
contained in our latest annual report on Form 10-K and the other documents
incorporated by reference herein. Although we believe that the assumptions on
which any forward-looking statements in this prospectus and periodic reports
filed by us are reasonable, no assurance can be given that such assumptions will
prove correct. All forward-looking statements in this document are expressly
qualified in their entirety by the cautionary statements in this paragraph.
RISK FACTORS
You should consider carefully the following factors, as well as those
discussed elsewhere in this prospectus. In addition to the factors below, please
refer to the disclosure contained in our latest annual report on Form 10-K for
the fiscal year ended December 31, 2001. Please read "Items 1 & 2. Business and
Properties -- Regulatory Matters" and "-- Additional Factors Affecting Business"
in our latest annual report for these risk factors. Please also read "Where You
Can Find More Information."
THE MARKET PRICE OF OUR COMMON STOCK COULD BE ADVERSELY AFFECTED BY SALES OF
SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK IN THE PUBLIC MARKETS.
Our largest stockholders, Evercore Capital Partners L.P. and affiliates,
Energy Income Fund, L.P. and Richard A. Bachmann, our chairman, president and
chief executive officer, could sell a substantial number of shares of our common
stock in the public market, either pursuant to exemptions afforded to affiliates
under Rule 144 under the Securities Act or pursuant to an effective registration
statement. Affiliates may sell under Rule 144 of the Securities Act the greater
of 1% of the number of shares of common stock then outstanding and the average
weekly trading volume of our common stock on the New York Stock Exchange during
the four calendar weeks preceding the filing of a required notice of such sale.
Such sales by our largest stockholders, sales by other securityholders or the
perception that such sales might occur, could have a material adverse effect on
the price of our common stock or could impair our ability to obtain capital
through an offering of equity securities.
Additionally, in connection with the acquisition of Hall-Houston, we issued
warrants and Series D exchangeable convertible preferred stock that can be
exchanged or exercised for a total of up to 8,493,052 shares of our common
stock. See "Terms of the Warrants and the Series D Preferred Stock" for the
terms of these securities. All of the common stock underlying the warrants and
Series D preferred stock will be freely tradable upon resale pursuant to this
prospectus. Also in the acquisition transactions, we entered into an earnout
agreement which, depending on the performance of the oil and gas properties
subject to the agreement, could obligate us to issue up to $40,000,000 market
value of our common stock to the participants in the agreement, and such common
stock is required to be publicly registered under the agreement.
THE MARKET PRICE OF OUR COMMON STOCK HAS EXPERIENCED SUBSTANTIAL VOLATILITY AND
MAY CONTINUE TO DO SO IN THE FUTURE.
Since our initial public offering in November 2000 at a price of $15.00 per
share, the trading price for our common stock on the New York Stock Exchange has
declined to $7.35 as of August 14, 2002. The market price of our common stock
may not exceed or even remain at current levels. The following factors may have
an adverse impact on the market price of our common stock:
- lack of success in our drilling activities, including exploratory
drilling;
- fluctuations in oil and gas prices;
- market conditions for oil and gas stocks;
- market conditions generally;
- governmental regulation; and
- fluctuations in our operating results.
PROVISIONS IN OUR ORGANIZATIONAL DOCUMENTS AND UNDER DELAWARE LAW COULD DELAY OR
PREVENT A CHANGE IN CONTROL OF OUR COMPANY, WHICH COULD ADVERSELY AFFECT THE
MARKET PRICE OF OUR COMMON STOCK.
The existence of some provisions in our organizational documents and under
Delaware law could delay or prevent a change in control of our company, which
could adversely affect the market price of our common
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stock. The provisions in our certificate of incorporation and bylaws that could
delay or prevent an unsolicited change in control of our company include:
- the board of directors' ability to issue shares of preferred stock and
determine the terms of the preferred stock without securityholder
approval; and
- a prohibition on the right of securityholders to call meetings and a
limitation on the right of securityholders to act by written consent and
to present proposals or make nominations at security-holder meetings.
