-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AKxsmO073RhFRznTIGgilDPz5lzcOdybFKaQn5foxdg7W8uXFIj3vOlBc8ION/r0 NGpWmrQhw9yI6xukiyWcZg== 0000950134-05-003089.txt : 20050214 0000950134-05-003089.hdr.sgml : 20050214 20050214173058 ACCESSION NUMBER: 0000950134-05-003089 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: DAVID EINHORN GROUP MEMBERS: GREENLIGHT CAPIAL ADVISORS LLC GROUP MEMBERS: GREENLIGHT CAPITAL INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PATINA OIL & GAS CORP CENTRAL INDEX KEY: 0001006264 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752629477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47499 FILM NUMBER: 05613034 BUSINESS ADDRESS: STREET 1: 1625 BROADWAY STREET 2: STE 2000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035928500 MAIL ADDRESS: STREET 1: 777 MAIN ST STREET 2: STE 2500 CITY: FORT WORTH STATE: TX ZIP: 76102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL LLC CENTRAL INDEX KEY: 0001040272 IRS NUMBER: 133886851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 d22500ksc13gza.htm AMENDMENT NO. 5 TO SCHEDULE 13G sc13gza
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

PATINA OIL & GAS CORPORATION


(Name of Issuer)

Common Stock, par value $.01 per share


(Title of Class of Securities)

703224105


(CUSIP Number)

December 31, 2004


(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        þ Rule 13d-1 (c)

        o Rule 13d-1 (d)

*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 the disclosures provided in a prior cover page.

The information required in 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 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).

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13G/A
CUSIP No. 703224105

  1. Name of Reporting Person:
Greenlight Capital, L.L.C.
I.R.S. Identification Nos. of above persons (entities only):
13-3886851

  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
842,112

6. Shared Voting Power:
0

7. Sole Dispositive Power:
842,112

8.Shared Dispositive Power:
0

  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
842,112

  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o

  11.Percent of Class Represented by Amount in Row (9):
1.2%**

  12.Type of Reporting Person*:
OO

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

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13G/A
CUSIP No. 703224105

  1. Name of Reporting Person:
Greenlight Capital, Inc.
I.R.S. Identification Nos. of above persons (entities only):
13-3871632

  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
851,800

6. Shared Voting Power:
0

7. Sole Dispositive Power:
851,800

8.Shared Dispositive Power:
0

  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
851,800

  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o

  11.Percent of Class Represented by Amount in Row (9):
1.2%**

  12.Type of Reporting Person*:
CO

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

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13G/A
CUSIP No. 703224105

  1. Name of Reporting Person:
Greenlight Capital Advisors, L.L.C.
I.R.S. Identification Nos. of above persons (entities only):
20-1365209

  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
70,600

6. Shared Voting Power:
0

7. Sole Dispositive Power:
70,600

8.Shared Dispositive Power:
0

  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
70,600

  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o

  11.Percent of Class Represented by Amount in Row (9):
0.1%**

  12.Type of Reporting Person*:
OO

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

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13G/A
CUSIP No. 703224105

  1. Name of Reporting Person:
David Einhorn
I.R.S. Identification Nos. of above persons (entities only):

  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Citizenship or Place of Organization:
U.S. Citizen

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,764,512

6. Shared Voting Power:
0

7. Sole Dispositive Power:
1,764,512

8.Shared Dispositive Power:
0

  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,764,512

  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o

  11.Percent of Class Represented by Amount in Row (9):
2.5%**

  12.Type of Reporting Person*:
IN

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

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AMENDMENT NO. 5 TO SCHEDULE 13G

     This Amendment No. 5 to Schedule 13G (the “Schedule 13G”) relating to shares of common stock of Patina Oil & Gas Corporation, a Delaware corporation (the “Issuer”) is being filed with the Securities and Exchange Commission (the “Commission”) as an amendment to the initial Schedule 13G filed with the Commission on October 4, 2001, as amended by Amendment No. 1, filed with the Commission on February 14, 2002, as amended by Amendment No. 2, as filed with the Commission on August 16, 2002, as amended by Amendment No. 3, as filed with the Commission on March 18, 2003, as amended by Amendment No. 4, as filed with the Commission on February 13, 2004 (the “Original Schedule 13G”). This statement is being filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), Greenlight Capital Advisors, L.L.C., a Delaware limited liability company (“Greenlight Advisors,” and together with Greenlight LLC and Greenlight Inc., “Greenlight”), and Mr. David Einhorn, principal of Greenlight (collectively, with Greenlight, the “Reporting Persons”).

