SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on March 12, 2008
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. )1
VAALCO Energy,
Inc.
(Name of
Issuer)
Common Stock, $0.10 par
value
(Title of
Class of Securities)
91851C201
(CUSIP
Number)
STEVEN
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65 East
55th Street
New York,
New York 10022
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
March 3,
2008
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1
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
disclosures provided in a prior cover page.
The
information required on 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. 91851C201
|
1
|
NAME
OF REPORTING PERSON
NANES DELORME PARTNERS I LP
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
4,700,000
|
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
4,700,000
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,700,000
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 91851C201
|
1
|
NAME
OF REPORTING PERSON
NANES BALKANY PARTNERS LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
4,700,000
|
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
4,700,000
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,700,000
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
3
CUSIP
NO. 91851C201
|
1
|
NAME
OF REPORTING PERSON
NANES BALKANY MANAGEMENT LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
4,700,000
|
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
4,700,000
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,700,000
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
4
CUSIP
NO. 91851C201
|
1
|
NAME
OF REPORTING PERSON
JULIEN BALKANY
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
FRANCE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
4,700,000
|
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
4,700,000
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,700,000
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
5
CUSIP
NO. 91851C201
|
1
|
NAME
OF REPORTING PERSON
DARYL NANES
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
4,700,000
|
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
4,700,000
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,700,000
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
6
CUSIP
NO.
91851C201
The
following constitutes the Schedule 13D filed by the undersigned (the “Schedule
13D”).
Item
1. Security and
Issuer.
This statement relates to Common Stock,
par value $0.10 per share (the “Shares”), of VAALCO Energy, Inc., a Delaware
corporation (the “Issuer”). The address of the principal executive
offices of the Issuer is 4600 Post Oak Place, Suite 309, Houston, Texas
77027.
Item
2. Identity and
Background.
(a) This statement is
filed by Nanes Delorme Partners I LP, a Delaware limited partnership (“Nanes
Delorme Partners”), Nanes Balkany Partners LLC, a Delaware limited liability
company (“Nanes Balkany Partners”), Nanes Balkany Management LLC, a Delaware
limited liability company (“Nanes Balkany Management”), Julien Balkany and Daryl
Nanes. Each of the foregoing is referred to as a “Reporting Person” and
collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement as further described in
Item 6.
Nanes Balkany Partners is the general
partner of Nanes Delorme Partners. Nanes Balkany Management is the
investment manager of Nanes Delorme Partners. The managing members of
Nanes Balkany Partners and Nanes Balkany Management are Julien Balkany and Daryl
Nanes. By virtue of their positions with Nanes Balkany Partners and Nanes
Balkany Management, Messrs. Balkany and Nanes have the sole power to vote and
dispose of the Issuer’s Shares owned by Nanes Delorme
Partners. Accordingly, the Reporting Persons are hereby filing a
joint Schedule 13D.
(b) The principal
business address of each of the Reporting Persons is 230 Park Avenue, 7th Floor,
New York, New York 10169.
(c) The principal
business of Nanes Delorme Partners is investing in securities. Nanes Delorme
Partners pursues primarily active investments in publicly traded oil and gas
exploration and production companies that it believes are trading at a
significant discount to their intrinsic values or where one or more potential
catalysts exist that could materially unlock the inherent value of those
companies. The principal business of Nanes Balkany Partners is acting as the
general partner of Nanes Delorme Partners. The principal business of
Nanes Balkany Management is acting as the investment manager of Nanes Delorme
Partners. The principal occupation of Mr. Balkany is serving as a
managing member of Nanes Balkany Partners and Nanes Balkany
Management. Concurrently, Mr. Balkany is a managing director of Nanes
Delorme Capital Management LLC, a Delaware corporation (“Nanes Delorme
Capital”), whose principal business is to provide financial advisory and
broker-dealer services. The principal occupation of Mr. Nanes is
serving as the managing partner of Nanes Delorme Capital and as a managing
member of Nanes Balkany Partners and Nanes Balkany Management.
7
CUSIP
NO. 91851C201
(d) No Reporting Person
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) No Reporting Person
has, during the last five years, been party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
(f) Mr.
Balkany is a citizen of France and Mr. Nanes is a citizen of the United States
of America.
Item
3. Source and Amount of Funds
or Other Consideration.
The aggregate purchase price of the
4,700,000 Shares owned in the aggregate by Nanes Delorme Partners is
approximately $21,737,211 including brokerage commissions (including the Shares
described in the next paragraph). The Shares owned by Nanes Delorme
Partners were acquired with partnership funds.
Certain
of the Shares reported in this Schedule 13D as beneficially owned by Nanes
Delorme Partners were contributed by one of its limited
partners. This limited partner contributed an aggregate of 2,700,000
Shares at an aggregate purchase price of approximately $12,558,213, in order to
subscribe for and purchase interests in Nanes Delorme Partners.
