0001193125-11-355790.txt : 20111230 0001193125-11-355790.hdr.sgml : 20111230 20111229175900 ACCESSION NUMBER: 0001193125-11-355790 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20111230 DATE AS OF CHANGE: 20111229 GROUP MEMBERS: BRITANI TALLEY BOWMAN GROUP MEMBERS: DANISH KNIGHTS, A LIMITED PARTNERSHIP GROUP MEMBERS: DANNEBROG CORP GROUP MEMBERS: GERALD R. MARSHALL GROUP MEMBERS: JEFFERIES GROUP, INC. GROUP MEMBERS: JEFFERIES HIGH YIELD HOLDINGS, LLC GROUP MEMBERS: JEFFERIES HIGH YIELD TRADING, LLC GROUP MEMBERS: JOHN M. REARDON GROUP MEMBERS: LARRY E. LEE GROUP MEMBERS: LARRY E. LEE REVOCABLE TRUST GROUP MEMBERS: LAWRENCE S. COBEN GROUP MEMBERS: LEE 2006 FAMILY TRUST GROUP MEMBERS: REARDON TRUST GROUP MEMBERS: SEAN P. LANE 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: 111287507 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: JEFFERIES & COMPANY, INC. CENTRAL INDEX KEY: 0001265287 IRS NUMBER: 952622900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 520 MADISON AVE. 12TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122842316 MAIL ADDRESS: STREET 1: 520 MADISON AVE. 12TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: JEFFERIES & CO INC DATE OF NAME CHANGE: 20030930 SC 13D 1 d276110dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

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, par value $0.0001 per share

(Title of Class of Securities)

75130P109000

(CUSIP Number)

Roland T. Kelly

11100 Santa Monica Boulevard, 12th Floor

Los Angeles, CA 90025

(310) 914-1373

Larry E. Lee

5100 E. Skelly Dr., Suite 650

Tulsa, OK 74135

(918) 663-2800

Britani Talley Bowman

3155 E. 86th St.

Tulsa, OK 74137

(918) 298-2113

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 21, 2011

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.

 

1 

This Schedule 13D acts as an amendment to prior filings for several of the stockholders set forth herein as noted in Item 2. 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 (the “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).

 

 

 


CUSIP No: 75130P109000   13D

 

  (1)   

Names of reporting persons

 

Jefferies & Company, Inc.

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 95-2622900

  (2)  

Check the appropriate box if a member of a group

 

(a)  x

(b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Source of funds

 

OO

  (5)  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

DELAWARE    

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

-0-    

     (8)   

Shared voting power

 

39,798,759    

     (9)   

Sole dispositive power

 

-0-    

   (10)   

Shared dispositive power

 

17,198,366

(11)

 

Aggregate amount beneficially owned by each reporting person

 

39,798,759    

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares     

 

¨

(13)

 

Percent of class represented by amount in Row 11

 

50.5%    

(14)

 

Type of reporting person

 

CO, BD    


CUSIP No: 75130P109000   13D  

 

  (1)   

Names of reporting persons

 

Jefferies Group, Inc.

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 95-4719745

  (2)  

Check the appropriate box if a member of a group

 

(a)  x        

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Source of funds

 

OO    

  (5)  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨    

  (6)  

Citizenship or place of organization

 

DELAWARE    

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

-0-    

     (8)   

Shared voting power

 

39,798,759    

     (9)   

Sole dispositive power

 

-0-    

   (10)   

Shared dispositive power

 

17,198,366    

(11)

 

Aggregate amount beneficially owned by each reporting person

 

39,798,759    

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨    

(13)

 

Percent of class represented by amount in Row 11

 

50.5%    

(14)

 

Type of reporting person

 

CO, HC    

 


CUSIP No: 75130P109000   13D

 

  (1)   

Names of reporting persons

 

Jefferies High Yield Holdings, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 95-4736081

  (2)  

Check the appropriate box if a member of a group

 

(a)  x        

 

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Source of funds

 

OO    

  (5)  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

DELAWARE    

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

-0-    

     (8)   

Shared voting power

 

39,798,759    

     (9)   

Sole dispositive power

 

-0-    

   (10)   

Shared dispositive power

 

14,954,053    

(11)

 

Aggregate amount beneficially owned by each reporting person

 

39,798,759    

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨     

(13)

 

Percent of class represented by amount in Row 11

 

50.5%    

(14)

 

Type of reporting person

 

OO, HC    


CUSIP No: 75130P109000   13D

 

  (1)   

Names of reporting persons

 

Jefferies High Yield Trading, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 95-4736081

  (2)  

Check the appropriate box if a member of a group

 

(a)  x        

 

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Source of funds

 

OO    

  (5)  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨    

  (6)  

Citizenship or place of organization

 

DELAWARE    

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

-0-    

     (8)   

Shared voting power

 

39,798,759    

     (9)   

Sole dispositive power

 

-0-    

   (10)   

Shared dispositive power

 

14,954,053    

(11)

 

Aggregate amount beneficially owned by each reporting person

 

39,798,759    

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨    

(13)

 

Percent of class represented by amount in Row 11

 

50.5%    

(14)

 

Type of reporting person

 

OO, BD    


CUSIP No: 75130P109000   13D

 

  (1)   

Names of reporting persons

 

Britani Talley Bowman

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

  (2)  

Check the appropriate box if a member of a group

 

(a)  x

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Source of funds

 

OO

  (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

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

9,500,000

     (8)   

Shared voting power

 

30,298,759

     (9)   

Sole dispositive power

 

9,500,000

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

39,798,759

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨

(13)

 

Percent of class represented by amount in Row 11

 

50.5%

(14)

 

Type of reporting person

 

IN


CUSIP No:    75130P109000   13D  

 

  (1)   

Names of reporting persons

 

Dannebrog Corporation

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 74-3004164

  (2)  

Check the appropriate box if a member of a group

 

(a)  x     

(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

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

9,500,000

     (8)   

Shared voting power

 

30,298,759

     (9)   