In addition, Delaware law imposes some restrictions on mergers and other
business combinations between us and any holder of 15% or more of our
outstanding common stock. Evercore is generally exempted from these provisions.
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OUR COMPANY
We are an independent oil and natural gas exploration and production
company concentrated in the shallow to moderate depth waters of the central
region of the Gulf of Mexico Shelf. We have focused on the Central Gulf of
Mexico Shelf area because that area provides us with favorable geologic and
economic conditions, including multiple reservoir formations, regional economies
of scale, extensive infrastructure and comprehensive geologic databases. We
believe that this region offers a balanced and ample array of existing and
prospective exploration, exploitation and development opportunities in both
established productive horizons and deeper geologic formations. As of December
31, 2001, we had estimated proved reserves of approximately 61.8 billion cubic
feet of natural gas and 25.5 million barrels of oil, or an aggregate of
approximately 35.8 million barrels of oil equivalent. Giving effect to the
January 2002 Hall-Houston acquisition as if the two companies were combined on
December 31, 2001, our pro forma estimated proved reserves would have been
approximately 45.2 million barrels of oil equivalent, 43% of which would have
been natural gas.
Since our incorporation in January 1998 by Richard A. Bachmann, our
founder, chairman, president and chief executive officer, we have assembled a
team of geoscientists and management professionals with considerable
region-specific geological, geophysical, technical and operational experience.
We have grown through a combination of multi-year, multi-well drill to earn
programs, strategic acquisitions of interests in mature oil and gas fields and,
most recently, the acquisition of Hall-Houston Oil Company. The acquisition of
Hall-Houston strengthened our management team, expanded our property base and
reduced our property concentration. It also expanded our portfolio of
exploration opportunities and our technical knowledge base. The acquisition
moved us to a more balanced natural gas and oil production profile and has added
12 offshore exploratory blocks to complement our development and drill to earn
portfolio.
Our strategy is to grow our reserves and production through a balanced
investment program including low risk exploitation and development activities in
and around our existing fields and moderate risk exploration activities in the
shallow to moderate depth waters of the central region of the Gulf of Mexico
Shelf. A limited amount of our exploration budget each year will be allocated to
high risk, high potential exploration prospects in this region.
Our principal executive offices are located at 201 St. Charles Avenue,
Suite 3400, New Orleans, Louisiana 70170. Our telephone number is (504)
569-1875. We also maintain a web site at www.eplweb.com which contains
information about us. Our web site and the information contained in it and
connected to it shall not be deemed incorporated by reference into this
prospectus.
USE OF PROCEEDS
We will not receive any of the proceeds from the offer and sale of the
shares of our common stock by the selling securityholders. However, since some
of these shares are issuable upon the exercise of warrants, we will receive
proceeds from the exercise of these warrants, and will use such proceeds for
general corporate purposes.
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TERMS OF THE WARRANTS AND THE SERIES D PREFERRED STOCK
WARRANTS
In connection with our acquisition of Hall-Houston we issued 4,000,000
warrants, 1,000,000 of which are exercisable at $9.00 per share and 3,000,000 of
which are exercisable at $11.00 per share. The warrants are not exercisable
until January 15, 2003. The warrants expire in 2007.
SERIES D PREFERRED STOCK
In connection with our acquisition of Hall-Houston we issued $38,370,662.31
liquidation preference of Series D exchangeable convertible preferred stock.
The Series D preferred stock:
- pays semi-annual dividends at annual rates increasing over time from 7%
to 10%;
- pays dividends in cash from the issue date until December 31, 2005, in
cash or in additional shares of Series D preferred stock (at our option)
after December 31, 2005 and on or before December 31, 2008, and in cash
again from January 1, 2009 forward;
- is convertible into our common stock at a conversion price of $8.54 per
share, and therefore is convertible in the aggregate into 4,493,052
shares of our common stock;
- is redeemable at our option beginning in 2005;
- is exchangeable (at our option) for convertible subordinated debt
securities with similar economic terms and a seven year maturity in an
aggregate principal amount equal to the liquidation preference of such
preferred stock; and
- is not mandatorily redeemable.
