Energy Partners Ltd 8-k (events Or Changes Between Quarterly Reports) 2009-02-23
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————————
FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2009
————————————
ENERGY PARTNERS, LTD. (Exact name of registrant as specified in its charter)
————————————
Delaware (State or other jurisdiction of incorporation or organization)
001-16179 (Commission file number)
72-1409562 (I.R.S. Employer Identification No.)
201 St. Charles Avenue, Suite 3400 New Orleans, Louisiana 70170 (Address of principal executive offices) (Zip Code) (504) 569-1875 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ———————————— Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ [ [ [
] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Between February 20, 2009 and February 23, 2009, John C. Bumgarner, Jr., Harold D. Carter, Dr. Norman C. Francis and William R. Herrin, Jr., members of the board of directors of Energy Partners, Ltd. (the “Company”), resigned from their positions as directors. Item 7.01
Regulation FD Disclosure.
On February 23, 2009, the Company issued a press release entitled, “EPL Restructures Board of Directors; Retains Parkman Whaling LLC as Financial Advisor”. A copy of the press release is attached hereto as Exhibit 99.1, and incorporated herein by reference. Item 9.01.
Financial Statements and Exhibits. Exhibits. The following exhibit is filed herewith:
Exhibit No. 99.1
Description Press release dated February 23, 2009.
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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 23, 2009 ENERGY PARTNERS, LTD.
By: /s/ John H. Peper John H. Peper Executive Vice President, General Counsel and Corporate Secretary
Exhibit 99.1
News Release
Energy Partners, Ltd. 201 St. Charles Avenue, Suite 3400 New Orleans, Louisiana 70170
(504) 569-1875
EPL RESTRUCTURES BOARD OF DIRECTORS RETAINS PARKMAN WHALING LLC AS FINANCIAL ADVISOR New Orleans, Louisiana, February 23, 2009…Energy Partners, Ltd. (“EPL” or the “Company”) (NYSE:EPL) today announced its Board of Directors has reduced the size of the Board from eleven to seven, and accepted the resignations of four directors: John C. Bumgarner, Jr.; Harold D. Carter; Dr. Norman C. Francis and William R. Herrin, Jr. EPL Chairman and CEO Richard A. Bachmann said, “We are grateful for the service and many contributions of John Bumgarner, Harold Carter, Dr. Norman Francis and Bob Herrin, who have stepped down in order to help adjust the size of the Board to better reflect the needs of the Company at this time. We also thank the many contributions of John Phillips, who was serving as our Director Emeritus prior to these reductions to our Board. ” The Company also announced that it has retained Parkman Whaling LLC as its financial advisor to assist the Board and senior management in their ongoing and active exploration of a variety of strategic alternatives, including a potential recapitalization of the Company’s balance sheet, in light of the current economic downturn and lower commodity prices. Founded in 1998, EPL is an independent oil and natural gas exploration and production company based in New Orleans, Louisiana. The Company’s operations are focused along the U. S. Gulf Coast, both onshore in south Louisiana and offshore in the Gulf of Mexico. Forward-Looking Statements
This press release may contain forward-looking information and statements regarding EPL. Any statements included in this press release that address activities, events or developments that EPL expects, believes, plans, projects, estimates or anticipates will or may occur in the future are forward-looking statements. These include statements regarding: •reserve and production estimates; •estimated timing of production restoration;
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•oil and natural gas prices; •the impact of derivative positions; •production expense estimates;
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•cash flow estimates; •future financial performance; •planned capital expenditures; and •other matters that are discussed in EPL's filings with the Securities and Exchange Commission.
These statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties, and other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. Please refer to EPL's filings with the SEC, including Form 10-K for the year ended December 31, 2007 and Form 10-Q as of September 30, 2008, for a discussion of these risks.
Additional Information and Where to Find It. Security holders may obtain information regarding the Company from EPL's website at www.eplweb.com, from the Securities and Exchange Commission's website at www.sec.gov, or by directing a request to: Energy Partners, Ltd. 201 St. Charles Avenue, Suite 3400, New Orleans, Louisiana 70170, Attn: Secretary, (504) 569-1875. Contacts Investors: T.J. Thom (504-799-4830) / Al Petrie (504-799-1953) Energy Partners, Ltd. Media: Joele Frank, Wilkinson Brimmer Katcher Jeremy Jacobs/Steve Frankel (212-355-4449) ###
09-003
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————————
FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2009
————————————
ENERGY PARTNERS, LTD. (Exact name of registrant as specified in its charter)
————————————
Delaware (State or other jurisdiction of incorporation or organization)
001-16179 (Commission file number)
72-1409562 (I.R.S. Employer Identification No.)