Sole dispositive power

 

9,500,000

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

39,798,759

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares

 

    ¨

(13)

 

Percent of class represented by amount in Row 11

 

50.5%

(14)

 

Type of reporting person

 

CO


CUSIP No:    75130P109000   13D

 

  (1)   

Names of reporting persons

 

Danish Knights, A Limited Partnership

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 74-3007501

  (2)  

Check the appropriate box if a member of a group

 

(a)  x

 

(b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Source of funds

 

  (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

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

9,500,000

     (8)   

Shared voting power

 

30,298,759

     (9)   

Sole dispositive power

 

9,500,000

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

39,798,759

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨

(13)

 

Percent of class represented by amount in Row 11

 

50.5%

(14)

 

Type of reporting person

 

PN


CUSIP No:    75130P109000   13D

 

  (1)   

Names of reporting persons

 

Larry E. Lee

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

  (2)  

Check the appropriate box if a member of a group

 

(a)  x

 

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Source of funds

 

PF, SC, OO

  (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

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

317,013

     (8)   

Shared voting power

 

39,481,746

     (9)   

Sole dispositive power

 

317,013

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

39,798,759

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨

(13)

 

Percent of class represented by amount in Row 11

 

50.5%

(14)

 

Type of reporting person

 

IN


CUSIP No: 75130P109000   13D  

 

  (1)   

Names of reporting persons

 

Larry E. Lee Revocable Trust

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

  (2)  

Check the appropriate box if a member of a group

 

(a)  x

 

(b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Source of funds

 

OO

  (5)  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

OKLAHOMA

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

9,672,691

     (8)   

Shared voting power

 

30,126,068

     (9)   

Sole dispositive power

 

9,672,691

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

39,798,759

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨

(13)

 

Percent of class represented by amount in Row 11

 

50.5%

(14)

 

Type of reporting person

 

OO


CUSIP No: 75130P109000   13D  

 

  (1)   

Names of reporting persons

 

Lee 2006 Family Trust

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

  (2)  

Check the appropriate box if a member of a group

 

(a)  x

 

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Source of funds

 

OO

  (5)  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

OKLAHOMA

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

1,278,347

     (8)   

Shared voting power

 

38,520,412

     (9)   

Sole dispositive power

 

1,278,347

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

39,798,759

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨

(13)

 

Percent of class represented by amount in Row 11

 

50.5%

(14)

 

Type of reporting person

 

OO


CUSIP No: 75130P109000   13D  

 

  (1)   

Names of reporting persons

 

Lawrence S. Coben

  (2)  

Check the appropriate box if a member of a group

 

(a)  x

 

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Source of funds

 

n/a

  (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 OF AMERICA

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

1,346,245

     (8)   

Shared voting power

 

38,495,514

     (9)   

Sole dispositive power

 

1,346,245

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

39,841,759

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨

(13)

 

Percent of class represented by amount in Row 11

 

50.6%

(14)

 

Type of reporting person

 

IN


CUSIP No: 75130P109000   13D  

 

  (1)   

Names of reporting persons

 

John M. Reardon

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

  (2)  

Check the appropriate box if a member of a group

 

(a)  x

 

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Source of funds

 

PF,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

 

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

145,888

     (8)   

Shared voting power

 

39,652,871

     (9)   

Sole dispositive power

 

145,888

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

39,798,759

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨

(13)

 

Percent of class represented by amount in Row 11

 

50.5%

(14)

 

Type of reporting person

 

IN


CUSIP No: 75130P109000   13D  

 

  (1)   

Names of reporting persons

 

The Reardon Trust dated 12/10/2001

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

  (2)  

Check the appropriate box if a member of a group

 

(a)  x

 

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Source of funds

 

n/a

  (5)  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

CALIFORNIA

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

122,946

     (8)   

Shared voting power

 

39,675,813

     (9)   

Sole dispositive power

 

122,946

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

39,798,759

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨

(13)

 

Percent of class represented by amount in Row 11

 

50.5%

(14)

 

Type of reporting person

 

OO


CUSIP No: 75130P109000   13D  

 

  (1)   

Names of reporting persons

 

Sean P. Lane

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

  (2)  

Check the appropriate box if a member of a group

 

(a)  x

 

(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

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

161,388

     (8)   

Shared voting power

 

39,637,371

     (9)   

Sole dispositive power

 

161,388

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

39,798,759

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨

(13)

 

Percent of class represented by amount in Row 11

 

50.5%

(14)

 

Type of reporting person

 

IN


CUSIP No: 75130P109000   13D  

 

  (1)   

Names of reporting persons

 

Gerald R. Marshall

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

  (2)  

Check the appropriate box if a member of a group

 

(a)  x

 

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Source of funds

 

PF, 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

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

160,888

     (8)   

Shared voting power

 

39,707,871

     (9)   

Sole dispositive power

 

160,888

   (10)   

Shared dispositive power

 

-0-

(11)

 

Aggregate amount beneficially owned by each reporting person

 

39,868,759

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨

(13)

 

Percent of class represented by amount in Row 11

 

50.6%

(14)

 

Type of reporting person

 

IN


Item 1. Security and Issuer.

This Schedule 13D (the “Schedule 13D”) relates to the common stock of RAM Energy Resources, Inc. (the “Issuer”), par value $0.0001 per share (the “Issuer common stock”), and is being filed on behalf of the filers executing this Schedule 13D. The address of the principal executive offices of the Issuer is 5100 East Skelly Drive, Suite 650, Tulsa, Oklahoma 74135.

Items 2 and 3.

Jefferies & Company, Inc.

Item 2. Identity and Background.

This Amendment No. 5 to Schedule 13D is filed by (i) Jefferies & Company, Inc. (“Jefferies”), (ii) Jefferies Group, Inc. (“Jefferies Group”), (iii) Jefferies High Yield Trading, LLC (“Trading”) and (iv) Jefferies High Yield Holdings, LLC (“Holdings”) (the persons mentioned in (i), (ii) (iii) and (iv) are referred to as the “Jefferies Reporting Persons”). There is no change to the Item 2 information previously filed by the Jefferies Reporting Persons.