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SELLING SECURITYHOLDERS
We have filed a registration statement, of which this prospectus forms a
part, in order to permit the selling securityholders or their transferees to
resell to the public up to 9,067,983 shares of our common stock, of which up to
4,000,000 shares are issuable upon exercise of outstanding warrants and up to
4,493,052 shares are issuable upon the conversion of our Series D preferred
stock. We issued the common stock, the warrants and the Series D preferred stock
on January 15, 2002 to Hall-Houston common and preferred shareholders,
debtholders and affiliated holders of oil and gas interests in connection with
our acquisition of Hall-Houston.
The selling securityholders may include some of our officers and a
director. We do not know whether any of the selling securityholders will use
this prospectus in connection with the offer or sale of any shares of our common
stock or, if this prospectus is so used, how many shares of our common stock
will be offered or sold. As used in this prospectus, selling securityholders
will refer to the securityholders set forth below, along with any pledgees,
donees, transferees or others who may later hold the selling securityholders'
interests. In addition, upon our being notified by a selling securityholder that
a pledgee, donee, transferee or other successor-in-interest intends to sell our
common stock, we will file a supplement to this prospectus as required by law.
The table below sets forth with respect to the selling securityholders,
based upon information available to us as of August 15, 2002, the number of
shares of common stock beneficially owned, the number of shares of our common
stock which may be offered by this prospectus and the number and percentage of
outstanding common stock that will be owned assuming the sale of all of the
registered shares of our common stock under this prospectus. The shares offered
by this prospectus may be sold by selling securityholders from time to time. The
number of shares, if any, offered by each selling securityholder and the
corresponding number of shares beneficially owned by each selling securityholder
after each sale will vary depending upon the terms of the individual sales.
Beneficial ownership is determined in accordance with Securities and Exchange
Commission rules and generally includes voting or investment power with respect
to securities. Shares of our common stock that are issuable upon the exercise of
outstanding options, warrants, conversion of preferred stock or exercise of
other purchase rights are treated as outstanding for purposes of such selling
securityholder's ownership, to the extent exercisable or convertible within
sixty days of the date of this prospectus, except for our common stock
registered under this prospectus underlying the warrants and Series D preferred
stock, all of which is treated as outstanding.
SHARES BENEFICIALLY
SHARES BENEFICIALLY OWNED NUMBER OF OWNED
PRIOR TO THE OFFERING SHARES WHICH AFTER OFFERING
-------------------------- MAY BE -------------------
NAME NUMBER PERCENT(1) OFFERED NUMBER PERCENT(1)
---- ----------- ------------ ------------ ------ ----------
Candies Family Investments LLC(2)..... 2,192,610 7.4% 2,192,610 -- --
Gary L. Hall(3)....................... 1,633,396 5.6% 1,633,396 -- --
George Strait(4)...................... 530,572 1.9% 530,572 -- --
Wayne P. Hall(5)...................... 373,765 1.3% 373,765 -- --
Bruce R. Sidner(6).................... 342,224 1.2% 342,224 -- --
Hook Investments LLC(7)............... 335,180 1.2% 335,180 -- --
Frank's Casing Crew & Rental Tools,
Inc.(8)............................. 329,057 1.2% 329,057 -- --
109 selling stockholders, each of whom
beneficially owns less than 1% of
the outstanding common stock prior
to this offering(9)................. 3,331,179 10.8% 3,331,179 -- --
All selling stockholders, as a
group............................... 9,067,983 24.8% 9,067,983 -- --
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(1) Percentage ownership of a holder or class of holders is calculated by
dividing (1) the number of shares of common stock whose beneficial ownership
is attributed to such holder or class of holders, as the case may be, by (2)
the total number of shares of common stock outstanding plus the total number
of shares of
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common stock underlying options exercisable within sixty days of the date of
this prospectus, warrants and Series D preferred stock held by such holder
or class of holders, as the case may be, but not common stock underlying
such securities held by any other person.
