-----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, TdYtQMi4py9DMeUpkElZQjiJA9aNfoSyYxRNJ5bAI+zdfD/TflmhDzVPxR5CGrJ+ VvSZc2KnnrgwWu3cQddlPQ== 0000909334-06-000192.txt : 20060518 0000909334-06-000192.hdr.sgml : 20060518 20060518120546 ACCESSION NUMBER: 0000909334-06-000192 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20060518 DATE AS OF CHANGE: 20060518 GROUP MEMBERS: DANISH KNIGHTS, A LIMITED PARTNERSHIP GROUP MEMBERS: DANNEBROG CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAM ENERGY RESOURCES INC CENTRAL INDEX KEY: 0001282648 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 200700684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79873 FILM NUMBER: 06851103 BUSINESS ADDRESS: STREET 1: 5100 E SKELLY DRIVE - SUITE 650 CITY: TULSA STATE: OK ZIP: 74135 BUSINESS PHONE: 918-663-2800 MAIL ADDRESS: STREET 1: 5100 E SKELLY DRIVE - SUITE 650 CITY: TULSA STATE: OK ZIP: 74135 FORMER COMPANY: FORMER CONFORMED NAME: TREMISIS ENERGY ACQUISITION CORP DATE OF NAME CHANGE: 20040304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOWMAN BRITANI TALLEY CENTRAL INDEX KEY: 0001362809 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 918-298-2883 MAIL ADDRESS: STREET 1: 3155 E 86TH STREET CITY: TULSA STATE: OK ZIP: 74137 SC 13D 1 bowman13d-051606.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.___)(1) RAM Energy Resources, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 75130P 10 9 - -------------------------------------------------------------------------------- (CUSIP Number) Britani Talley Bowman 3155 E. 86th Street Tulsa, Oklahoma 74137 (918) 298-2113 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 8, 2006 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [_] Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. _______________ (1) 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 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). CUSIP No. 75130P 10 9 13D - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Britani Talley Bowman - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS SC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER 12,555,186 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------- 8. SHARED VOTING POWER 0 ------------------------------------------------- 9. SOLE DISPOSITIVE POWER 12,555,186 ------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,555,186 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 37.7% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- CUSIP No. 75130P 10 9 13D - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Danish Knights, A Limited Partnership EIN: 74-3007501 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS SC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - --------- ---------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER 12,555,186 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------- 8. SHARED VOTING POWER 0 ------------------------------------------------- 9. SOLE DISPOSITIVE POWER 12,555,186 ------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 ------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,555,186 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 37.7% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- CUSIP No. 75130P 10 9 13D - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Dannebrog Corporation EIN: 74-3004164 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS SC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER 12,555,186 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------- 8. SHARED VOTING POWER 0 ------------------------------------------------- 9. SOLE DISPOSITIVE POWER 12,555,186 ------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,555,186 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 37.7% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- EXPLANATORY NOTE Tremisis Energy Acquisition Corporation ("Tremisis") was formed in February 2004 to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an unidentified operating business in either the energy or the environmental industry. On May 8, 2006, Tremisis acquired RAM Energy, Inc., a Delaware corporation ("RAM") through the merger of RAM Energy Acquisition, Inc., a Delaware corporation ("Merger Sub") and wholly owned subsidiary of Tremisis, into RAM, pursuant to the Agreement and Plan of Merger dated October 20, 2005, as amended, ("Merger Agreement") among Tremisis, Merger Sub, RAM and the stockholders of RAM (the "merger"). As a result of the merger, RAM became a wholly owned subsidiary of Tremisis. Prior to its acquisition of RAM, Tremisis had not engaged in any business enterprise. As part of the merger transaction, Tremisis' name was changed to RAM Energy Resources, Inc. At the closing of the merger, the RAM stockholders and their designees were issued an aggregate of 25,600,000 shares of Tremisis common stock and $30.0 million of cash. The Reporting Persons (defined below) received the shares reported below in connection with the merger. Item 1. Security and Issuer. The class of equity security to which this statement relates is the common stock, $.0001 par value per share (the "Common Stock"), of RAM Energy Resources, Inc., a