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.

Danish Knights, A Limited Partnership.

Item 2. Identity and Background.

This Amendment No. 2 to 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 1.5% of which is owned by Dannebrog Corporation (“Dannebrog”), the general partner of Danish Knights. Ms. Bowman, Danish Knights and Dannebrog are referred to collectively herein as the “Bowman Reporting Persons”. There is no change to the Item 2 information previously filed by the Bowman Reporting Persons.

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.

Larry E. Lee.

Item 2. Identity and Background.

This Amendment No. 2 to Schedule 13D is filed by Mr. Lee, and there is no change to the Item 2 information previously filed by Mr. Lee.

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.

Larry E. Lee Revocable Trust.

Item 2. Identity and Background.

 

  (a) Name: Larry E. Lee Revocable Trust


  (b) Principal business address: Meridian Tower, Suite 650, 5100 E. Skelly Drive, Tulsa, OK 74135

 

  (c) Occupation: Manage trust assets at the principal business address.

 

  (d) Criminal Convictions: Not applicable.

 

  (e) Civil Proceedings: Not applicable.

 

  (f) Citizenship: United States of America

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.

Lee 2006 Family Trust.

Item 2. Identity and Background.

 

  (a) Name: Lee 2006 Family Trust

 

  (b) Principal business address: 6322 Carrington Drive, Dallas TX 75254

 

  (c) Occupation: Manage trust assets at the principal business address.

 

  (d) Criminal Convictions: Not applicable.

 

  (e) Civil Proceedings: Not applicable.

 

  (f) Citizenship: United States of America

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.

Lawrence S. Coben.

Item 2. Identity and Background.

 

  (a) Name: Lawrence S. Coben

 

  (b)

Principal business address: 40 West 22nd Street #11, New York, NY 10010

 

  (c) Occupation: Executive

 

  (d) Criminal Convictions: Not applicable.

 

  (e) Civil Proceedings: Not applicable.

 

  (f) Citizenship: United States of America

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.3


John M. Reardon.

Item 2. Identity and Background.

 

  (a) Name: John M. Reardon

 

  (b) Principal business address: 26217 Chiswick Court, Valencia CA 91355

 

  (c) Occupation: Investments; retired

 

  (d) Criminal Convictions: Not applicable.

 

  (e) Civil Proceedings: Not applicable.

 

  (f) Citizenship: United States of America

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.

The Reardon Trust Dated 12/10/2001.

Item 2. Identity and Background.

 

  (a) Name: The Reardon Trust Dated 12/10/2001.

 

  (b) Principal business address: 26217 Chiswick Court, Valencia CA 91355

 

  (c) Occupation: Manage trust assets at the principal business address.

 

  (d) Criminal Convictions: Not applicable.

 

  (e) Civil Proceedings: Not applicable.

 

  (f) Citizenship: United States of America

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.

Sean P. Lane.

Item 2. Identity and Background.

 

  (a) Name: Sean P. Lane

 

  (b) Principal business address: 6 Mead Point Drive, Greenwich, CT 06830

 

  (c) Occupation: Executive

 

  (d) Criminal Convictions: Not applicable.

 

  (e) Civil Proceedings: Not applicable.

 

  (f) Citizenship: United States of America

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.


Gerald R. Marshall.

Item 2. Identity and Background.

 

  (a) Name: Gerald R. Marshall

 

  (b) Principal business address: 1701 Randel Road, Nichols Hill, OK 73116

 

  (c) Occupation: Consultant to Financial Service Firms

 

  (d) Criminal Convictions: Not applicable.

 

  (e) Civil Proceedings: Not applicable.

 

  (f) Citizenship: United States of America

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.

Item 4. Purpose of Transaction.

On December 21, 2011, the Issuer entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Halcon Resources, LLC, a Delaware limited liability company (“Halcon”). Pursuant to the Purchase Agreement, (i) Halcon will purchase and the Issuer will sell 220,000,000 shares of the Issuer’s common stock (the “Shares”) for a purchase price of $275,000,000, or $1.25 per share, and (ii) Halcon will purchase at face value and the Issuer will issue a senior convertible promissory note in the principal amount of $275,000,000 (the “Note”), together with five year warrants to purchase 110,000,000 shares of the Issuer’s common stock at an exercise price of $1.50 per share (the “Warrants”). The purchase and sale of the Shares, the Note and the Warrants is referred to herein as the “Securities Purchase”.

The Board of Directors of the Issuer and the members of Halcon have approved the Purchase Agreement and the Securities Purchase. The stockholders filing this Schedule 13D, which hold a majority of the Issuer’s outstanding shares of common stock, have executed a stockholders agreement (the “Stockholders Agreement”) pursuant to which such stockholders agreed to execute and deliver within 20 business days following the execution of the Purchase Agreement, or January 20, 2012, a written consent (the “Stockholder Approval”) approving (i) the issuance of the Shares, the Note and the Warrants pursuant to the terms of the Purchase Agreement; (ii) the amendment of the Issuer’s certificate of incorporation to (A) increase the Issuer’s authorized shares of common stock from 100,000,000 shares to 1,010,000,000 shares; (B) effect a 1-for-3 reverse stock split of the Issuer’s common stock upon satisfaction of the notice requirements of the NASDAQ Stock Market following the closing; and (C) change the name of the Issuer to Halcon Resources Corporation; and (iii) the amendment of the Issuer’s 2006 Long-Term Incentive Plan to increase the number of shares that may be issued under the plan from 7.4 million to 11.1 million shares.

As a condition to closing, the Issuer’s current officers and directors will resign effective as of the closing, although certain Issuer officers may be retained by Halcon for an indefinite period. A new Board of Directors will be immediately appointed by Halcon. Completion of the Securities Purchase is also subject to other customary closing conditions.

