-----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, L9xcIC6v07/Ei0IMRDPJYjLo1i0vQ8pgIQuguM4KJODKy9fkoX+tqjDGr5Mnm7Fd eGAj4hF8cur5PF3gvmIGRw== 0001013594-06-000075.txt : 20060203 0001013594-06-000075.hdr.sgml : 20060203 20060203165855 ACCESSION NUMBER: 0001013594-06-000075 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060203 DATE AS OF CHANGE: 20060203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GASCO ENERGY INC CENTRAL INDEX KEY: 0001086319 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980204105 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57283 FILM NUMBER: 06578622 BUSINESS ADDRESS: STREET 1: 8 INVERNESS DRIVE EAST STREET 2: SUITE 100 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3034830044 MAIL ADDRESS: STREET 1: 8 INVERNESS DRIVE EAST STREET 2: SUITE 100 CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: SAN JOAQUIN RESOURCES INC DATE OF NAME CHANGE: 20000516 FORMER COMPANY: FORMER CONFORMED NAME: LEK INTERNATIONAL INC DATE OF NAME CHANGE: 19990511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMARANTH LLC CENTRAL INDEX KEY: 0001167129 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2036258300 MAIL ADDRESS: STREET 1: ONE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 SC 13G/A 1 chiquita13ga-020306.txt FEBRUARY 3, 2006 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d (Amendment No. 1) * Chiquita Brands International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 170032809 (CUSIP Number) December 31, 2005 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] 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 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). (Continued on the Following Pages) 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amaranth LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 4,512,910 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 4,512,910 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See 6 and 8 above. 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.7% 12. TYPE OF REPORTING PERSON* CO 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amaranth Advisors L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 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 0 6. SHARED VOTING POWER 4,512,910 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 4,512,910 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See 6 and 8 above. 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.7% 12. TYPE OF REPORTING PERSON* IA 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nicholas M. Maounis 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 4,512,910 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 4,512,910 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See 6 and 8 above. 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.7% 12. TYPE OF REPORTING PERSON* IN, HC This statement is filed with respect to the shares of common stock, having $.01 par value (the "Common Stock") of Chiquita Brands International, Inc. (the "Issuer") beneficially owned by Amaranth LLC, a Cayman Islands exempted company, Amaranth Advisors L.L.C. and Nicholas M. Maounis (collectively, the "Reporting Persons") as of February 3, 2006 and amends and supplements the Schedule 13G filed April 15, 2005 (the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified. Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: The Reporting Persons beneficially own 4,512,910 shares of the issuer's Common Stock which are comprised of (i) 37,500 shares of Common Stock, and (ii) warrants which are exercisable for 4,475,410 shares of Common Stock. (b) Percent of class: 9.7% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote 0 (ii) Shared power to vote or to direct the vote See Item 4(a). (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of See Item 4(a). Item 10. Certification. By signing below the undersigned certifies that, to the best of its 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. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: February 3, 2006 AMARANTH LLC, by Amaranth Advisors L.L.C., as Trading Advisor By: /s/ Karl Wachter ---------------- Karl Wachter, Vice President AMARANTH ADVISORS L.L.C. By: /s/ Karl Wachter ---------------- Karl Wachter, Vice President NICHOLAS M. MAOUNIS /s/ Karl Wachter ---------------- Karl Wachter by Power of Attorney for Nicholas M. Maounis EXHIBIT A POWER OF ATTORNEY The undersigned hereby makes, constitutes and appoints each of Karl Wachter and Charles H. Winkler as the undersigned's true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder. The undersigned also hereby grants to each such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms 3, 4 or 5, or Schedules 13D or 13G, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 12, 2004. /s/ Nicholas M. Maounis - ----------------------- Nicholas M. Maounis -----END PRIVACY-ENHANCED MESSAGE-----