Delaware corporation (the "Issuer"). The name and address of the principal executive offices of the Issuer are: RAM Energy Resources, Inc. 5100 E. Skelly Drive, Suite 650, Tulsa, Oklahoma 74135. Item 2. Identity and Background. (a) Name: This Schedule 13D is filed by Ms. Bowman, on her own behalf and on behalf of Danish Knights, A Limited Partnership ("Danish Knights"), 98.5% of which is owned by Ms. Bowman and Dannebrog Corporation (Dannebrog"), the general partner of Danish Knights. Ms. Bowman, Danish Knights and Dannebrog are referred to collectively herein as, the "Reporting Persons". (b) Residence or business address: The principal business address of the Reporting Persons is 3155 E. 86th Street, Tulsa, Oklahoma 74137. (c) Present business or occupation: The principal business of the Reporting Persons is investments. (d) Criminal convictions: None of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violation or similar misdemeanors) in the last five years. (e) Civil Proceedings: None of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction in the last five years as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws, or finding any violation with respect to such laws. (f) Citizenship: Danish Knights and Dannebrog Corporation were organized in Texas. Ms. Bowman is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. See Explanatory Note. Item 4. Purpose of Transaction. See Explanatory Note. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, the Reporting Persons beneficially own an aggregate of 12,555,186 shares of Common Stock or approximately 37.7% of the Common Stock outstanding based on 33,630,000 shares outstanding based on the number of shares of Common Stock represented to be issued and outstanding as of the filing of this Schedule 13D. (b) The Reporting Persons have sole voting and dispositive power with respect to 12,555,186 shares of Common Stock and has shared voting and dispositive power with respect to no shares of Common Stock. All shares of Common Stock reported on this Schedule 13D are owned by Danish Knights. Dannebrog is the general partner of Danish Knights and Ms. Bowman is the President and sole director of Dannebrog and, therefore, each may be deemed to be the beneficial owner of the Common Stock under Section 13 of the Securities Exchange Act of 1934. Both Dannebrog and Ms. Bowman disclaim any such beneficial ownership. (c) Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons in the last 60 days. (d) None (e) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Danish Knights entered into a Lock-Up Agreement dated October 20, 2005, pursuant to which it agreed not to sell or otherwise transfer any of the shares of Common Stock until the six-month anniversary of the merger; and no more than 50% of such shares in the following six months subject to certain exceptions. A copy of the Lock-Up Agreement is filed herewith as Exhibit 99.1 and the information therein is hereby incorporated by reference to this Schedule 13D. Danish Knights entered into a Second Amended and Restated Voting Agreement dated April 10, 2006, pursuant to which it and other parties to the agreement have agreed to vote for the other's designees to the Issuer's board of directors through the election in 2008. A copy of the Second Amended and Restated Voting Agreement is filed herewith as Exhibit 99.2 and the information therein is hereby incorporated by reference to this Schedule 13D. The Danish Knights entered into a Stockholders' Agreement dated October 31, 2005 with Danish Knights, A Limited Partnership and David Stinson, pursuant to which the parties agreed to certain restrictions on their abilities to transfer shares of Common Stock through December 31, 2008. A copy of the Stockholders' Agreement is filed herewith as Exhibit 99.3 and the information therein is hereby incorporated by reference to this Schedule 13D. Item 7. Materials to be Filed as Exhibits. Exhibit No. Description --- ----------- 99.1 Lock-Up Agreement dated October 20, 2005 by and among Danish Knights, Larry E. Lee, David Stinson and the Issuer. 99.2 Second Amended and Restated Voting Agreement dated April 10, 2006 by and among the Issuer, certain shareholders of the Issuer, and Danish Knights, Larry E. Lee, David Stinson. 99.3 Stockholders' Agreement dated October 31, 2005 by and among Larry E. Lee, Danish Knights, A Limited Partnership and David Stinson 99.4 Joint Filing Agreement dated May 16, 2006 by and among Ms. Bowman, Danish Knights and Dannebrog. 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. Dated: May 16, 2006 /s/ Britani Talley Bowman Britani Talley Bowman EXHIBIT INDEX Exhibit No. Description Method of Filing --- ----------- ---------------- 99.1 Lock-Up Agreement dated October 20, 2005 Filed herewith electronically by and among Danish Knights, Larry E. Lee, David Stinson and the Issuer. 99.2 Second Amended and Restated Voting Filed herewith electronically Agreement dated April 10, 2006 by and among the Issuer, certain shareholders of the Issuer, and Danish Knights, Larry E. Lee, David Stinson. 