Following closing, Halcon has agreed, expressly for the benefit of the Issuer’s stockholders other than Halcon that, for the two year period following the closing date, Halcon will not vote its shares in favor any transactions that would result in the Issuer “going private” such as a “cash-out” or “freeze-out merger,” a more than 1-for-100 reverse stock split or any other transaction that would constitute a transaction regulated by Rule 13e-3 of the Securities Exchange Act of 1934.


The Purchase Agreement contains customary termination rights for both the Issuer and Halcon, including the right of the Issuer or Halcon to terminate the Purchase Agreement in the event that the Issuer accepts a Superior Proposal (as defined in the Purchase Agreement) prior to the date that the stockholders execute and deliver the Stockholder Approval. The Stockholders Agreement will terminate upon termination of the Purchase Agreement.

The Shares, the Note and the Warrants will be issued and sold in a private placement exempt from the registration requirements of the Securities Act of 1933 under Section 4(2) of the Securities Act of 1933. At closing, the Issuer will enter into a registration rights agreement with Halcon which will give Halcon the right to require the Issuer, on up to three occasions, to register for public sale the Shares acquired at the closing and any shares of common stock acquired upon the exercise of the Warrants and conversion of the Note. The registration rights agreement will also provide Halcon with piggyback registration rights with respect to registrations of the offer and sale of any shares of the Issuer’s common stock the Issuer may effect for its own account or for the benefit of other selling stockholders.

Item 5. Interest in Securities of the Issuer.

Jefferies & Company, Inc.

 

  (a) Amount and Percentage of Class Beneficially Owned:

Jefferies has a service agreement with Trading, pursuant to which Trading has granted to Jefferies the power to vote or direct the vote, and to dispose or to direct the disposition of, the shares of Common Stock reported herein and held for the account of Trading, and, accordingly, Jefferies may be deemed to beneficially own the shares of Common Stock reported herein which are held for the account of Trading. Holdings is the sole owner of Trading, and, in such capacity, may be deemed to beneficially own the shares of Common Stock reported herein which are held for the account of Trading. Jefferies Group is the sole owner of Jefferies and a member of Holdings, and, in such capacities, may be deemed to beneficially own the shares of Common Stock reported herein which are held for the accounts of Jefferies and Holdings.

The filing of this amendment shall not be construed as an admission that Jefferies, Trading, Holdings, or Jefferies Group is, for purposes of Section 13 of the Act, the beneficial owner of any shares not held directly for the account of each such Jefferies Reporting Person covered by this Schedule 13D.

Brian P. Friedman who beneficially owns shares of Issuer common stock may be considered an affiliate of the Jefferies Reporting Persons for purposes of Section 13 of the Act and the Jefferies Reporting Persons may be deemed to beneficially own the shares of Issuer common stock beneficially owned by Mr. Friedman. Mr. Friedman and each of the Jefferies Reporting Persons may coordinate their decisions or actions relating to the holding, voting and/or disposition of the shares of Issuer common stock beneficially owned by each such person. Each of the Jefferies Reporting Persons expressly disclaims (a) beneficial ownership of the shares of Issuer common stock beneficially owned by Mr. Friedman and (b) that the Jefferies Reporting Persons and Mr. Friedman constitute a “group” or “person” for purposes of Section 13 of the Act.

Amount Beneficially Owned:

As of the date hereof:

 

1. Jefferies may be deemed to be the beneficial owner of 39,798,759 shares of Issuer common stock. This number consists of 2,244,313 shares of Issuer common stock held for its own account, 14,954,053 shares of Issuer common stock held for the account of Trading and 22,600,393 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement.

 

2. Jefferies Group may be deemed to be the beneficial owner of 39,798,759 shares of Issuer common stock. This number consists of 2,244,313 shares of Issuer common stock held for the account of Jefferies, 14,954,053 shares of Issuer common stock held for the account of Trading and 22,600,393 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement.


3. Trading may be deemed to be the beneficial owner of 39,798,759 shares of Issuer common stock. This number consists of 14,954,053 shares of Issuer common stock held for its own account and 24,844,706 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement .

 

4. Holdings may be deemed to be the beneficial owner of 14,954,053 shares of Issuer common stock. This number consists of 14,954,053 shares of Issuer common stock held for the account of Trading and 24,844,706 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement.

Percentage of Class:

The calculations set forth herein are based on 78,768,405 shares of Issuer common stock outstanding. This number was reported as outstanding on December 21, 2011 by the Issuer.

 

1. Jefferies may be deemed to be the beneficial owner of approximately 50.5% of the total number of shares of Issuer common stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act.

 

2. Jefferies Group may be deemed to be the beneficial owner of approximately 50.5% of the total number of shares of Issuer common stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act.

 

3. Trading may be deemed to be the beneficial owner of approximately 50.5% of the total number of shares of Issuer common stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act.

 

4. Holdings may be deemed to be the beneficial owner of approximately 50.5% of the total number of shares of Issuer common stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act.

 

  (b) Number of shares as to which such person has:

 

1. Jefferies

 

  Sole power to vote or to direct the vote: -0-
  Shared power to vote or to direct the vote: 39,798,759
  Sole power to dispose or to direct the disposition of: -0-
  Shared power to dispose or to direct the disposition of: 17,198,366

 

2. Jefferies Group

 

  Sole power to vote or to direct the vote: 0
  Shared power to vote or to direct the vote: 39,798,759
  Sole power to dispose or to direct the disposition of: 0
  Shared power to dispose or to direct the disposition of: 17,198,366

 

3. Trading

 

  Sole power to vote or to direct the vote: -0-
  Shared power to vote or to direct the vote: 39,798,759
  Sole power to dispose or to direct the disposition of: -0-
  Shared power to dispose or to direct the disposition of: 14,954,053

 

4. Holdings

 

  Sole power to vote or to direct the vote: 0
  Shared power to vote or to direct the vote: 39,798,759
  Sole power to dispose or to direct the disposition of: 0
  Shared power to dispose or to direct the disposition of: 14,954,053

 

  (c) Not applicable.


  (d) Not applicable.

 

  (e) Not applicable.

