epl8k_040108.htm
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): April 1, 2008
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ENERGY
PARTNERS, LTD.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-16179
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72-1409562
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
file number)
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(I.R.S.
Employer
Identification
No.)
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201
St. Charles Avenue, Suite 3400
New
Orleans, Louisiana 70170
(Address
of principal executive offices)
(504) 569-1875
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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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))
Item
1.01
Entry into a Material Definitive Agreement.
Energy
Partners, Ltd. (EPL or the Company) today announced that its Board of Directors
has appointed three new directors -- James R. Latimer III, Bryant H. Patton, and
Steven J. Pully -- to the Board, effective immediately. These new directors were
recommended by Carlson Capital, L.P., which together with its affiliates owns
approximately 9.4% of the Company's outstanding shares.
Additionally
the EPL Board nominated to stand for re-election at the Company's 2008 Annual
Meeting of Stockholders a slate of 11 members of the Board, including
the three new members and Richard A. Bachmann, John C. Bumgarner, Jr., Jerry D.
Carlisle, Harold D. Carter, Enoch L. Dawkins, Dr. Norman C. Francis, Robert D.
Gershen, and William R. Herrin, Jr.
Carlson
Capital and its affiliates have agreed to vote their shares in favor of all of
the Company's nominees at the Annual Meeting pursuant to a letter agreement,
dated on April 1, 2008, among the Company, Carlson Capital, L.P., Asgard
Investment Corp., Clint D. Carlson, Double Black Diamond Offshore LDC, and
Messrs Latimer, Patton and Pully.
Mr.
Pully, a consultant to Carlson Capital, has agreed to resign as a director upon
the request of a majority of the Board if Carlson Capital’s and its affiliates’
ownership of the Company’s common stock falls below 5% of the
Company’s currently outstanding common stock. Carlson Capital and its
affiliates have also agreed not to solicit proxies or consents or take similar
actions prior to the earlier of the Notice Date (as defined in the letter
agreement) or the date of a material breach by the Company of its obligations
under the letter agreement. Additionally, the Company has agreed to
not increase the size of its board of directors or amend its Bylaws regarding
the nomination of directors at the 2009 annual meeting of stockholders, prior to
the Notice Date.
The
foregoing is qualified in its entirety by reference to the full text of the
letter agreement, which is attached as Exhibit 10.1 hereto and incorporated by
reference herein.
A copy of
the press release, dated April 1, 2008 announcing the Letter Agreement is
attached hereto as Exhibit 99.1 and incorporated by reference
herein.
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
The response to Item 1.01 above is
incorporated by reference herein.
.
Item
9.01. Financial
Statements and Exhibits.
Exhibits. The
following exhibits are filed herewith:
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Exhibit
No.
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Description
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| |
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10.1
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Letter
Agreement, dated April 1, 2008
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99.1
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Press
Release, dated April 1, 2008
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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: April 2,
2008
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ENERGY
PARTNERS, LTD.
By:
/s/ John H. Peper
John
H. Peper
Executive
Vice President, General
Counsel
and Corporate Secretary
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