Item
4. Purpose of
Transaction.
The
Reporting Persons purchased the Shares based on the Reporting Persons’ belief
that the Shares, when purchased, were significantly undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions,
other investment opportunities available to the Reporting Persons, and the
availability of Shares at prices that would make the purchase of additional
Shares desirable, the Reporting Persons may endeavor to increase their position
in the Issuer through, among other things, the purchase of Shares on the open
market or in private transactions or otherwise, on such terms and at such times
as the Reporting Persons may deem advisable.
No Reporting Person has any present
plan or proposal which would relate to or result in any of the matters set forth
in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth in this
Schedule 13D or such as would occur upon completion of any of the actions
discussed above. The Reporting Persons intend to review their
investment in the Issuer on a continuing basis and engage in discussions with
management, the Board of the Issuer and other stockholders of the Issuer
concerning the business, operations and future plans
of the Issuer. Depending on various factors including, without
limitation, the Issuer’s financial position and investment strategy, the price
levels of the Shares, conditions in the securities markets and general economic
and industry conditions, the Reporting Persons may in the future take such
actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, seeking Board representation, making proposals to
the Issuer concerning changes to the capitalization, ownership structure or
operations of the Issuer, purchasing additional Shares, selling some or all of
their Shares, engaging in short selling of or any hedging or similar transaction
with respect to the Shares or changing their intention with respect to any and
all matters referred to in Item 4.
8
CUSIP
NO. 91851C201
On March 11, 2008, Nanes Delorme
Partners sent a letter to the Board of Directors of the Issuer describing a
number of concerns it has with the Issuer’s performance. The letter
included certain recommendations including, without limitation, that the Board
of Directors of the Issuer retain a top tier investment banker to initiate an
open bid process to sell the Issuer to the highest bidder. A copy of
this letter is attached as an exhibit to this Schedule 13D and is incorporated
herein by reference.
Item
5. Interest in Securities of
the Issuer.
(a) The aggregate percentage of Shares
reported owned by each person named herein is based upon 59,024,481 Shares
outstanding, which is the total number of Shares reported to be outstanding as
of October 31, 2007 in the Issuer’s Quarterly Report on Form 10-Q, as filed with
the Securities and Exchange Commission on November 9, 2007.
As of the date hereof, Nanes Delorme
Partners beneficially owns 4,700,000 Shares, constituting approximately 8.0% of
the Shares outstanding. As the general partner of Nanes Delorme
Partners, Nanes Balkany Partners may be deemed to beneficially own the 4,700,000
Shares owned by Nanes Delorme Partners, constituting approximately 8.0% of the
Shares outstanding. As the investment manager of Nanes Delorme
Partners, Nanes Balkany Management may be deemed to beneficially own the
4,700,000 Shares owned by Nanes Delorme Partners, constituting approximately
8.0% of the Shares outstanding. As the managing members of Nanes
Balkany Partners and Nanes Balkany Management, Messrs. Balkany and Nanes may be
deemed to beneficially own the 4,700,000 Shares owned by Nanes Delorme Partners,
constituting approximately 8.0% of the Shares outstanding. Messrs.
Balkany and Nanes have sole voting and dispositive power with respect to the
4,700,000 Shares owned by Nanes Delorme Partners by virtue of their authority to
vote and dispose of such Shares. Nanes Balkany Partners, Nanes
Balkany Management and Messrs. Balkany and Nanes disclaim beneficial ownership
of the Shares held by Nanes Delorme Partners, except to the extent of their
pecuniary interest therein.
(b) By virtue of their
position with Nanes Balkany Partners and Nanes Balkany Management, Messrs.
Balkany and Nanes have the sole power to vote and dispose of the Shares
beneficially owned by Nanes Delorme Partners reported in this Schedule
13D.
(c) Schedule A annexed
hereto lists all transactions in the Shares during the past sixty days by the
Reporting Persons. All of such transactions were effected in the open
market.
(d) No person other than
the Reporting Persons is known to have the right to receive, or the power to
direct the receipt of dividends from, or proceeds from the sale of, the
Shares.
(e) Not
applicable.
9
CUSIP
NO. 91851C201
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
On March
11, 2008, Nanes Delorme Partners, Nanes Balkany Partners, Nanes Balkany
Management and Messrs. Balkany and Nanes entered into a Joint Filing
Agreement (the “Joint Filing Agreement”) in which the parties agreed
to the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached as an exhibit hereto and is
incorporated herein by reference.