Danish Knights, A Limited Partnership

 

  (a) The Bowman Reporting Persons beneficially own an aggregate of 39,798,759 shares of Issuer common stock or approximately 50.5% of the Issuer common stock outstanding as reported by the Issuer on December 21, 2011. This number consists of 9,500,000 shares of Issuer common stock held for its own account and 30,298,759 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement.

 

  (b) The Bowman Reporting Persons have sole voting and dispositive power with respect to 9,500,000 shares of Issuer common stock and has shared voting power with respect to 30,298,759 shares of Issuer common stock. The 9,500,000 of shares of Issuer 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 Issuer common stock under Section 13 of the Securities Exchange Act of 1934. Both Dannebrog and Ms. Bowman disclaim any such beneficial ownership.

 

  (c) Not applicable.

 

  (d) Not applicable.

 

  (e) Not applicable.

Larry E. Lee

 

  (a) Larry E. Lee beneficially owns an aggregate of 39,798,759 shares of Issuer common stock or approximately 50.5% of the Issuer common stock outstanding as reported by the Issuer on December 21, 2011. This number consists of 317,013 shares of Issuer common stock held for his own account and 39,481,746 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement.

 

  (b) Larry E. Lee has sole voting and dispositive power with respect to 317,013 shares of Issuer common stock and has shared voting power with respect to 39,481,746 shares of Issuer common stock.

 

  (c) Mr. Lee sold 7,987 shares of Issuer common stock to Issuer on December 15, 2011 in payment of withholding taxes.

 

  (d) Not applicable.

 

  (e) Not applicable.


Larry E. Lee Revocable Trust

 

  (a) Larry E. Lee Revocable Trust beneficially owns an aggregate of 39,798,759 shares of Issuer common stock or approximately 50.5% of the Issuer common stock outstanding as reported by the Issuer on December 21, 2011. This number consists of 9,672,691 shares of Issuer common stock held for its own account and 30,126,068 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement.

 

  (b) Larry E. Lee Revocable Trust has sole voting and dispositive power with respect to 9,672,691 shares of Issuer common stock and has shared voting power with respect to 30,126,068 shares of Issuer common stock.

 

  (c) Not applicable.

 

  (d) Not applicable.

 

  (e) Not applicable.

Lee 2006 Family Trust

 

  (a) Lee 2006 Family Trust beneficially owns an aggregate of 39,798,759 shares of Issuer common stock or approximately 50.5% of the Issuer common stock outstanding as reported by the Issuer on December 21, 2011. This number consists of 1,278,347 shares of Issuer common stock held for its own account and 38,520,412 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement.

 

  (b) Lee 2006 Family Trust has sole voting and dispositive power with respect to 1,278,347 shares of Issuer common stock and has shared voting power with respect to 38,520,412 shares of Issuer common stock.

 

  (c) Not applicable.

 

  (d) Not applicable.

 

  (e) Not applicable.

Lawrence S. Coben

 

  (a) Lawrence S. Coben beneficially owns an aggregate of 39,841,759 shares of Issuer common stock or approximately 50.6% of the Issuer common stock outstanding as reported by the Issuer on December 21, 2011. This number consists of 1,346,245 shares of Issuer common stock held for his own account and 38,495,514 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement.

 

  (b) Lawrence S. Coben has sole voting and dispositive power with respect to 1,346,245 shares of Issuer common stock and has shared voting power with respect to 38,495,514 shares of Issuer common stock.

 

  (c) Not applicable.

 

  (d) Not applicable.

 

  (e) Not applicable.

John M. Reardon

 

  (a) John M. Reardon beneficially owns an aggregate of 39,798,759 shares of Issuer common stock or approximately 50.5% of the Issuer common stock outstanding as reported by the Issuer on December 21, 2011. This number consists of 145,888 shares of Issuer common stock held for his own account and 39,652,871 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement.


  (b) John M. Reardon has sole voting and dispositive power with respect to 145,888 shares of Issuer common stock and has shared voting power with respect to 39,652,871 shares of Issuer common stock.

 

  (c) Not applicable.

 

  (d) Not applicable.

 

  (e) Not applicable.

The Reardon Trust Dated 12/10/2001

 

  (a) The Reardon Trust dated 12/10/2001 beneficially owns an aggregate of 39,798,759 shares of Issuer common stock or approximately 50.5% of the Issuer common stock outstanding as reported by the Issuer on December 21, 2011. This number consists of 122,946 shares of Issuer common stock held for its own account and 39,675,813 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement.

 

  (b) The Reardon Trust dated 12/10/2001 has sole voting and dispositive power with respect to 122,946 shares of Issuer common stock and has shared voting power with respect to 39,675,813 shares of Issuer common stock.

 

  (c) Not applicable.

 

  (d) Not applicable.

 

  (e) Not applicable.

Sean P. Lane

 

  (a) Sean P. Lane beneficially owns an aggregate of 39,798,759 shares of Issuer common stock or approximately 50.5% of the Issuer common stock outstanding as reported by the Issuer on December 21, 2011. This number consists of 161,388 shares of Issuer common stock held for his own account and 39,637,371 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement.

 

  (b) Sean P. Lane has sole voting and dispositive power with respect to 161,388 shares of Issuer common stock and has shared voting power with respect to 39,637,371 shares of Issuer common stock.

 

  (c) Not applicable.

 

  (d) Not applicable.

 

  (e) Not applicable.


Gerald R. Marshall

 

  (a) Gerald R. Marshall beneficially owns an aggregate of 39,868,759 shares of Issuer common stock or approximately 50.6% of the Issuer common stock outstanding as reported by the Issuer on December 21, 2011. This number consists of 160,888 shares of Issuer common stock held for his own account and 39,707,871 additional shares of Issuer common stock resulting from the voting agreement set forth in the Stockholders Agreement.

 

  (b) Gerald R. Marshall has sole voting and dispositive power with respect to 160,888 shares of Issuer common stock and has shared voting power with respect to 39,707,871 shares of Issuer common stock.