201 St. Charles Avenue, Suite 3400 New Orleans, Louisiana 70170 (Address of principal executive offices) (Zip Code) (504) 569-1875 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ———————————— Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ [ [ [
] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Between February 20, 2009 and February 23, 2009, John C. Bumgarner, Jr., Harold D. Carter, Dr. Norman C. Francis and William R. Herrin, Jr., members of the board of directors of Energy Partners, Ltd. (the “Company”), resigned from their positions as directors. Item 7.01
Regulation FD Disclosure.
On February 23, 2009, the Company issued a press release entitled, “EPL Restructures Board of Directors; Retains Parkman Whaling LLC as Financial Advisor”. A copy of the press release is attached hereto as Exhibit 99.1, and incorporated herein by reference. Item 9.01.
Financial Statements and Exhibits. Exhibits. The following exhibit is filed herewith:
Exhibit No. 99.1
Description Press release dated February 23, 2009.
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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 23, 2009 ENERGY PARTNERS, LTD.
By: /s/ John H. Peper John H. Peper Executive Vice President, General Counsel and Corporate Secretary
Exhibit 99.1
News Release
Energy Partners, Ltd. 201 St. Charles Avenue, Suite 3400 New Orleans, Louisiana 70170
(504) 569-1875
EPL RESTRUCTURES BOARD OF DIRECTORS RETAINS PARKMAN WHALING LLC AS FINANCIAL ADVISOR New Orleans, Louisiana, February 23, 2009…Energy Partners, Ltd. (“EPL” or the “Company”) (NYSE:EPL) today announced its Board of Directors has reduced the size of the Board from eleven to seven, and accepted the resignations of four directors: John C. Bumgarner, Jr.; Harold D. Carter; Dr. Norman C. Francis and William R. Herrin, Jr. EPL Chairman and CEO Richard A. Bachmann said, “We are grateful for the service and many contributions of John Bumgarner, Harold Carter, Dr. Norman Francis and Bob Herrin, who have stepped down in order to help adjust the size of the Board to better reflect the needs of the Company at this time. We also thank the many contributions of John Phillips, who was serving as our Director Emeritus prior to these reductions to our Board. ” The Company also announced that it has retained Parkman Whaling LLC as its financial advisor to assist the Board and senior management in their ongoing and active exploration of a variety of strategic alternatives, including a potential recapitalization of the Company’s balance sheet, in light of the current economic downturn and lower commodity prices. Founded in 1998, EPL is an independent oil and natural gas exploration and production company based in New Orleans, Louisiana. The Company’s operations are focused along the U. S. Gulf Coast, both onshore in south Louisiana and offshore in the Gulf of Mexico. Forward-Looking Statements
This press release may contain forward-looking information and statements regarding EPL. Any statements included in this press release that address activities, events or developments that EPL expects, believes, plans, projects, estimates or anticipates will or may occur in the future are forward-looking statements. These include statements regarding: •reserve and production estimates; •estimated timing of production restoration;
Processed and formatted by SEC Watch - Visit SECWatch.com
•oil and natural gas prices; •the impact of derivative positions; •production expense estimates;
Processed and formatted by SEC Watch - Visit SECWatch.com P age 2 of 2
•cash flow estimates; •future financial performance; •planned capital expenditures; and •other matters that are discussed in EPL's filings with the Securities and Exchange Commission.
These statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties, and other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. Please refer to EPL's filings with the SEC, including Form 10-K for the year ended December 31, 2007 and Form 10-Q as of September 30, 2008, for a discussion of these risks.
Additional Information and Where to Find It. Security holders may obtain information regarding the Company from EPL's website at www.eplweb.com, from the Securities and Exchange Commission's website at www.sec.gov, or by directing a request to: Energy Partners, Ltd. 201 St. Charles Avenue, Suite 3400, New Orleans, Louisiana 70170, Attn: Secretary, (504) 569-1875. Contacts Investors: T.J. Thom (504-799-4830) / Al Petrie (504-799-1953) Energy Partners, Ltd. Media: Joele Frank, Wilkinson Brimmer Katcher Jeremy Jacobs/Steve Frankel (212-355-4449) ###
09-003
