-----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, Ey0oR0czyFFK2albaH7wKeAfqEVIrCg0DIJJLN1jHLn64ZtoLUmzWq0fEDHLEzQh YUNyHlchMKPD7//X3il2Ag== 0000921530-07-000096.txt : 20070214 0000921530-07-000096.hdr.sgml : 20070214 20070214122704 ACCESSION NUMBER: 0000921530-07-000096 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: ANCHORAGE ADVISORS MANAGEMENT, LLC GROUP MEMBERS: ANCHORAGE ADVISORS, LLC GROUP MEMBERS: ANTHONY L. DAVIS GROUP MEMBERS: KEVIN M. ULRICH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATP OIL & GAS CORP CENTRAL INDEX KEY: 0001123647 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760362774 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78100 FILM NUMBER: 07616502 BUSINESS ADDRESS: STREET 1: 4600 POST OAK PL STREET 2: STE 200 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7136223311 MAIL ADDRESS: STREET 1: 4600 POST OAK PLACE STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Anchorage Advisors, LLC CENTRAL INDEX KEY: 0001300714 IRS NUMBER: 200042271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 610 BROADWAY STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 212-610-9077 MAIL ADDRESS: STREET 1: 610 BROADWAY STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 SC 13G/A 1 atp_13ga-123106.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

ATP Oil & Gas Corporation

(Name of Issuer)

 

Common Shares, par value $0.001

(Title of Class of Securities)

 

00208J10-8

(CUSIP Number)

 

December 31, 2006

(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

x

o

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 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 following pages

Page 1 of 11 Pages

 

SCHEDULE 13G

 

CUSIP No. 00208J10-8

Page 2 of 11 Pages

 

 

1

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

ANCHORAGE CAPITAL MASTER OFFSHORE, LTD.

98-0418059

 

2

Check the Appropriate Box If a Member of a Group (See Instructions)

 

a.

o

 

b.

x

 

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

CAYMAN ISLANDS

 

 

5

Sole Voting Power

Number of

Shares

 

1,817,499

Beneficially

Owned By

Each

6

Shared Voting Power

0

Reporting

Person

With

7

Sole Dispositive Power

1,817,499

 

8

Shared Dispositive Power

 

 

0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,817,499

 

10

Check Box If the Aggregate Amount in Row (9) Excludes Certain

Shares (See Instructions)

 

o

 

11

Percent of Class Represented By Amount in Row (9)

 

6.0%

 

12

Type of Reporting Person (See Instructions)

OO

 

SCHEDULE 13G

 

CUSIP No. 00208J10-8

Page 3 of 11 Pages

 

 

1        Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

ANCHORAGE ADVISORS, L.L.C.

20-0042271

 

2

Check the Appropriate Box If a Member of a Group (See Instructions)

 

a.

o

 

b.

x

 

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

DELAWARE

 

 

5

Sole Voting Power

Number of

Shares

 

1,817,499

Beneficially

Owned By

Each

6

Shared Voting Power

0

Reporting

Person

With

7

Sole Dispositive Power

1,817,499

 

8

Shared Dispositive Power

 

 

0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,817,499

 

10

Check Box If the Aggregate Amount in Row (9) Excludes Certain

Shares (See Instructions)

 

o

 

11

Percent of Class Represented By Amount in Row (9)

 

6.0%

 

12

Type of Reporting Person (See Instructions)

OO, IA

 

SCHEDULE 13G

 

CUSIP No. 00208J10-8

Page 4 of 11 Pages

 

 

1        Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

ANCHORAGE ADVISORS MANAGEMENT, L.L.C.

20-0042478

 

2

Check the Appropriate Box If a Member of a Group (See Instructions)

 

a.

o

 

b.

x

 

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

DELAWARE

 

 

5

Sole Voting Power

Number of

Shares

 

1,817,499

Beneficially

Owned By

Each

6

Shared Voting Power

0

Reporting

Person

With

7

Sole Dispositive Power

1,817,499

 

8

Shared Dispositive Power

 

 

0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,817,499

 

10

Check Box If the Aggregate Amount in Row (9) Excludes Certain

Shares (See Instructions)

 

o

 

11

Percent of Class Represented By Amount in Row (9)

 

6.0%

 

12

Type of Reporting Person (See Instructions)

OO, HC

 

SCHEDULE 13G

 

CUSIP No. 00208J10-8

Page 5 of 11 Pages

 

 

1        Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

ANTHONY L. DAVIS

 

2

Check the Appropriate Box If a Member of a Group (See Instructions)

 

a.

o

 

b.

x

 

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

UNITED STATES

 

 

5

Sole Voting Power

Number of

Shares

 

1,817,499

Beneficially

Owned By

Each

6

Shared Voting Power

0

Reporting

Person

With

7

Sole Dispositive Power

1,817,499

 

8

Shared Dispositive Power

 

 

 

0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,817,499

 

10

Check Box If the Aggregate Amount in Row (9) Excludes Certain

Shares (See Instructions)

 

o

 

11

Percent of Class Represented By Amount in Row (9)

 

6.0%

 

12

Type of Reporting Person (See Instructions)

 

IN, HC

 

SCHEDULE 13G

 

CUSIP No. 00208J10-8

Page 6 of 11 Pages

 

 

1        Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

KEVIN M. ULRICH

 

2

Check the Appropriate Box If a Member of a Group (See Instructions)

 

a.

o

 

b.

x

 

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

CANADA

 

 

5

Sole Voting Power

Number of

Shares

 

1,817,499

Beneficially

Owned By

Each

6

Shared Voting Power

0

Reporting

Person

With

7

Sole Dispositive Power

1,817,499

 

8

Shared Dispositive Power

 

 

0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,817,499

 

10

Check Box If the Aggregate Amount in Row (9) Excludes Certain

Shares (See Instructions)

 

o

 

11

Percent of Class Represented By Amount in Row (9)

 

6.0%

 

12

Type of Reporting Person (See Instructions)

 

IN, HC

 

SCHEDULE 13G

 

CUSIP No. 00208J10-8

Page 7 of 11 Pages

 

 

Item 1(a)        Name of Issuer:

 

ATP Oil & Gas Corporation (the “Issuer”).