99.3 Stockholders' Agreement dated October Filed herewith electronically 31, 2005 by and among Larry E. Lee, Danish Knights, A Limited Partnership and David Stinson 99.4 Joint Filing Agreement dated May 16, Filed herewith electronically 2006 by and among Ms. Bowman, Danish Knights and Dannebrog. EX-99.1 2 ram13dex991-051606.txt EXHIBIT 99.1 LOCK-UP AGREEMENT October 20, 2005 Tremisis Energy Acquisition Corporation 1775 Broadway, Suite 604 New York, New York 10019 Attention: Lawrence S. Coben, Chairman and CEO Re: Securities Issued in Merger with RAM Energy, Inc. Ladies and Gentlemen: In connection with the Agreement and Plan of Merger dated October 20, 2005 by and among Tremisis Energy Acquisition Corporation (the "Corporation"), RAM Energy Acquisition, Inc., RAM Energy, Inc. and certain Stockholders of RAM Energy, Inc. (the "Merger Agreement"), to induce the Corporation to enter into the Merger Agreement and consummate the Merger (as defined in the Merger Agreement), the undersigned agrees to neither directly nor indirectly: (1) sell or offer or contract to sell or offer, grant any option or warrant for the sale of, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of (all being referred to as a "Transfer") any legal or beneficial interest in any shares of stock, $.0001 par value, of the Corporation ("Parent Common Stock") receivable solely as a result of the Merger at the time of Closing of the Merger (the "Restricted Securities"), or (2) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any of the Restricted Securities, whether such swap transaction is to be settled by delivery of any Restricted Securities or other securities of any person, in cash or otherwise, during the "Restricted Period" (as hereinafter defined). As used herein, "Restricted Period" means the period commencing on the Closing Date (as defined in the Merger Agreement) and ending the first anniversary of the Closing Date, provided, that the Restricted Period shall terminate six months after the Closing Date with respect to 50% of the Restricted Securities. Notwithstanding the foregoing, the Restricted Period shall terminate with respect to any and all Restricted Securities that are registered pursuant to Section 2.2 of the Registration Rights Agreement (as defined in the Merger Agreement) on the date that the registration statement filed with respect thereto is declared effective by the Securities and Exchange Commission. It is understood that the shares of Parent Common Stock owned by the undersigned and held in escrow pursuant to that certain Escrow Agreement (as defined in the Merger Agreement) to the Merger Agreement shall be considered part of the "Restricted Securities" and shall, for purposes of calculating the number of Restricted Securities the undersigned is entitled to Transfer hereunder, be entirely included in that portion of the Restricted Securities that remain subject to the restrictions of this Agreement. Notwithstanding the foregoing limitations, this Lock-Up Agreement will not prevent any Transfer of any or all of the Restricted Securities, either during the undersigned's lifetime or on the undersigned's death, by gift, will or intestate succession, or by judicial decree, to the undersigned's "family members" or to trusts, family limited partnerships and similar entities primarily for the benefit of the undersigned or the undersigned's "family members"; provided, however, that in each and any such event it shall be a condition to the Transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Lock-Up Agreement, and other than to return the Restricted Securities to the former ownership, there shall be no further Transfer of the Restricted Securities except in accordance with this Lock-Up Agreement. For purposes of this sub-paragraph, "family member" shall mean spouse, lineal descendants, stepchildren, father, mother, brother or sister of the transferor or of the transferor's spouse. Also notwithstanding the foregoing limitations, in the event the undersigned is an entity rather than an individual, this Lock-Up Agreement will not prevent any Transfer of any or all of the Restricted Securities to the shareholders of such entity, if it is a corporation, to the members of such entity, if it is a limited liability company, or to the partners in such entity, if it is a partnership; provided, however, that in each and any such event it shall be a condition to the Transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Lock-Up Agreement, and other than to return the Restricted Securities to the former ownership, there shall be no further Transfer of the Restricted Securities in accordance with this Lock-Up Agreement. Any of the Restricted Securities subject to this Lock-Up Agreement may be released in whole or part from the terms hereof upon the approval of the board of directors of the Corporation and the Committee referred to in the Merger Agreement. The undersigned hereby authorizes the Corporation's transfer agent to apply to any certificates representing Restricted Securities issued to the undersigned the appropriate legend to reflect the existence and general terms of this Lock-up Agreement. This Lock-up Agreement will be legally binding on the undersigned and on the undersigned's heirs, successors, executors, administrators, conservators and