(2) Consists of 1,440,499 shares of common stock underlying the Series D
preferred stock and 82,680 shares of common stock to be received from the
Hall-Houston Oil Company 2000 Exploration and Development Facility
Overriding Royalty Trust, or 2000 override trust. Also includes an aggregate
of 669,431 shares of common stock underlying the Series D preferred stock
and warrants and common stock to be received from the Hall-Houston 1996
Exploration and Development Facility Overriding Royalty Trust, or 1996
override trust, and the 2000 override trust by entities affiliated with
Candies Family Investments LLC.
(3) Consists of 195,284 shares of common stock underlying warrants, 1,202 shares
of common stock to be received from the Hall-Houston Oil Company Employee
Royalty Trust, or employee royalty trust, and 105,842 shares of common stock
underlying the warrants to be received from the employee royalty trust. Also
includes an aggregate of 45,992 shares of common stock underlying Series D
preferred stock and common stock to be received from the 1996 override trust
and the 2000 override trust jointly held by Gary L. Hall and his wife and
individually by his wife and individually by his youngest son. Includes an
aggregate of 1,285,076 shares of common stock underlying Series D preferred
stock and warrants and common stock to be received from the 1996 override
trust and the 2000 override trust held by entities which Gary L. Hall,
together with members of his immediate family in certain instances,
controls. Excludes an aggregate of 1,564,961 shares of common stock held for
all persons other than Gary L. Hall, certain members of his immediate family
and affiliated entities, by the 1996 override trust, the 2000 override
trust, the employee royalty trust and the Hall-Houston Oil Company 401K
Profit Sharing Plan and Trust, or 401K Plan, for each of which Gary L. Hall
serves as a trustee. Also excludes 200,000 shares of common stock underlying
options granted on January 15, 2002 at an exercise price equal to $7.98 per
share. One-third of the options will vest on January 15, 2003, one-third
will vest on January 15, 2004 and the remaining one-third will vest on
January 15, 2005.
(4) Consists of 469,295 shares of common stock underlying the Series D preferred
stock and an aggregate of 61,277 shares of common stock to be received from
the 1996 override trust and the 2000 override trust.
(5) Consists of 5,972 shares of common stock underlying the Series D preferred
stock, 195,535 shares of common stock underlying the warrants, an aggregate
of 4,878 shares of common stock to be received from the 1996 override trust,
the 2000 override trust and the employee royalty trust and an aggregate of
80,337 shares of common stock underlying the warrants to be received from
the employee royalty trust and the 401K Plan. Also includes an aggregate of
17,795 shares of common stock underlying Series D preferred stock and
warrants and common stock to be received from the 1996 override trust and
the 2000 override trust held individually by his wife and individually by
his daughter. Includes 69,248 shares of common stock underlying warrants
held by an entity which Wayne P. Hall, together with members of his
immediate family controls. Excludes an aggregate of 1,623,373 shares of
common stock held for all persons other than Wayne P. Hall and certain
members of his immediate family by the 1996 override trust, the 2000
override trust, the employee royalty trust and the 401K Plan, for each of
which Wayne P. Hall serves as a trustee.
