SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on May 8, 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. 2)1
VAALCO
Energy, Inc.
(Name of
Issuer)
Common
Stock, $0.10 par value
(Title of
Class of Securities)
91851C201
(CUSIP
Number)
ADAM W.
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)
May
7, 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)
7.9%
|
||
|
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)
7.9%
|
||
|
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)
7.9%
|
||
|
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)
7.9%
|
||
|
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)
7.9%
|
||
|
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
|
||
1 See Item
5.
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. 2 to the Schedule 13D filed by the
undersigned (“Amendment No. 2”). This Amendment No. 2 amends the
Schedule 13D as specifically set forth.
|
Item
4.
|
Purpose of
Transaction.
|
Item 4 is
hereby amended to add the following:
On May 7,
2008, Nanes Delorme Partners filed with the Securities and Exchange Commission a
Definitive Proxy Statement in connection with Nanes Delorme Partners’
solicitation of proxies for the election of Julien Balkany, Leonard Toboroff and
Clarence Cottman III, as set forth therein, to the Issuer’s Board of Directors
at the Issuer’s annual meeting of stockholders scheduled to be held on June 4,
2008.
|
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 April 14, 2008 in the Issuer’s Definitive Proxy
Statement on Schedule 14A, as filed with the Securities and Exchange Commission
on April 24, 2008.
As of the
date hereof, Nanes Delorme Partners beneficially owns 4,700,000 Shares,
constituting approximately 7.9% 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 7.9% 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 7.9% 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 7.9% 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.
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.
|
Item
7.
|
Material to be Filed
as Exhibits.
|
Item 7 is
hereby amended to add the following:
99.1 2008
Powers of Attorney
9
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: May
8, 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/
Daryl Nanes
|
|
|
DARYL
NANES
as
Attorney-In-Fact for Leonard
Toboroff
|
|
/s/
Daryl Nanes
|
|
|
DARYL
NANES
as
Attorney-In-Fact for Clarence Cottman
III
|
10
CUSIP
NO. 91851C201
EXHIBIT
LIST
Exhibit
|
99.1
|
2008
Powers of Attorney
|
11