SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on April 14, 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)1
VAALCO
Energy, Inc.
(Name of
Issuer)
Common
Stock, $0.10 par value
(Title of
Class of Securities)
91851C201
(CUSIP
Number)
ADAM
FINERMAN, 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)
April
11, 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) x
(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) x
(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) x
(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) x
(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) x
(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
|
1
|
NAME
OF REPORTING PERSON
LEONARD TOBOROFF
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
- 0 -
|
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -1
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0 -
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
7
CUSIP
NO. 91851C201
|
1
|
NAME
OF REPORTING PERSON
CLARENCE COTTMAN III
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
- 0 -
|
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -1
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0 -
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
1 See Item
5.
8
CUSIP
NO. 91851C201
The
following constitutes Amendment No. 1 to the Schedule 13D filed by the
undersigned (“Amendment No. 1”). This Amendment No. 1 amends the
Schedule 13D as specifically set forth.
|
Item
2.
|
Identity and
Background.
|
Item 2(a)
is amended and restated to read as follows:
(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, Daryl Nanes, Leonard Toboroff and Clarence Cottman III. 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 and Solicitation Agreement as further described in Item
6. Accordingly, the Reporting Persons are hereby filing a joint
Schedule 13D.
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. Messrs. Balkany, Toboroff and
Cottman are nominees for the Board of Directors of the Issuer (the
“Nominees”).
Item 2(b)
is amended and restated to read as follows:
(b) The
principal business address of Nanes Delorme Partners, Nanes Balkany Partners,
Nanes Balkany Management, Julien Balkany and Daryl Nanes is 230 Park Avenue,
7th
Floor, New York, New York, 10169.
The
principal business address of Mr. Toboroff is c/o Corinthian Capital Group, LLC,
153 East 53rd Street, 59th Floor, New York, New York 10021.
The
principal business address of Mr. Cottman is c/o Legacy Energy, Inc., 1135
Eugenia Place, Suite C, Carpinteria, California 93013.
Item 2(c)
is amended to add the following:
The
principal occupation of Mr. Toboroff is serving as a director and Vice Chairman
of the Board of Allis-Chalmers Energy Inc., a provider of products and services
to the oil and gas industry listed on the NYSE, and as an Executive Director of
Corinthian Capital Group, LLC, a private equity fund.
The
principal occupation of Mr. Cottman is serving as President of Legacy Energy,
Inc., a private oil and gas exploration and production company, and Vice
Chairman of Petro Falcon Corporation, an oil and gas exploration and production
company focused on Venezuela.
9
CUSIP
NO. 91851C201
Item 2(f)
is amended and restated to read as follows:
(f) Mr.
Balkany is a citizen of France and Messrs. Nanes, Toboroff and Cottman are
citizens of the United States of America.
|
Item
4.
|
Purpose of
Transaction.
|
Item 4 is
amended to add the following:
On April
11, 2008, Nanes Delorme Partners delivered a letter (the “Nomination Letter”) to
the Corporate Secretary of the Issuer nominating the Nominees, as set forth
therein, for election to the Issuer’s Board of Directors at the Issuer’s 2008
annual meeting of stockholders, or any other meeting of stockholders held in
lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the “Annual Meeting”). A copy of the
Nomination Letter is attached as an exhibit hereto and is incorporated herein by
reference.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
Item 5(a)
is hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 59,194,182 Shares outstanding, which is the total number of Shares
reported to be outstanding as of February 29, 2008 in the Issuer’s Annual Report
on Form 10-K, as filed with the Securities and Exchange Commission on March 14,
2008.
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.
Messrs.
Toboroff and Cottman do not directly own any Shares. Messrs. Toboroff
and Cottman, as members of a “group” for the purposes of Rule 13d-5(b)(1) of the
Exchange Act, may be deemed to beneficially own the 4,700,000 Shares owned by
Nanes Delorme Partners. Messrs. Toboroff and Cottman disclaim
beneficial ownership of such Shares.