permitted assigns, and is executed as an instrument governed by the laws of the State of Delaware. Very truly yours, Danish Knights, A Limited Partnership a Texas limited partnership By: Dannebrog Corporation, General Partner By: /s/ Britani Talley Bowman Britani Talley Bowman, President /s/ Larry E. Lee Larry E. Lee /s/ C. David Stinson C. David Stinson EX-99.2 3 ram13dex992-051606.txt EXHIBIT 99.2 SECOND AMENDED AND RESTATED VOTING AGREEMENT SECOND AMENDED AND RESTATED VOTING AGREEMENT, dated as of this 10th day of April, 2006 ("Agreement"), among each of the persons listed under the caption "RAM Group" on Exhibit A attached hereto (the "RAM Group"), each of the persons listed under the caption "Founders Group" on Exhibit A attached hereto (the "Founders Group") and Tremisis Energy Acquisition Corporation, a Delaware corporation ("Tremisis"). Each of the RAM Group and the Founders Group is sometimes referred to herein as a "Group". For purposes of this Agreement, each person who is a member of either the RAM Group or the Founders Group is referred to herein individually as a "Stockholder" and collectively as the "Stockholders". WHEREAS, as of October 20, 2005, each of Tremisis, RAM Energy, Inc. (the "Company"), a Delaware corporation, RAM Acquisition, Inc. ("Merger Sub"), a Delaware corporation, and the Stockholders who are members of the RAM Group entered into an Agreement and Plan of Merger (as amended by Amendment thereto dated November 11, 2005, the "Merger Agreement") that provides, inter alia, upon the terms and subject to the conditions thereof, for the merger of Merger Sub with and into the Company, with the Company being the surviving entity and becoming a wholly owned subsidiary of Tremisis (the "Merger"); WHEREAS, as of the date hereof, each Stockholder who is a member of the Founders Group owns beneficially and of record shares of common stock of Tremisis, par value $0.0001 per share ("Tremisis Common Stock"), as set forth opposite such stockholder's name on Exhibit A hereto (all such shares and any shares of which ownership of record or the power to vote is hereafter acquired by any of the Stockholders, whether by purchase, conversion or exercise, prior to the termination of this Agreement being referred to herein as the "Shares"); WHEREAS, at the Effective Time, all shares of Company Common Stock beneficially owned by each Stockholder who is a member of the RAM Group shall be converted into the right to receive and shall be exchanged for his, her or its pro rata portion of the cash and shares of Tremisis Common Stock to be issued to the Company's security holders as consideration in the Merger; WHEREAS, as a condition to the consummation of the Merger Agreement, the Stockholders have agreed, severally, to enter into this Agreement; and WHEREAS, capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement; NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants set forth herein and in the Merger Agreement, and intending to be legally bound hereby, the parties hereto hereby agree as follows: ARTICLE I VOTING OF SHARES FOR DIRECTORS SECTION 1.01 Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the Shares of Tremisis Common Stock he, she or it now owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of Tremisis: (a) Three (3) persons, (i) two (2) of whom shall at all times be "independent directors," within the meaning of the NASDAQ rules, and (ii) all of whom shall be designees of the RAM Group; with one (1) of such designees to stand for election in 2007("Class A Director"), who shall initially be Larry E. Lee; one (1) of such designees to stand for election in 2008("Class B Director"), who shall initially be Gerald R. Marshall; and one (1) of such designees to stand for election 2009 ("Class C Director"), who shall initially be John M. Reardon (collectively, the "RAM Directors"); and (b) One (1) person who shall be an "independent director" within the meaning of the NASDAQ rules and who shall be the designee of the Founders Group, which designee initially shall be Sean P. Lane, who shall be elected as a Class A Director (the "Founders Director," and together with RAM Directors, the "Director Designees"). Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents of any Stockholder, makes any representation or warranty as to the fitness or competence of any Director Designee to serve on the Board of Directors by virtue of such party's execution of this Agreement or by the act of such party in designating or voting for such Director Designee pursuant to this Agreement. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and Tremisis's governing documents except that each Stockholder agrees that he, she or it will not, as a stockholder, vote for the removal of any director who is a member of Group of which such Stockholder is not a member. If a director is removed or resigns from office, the remaining directors of the Group of which the vacating director is a member shall be entitled to appoint the successor. SECTION 1.02 Vote in Favor of Stock Option Plan. During the term of this Agreement, each Stockholder agrees to vote the Shares of Tremisis Common Stock he, she or it now owns, or hereafter acquires prior to the termination of this Agreement, in favor of the adoption of the Parent Plan (as defined in the Merger Agreement). SECTION 1.03 Obligations of Tremisis. Tremisis shall take all necessary and desirable actions within its control during the term of this Agreement to provide for the Tremisis Board of Directors to be comprised of four (4) members and to enable the election to the Board of Directors of the Director Designees. SECTION 1.04 Term of Agreement. The obligations of the Stockholders pursuant to this Agreement shall terminate immediately following the election or re-election of directors at the annual meeting of Tremisis that will be held in 2008. SECTION 1.05 Obligations as Director and/or Officer. Nothing in this Agreement shall be deemed to limit or restrict any director or officer of Tremisis from acting in his or her capacity as such director or officer or from exercising his or her fiduciary duties and responsibilities, it being agreed and understood that this Agreement shall apply to each Stockholder solely in his or her capacity as a stockholder of Tremisis and shall not apply to his or her actions, judgments or decisions as a director or officer of Tremisis if he or she is such a director or officer. SECTION 1.06 Transfer of Shares. If a member of the RAM Group desires to transfer his, her or its Shares to a permitted transferee pursuant to the Lock-Up Agreement dated October 20, 2005, executed by such member, or if a member of the Founders Group desires to transfer his or its shares to a permitted transferee pursuant to the Escrow Agreement dated as of May 12, 2004, it shall be a condition to such transfer that the transferee agree to be bound by the provisions of this Agreement. This Agreement shall in no way restrict the transfer on the public market of Shares that are not subject to the Lock-Up Agreement or the Escrow Agreement, and any such transfers on the public market of Shares not subject to the provisions of the Lock-Up Agreement or the Escrow Agreement, as applicable, shall be free and clear of the restrictions in this Agreement. ARTICLE II REPRESENTATIONS AND WARRANTIES; COVENANTS OF THE STOCKHOLDERS Each Stockholder hereby severally represents warrants and covenants as follows: SECTION 2.01 Authorization. Such Stockholder has full legal capacity and authority to enter into this Agreement and to carry out such Stockholder's obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder, and (assuming due authorization, execution and delivery by Tremisis and the other Stockholders) this Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. SECTION 2.02 No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any Legal Requirement applicable to such Stockholder or by which any property or asset of such Stockholder is bound or affected, or (ii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any encumbrance on any property or asset of such Stockholder, including, without limitation, the Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation. (b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Exchange Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the performance by such Stockholder of such Stockholder's obligations under this Agreement. SECTION 2.03 Title to Shares. Such Stockholder is the legal and beneficial owner of its Shares, or will be the legal beneficial owner of the Shares that such Stockholder will receive as a result of the Merger, free and clear of all liens and other encumbrances except certain restrictions upon the transfer of such Shares. ARTICLE III GENERAL PROVISIONS SECTION 3.01 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by overnight courier service, by telecopy, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 3.01): (a) If to Tremisis: Tremisis Energy Acquisition Corporation 1775 Broadway, Suite 604 New York, New York 10019 Attention: Lawrence S. Coben Telecopy No.: 212-253-4047 with a mandatory copy to Graubard Miller 405 Lexington Avenue New York, NY 10174-1901 Attention: David Alan Miller, Esq. Telecopy No.: 212-818-8881 (b) If to any Stockholder, to the address set forth opposite his, her or its name on Exhibit A. SECTION 3.02 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. SECTION 3.03 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. SECTION 3.04 Entire Agreement. This Second Amended and Restated Voting Agreement amends and replaces in its entirety the Amended and Restated Voting Agreement dated November 28, 2005 among the parties. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof. This Agreement may not be amended or modified except in an instrument in writing signed by, or on behalf of, the parties hereto. SECTION 3.05 Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. SECTION 3.06 Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware applicable to contracts executed in and to be performed in that State. SECTION 3.07 Disputes. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court in Delaware. SECTION 3.08 No Waiver. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. SECTION 3.09 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. SECTION 3.10 Waiver of Jury Trial. Each of the parties hereto irrevocably and unconditionally waives all right to trial by jury in any action, proceeding or counterclaim (whether based in contract, tort or otherwise) arising out of or relating to this Agreement or the Actions of the parties hereto in the negotiation, administration, performance and enforcement thereof. SECTION 3.11 Merger Agreement. All references to the Merger Agreement herein shall be to such agreement as may be amended by the parties thereto from time to time. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. TREMISIS ENERGY ACQUISITION CORPORATION By: /s/ Lawrence S. Coben Name: Lawrence S. Coben Title: Chairman and CEO STOCKHOLDERS: The Founders Group: /s/ Lawrence S. Coben Lawrence S. Coben /s/ Isaac Kier Isaac Kier The RAM Group: DANISH KNIGHTS, A LIMITED PARTNERSHIP a Texas limited partnership By: Dannebrog Corporation., a Texas corporation, General Partner By: /s/ Britani Talley Bowman Name: Britani Talley Bowman Title: President /s/ Larry E. Lee Larry E. Lee /s/ C. David Stinson C. David Stinson EXHIBIT A STOCKHOLDERS The Founders Group: Name and Address Number of Shares ---------------- ---------------- Lawrence S. Coben 1,008,334 1775 Broadway, Suite 604 New York, N.Y. 10019 Isaac Kier 183,334 1775 Broadway, Suite 604 New York, N.Y. 10019 The RAM Group: Name and Address ---------------- Danish Knights, A Limited Partnership c/o Britani Talley Bowman 3155 E. 86th Street Tulsa, OK 74137 Larry E. Lee 5100 E. Skelly Drive, Suite 650 Tulsa, OK 74135 C. David Stinson 211 North Robinson, 10th Floor Oklahoma City, OK 73102-7103 EX-99.3 4 ram13dex993-051606.txt EXHIBIT 99.3 STOCKHOLDERS' AGREEMENT THIS STOCKHOLDERS' AGREEMENT (this "Agreement") is made and entered into as of the 31st day of October, 2005, by and among LARRY E. LEE, an individual ("Lee"), DANISH KNIGHTS, A LIMITED PARTNERSHIP, a Texas limited partnership ("Danish Knights"), and C. DAVID STINSON, an individual ("Stinson"). W I T N E S S E T H: THAT WHEREAS, Lee, Danish Knights and Stinson (collectively, the "Stockholders" and individually a "Stockholder") are parties, along with Tremisis Energy Acquisition Corporation ("Tremisis"), RAM Energy Acquisition, Inc. ("Merger Sub"), and RAM Energy, Inc. ("RAM"), to that certain Agreement and Plan of Merger dated as of October 20, 2005 (the "Merger Agreement"); and WHEREAS, pursuant to the terms of the Merger Agreement, at the Effective Time provided for therein, Merger Sub is to be merged with and into RAM (the "Merger"), with RAM to be the surviving corporation and thereafter a wholly-owned subsidiary of Tremisis; and WHEREAS, as part of the Merger, the Stockholders will receive, in exchange for their stock in RAM, shares of the common stock, par value $.0001, of Tremisis ("Tremisis Common Stock"); and WHEREAS, the shares of Tremisis Common Stock received by the Stockholders in the Merger, together with any other or additional shares issued with respect thereto, or in exchange or substitution therefor, or as a dividend thereon, are hereinafter referred to as the "Merger Shares;" and WHEREAS, because the Stockholders will, after the Effective Time, collectively own a majority of the outstanding shares of Tremisis Common Stock, and in recognition of the potential adverse impact on the value of Tremisis Common Stock that might result from a sale by any of the Stockholders of all or a significant block of such Stockholders' Merger Shares, the Stockholders have agreed to place certain restrictions on the ability of any individual Stockholder to sell or otherwise deal with or dispose of any of such Stockholder's Merger Shares for a certain time following the Effective Date, subject only to the exceptions set out herein. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements set forth herein, the parties hereby agree as follows: 1. Restrictions on Sale or Disposition. During the period commencing at the Effective Time and continuing through December 31, 2008 (the "Restriction Period"), except with the prior written consent of a Super Majority in Interest of the Stockholders or as expressly permitted by the terms of this Agreement, no Stockholder shall sell, assign, distribute, gift, pledge, grant a security interest in or otherwise dispose of any Merger Shares, or contract to do any of the foregoing. As used herein, the term "Super Majority in Interest of the Stockholders" shall mean Stockholders who, in the aggregate, own 80% of the outstanding Merger Shares then owned by the Stockholders, including for this purpose the Stockholder desiring to take the subject action. 2. Restrictions on Exercise of Demand Registration Rights/S-3 Registration. During the Restriction Period, except with the prior written consent of a Super Majority in Interest of the Stockholders, no Stockholder shall, with respect to such Stockholder's Merger Shares, exercise either (i) the demand registration rights, or (ii) the right to request registration on Form S-3, as such rights are set out in the Registration Rights Agreement executed by and among the Stockholders and Tremisis in connection with the Merger (the "Registration Rights Agreement"). 