0001145443-13-000385.txt : 20130213 0001145443-13-000385.hdr.sgml : 20130213 20130213164218 ACCESSION NUMBER: 0001145443-13-000385 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130213 DATE AS OF CHANGE: 20130213 GROUP MEMBERS: MANULIFE ASSET MANAGEMENT (NORTH AMERICA) LIMITED, MANULIFE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WARREN RESOURCES INC CENTRAL INDEX KEY: 0000892986 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 113024080 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78066 FILM NUMBER: 13603890 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2126979660 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANULIFE FINANCIAL CORP CENTRAL INDEX KEY: 0001086888 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 BLOOR ST EAST STREET 2: NORTH TOWER 11 CITY: TORONTO ONTARIO CANA STATE: A6 ZIP: 00000 BUSINESS PHONE: 4169263500 MAIL ADDRESS: STREET 1: 200 BLOOR ST EAST STREET 2: NORTH TOWER 11 CITY: TORONTO ONTARIO CANA STATE: A6 ZIP: 00000 SC 13G/A 1 d30220.htm SC 13G/A Sched 13G JHA.dot  (SCHED1~1.DOT;1)



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13G




Under the Securities Exchange Act of 1934

(Amendment No. 4)*



Warren Resources, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

93564A100

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)


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


X

Rule 13d-1(b)

 

 

 

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 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 (“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).











PAGE 1 OF 9 PAGES



CUSIP No.   93564A100

 

 


1

NAME OF REPORTING PERSON


Manulife Financial Corporation

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  o

(b)  o

N/A

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION


Canada





Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

5

SOLE VOTING POWER


-0-

6

SHARED VOTING POWER


-0-

7

SOLE DISPOSITIVE POWER


-0-

8

SHARED DISPOSITIVE POWER


-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


None, except through its indirect, wholly-owned subsidiaries, Manulife Asset Management (North America) Limited and Manulife Asset Management (US) LLC

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9


See line 9 above.

12

TYPE OF REPORTING PERSON*


HC

*SEE INSTRUCTIONS




PAGE 2 OF 9 PAGES



CUSIP No.   93564A100

 

 


1

NAME OF REPORTING PERSON


Manulife Asset Management (North America) Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  o

(b)  o

N/A

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION


Canada





Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

5

SOLE VOTING POWER


21,118

6

SHARED VOTING POWER


-0-

7

SOLE DISPOSITIVE POWER


21,118

8

SHARED DISPOSITIVE POWER


-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


21,118

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9


0.03%

12

TYPE OF REPORTING PERSON*


IA

*SEE INSTRUCTIONS




PAGE 3 OF 9 PAGES



CUSIP No.   93564A100

 

 


1

NAME OF REPORTING PERSON


Manulife Asset Management (US) LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  o

(b)  o

N/A

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


10,039,274

6

SHARED VOTING POWER


-0-

7

SOLE DISPOSITIVE POWER


10,039,274

8

SHARED DISPOSITIVE POWER


-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


10,039,274

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9


13.97%

12

TYPE OF REPORTING PERSON*


IA

*SEE INSTRUCTIONS




PAGE 4 OF 9 PAGES



CUSIP No.   93564A100

 

 


1

NAME OF REPORTING PERSON


John Hancock Global Opportunities Fund

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  o

(b)  o

N/A

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION


Massachusetts





Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

5

SOLE VOTING POWER


-0-

6

SHARED VOTING POWER


-0-

7

SOLE DISPOSITIVE POWER


-0-

8

SHARED DISPOSITIVE POWER


-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


5,769,873 shares owned directly by the Fund.  Manulife Asset Management (US) LLC has sole voting and dispositive power over these shares.

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9


8.03%

12

TYPE OF REPORTING PERSON*


IV

*SEE INSTRUCTIONS




PAGE 5 OF 9 PAGES



Item 1(a)

Name of Issuer:
Warren Resources, Inc.


Item 1(b)

Address of Issuer’s Principal Executive Offices:
1114 Avenue of the Americas
New York, New York  10036


Item 2(a)

Name of Person Filing:
This filing is made on behalf of Manulife Financial Corporation (“MFC”) and MFC’s indirect, wholly-owned subsidiaries, Manulife Asset Management (North America) Limited (“MAM (NA)”) and Manulife Asset Management (US) LLC (“MAM (US)”), and is also made on behalf of John Hancock Global Opportunities Fund (“JH Global Opportunities Fund”).


Item 2(b)

Address of Principal Business Office:
The principal business offices of MFC and MAM (NA) are located at 200 Bloor Street East, Toronto, Ontario, Canada, M4W 1E5.
The principal business office of MAM (US) is located at 101 Huntington Avenue, Boston, Massachusetts 02199.
The principal business office of JH Global Opportunities Fund is located at 601 Congress Street, Boston, Massachusetts 02210.