 

  (c) Not applicable.

 

  (d) Not applicable.

 

  (e) Not applicable.

Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.

See the description of the Stockholders Agreement in Item 4 above. The stockholders executing this Schedule 13D have also executed a Joint Filing Agreement attached as Exhibit 10.1 to this Schedule 13D.

Item 7. Materials to be Filed as Exhibits.

 

Exhibit No.

  

Description

10.1    Joint Filing Agreement, dated as of December 21, 2011, by and among the reporting stockholders.
10.2    Securities Purchase Agreement, dated as of December 21, 2011, by and between RAM Energy Resources, Inc. and Halcon Resources, LLC., incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 22, 2011.
10.3    Stockholders Agreement, dated as of December 21, 2011, by and among the Issuer, Halcon Resources, LLC and the reporting stockholders.

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.

December 28, 2011

Jefferies & Company, Inc.

By /s/ Roland T. Kelly                                     

Name: Roland T. Kelly

Title: Associate General Counsel and Managing Director

Jefferies Group, Inc.

By /s/ Roland T. Kelly                                     

Name: Roland T. Kelly

Title: Assistant Secretary


Jefferies High Yield Trading, LLC

By /s/ Paul J. Loomis                                     

Name: Paul J. Loomis

Title: Managing Director/Authorized Signatory

Jefferies High Yield Trading, LLC

By /s/ Paul J. Loomis                                     

Name: Paul J. Loomis

Title: Managing Director

        /s/ Larry E. Lee                                               

Larry E. Lee

Larry E. Lee Revocable Trust.

By /s/ Larry E. Lee                                         

        Larry E. Lee, Trustee

Lee 2006 Family Trust

By /s/ M. Keith McKinney                             

        M. Keith McKinney, Trustee

Danish Knights, A Limited Partnership

By: Dannebrog Corporation, General Partner

By /s/ Britani Talley Bowman                        

        Britani Talley Bowman, President

Dannebrog Corporation

By /s/ Britani Talley Bowman                         

        Britani Talley Bowman, President

        /s/ Britani Talley Bowman                              

Britani Talley Bowman

        /s/ Lawrence S. Coben                                    

Lawrence S. Coben

        /s/ John M. Reardon                                        

John M. Reardon


The Reardon Trust Dated 12/10/2001

By /s/ John M. Reardon                                              

        John M. Reardon, Trustee

        /s/ Sean P. Lane                                                         

Sean P. Lane

        /s/ Gerald R. Marshall                                                 

Gerald R. Marshall

EXHBIT INDEX

 

Exhibit No.

  

Description

10.1*    Joint Filing Agreement, dated as of December 21, 2011, by and among the reporting stockholders.
10.2    Securities Purchase Agreement, dated as of December 21, 2011, by and between RAM Energy Resources, Inc. and Halcon Resources, LLC, incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 22, 2011.
10.3*    Stockholders Agreement, dated as of December 21, 2011, by and among the Issuer, Halcon Resources, LLC and the reporting stockholders.

 

* Filed herewith.
EX-10.1 2 d276110dex101.htm JOINT FILING AGREEMENT, DATED AS OF DECEMBER 21, 2011 Joint Filing Agreement, dated as of December 21, 2011

Exhibit 10.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value $.0001 per share, of RAM Energy Resources, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has a reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 21st day of Dcember, 2011.

Jefferies & Company, Inc.

By     /s/ Roland T. Kelly                                                     

Name: Roland T. Kelly

Title: Associate General Counsel and Managing Director

Jefferies Group, Inc.

By     /s/ Roland T. Kelly                                                     

Name: Roland T. Kelly

Title: Assistant Secretary

Jefferies High Yield Trading, LLC

By     /s/ Paul J. Loomis                                                     

Name: Paul J. Loomis

Title: Managing Director/Authorized Signatory

Jefferies High Yield Trading, LLC

By     /s/ Paul J. Loomis                                                     

Name: Paul J. Loomis

Title: Managing Director

    /s/ Larry E. Lee                                                     

Larry E. Lee

Larry E. Lee Revocable Trust.

By     /s/ Larry E. Lee                                                     

                     Larry E. Lee, Trustee


Lee 2006 Family Trust

By     /s/ M. Keith McKinney                                                     

                     M. Keith McKinney, Trustee

Danish Knights, A Limited Partnership

By: Dannebrog Corporation, General Partner

By     /s/ Britani Talley Bowman                                             

                     Britani Talley Bowman, President

Dannebrog Corporation

By     /s/ Britani Talley Bowman                                             

                     Britani Talley Bowman, President

    /s/ Britani Talley Bowman                                                     

Britani Talley Bowman

    /s/ Lawrence S. Coben                                                     

Lawrence S. Coben

    /s/ John M. Reardon                                                     

John M. Reardon

The Reardon Trust Dated 12/10/2001

By     /s/ John M. Reardon                                                     

                     John M. Reardon, Trustee

    /s/ Sean P. Lane                                                     

Sean P. Lane

    /s/ Gerald R. Marshall                                                     

Gerald R. Marshall

EX-10.3 3 d276110dex103.htm STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER 21, 2011 Stockholders Agreement, dated as of December 21, 2011

Exhibit 10.3

STOCKHOLDERS AGREEMENT

This Stockholders Agreement (the “Agreement”) is made and entered into this 21st day of December, 2011, by and among RAM ENERGY RESOURCES, INC., a Delaware corporation (the “Company”), HALCON RESOURCES, LLC, a Delaware limited liability company (“Halcon”), and the undersigned stockholders of the Company (the “Stockholders”).