(6) Consists of 17,348 shares of common stock underlying the Series D preferred
stock, 209,852 shares of common stock underlying the warrants, an aggregate
of 6,752 shares of common stock to be received from the 1996 override trust,
the 2000 override trust and the employee royalty trust and an aggregate of
102,068 shares of common stock underlying the warrants to be received from
the employee royalty trust and the 401K Plan. Also includes an aggregate of
6,204 shares of common stock underlying the Series D preferred stock and
common stock to be received from the 2000 override trust by trusts for the
benefit of Mr. Sidner's minor children, of which Mr. Sidner serves as a
trustee. Excludes 100,000 shares of common stock underlying options granted
on January 15, 2002 at an exercise price equal to $7.98 per share. One-
third of the options will vest on January 15, 2003, one-third will vest on
January 15, 2004 and the remaining one-third will vest on January 15, 2005.
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(7) Consists of 306,942 shares of common stock underlying the Series D preferred
stock and an aggregate of 28,238 shares of common stock to be received from
the 1996 override trust and the 2000 override trust.
(8) Consists of 119,438 shares of common stock underlying the Series D preferred
stock, 173,813 shares of common stock underlying the warrants and an
aggregate of 35,806 shares of common stock to be received from the 1996
override trust and the 2000 override trust.
(9) Excludes an aggregate of 2,093,746 shares of common stock which are held by
persons or entities whose ownership is attributed to the persons
individually named in this table, underlying Series D preferred stock or
warrants held by such persons or entities or common stock to be received by
such persons or entities from the 1996 override trust and the 2000 override
trust.
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PLAN OF DISTRIBUTION
Except for the employee royalty trust, which has advised us that it intends
to dispose 11,352 shares of our common stock as soon as practicable, the selling
securityholders have not advised us of any specific plan for distribution of the
shares offered hereby, but it is anticipated that the shares will be sold from
time to time by the selling securityholders or by permitted pledgees, donees,
transferees or other permitted successors in interest. Such sales may be made in
any of the following manners:
- on the New York Stock Exchange in transactions pursuant to and in
accordance with the rules of such exchange;
- in the over-the-counter market;
- in public or privately negotiated transactions;
- in transactions involving principals or brokers;
- in a combination of such methods of sale; or
- any other lawful methods.
Although sales of the shares are, in general, expected to be made at market
prices prevailing at the time of sale, the shares may also be sold at prices
related to such prevailing market prices or at negotiated prices, which may
differ considerably.
In offering the shares covered by this prospectus, each of the selling
securityholders and any broker-dealers who sell the shares for the selling
securityholders may be "underwriters" within the meaning of the Securities Act
of 1933, and any profits realized by such selling securityholders and the
compensation of such broker-dealers may be underwriting discounts and
commissions.
Sales through brokers may be made by any method of trading authorized by
any stock exchange or market on which the shares may be listed, including block
trading in negotiated transactions. Without limiting the foregoing, such brokers
may act as dealers by purchasing any or all of the shares covered by this
prospectus, either as agents for others or as principals for their own accounts,
and reselling such shares pursuant to this prospectus. The selling
securityholders may effect such transactions directly, or indirectly through
underwriters, broker-dealers or agents acting on their behalf. In connection
with such sales, such broker-dealers or agents may receive compensation in the
form of commissions, concessions, allowances or discounts, any or all of which
might be in excess of customary amounts.
Each of the selling securityholders is acting independently of us in making
decisions with respect to the timing, manner and size of each sale of shares,
except for the 1996 override trust and the 2000 override trust, the employee
royalty trust and the 401K Plan, which are controlled by certain of our
executive officers. We have not been advised of any definitive selling
arrangement at the date of this prospectus between any selling securityholder
and any broker-dealer or agent.
To the extent required, the names of any agents, broker-dealers or
underwriters and applicable commissions, concessions, allowances or discounts,
and any other required information with respect to any particular offer of the
shares by the selling securityholders, will be set forth in a prospectus
supplement.
The expenses of preparing and filing this prospectus and the related
registration statement with the Securities and Exchange Commission will be paid
entirely by us. Shares of common stock covered by this prospectus also may
qualify to be sold pursuant to Rule 144 under the Securities Act of 1933, rather
than pursuant to this prospectus. The selling securityholders have been advised
that they are subject to the applicable provisions of the Securities Exchange
Act of 1934, as amended, including, without limitation, Rule 10b-5 thereunder.