 

Item 1(b)

Address of the Issuer’s Principal Executive Offices:

 

4600 Post Oak Place, Suite 200

Houston, Texas 77027

 

Item 2(a)

Name of Person Filing:

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

i)

Anchorage Capital Master Offshore, Ltd. (“Anchorage Offshore”);

 

ii)

Anchorage Advisors, L.L.C. (“Advisors”);

 

iii)

Anchorage Advisors Management, L.L.C. (“Management”);

 

iv)

Anthony L. Davis (“Mr. Davis”); and

 

v)

Kevin M. Ulrich (“Mr. Ulrich”).

This statement related to Shares (as defined herein) held for the account of Anchorage Offshore. Advisors is the investment advisor to Anchorage Offshore. Management is the sole managing member of Advisors. Mr. Davis is the President of Advisors and a managing member of Management, and Mr. Ulrich is the Chief Executive Officer of Advisors and the other managing member of Management.

Item 2(b)

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of Anchorage Offshore, Advisors, Management and Messrs. Davis and Ulrich is 610 Broadway, 6th Floor, New York, NY 10012.

Item 2(c)

Citizenship:

 

1)

Anchorage Offshore is a Cayman Islands exempted company incorporated with limited liability;

 

2)

Advisors is a Delaware limited liability company;

 

3)

Management is a Delaware limited liability company;

 

4)

Mr. Davis is a citizen of the United States; and

 

5)

Mr. Ulrich is a citizen of Canada.

 

SCHEDULE 13G

 

CUSIP No. 00208J10-8

Page 8 of 11 Pages

 

 

Item 2(d)

Title of Class of Securities:

Common Shares, par value $0.001 (the “Shares”).

Item 2(e)

CUSIP Number:

00208J10-8

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

This Item 3 is not applicable.

Item 4.

Ownership:

Item 4(a)

Amount Beneficially Owned:

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 1,817,499 Shares, which consists of (i) 1,467,166 Shares and (ii) 350,333 Shares issuable upon the exercise of warrants held by the Reporting Persons.

Item 4(b)

Percent of Class:

According to the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, the number of Shares outstanding as of November 6, 2006 was 30,143,245. Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 6.0% of the total number of Shares outstanding.

Item 4(c)

Number of shares as to which such person has:

 

Anchorage Offshore

(i)

Sole power to vote or direct the vote

1,817,499

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

1,817,499

(iv)

Shared power to dispose or to direct the disposition of

0

Advisors

 

(i)

Sole power to vote or direct the vote

1,817,499

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

1,817,499

(iv)

Shared power to dispose or to direct the disposition of

0

 

 

SCHEDULE 13G

 

CUSIP No. 00208J10-8

Page 9 of 11 Pages

 

 

 

Management

 

(i)

Sole power to vote or direct the vote

1,817,499

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

1,817,499

(iv)

Shared power to dispose or to direct the disposition of

0

Mr. Davis

 

(i)

Sole power to vote or direct the vote

1,817,499

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

1,817,499

(iv)

Shared power to dispose or to direct the disposition of

0

Mr. Ulrich

 

(i)

Sole power to vote or direct the vote

1,817,499

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

1,817,499

(iv)

Shared power to dispose or to direct the disposition of

0

 

Item 5.

Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

The investors in Anchorage Offshore have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Anchorage Offshore in accordance with their respective ownership interests in Anchorage Offshore.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

This Item 7 is not applicable.

Item 8.

Identification and Classification of Members of the Group:

This Item 8 is not applicable.

 

SCHEDULE 13G

 

CUSIP No. 00208J10-8

Page 10 of 11 Pages

 

 

Item 9.

Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.

Certification:

By signing below each of the Reporting Persons certifies that, to the best of such person’s 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 such purpose or effect.

 

SCHEDULE 13G

 

CUSIP No. 00208J10-8

Page 11 of 11 Pages

 

 

SIGNATURES

 

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

 

Date:   February 6, 2007

ANCHORAGE CAPITAL MASTER OFFSHORE LTD.

 

 

 

 

By:

/s/ Kevin M. Ulrich

 

Name:

Title:

Kevin M. Ulrich

Director

 

 

 

 

Date:   February 6, 2007

ANCHORAGE ADVISORS, L.L.C.

 

 

 

 

By:

Anchorage Advisors Management, L.L.C.,

its Managing Member

 

 

 

 

 

By:

/s/ Anthony L. Davis

 

 

Name:

Title:

Anthony L. Davis

Managing Member

 

 

 

 

Date:   February 6, 2007

ANCHORAGE ADVISORS MANAGEMENT, LLC

 

 

 

By:

/s/ Anthony L. Davis

 

Name:

Title:

Anthony L. Davis

Managing Member

 

 

 

 

Date:   February 6, 2007

ANTHONY L. DAVIS

 

 

 

/s/ Anthony L. Davis

 

 

 

Date:   February 6, 2007

KEVIN M. ULRICH

 

 

 

/s/ Kevin M. Ulrich

 

 

 

 

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