RECITALS

WHEREAS, the Company and Halcon have entered into a Securities Purchase Agreement of even date herewith (the “Purchase Agreement”) that provides, among other things, for the purchase by Halcon from the Company of shares of common stock, par value $.0001 per share, of the Company (“Common Stock”), as well as Warrants and a Note that will be exercisable for or convertible into additional shares of Common Stock; and

WHEREAS, the Stockholders currently own, of record and beneficially, and control a majority of the outstanding shares of Common Stock and, in order to induce Halcon to enter into the Purchase Agreement and to consummate the transactions contemplated thereby, the Stockholders desire to agree to approve such transactions and to take certain additional actions as set forth herein; and

WHEREAS, each of the Stockholders has read and understands the terms and provisions of the Purchase Agreement and the effects of the consummation of the transactions contemplated thereby, including but not limited to the dilution of their individual and collective ownership interests in the Company; and

WHEREAS, the parties are entering into this Agreement as a condition to the execution of the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Stockholder Voting. Each of the Stockholders agrees, so long as it owns or controls such shares, to vote the shares of Common Stock owned, of record and beneficially, by such Stockholder as set forth on Exhibit A attached hereto (the “Stock”) to approve the issuance of the Securities pursuant to the terms and conditions of the Purchase Agreement and each of the following items (such issuance and other items, collectively, the “Proposed Actions”):

 

  (a) the amendment of the Company’s certificate of incorporation to:

 

  (i) increase the number of authorized shares of Common Stock from 100.0 million shares to 1.01 billion shares;

 

  (ii) effect a one-for-three reverse stock split of the Company’s outstanding Common Stock upon satisfaction of the notice requirements of The


  (iii) Nasdaq Stock Market following the Closing of the transactions contemplated by the Purchase Agreement; and

 

  (iv) change the name of the Company to “Halcon Resources Corporation”;

 

  (b) the amendment of the Company’s 2006 Long-Term Incentive Plan to increase the number of shares of Common Stock that may be issued under such plan from 7.4 million to 11.1 million, representing an increase of 3.7 million shares; and

 

  (c) A non-binding, advisory proposal to approve the compensation that may become payable to the Company’s named executive officers in connection with the completion of the transactions contemplated by the Purchase Agreement.

Without limiting the foregoing, each Stockholder agrees to execute and deliver to the Company, not later than twenty (20) Business Days after the date hereof, a written consent, in a form reasonably acceptable to Halcon (the “Written Consent”), evidencing the affirmative vote of all of the Stock owned and controlled by such Stockholder to approve each of the Proposed Actions. The Stockholders understand and agree that their covenants and agreements set forth herein are irrevocable for so long as this Agreement remains in effect. Each Stockholder agrees not to revoke, rescind or supersede, or to vote any of its Stock in any manner contrary to, its approval of the Proposed Actions given pursuant to the Written Consent or at any meeting of stockholders. The preceding sentence shall survive any termination of this Agreement pursuant to clause (ii) or (iii) of Section 2 below until the Purchase Agreement is terminated in accordance with its terms or the transactions contemplated by the Purchase Agreement are consummated.

2. Term. This Agreement shall terminate and be of no further force and effect upon the first to occur of (i) termination of the Purchase Agreement, (ii) the delivery to the Company of the Written Consent executed by all of the Stockholders, or (iii) the date of any meeting of the Company’s stockholders, whereby the issuance of the Securities pursuant to the Purchase Agreement and the other Proposed Actions are voted upon.

3. Stockholders’ Representation and Warranties. Each Stockholder severally, as to itself only, represents and warrants to Halcon that (a) such Stockholder has duly authorized, executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement, enforceable in accordance with its terms, and neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will constitute a violation of, a default under, or conflict with any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound; (b) consummation by such Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of law other than filing on Schedule 13D that may be required under the Securities Exchange Act of 1934, as amended; (c) except to the extent contemplated herein, such Stockholder’s shares of Stock and the certificates representing such shares are now and at all times during the term of this Agreement will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements or any other encumbrances whatsoever (“Encumbrances”) with respect to the ownership or voting of such


shares of Stock or otherwise, other than Encumbrances created by or arising pursuant to this Agreement; (d) there are no outstanding options, warrants or rights to purchase or acquire, or proxies, powers-of-attorney, voting agreements, trust agreements or other agreements relating to, such shares of Stock other than this Agreement; and (e) such Stockholder has the present power and right to vote all the shares of Stock as contemplated herein.

4. Certain Defined Terms. Unless otherwise expressly provided herein, all capitalized terms used herein without definition shall have the meanings assigned to them in the Purchase Agreement.

5. Negative Covenants of Each Stockholder. Except to the extent contemplated herein or in the Purchase Agreement, each Stockholder hereby covenants and agrees that, during the term of this Agreement, such Stockholder will not, and will not agree to, directly or indirectly, (a) sell, transfer, assign, cause to be redeemed or otherwise dispose of any of its shares of Stock or enter into any contract, option or other agreement or understanding with respect to the sale, transfer, assignment, redemption or other disposition of its shares of Stock; (b) grant any proxy, power-of-attorney or other authorization or interest in or with respect to its shares of Stock pertaining or relating to the Purchase Agreement, any of the transactions contemplated thereby or any of the other Proposed Actions; or (c) deposit such Stock into a voting trust or enter into a voting agreement or arrangement with respect to such Stock, unless and until, in the case of clause (a), (b) or (c) above, the Stockholder shall have taken all actions (including, without limitation, the placement of a legend on the certificates evidencing such Stock) reasonably necessary to ensure that such Stock shall at all times be subject to all the rights, powers and privileges granted or conferred, and subject to all the restrictions, covenants and limitations imposed, by this Agreement and shall have caused, as a condition to any sale, transfer, pledge or other disposition of any shares of Stock, any transferee of any of the Stock, unless it is already a signatory to this Agreement, to become a signatory to and be bound by the terms of this Agreement.

6. Remedies and Liability for Breach. The Stockholders agree that, to the extent permitted by law, (i) the obligations imposed on them in this Agreement are special, unique and of an extraordinary character, and that in the event of a breach by any Stockholder, damages would not be an adequate remedy, and (ii) Halcon shall be entitled to specific performance and injunctive and equitable relief in addition to any other remedy to which it may be entitled at law or in equity.