10
CUSIP
NO. 91851C201
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Item 6 is
hereby amended to add the following:
On April
11, 2008, the Reporting Persons entered into a Joint Filing and Solicitation
Agreement in which, among other things, (a) 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, (b) the parties agreed to solicit proxies or
written consents for the election of the Nominees or any other person designated
by the Reporting Persons to the Issuer’s Board of Directors at the Annual
Meeting and to take all other action necessary or advisable to achieve the
foregoing (the “Solicitation”), and (c) Nanes Delorme Partners, subject to its
pre-approval, agreed to pay all expenses incurred in connection with the
Reporting Persons’ activities, including approved expenses incurred by any of
the parties in connection with the Solicitation. A copy of the Joint
Filing and Solicitation Agreement is attached as an exhibit hereto and is
incorporated herein by reference.
Nanes
Delorme Partners has executed or intends to execute letter agreements pursuant
to which it agrees to indemnify Messrs. Toboroff and Cottman against claims
arising from the solicitation of proxies from VAALCO stockholders in connection
with the Annual Meeting and any related transactions (the “Indemnification
Letter Agreement”). The form of the Indemnification Letter Agreement
is attached as an exhibit hereto and is incorporated herein by
reference.
Nanes
Delorme Partners has also executed or intends to execute letter agreements
pursuant to which it agrees to compensate each of Messrs. Toboroff and
Cottman (i) $25,000 in cash as soon as reasonably practicable after
submission of this letter and (ii) solely in the event that Nanes Delorme
Partners withdraws its nomination of any such nominee prior to the Annual
Meeting, other than as a result of such nominee failing to provide Nanes Delorme
Partners with information which it reasonably requests, an additional $25,000
within ten business days following the date of such withdrawal (the
“Compensation Letter Agreement”). The form of the Compensation Letter
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.
|
Item 7 is hereby amended
to add the following:
|
|
99.1
|
Joint
Filing and Solicitation Agreement by and among Nanes Delorme Partners I
LP, Nanes Balkany Partners LLC, Nanes Balkany Management LLC, Julien
Balkany, Daryl Nanes, Leonard Toboroff and Clarence Cottman III, dated
April 11, 2008.
|
11
CUSIP
NO. 91851C201
|
|
99.2
|
Nomination
Letter from Nanes Delorme Partners I LP to VAALCO Energy, Inc., dated
April 11, 2008.
|
|
|
99.3
|
Form
of Indemnification Letter
Agreement.
|
|
|
99.4
|
Form
of Compensation Letter Agreement.
|
12
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: April
11, 2008
|
NANES
DELORME PARTNERS I LP
|
||
|
By:
|
Nanes
Balkany Partners LLC
General
Partner
|
||
|
By:
|
/s/
Daryl Nanes
|
||
|
Name:
Daryl Nanes
Title: Managing
Member
|
|||
|
NANES
BALKANY PARTNERS LLC
|
||
|
By:
|
/s/
Daryl Nanes
|
|
|
Name:
Daryl Nanes
Title: Managing
Member
|
||
|
NANES
BALKANY MANAGEMENT LLC
|
||
|
By:
|
/s/
Daryl Nanes
|
|
|
Name:
Daryl Nanes
Title: Managing
Member
|
||
|
/s/
Julien Balkany
|
|
|
JULIEN
BALKANY
|
|
/s/
Daryl Nanes
|
|
|
DARYL
NANES
|
|
/s/
Leonard Toboroff
|
|
|
LEONARD
TOBOROFF
|
|
/s/
Clarence Cottman III
|
|
|
CLARENCE
COTTMAN III
|
13
CUSIP
NO. 91851C201
EXHIBIT
LIST
Exhibit
|
99.1
|
Joint
Filing and Solicitation Agreement by and among Nanes Delorme Partners I
LP, Nanes Balkany Partners LLC, Nanes Balkany Management LLC, Julien
Balkany, Daryl Nanes, Leonard Toboroff and Clarence Cottman III, dated
April 11, 2008.
|
|
99.2
|
Nomination
Letter from Nanes Delorme Partners I LP to VAALCO Energy, Inc., dated
April 11, 2008.
|
|
99.3
|
Form
of Indemnification Letter
Agreement.
|
|
99.4
|
Form
of Compensation Letter Agreement.
|
14