Item 2(c)

Citizenship:
MFC and MAM (NA) are organized and exist under the laws of Canada.
MAM (US) is organized and exists under the laws of the State of Delaware.
JH Global Opportunities Fund is organized and exists under the laws of the Commonwealth of Massachusetts.


Item 2(d)

Title of Class of Securities:
Common Stock


Item 2(e)

CUSIP Number:
93564A100


Item 3

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


MFC:

(g) (X)

a parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G).


MAM (NA):

(e) (X)

an investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).


MAM (US):

(e) (X)

an investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).


JH Global Opportunities Fund:

(d) (X)

an investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).


Item 4

Ownership:


(a)  Amount Beneficially Owned:  MAM (NA) has beneficial ownership of 21,118 shares of Common Stock.  MAM (US) has beneficial ownership of 10,039,274 shares of Common Stock, of which JH Global Opportunities Fund owns directly 5,769,873 shares.  Through its parent-subsidiary relationship to MAM (NA) and MAM (US), MFC may be deemed to have beneficial ownership of these same shares.




PAGE 6 OF 9 PAGES



(b)

Percent of Class:  Of the 71,846,233 shares outstanding as of November 7, 2012, according to the issuer’s Quarterly Report filed on Form 10-Q for the quarterly period ended September 30, 2012, MAM (NA) held 0.03% and MAM (US) held 13.97%, of which JH Global Opportunities Fund held directly 8.03%.


(c)

Number of shares as to which the person has:


(i)

sole power to vote or to direct the vote:
MAM (NA) and MAM (US) each has sole power to vote or to direct the voting of the shares of Common Stock beneficially owned by each of them.


(ii)

shared power to vote or to direct the vote:  -0-


(iii)

sole power to dispose or to direct the disposition of:
MAM (NA) and MAM (US) each has sole power to dispose or to direct the disposition of the shares of Common Stock beneficially owned by each of them.


(iv)

shared power to dispose or to direct the disposition of:  -0-


Item 5

Ownership of Five Percent or Less of a Class:
Not applicable.


Item 6

Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.


Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
See Items 3 and 4 above.


Item 8

Identification and Classification of Members of the Group:
Not applicable.


Item 9

Notice of Dissolution of Group:
Not applicable.


Item 10

Certification:
By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.






PAGE 7 OF 9 PAGES



SIGNATURE


After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


  Manulife Financial Corporation
   
   
  By:   /s/ Kenneth G. Pogrin
  Name:   Kenneth G. Pogrin
Dated:  February 13, 2013 Title:   Attorney in Fact*
   
   
  Manulife Asset Management (North America) Limited
   
   
  By:   /s/ Kenneth G. Pogrin
  Name:   Kenneth G. Pogrin
Dated:  February 13, 2013 Title:   General Counsel and Secretary
   
   
  Manulife Asset Management (US) LLC
   
   
  By:   /s/ William E. Corson
  Name:   William E. Corson
Dated:  February 13, 2013 Title:   Vice President and Chief Compliance Officer
   
   
  John Hancock Global Opportunities Fund
   
   
  By:   /s/ Francis V. Knox Jr.
  Name:   Francis V. Knox Jr.
Dated:  February 13, 2013 Title:   Vice President and Chief Compliance Officer
   


* Signed pursuant to a Power of Attorney dated January 17, 2008 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 24, 2008.






PAGE 8 OF 9 PAGES



EXHIBIT A

JOINT FILING AGREEMENT


Manulife Financial Corporation, Manulife Asset Management (North America) Limited, Manulife Asset Management (US) LLC and John Hancock Global Opportunities Fund agree that the Schedule 13G (Amendment No. 4) to which this Agreement is attached, relating to the Common Stock of Warren Resources, Inc., is filed on behalf of each of them.



  Manulife Financial Corporation
   
   
  By:   /s/ Kenneth G. Pogrin
  Name:   Kenneth G. Pogrin
Dated:  February 13, 2013 Title:   Attorney in Fact*
   
   
  Manulife Asset Management (North America) Limited
   
   
  By:   /s/ Kenneth G. Pogrin
  Name:   Kenneth G. Pogrin
Dated:  February 13, 2013 Title:   General Counsel and Secretary
   
   
  Manulife Asset Management (US) LLC
   
   
  By:   /s/ William E. Corson
  Name:   William E. Corson
Dated:  February 13, 2013 Title:   Vice President and Chief Compliance Officer
   
   
  John Hancock Global Opportunities Fund
   
   
  By:   /s/ Francis V. Knox Jr.
  Name:   Francis V. Knox Jr.
Dated:  February 13, 2013 Title:   Vice President and Chief Compliance Officer
   


* Signed pursuant to a Power of Attorney dated January 17, 2008 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 24, 2008.








PAGE 9 OF 9 PAGES