7. Successors. This Agreement shall be binding upon and shall operate for the benefit of Halcon, the Stockholders and the Company, their respective members and stockholders, and their respective successors, assigns, executors, administrators and heirs, and it shall be binding upon any entity to whom any Stock is transferred whether or not in accordance with the provisions of this Agreement, and the executor or administrator of such entity.

8. Modification. Notwithstanding anything to the contrary in this Agreement or otherwise, no modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by all parties hereto. Each Stockholder covenants not to vote any shares of Stock in favor of any amendment of the certificate of


incorporation or bylaws of the Company, if such amendment would materially modify the terms or frustrate the purpose of this Agreement or the Purchase Agreement, unless the vote on such amendment is approved unanimously by the parties to this Agreement.

9. Non-Waiver. The failure to enforce at any time any of the provisions of this Agreement, or to require at any time performance by any other party of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions.

10. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future Laws effective during the term hereof, such provision shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom.

11. Entire Agreement. This Agreement and the Purchase Agreement contain the full understanding of the parties hereto with respect to the subject matter hereof, and there are no representations, warranties, agreements or understandings other than expressly contained herein or therein.

12. Notices. Any notice to be given by any party hereunder to any other shall be in writing, mailed by certified or registered mail, return receipt requested, and shall be addressed to all other parties at the addresses listed on the signature page hereof. All such notices shall be deemed to be given three (3) days after the date of mailing thereof.

13. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute but one and the same instrument.

[Signature Pages Follow]


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first written above.

 

RAM ENERGY RESOURCES, INC.
By:   /s/ Larry E. Lee
Name: Larry E. Lee
Title: President and CEO

Address for Notice:

RAM Energy Resources, Inc.

5100 East Skelly Drive, Suite 650

Tulsa, Oklahoma 74135

Attention: Larry E. Lee, President and CEO

Fax: (918) 663-9214

With a copy (which shall not constitute notice) to:

McAfee & Taft

Tenth Floor, Two Leadership Square

211 N. Robinson

Oklahoma City, OK 73102-7103

Attention: C. David Stinson

Fax: (405) 235-0439


HALCON RESOURCES, LLC
By:   /s/ Floyd C. Wilson
 

Name: Floyd C. Wilson

Title:   Manager

Address for Notice:

Halcon Resources, LLC

1000 Louisiana, Suite 6905

Houston, Texas 77002

Attention: Floyd C. Wilson

Fax: (832) 538-0220

With a copy (which shall not constitute notice) to:

Thompson & Knight LLP

333 Clay Street

Suite 3300

Houston, Texas 77002

Attention: William T. Heller IV

Fax: (713) 654-1871


STOCKHOLDERS SIGNATURE PAGE

Attached to Stockholders Agreement dated December 21, 2011,

by and among

RAM ENERGY RESOURCES, INC., a Delaware corporation,

HALCON RESOURCES, LLC, a Delaware limited liability company,

and the undersigned STOCKHOLDERS of the Company

Stockholder Name and Address for Notice Purposes

Jefferies & Company, Inc.

Attn: Roland Kelly

520 Madison Ave.

New York, NY 10022

 

By   /s/ Roland T. Kelly

Name:

Title:

 

Roland T. Kelly

Associate General Counsel and Managing Director

Jefferies High Yield Trading, LLC

c/o Jefferies & Company, Inc.

Attn: Roland Kelly

520 Madison Ave.

New York, NY 10022

 

By   /s/ Paul J. Loomis

Name:

Title:

 

Paul J. Loomis

Managing Director/Authorized Signatory

 

/s/ Larry E. Lee

Larry E. Lee

Meridian Tower, Suite 650

5100 E. Skelly Drive

Tulsa, OK 74135

Larry E. Lee Revocable Trust.

Meridian Tower, Suite 650

5100 E. Skelly Drive

Tulsa, OK 74135


By   /s/ Larry E. Lee
  Larry E. Lee, Trustee

Lee 2006 Family Trust

c/o M. Keith McKinney, Trustee

6322 Carrington Drive

Dallas, TX 75254

 

By   /s/ M. Keith McKinney
  M. Keith McKinney, Trustee

Danish Knights, A Limited Partnership

By: Dannebrog Corporation, General Partner

3155 East 86th Street

Tulsa, OK 74137

 

By   /s/ Britani Talley Bowman
  Britani Talley Bowman, President

 

/s/ Lawrence S. Coben

Lawrence S. Coben

40 West 22nd Street, #11

New York, NY 10010

 

/s/ John M. Reardon

John M. Reardon

26217 Chiswick Court

Valencia CA 91355

The Reardon Trust Dated 12/10/2001

26217 Chiswick Court

Valencia CA 91355

 

By   /s/ John M. Reardon
  John M. Reardon, Trustee

 

/s/ Sean R. Lane

Sean P. Lane

6 Mead Point Drive

Greenwich, CT 06830


/s/ Gerald R. Marshall

Gerald R. Marshall

1701 Randel Road

Nichols Hills, OK 73116


EXHIBIT A

 

Stockholder

   Shares Owned1  

Jefferies & Company, Inc.

     2,244,313   

Jefferies High Yield Trading, LLC

     14,954,053   

Larry E. Lee

     325,000   

Larry E. Lee Revocable Trust

     9,672,691   

Lee 2006 Family Trust

     1,278,347   

Danish Knights, A Limited Partnership

     9,500,000   

Lawrence S. Coben

     1,303,245  (excluding IRA/SEP shares) 

John M. Reardon

     145,888   

The Reardon Trust Dated 12/10/2001

     122,946   

Sean P. Lane

     161,388   

Gerald R. Marshall

     90,888  (excluding IRA shares) 
  

 

 

 

Total

     39,798,759   

Shares Outstanding at 12/20/11

     78,768,405   

Percentage Represented by Majority Stockholders

     50.5
  

 

 

 

 

 

1 

This column includes only shares for which certificates currently are held of record or can be issued in the name of the stockholder or a family trust trustee readily available to sign a consent. Shares held in stockholder IRA and SEP accounts, or in the name of other related entities, are excluded.