Neither we nor the selling securityholders can estimate at the present time
the amount of commissions or discounts, if any, that will be paid by the selling
securityholders on account of their sales of the shares from time to time.
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LEGAL MATTERS
The validity of our common shares offered hereby will be passed upon for us
by Cahill Gordon & Reindel, New York, New York.
EXPERTS
The consolidated financial statements of Energy Partners, Ltd. as of
December 31, 2001 and 2000, and for each of the years in the three-year period
ended December 31, 2001, have been incorporated by reference herein and in the
registration statement in reliance upon the reports of KPMG LLP, independent
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. The audit report covering the
December 31, 2001, financial statements refers to a change in the method of
accounting for derivative instruments and hedging activities.
The consolidated financial statements of Hall-Houston Oil Company as of
December 31, 2001 and 2000, and for each of the years in the three-year period
ended December 31, 2001, have been incorporated by reference herein and in the
registration statement in reliance upon the reports of KPMG LLP, independent
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. The audit report covering the
December 31, 2001, financial statements refers to a change in the method of
accounting for derivative instruments.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Commission under the Securities Act a registration
statement on Form S-3 with respect to the common stock offered by this
prospectus. This prospectus, which constitutes part of the registration
statement, does not contain all the information set forth in the registration
statement or the exhibits that are part of the registration statement, portions
of which are omitted as permitted by the rules and regulations of the
Commission. Statements made in this prospectus regarding the contents of any
contract or other document are summaries of the material terms of the contract
or document. With respect to each contract or document filed as an exhibit to
the registration statement, reference is made to the corresponding exhibit. For
further information pertaining to us and the common stock offered by this
prospectus, reference is made to the registration statement, including the
exhibits to the prospectus, copies of which may be inspected without charge at
the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549. Copies of all or any portion of the
registration statement may be obtained from the Commission at prescribed rates.
Information on the public reference facilities may be obtained by calling the
Commission at 1-800-SEC-0330. In addition, the Commission maintains a web site
that contains reports, proxy and information statements and other information
that is filed through the Commission's EDGAR System. The web site can be
accessed at www.sec.gov. Our common stock is listed on the New York Stock
Exchange, and reports, proxy statements and other information concerning us can
be inspected at the offices of the Exchange at 20 Broad Street, New York, New
York 10005.
We "incorporate by reference" information that we file with the Commission,
which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is an important
part of this prospectus and more recent information automatically updates and
supersedes more dated information contained or incorporated by reference in this
prospectus. Our Commission file number is 001-16179.
We have previously filed the following documents with the Commission and
incorporate them by reference into this prospectus:
- our annual report on Form 10-K for the fiscal year ended December 31,
2001;
- our quarterly report on Form 10-Q for the fiscal quarter ended March 31,
2002;
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- our quarterly report on Form 10-Q for the fiscal quarter ended June 30,
2002;
- our current report on Form 8-K filed on January 22, 2002, as amended
March 28, 2002; and
- the description of our common stock contained in our registration
statement on Form 8-A filed October 17, 2000.
All documents subsequently filed by us pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference and a part of this prospectus from the
date such documents are filed.
We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered, on the written or
oral request of such person, a copy of any or all documents referred to above
which have been or may be incorporated by reference in this prospectus (not
including exhibits to such incorporated information that are not specifically
incorporated by reference into such information). Requests for such copies
should be directed to us at the following address: Energy Partners, Ltd., 201
St. Charles Avenue, Suite 3400, New Orleans, Louisiana 70170, Attention:
Corporate Secretary, telephone number: (504) 569-1875.
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(Energy Partners Logo)
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PROSPECTUS
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9,067,983 SHARES
OF COMMON STOCK
August 16, 2002
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