Other
than as described herein, there are no contracts, arrangements, understandings
or relationships among the Reporting Persons, or between the Reporting Persons
and any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
|
|
99.1.
|
Joint
Filing Agreement by and among Nanes Delorme Partners I LP, Nanes Balkany
Partners LLC, Nanes Balkany Management LLC, Julien Balkany and Daryl
Nanes, dated March 11, 2008.
|
|
99.2.
|
Letter
to the Board of Directors of VAALCO Energy, Inc. dated March 11,
2008.
|
10
CUSIP
NO. 91851C201
SIGNATURES
After reasonable inquiry and to the
best of his knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
|
Dated: March
11, 2008
|
NANES
DELORME PARTNERS I LP
|
|
|
By:
|
Nanes
Balkany Partners LLC
|
|
|
General
Partner
|
||
|
By:
|
/s/ Julien Balkany | |
|
Name:
|
Julien
Balkany
|
|
|
Title:
|
Managing
Member
|
|
|
NANES
BALKANY PARTNERS LLC
|
||
|
By:
|
/s/ Julien Balkany | |
|
Name:
|
Julien
Balkany
|
|
|
Title:
|
Managing
Member
|
|
|
NANES
BALKANY MANAGEMENT LLC
|
||
|
By:
|
/s/ Julien Balkany | |
|
Name:
|
Julien
Balkany
|
|
|
Title:
|
Managing
Member
|
|
| /s/ Julien Balkany | ||
|
Julien
Balkany
|
||
| /s/ Daryl Nanes | ||
|
Daryl
Nanes
|
11
CUSIP
NO. 91851C201
SCHEDULE
A
Transactions in the Shares
During the Past 60 Days
|
Shares
of Common Stock
Purchased/(Sold)
|
Price
Per
Share($U.S.)
|
Date
of
Purchase/(Sale)
|
NANES DELORME PARTNERS I
LP*
|
1,000
|
4.6300
|
11/28/2007
|
|
40,000
|
4.4432
|
12/05/2007
|
|
45,000
|
4.5998
|
12/14/2007
|
|
50,000
|
4.5940
|
12/17/2007
|
|
50,000
|
4.5948
|
12/18/2007
|
|
50,000
|
4.7314
|
12/19/2007
|
|
108,000
|
4.8648
|
12/20/2007
|
|
45,000
|
4.7796
|
12/27/2007
|
|
200,000
|
4.6887
|
12/31/2007
|
|
50,000
|
4.5871
|
01/02/2008
|
|
75,000
|
4.6810
|
01/04/2008
|
|
100,000
|
4.5602
|
01/07/2008
|
|
130,000
|
4.7468
|
01/08/2008
|
|
15,000
|
4.7434
|
01/09/2008
|
|
25,000
|
4.7654
|
01/10/2008
|
|
60,000
|
4.9277
|
01/11/2008
|
|
80,000
|
4.8779
|
01/15/2008
|
|
1,000
|
5.0430
|
01/16/2008
|
|
100,000
|
4.7917
|
01/18/2008
|
|
200,000
|
4.3459
|
01/22/2008
|
|
200,000
|
4.1646
|
01/23/2008
|
|
150,000
|
4.4521
|
01/24/2008
|
|
183,000
|
4.4643
|
01/25/2008
|
|
*
|
For
the period 11/28/07 through 1/30/08, a limited partner of Nanes Delorme
Partners I LP purchased 2,700,000 Shares of VAALCO Energy,
Inc. On 2/14/08, the limited partner contributed such Shares,
with an aggregate purchase price of approximately $12,558,213, in order to
subscribe for and purchase interests in Nanes Delorme Partners I
LP. Nanes Delorme Partners I LP assumed the same cost
basis for the contributed shares and valued its contribution at the
limited partner’s own cost.
|
12
CUSIP
NO. 91851C201
|
325,000
|
4.6157
|
01/28/2008
|
|
221,000
|
4.6623
|
01/29/2008
|
|
196,000
|
4.7365
|
01/30/2008
|
|
20,000
|
4.3048
|
02/22/2008
|
|
130,000
|
4.4257
|
02/27/2008
|
|
61,000
|
4.4376
|
02/28/2008
|
|
39,000
|
4.4361
|
02/29/2008
|
|
400,000
|
4.5100
|
03/03/2008
|
|
490,000
|
4.5435
|
03/04/2008
|
|
230,000
|
4.5729
|
03/05/2008
|
|
131,000
|
4.5466
|
03/06/2008
|
|
248,000
|
4.5369
|
03/07/2008
|
|
55,000
|
4.6948
|
03/10/2008
|
|
196,000
|
4.7588
|
03/11/2008
|
NANES BALKANY PARTNERS
LLC
None
NANES BALKANY MANAGEMENT
LLC
None
JULIEN
BALKANY
None
DARYL
NANES
None
13
CUSIP
NO. 91851C201
EXHIBIT
INDEX
| Exhibit | |
| 99.1. | Joint Filing Agreement by and among Nanes Delorme Partners I LP, Nanes Balkany Partners LLC, Nanes Balkany Management LLC, Julien Balkany and Daryl Nanes, dated March 11, 2008. |
|
99.2.
|
Letter to the Board of Directors of VAALCO Energy, Inc. dated March 11, 2008. |
14