-----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, UReu7luk/LZjd+X3wBhta+tJnwdJrkXjn2mXH2y7bHT8Nt0GJfIJGUmOWHM/2syd HpLgXvintKGNNco0VrwCfA== 0001011438-06-000207.txt : 20060320 0001011438-06-000207.hdr.sgml : 20060320 20060320163804 ACCESSION NUMBER: 0001011438-06-000207 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060320 DATE AS OF CHANGE: 20060320 GROUP MEMBERS: ANCHORAGE ADVISORS MANAGEMENT, L.L.C. GROUP MEMBERS: ANCHORAGE ADVISORS, L.L.C. 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-78100 FILM NUMBER: 06699011 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 Capital Master Offshore, Ltd CENTRAL INDEX KEY: 0001300713 IRS NUMBER: 980418059 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-610-9077 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 sc13g06-0083.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* ATP OIL & GAS CORPORATION (Name of Issuer) COMMON SHARES, PAR VALUE $0.001 (Title of Class of Securities) 00208J10-8 (CUSIP Number) MARCH 9, 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: [ ] 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 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 13 Pages CUSIP NO. 00208J10-8 PAGE 2 OF 13 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. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 1,759,748 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,759,748 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,759,748 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 6.0% 12 Type of Reporting Person (See Instructions) OO CUSIP NO. 00208J10-8 PAGE 3 OF 13 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) c. [ ] d. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,759,748 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,759,748 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,759,748 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 6.0% 12 Type of Reporting Person (See Instructions) OO, IA CUSIP NO. 00208J10-8 PAGE 4 OF 13 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) e. [ ] f. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,759,748 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,759,748 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,759,748 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 6.0% 12 Type of Reporting Person (See Instructions) OO; HC CUSIP NO. 00208J10-8 PAGE 5 OF 13 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. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 1,759,748 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,759,748 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,759,748 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 6.0% 12 Type of Reporting Person (See Instructions) IN; HC CUSIP NO. 00208J10-8 PAGE 6 OF 13 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. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CANADA 5 Sole Voting Power Number of 1,759,748 Shares Beneficially 6 Shared Voting Power Owned By Each Reporting 7 Sole Dispositive Power Person 1,759,748 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,759,748 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 6.0% 12 Type of Reporting Person (See Instructions) IN; HC CUSIP NO. 00208J10-8 PAGE 7 OF 13 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. ITEM 2(D) TITLE OF CLASS OF SECURITIES: Common Shares, par value $0.001 (the "Shares"). CUSIP NO. 00208J10-8 PAGE 8 OF 13 PAGES 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 1,759,748 Shares, which consists of (i) 1,409,415 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, 2005, the number of Shares outstanding as of November 1, 2005 was 29,255,186. 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 1,759,748 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 1,759,748 (iv) Shared power to dispose or to direct the disposition of 0 ADVISORS Sole power to vote or direct the vote 1,759,748 Shared power to vote or to direct the vote 0 Sole power to dispose or to direct the disposition of 1,759,748 Shared power to dispose or to direct the disposition of 0 CUSIP NO. 00208J10-8 PAGE 9 OF 13 PAGES MANAGEMENT Sole power to vote or direct the vote 1,759,748 Shared power to vote or to direct the vote 0 Sole power to dispose or to direct the disposition of 1,759,748 Shared power to dispose or to direct the disposition of 0 MR. DAVIS (i) Sole power to vote or direct the vote 1,759,748 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 1,759,748 (iv) Shared power to dispose or to direct the disposition of 0 MR. ULRICH (i) Sole power to vote or direct the vote 1,759,748 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 1,759,748 (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. ITEM 9. NOTICE OF DISSOLUTION OF GROUP: This Item 9 is not applicable. CUSIP NO. 00208J10-8 PAGE 10 OF 13 PAGES 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. CUSIP NO. 00208J10-8 PAGE 11 OF 13 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: March 20, 2006 ANCHORAGE CAPITAL MASTER OFFSHORE, LTD. By: /s/ Kevin M. Ulrich ------------------------------------------ Name: Kevin M. Ulrich Title: Director Date: March 20, 2006 ANCHORAGE ADVISORS, L.L.C. By: Anchorage Advisors Management, L.L.C., its Managing Member By: /s/ Anthony L. Davis ----------------------------------- Name: Anthony L. Davis Title: Managing Member Date: March 20, 2006 ANCHORAGE ADVISORS MANAGEMENT, L.L.C. By: /s/ Anthony L. Davis -------------------------------------------- Name: Anthony L. Davis Title: Managing Member Date: March 20, 2006 ANTHONY L. DAVIS /s/ Anthony L. Davis ------------------------------------------------ Date: March 20, 2006 KEVIN M. ULRICH /s/ Kevin M. Ulrich ------------------------------------------------
CUSIP NO. 00208J10-8 PAGE 12 OF 13 PAGES EXHIBIT INDEX
PAGE NO. A. Joint Filing Agreement, dated as of March 20, 2006, by and among the Reporting Persons..................................................................13
CUSIP NO. 00208J10-8 PAGE 13 OF 13 PAGES EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the common shares, par value $0.001, of ATP Oil & Gas Corporation, dated as of March 20, 2006, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
Date: March 20, 2006 ANCHORAGE CAPITAL MASTER OFFSHORE LTD. By: /s/ Kevin M. Ulrich ------------------------------------------ Name: Kevin M. Ulrich Title: Director Date: March 20, 2006 ANCHORAGE ADVISORS, L.L.C. By: Anchorage Advisors Management, L.L.C., its Managing Member By: /s/ Anthony L. Davis ----------------------------------- Name: Anthony L. Davis Title: Managing Member Date: March 20, 2006 ANCHORAGE ADVISORS MANAGEMENT, LLC By: /s/ Anthony L. Davis -------------------------------------------- Name: Anthony L. Davis Title: Managing Member Date: March 20, 2006 ANTHONY L. DAVIS /s/ Anthony L. Davis ------------------------------------------------ Date: March 20, 2006 KEVIN M. ULRICH /s/ Kevin M. Ulrich ------------------------------------------------
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