     This Schedule 13G relates to shares of Common Stock, par value $0.01, of the Issuer (“Common Shares”) purchased by Greenlight for the account of (i) Greenlight Capital, L.P. (“Greenlight Fund”), of which Greenlight LLC is the general partner, (ii) Greenlight Capital Qualified, L.P (“Greenlight Qualified”), of which Greenlight LLC is the general partner, (iii) Greenlight Capital Offshore, Ltd. (“Greenlight Offshore”), to which Greenlight Inc. acts as investment advisor, and any managed accounts for which Greenlight Advisors acts as investment advisor.

     The Original Schedule 13G is hereby amended and restated in its entirety as follows:

         
Item 1(a)   Name of Issuer.
 
       
    Patina Oil & Gas Corporation
 
       
Item 1(b)   Address of Issuer’s Principal Executive Offices.
 
       
    1625 Broadway
    Suite 2000
    Denver, Colorado 80202
 
       
Item 2(a)   Name of Person Filing.
 
       
    Greenlight Capital, L.L.C., Greenlight Capital, Inc., Greenlight Advisors, L.L.C. and David Einhorn
 
       
Item 2(b)   Address of Principal Business Office, or, if none, Residence.
 
       
    140 East 45th Street
    24th Floor

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    New York, New York 10017
 
       
Item 2(c)   Citizenship or Place of Organization.
 
       
    Greenlight LLC and Greenlight Advisors are each a limited liability company organized under the laws of the State of Delaware. Greenlight Inc. is a corporation organized under the laws of the state of Delaware. David Einhorn is the principal of Greenlight and a United States citizen.
 
       
Item 2(d)   Title of Class of Securities.
 
       
    Common Stock
 
       
Item 2(e)   CUSIP Number.
 
       
    703224105
 
       
Item 3   Reporting Person.
 
       
    Inapplicable.
 
       
Item 4   Ownership.
 
       
  (a)   Greenlight and Mr. Einhorn are the beneficial owners of 1,764,512 Common Shares.
 
       
  (b)   Greenlight and Mr. Einhorn are the beneficial owners of 2.5% of the outstanding Common Shares. This percentage is determined by dividing 1,764,512 Common Shares by 70,624,440 Common Shares, the number of Common Shares issued and outstanding as of October 27, 2004, as reported in the Form 10-Q filed on October 28, 2004 with the Commission.
 
       
  (c)   Greenlight has the sole power to vote and dispose of the 1,764,512 Common Shares beneficially owned by it. As the principal of Greenlight, Mr. Einhorn may direct the vote and disposition of the 1,764,512 Common Shares beneficially owned by Greenlight.
 
       
    The filing of this Schedule 13G shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the 1,764,512 Common Shares owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore or any managed account managed by Greenlight Advisors. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership.
 
       
Item 5   Ownership of Five Percent or Less of a Class.

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    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following: x
 
       
Item 6   Ownership of More Than Five Percent on Behalf of Another Person.
 
       
    Inapplicable.
 
       
Item 7   Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
 
       
    Inapplicable.
 
       
Item 8   Identification and Classification of Members of the Group.
 
       
    Inapplicable.
 
       
Item 9   Notice of Dissolution of Group.
 
       
    Inapplicable.
 
       
Item 10   Certification.
 
       
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
       
Exhibits   Exhibit 1
 
       
    Joint Filing Agreement dated February 14, 2005, between Greenlight and David Einhorn.

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SIGNATURE

     After reasonable 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.

     Date: February 14, 2005
         
  Greenlight Capital, L.L.C.
 
 
  By:   /S/ DAVID EINHORN    
    David Einhorn, Senior Managing Member   
       
 
  Greenlight Capital, Inc.
 
 
  By:   /S/ DAVID EINHORN    
    David Einhorn, President   
       
 
  Greenlight Capital Advisors, L.L.C.
 
 
  By:   /S/ DAVID EINHORN    
    David Einhorn, Senior Managing Member   
       
 
     
  /S/ DAVID EINHORN    
    David Einhorn   
     
 

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EX-99.1 2 d22500kexv99w1.htm JOINT FILING AGREEMENT exv99w1
 

EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Patina Oil & Gas Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2005.
         
  Greenlight Capital, L.L.C.
 
 
  By:   /S/ DAVID EINHORN    
    David Einhorn, Senior Managing Member   
       
 
  Greenlight Capital, Inc.
 
 
  By:   /S/ DAVID EINHORN    
    David Einhorn, President   
       
 
  Greenlight Capital Advisors, L.L.C.
 
 
  By:   /S/ DAVID EINHORN    
    David Einhorn, Senior Managing Member   
       
 
     
  /S/ DAVID EINHORN    
  David Einhorn   
       
 

 

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