3. Exceptions; Permitted Sales; Dispositions. Notwithstanding the general restriction set out in Section 1 above, but subject to the terms of the Lock-up Agreement executed by and among Tremisis, the Stockholders and certain other stockholders of Tremisis in connection with the Merger, the Stockholders shall be permitted to make the following described sales and other dispositions of Merger Shares and take the following described actions during the Restriction Period. 3.1 Rule 144 Sales. During the Restriction Period, each Stockholder shall be permitted to make such sales of Merger Shares owned by such Stockholder as from time to time may permitted by, and in accordance with, the provisions of Securities and Exchange Commission ("SEC") Rule 144 promulgated pursuant to the Securities Act of 1933, as amended, as such Rule may be amended from time to time during the Restriction Period. 3.2 "Piggy-Back" Registration Sales. During the Restriction Period, each Stockholder shall be permitted to make such sales of Merger Shares owned by such Stockholder as may, upon exercise of such Stockholder's "piggy-back" registration rights, as set out in the Registration Rights Agreement, be included in an underwritten public offering of Tremisis Common Stock. 3.3 Permitted Transfers. During the Restriction Period, each Stockholder shall be permitted to make gifts or other transfers of Merger Shares owned by such Stockholder (a "Permitted Transfer") to a Permitted Transferee. As used in this Agreement, a Permitted Transferee shall include: (i) members of such Stockholder's "Immediate Family;" (ii) an entity in which (A) the Stockholder and/or members of such Stockholder's Immediate Family beneficially own 100% of such entity's voting and non-voting equity securities, or (B) the Stockholder and/or a member of such Stockholder's Immediate Family is a general partner and in which such Stockholder and/or members of such Stockholder's Immediate Family beneficially own 100% of all capital accounts of such entity; (iii) a revocable trust established by the Stockholder during his lifetime for the benefit of such Stockholder or for the exclusive benefit of all or any of such Stockholder's Immediate Family; and (iv) a testamentary trust created by reason of the Stockholder's death for the exclusive benefit of any or all of such Stockholder's Immediate Family. As used in this Agreement, the term "Immediate Family" means, with respect to any Stockholder, a spouse, parents, lineal descendants, the spouse of any lineal descendant, and brothers and sisters (or a trust, all of whose current beneficiaries are members of an Immediate Family of the Stockholder). As a condition to and in connection with each and every such Permitted Transfer: (x) notice of such transfer with complete details thereof promptly shall be provided to the other Stockholders; (y) such transfer shall be made expressly subject to this Agreement; and (z) the transferring Stockholder (or the representative of any deceased Stockholder) and all of such Stockholder's Permitted Transferees shall agree that for notice and consent purposes hereunder, such Stockholder (or the representative of any deceased Stockholder) shall have full and complete authority to speak for and on behalf of such transferees, and that for purposes of this Agreement, the Merger Shares owned by such Stockholder and the Merger Shares owned by all of such Stockholder's Permitted Transferees shall be considered a single block of stock owned by a single owner for which such Stockholder (or the representative of any deceased Stockholder) shall have full authority and responsibility hereunder. 3.4 Permitted Financing Transactions. In the case of the death of any person, whether or not a Stockholder, that results in the inclusion of the value of all or any part of a Stockholder's Merger Shares in the taxable estate of such person for federal and/or state estate, inheritance, or generation skipping transfer tax purposes, or that results in the deemed transfer of such shares for federal and/or state inheritance or generation skipping transfer tax purposes, such Stockholder, or the representative, heirs or legatees of a deceased Stockholder, may pledge, mortgage, or hypothecate all or any part of such Stockholder's Merger Shares for the purpose of securing a loan in an amount not to exceed the federal and state estate, inheritance, generation skipping transfer, or similar transfer taxes resulting from such inclusion or transfer. In such event, such Stockholder, or the representative, heirs or legatees of a deceased Stockholder, shall, during the Restriction Period, use his, its or their best reasonable efforts to make all required principal and interest payments due on such loan and otherwise comply with the terms and conditions thereof so as to avoid a foreclosure sale of the Merger Shares. 3.5 Authorized Corporate Transactions; Agreement Regarding Dissenter's Rights. Nothing contained in this Agreement is intended to restrict or prohibit any Stockholder from voting in favor of or participating in any sale or merger of Tremisis duly approved and authorized by requisite vote of the Tremisis shareholders, including such Stockholder. If during the Restriction Period a sale or merger of Tremisis is duly authorized and approved by requisite vote of the Tremisis shareholders, any Stockholder voting against the approval of such sale or merger transaction agrees that such Stockholder will not, with respect to the Merger Shares then owned by such Stockholder, exercise dissenter's rights with respect to such transaction. 