Energy Partners, Ltd. Schedule 14D9/A Amendment No. 10 - 11/08/06
Washington,
DC 20549
SCHEDULE
14D-9/A
Solicitation/Recommendation
Statement under
Section
14(d)(4) of the Securities Exchange Act of 1934
Amendment
No. 10
ENERGY
PARTNERS, LTD.
(Name
of
Subject Company)
ENERGY
PARTNERS, LTD.
(Name
of
Person(s) Filing Statement)
Common
Stock, par value $0.01 per share
(Title
of
Class of Securities)
29270U105
(CUSIP
Number of Class of Securities)
John H.
Peper
Executive
Vice President,
General
Counsel and Corporate Secretary
Energy
Partners, Ltd.
201
St. Charles Avenue, Suite 3400
New
Orleans, Louisiana 70170
(504)
569-1875
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications
on Behalf of the Person(s) Filing Statement)
With
Copies to:
|
Kenneth
W. Orce, Esq.
John
Schuster, Esq.
Cahill
Gordon & Reindel LLP
80
Pine Street
New
York, New York 10005
(212)
701-3000
|
Richard
D. Katcher, Esq.
Trevor
S. Norwitz, Esq.
Wachtell,
Lipton, Rosen & Katz
51
West 52nd Street
New
York, New York 10019-6150
(212)
403-1000
|
| o |
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender
offer.
|
This
Amendment No. 10 (this “Amendment”) amends and supplements the Solicitation /
Recommendation Statement on Schedule 14D-9 filed on September 14, 2006, as
amended by Amendments 1, 2, 3, 4, 5, 6, 7, 8 and 9 (as so amended, the “Schedule
14D-9”), by Energy Partners, Ltd., a Delaware corporation (the “Company” or
“EPL”).
The
purpose of this amendment is to amend and supplement Item 8 of the Schedule
14D-9. Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on the Schedule 14D-9.
Item
8. Additional
Information
A
representative of the Company contacted a representative of ATS to invite ATS
to
participate in the process being conducted by the Company's Board of Directors
and management to explore alternatives to maximize shareholder value, in
accordance with the Company's letter to ATS of November 6, 2006. The Company's
representative indicated the Company's willingness to furnish confidential
information to ATS if ATS would agree to extend its tender offer and suspend
its
consent solicitation to replace the Company's Board for a period of
approximately two months until January 15, 2007 to give the Board time for
its
strategic alternatives process. The representative of ATS subsequently indicated
that ATS would not extend its tender offer beyond the current expiration date
of
November 17, 2006 and did not indicate any willingness to suspend its consent
solicitation. In light of this response, and ATS' public statements that ATS
would not increase the price it is offering, the Board determined to continue
its process of pursuing value maximizing strategic alternatives and determined
that it would not be appropriate to provide ATS with any confidential
information.
The
Company's Board recommends that all stockholders reject the inadequate $23
tender offer by ATS and urges stockholders not to sign ATS gold consent card
to
replace the Company's current Board of Directors.
SIGNATURE
After
due
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.
|
ENERGY
PARTNERS, LTD.
|
|
By:
/s/
John H. Peper
Name: John H. Peper
Title: Executive Vice President, General
Counsel and Corporate Secretary
|
Dated:
November 8, 2006