Washington,
DC 20549
SCHEDULE
14D-9/A
Solicitation/Recommendation
Statement under
Section
14(d)(4) of the Securities Exchange Act of 1934
Amendment
No. 4
ENERGY
PARTNERS, LTD.
(Name
of
Subject Company)
ENERGY
PARTNERS, LTD.
(Name
of
Person(s) Filing Statement)
Common
Stock, par value $0.01 per share
(Title
of
Class of Securities)
29270U105
(CUSIP
Number of Class of Securities)
John H.
Peper
Executive
Vice President,
General
Counsel and Corporate Secretary
Energy
Partners, Ltd.
201
St. Charles Avenue, Suite 3400
New
Orleans, Louisiana 70170
(504)
569-1875
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications
on Behalf of the Person(s) Filing Statement)
With
Copies to:
|
Kenneth
W. Orce, Esq.
John
Schuster, Esq.
Cahill
Gordon & Reindel LLP
80
Pine Street
New
York, New York 10005
(212)
701-3000
|
Richard
D. Katcher, Esq.
Trevor
S. Norwitz, Esq.
Wachtell,
Lipton, Rosen & Katz
51
West 52nd Street
New
York, New York 10019-6150
(212)
403-1000
|
| o |
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender
offer.
|
This
Amendment No. 3 (this “Amendment”) amends and supplements the Solicitation /
Recommendation Statement on Schedule 14D-9 filed on September 14, 2006, as
amended by Amendments 1, 2 and 3 (as so amended, the “Schedule 14D-9”), by
Energy Partners, Ltd., a Delaware corporation (the “Company” or “EPL”).
The
purpose of this amendment is to amend and supplement Items 8 and 9 of the
Schedule 14D-9. Except as specifically provided herein, this Amendment does
not
modify any of the information previously reported on the Schedule
14D-9.
Item
8. Additional
Information
Item
8-
Additional Information is hereby amended and supplemented by adding the
following at the end thereof:
On
September 27, 2006, ATS requested that EPL fix a record date in order to
determine the stockholders entitled to consent to action in writing without
a
meeting.
On
October
7, 2006, in accordance with Section 2.9 of EPL’s bylaws, the Board established a
record date of October 17, 2006 as the record date for determining the
stockholders entitled to consent to action in writing without a
meeting.
Item
9. Exhibits
Item
9 of
the Schedule 14D-9 is amended and supplemented by adding the
following:
|
(a)(8)
|
Letter
from EPL to ATS, Inc., dated October 9, 2006.
|
SIGNATURE
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Statement is true, complete and
correct.
|
Energy
Partners, Ltd.
|
|
By
/s/ John H. Peper
|
|
Name: John H. Peper
|
|
Title: Executive Vice President,
General
|
|
Counsel
and Corporate Secretary
|
Dated:
October 10, 2006
|
John
H. Peper
|
Direct
(504) 799-1897
|
|
|
Executive
Vice President
|
jpeper@eplweb.com
|
Mr.
Mark
Chatterji, President
ATS,
Inc.
71683
Riverside Drive
Covington,
LA 70433
Dear
Mr.
Chatterji:
We
were,
to be candid, surprised that you would send us the letter after you disclosed
its contents publicly. It made it appear to be a publicity ploy rather than
something substantive. And, again to be candid, we were surprised by the
letter’s content. You obviously know that our Board of Directors has found your
offer to be inadequate, and I might add the word “opportunistic,” and the
reasons for that decision. The results of your tender offer in which less
than
24,000 EPL shares (approximately 6/100ths of 1% of our outstanding shares)
were
tendered, also speaks volumes for the fact that our stockholders agree totally
with the decision of their Board of Directors.
We
will
consider any reasonable offer which would enhance stockholder value. This
company, since its inception, has always prided itself in representing all
stockholders in taking steps to deliver value to all stockholders.
Should
Woodside wish to make such an offer and pursue discussions with us in a
constructive manner, please do not hesitate to contact Richard Bachmann,
our
Chairman and Chief Executive Officer.
John
H.
Peper
Executive
Vice President