4. Death of a Stockholder. In the event of the death during the Restriction Period of any Stockholder who is a natural person, the heirs and devisees of such Stockholder to whom such Stockholder's Merger Shares shall pass shall be subject in all respects to the terms of this Agreement. Such heirs and devisees shall appoint one of their number to act in the capacity of the deceased Stockholder hereunder and shall notify the other Stockholders in writing of such appointment as soon as reasonably practicable. 5. Stock Legend. Promptly after consummation of the Merger, each Stockholder shall deliver to the Secretary of Tremisis all certificates evidencing Merger Shares owned or held in the name of such Stockholder and such certificates shall be legended by the Secretary of Tremisis as follows: "The shares represented by this Certificate are subject to the terms and conditions of that certain Stockholders' Agreement dated as of October 31, 2005 (the "Agreement"), a copy of which is on file with the Secretary of the corporation." 6. Notices. All communications required or permitted to be given under this Agreement shall be in writing and delivered, mailed or transmitted to the parties at the addresses set out below. Notices shall be deemed given when received except that notices given by facsimile transmission on weekends, holidays or after 5:00 p.m. Central Time, shall be deemed received on the next business day. If delivered by commercial delivery service or mailed by registered or certified mail, the delivery receipt shall be evidence of the date of receipt. Either party may, by written notice so delivered to the other, change the address to which delivery shall thereafter be made. (a) Notices to Lee: Mr. Larry E. Lee, President RAM Energy, Inc. Meridian Tower, Suite 650 5100 E. Skelly Drive Tulsa, OK 74135 Fax: (918) 663-9214 (b) Notices to Danish Knights: Ms. Britani Talley Bowman 8620 Berwick Drive Plano, TX 75025 Fax: (972) 712-5964 (c) Notices to Stinson: C. David Stinson McAfee & Taft A P.C. 10th Floor, Two Leadership Square Oklahoma City, OK 73102 Fax: (405) 235-0439 7. Miscellaneous. 7.1 Entire Agreement. This Agreement is the entire Agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and communications, either verbal or in writing, between the parties with respect to the subject matter hereof. 7.2 Amendment. This Agreement may not be amended, modified or changed except by written instrument signed by all of the parties. 7.3 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 7.4 Section Headings. All captions and headings are inserted for the convenience of the parties and shall not be used in any way to modify, limit or otherwise affect this Agreement. 7.5 Counterparts. This Agreement may be executed simultaneously or in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 7.6 Waiver. Any failure by a party to comply with any obligation, agreement or condition herein may be expressly waived in writing by each of the other parties, but such waiver or failure to insist upon strict compliance with such obligation, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. 7.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma applicable to contracts to be made and performed entirely therein. 7.8 Provisions Severable. If any term, provision or condition of this Agreement is determined by a court or other judicial or administrative tribunal to be illegal, void or otherwise ineffective or not in accordance with public policy, the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect. 7.9 Permitted Transferees. For purposes of this Agreement, references to a Stockholder shall be deemed to include such Stockholder's Permitted Transferees, except where the context clearly indicates to the contrary. 7.10 Further Assurances. The parties shall from time to time execute and deliver such further instruments or take such further action as any party may reasonably request in order to effectuate the intent of this Agreement. EXECUTED as of the date first written above. /s/ Larry E. Lee Larry E. Lee DANISH KNIGHTS, A LIMITED PARTNERSHIP, a Texas limited partnership By: Dannebrog Corporation, General Partner By /s/ Britani Talley Bowman Britani Talley Bowman, President /s/ C. David Stinson C. David Stinson EX-99.4 5 ram13dex994-051606.txt EXHIBIT 99.4 CUSIP No. 75130P 10 9 JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each will be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein, but will not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: May 16, 2006 /s/ Britani Talley Bowman Britani Talley Bowman DANISH KNIGHTS, A LIMITED PARTNERSHIP By: Dannebrog Corporation, its general partner By: /s/ Britani Talley Bowman Britani Talley Bowman, President DANNEBROG CORPORATION By: /s/ Britani Talley Bowman Britani Talley Bowman, President -----END PRIVACY-ENHANCED MESSAGE-----