0001422107-15-000014.txt : 20150213 0001422107-15-000014.hdr.sgml : 20150213 20150213153635 ACCESSION NUMBER: 0001422107-15-000014 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENDEAVOUR INTERNATIONAL CORP CENTRAL INDEX KEY: 0001112412 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 880448389 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62401 FILM NUMBER: 15613649 BUSINESS ADDRESS: STREET 1: 811 MAIN STREET STREET 2: SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-307-8700 MAIL ADDRESS: STREET 1: 811 MAIN STREET STREET 2: SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL SOUTHERN RESOURCES INC DATE OF NAME CHANGE: 20020816 FORMER COMPANY: FORMER CONFORMED NAME: EXPRESSIONS GRAPHICS INC DATE OF NAME CHANGE: 20000419 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lonestar Capital Management LLC CENTRAL INDEX KEY: 0001317410 IRS NUMBER: 760699482 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2420 SAND HILL ROAD STREET 2: SUITE 202 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-7500 MAIL ADDRESS: STREET 1: 2420 SAND HILL ROAD STREET 2: SUITE 202 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 endeavour13ga.htm 13G/A endeavour13ga.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13G

Under the Securities Exchange act of 1934
(Amendment No. 1)*

             Endeavour International Corporation

(Name of Issuer)

  Common Stock, par value $0.001 per share

(Title of Class of Securities)

29259G200

(CUSIP Number)

 December 31, 2014 

(Date of Event which Requires Filing of this Statement)

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

o           Rule 13d-1(b)
x           Rule 13d-1(c)
o           Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).





(Continued on following pages)
Page 1 of 10 Pages
 
 
 
 
 
13G
  CUSIP No. 29259G200
  

1
  NAMES OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
  Lonestar Partners, L.P.
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**       The reporting persons making this filing hold an aggregate of 0 Shares, which is 0.0% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  0
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  0
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  0
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                                                                                                                      [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  0.0%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  PN

 
 

 
 
 
Page 2 of 10 Pages
 
 
 
 
13G
  CUSIP No. 29259G200
  

1
  NAMES OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
  Cottonwood Capital GP LLC
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 0 Shares, which is 0.0% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  0
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  0
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  0
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                                                                                                                      [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  0.0%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  OO


 
 

 
 
Page 3 of 10 Pages
 
 
 
 
13G
  CUSIP No. 29259G200
  

1
  NAMES OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
  Lonestar Capital Management LLC
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 0 Shares, which is 0.0% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  0
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  0
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  0
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                                                                                                                      [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  0.0%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  IA, OO

 
 
 
 
 

Page 4 of 10 Pages
 
 
 
 
13G
  CUSIP No.29259G200
  

1
  NAMES OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
  Jerome L. Simon
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 0 Shares, which is 0.0% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  0
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  0
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  0
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                                                                                                                      [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  0.0%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN

 
 
 

 
 
Page 5 of 10 Pages
 
 
 
 
13G
  CUSIP No.29259G200
  

1
  NAMES OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
  Yedi Wong
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 0 Shares, which is 0.0% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
 
SHARES
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  0
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  0
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  0
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN SHARES (See Instructions)                                                                                                                      [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  0.0%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN

 
 
 
 

 
Page 6 of 10 Pages
 
 
 
 
    This Amendment No. 1 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on January 14, 2014 (together with all prior and current amendments thereto, this “Schedule 13G”).

Item 1.  Issuer
 
    (a)           Name of Issuer:
 
Endeavour International Corporation (the “Company”)
 
    (b)           Address of Issuer’s Principal Executive Offices:
 
811 Main Street, Suite 2100
Houston, TX 77002

Item 2.  Identity And Background
 
Title of Class of Securities and CUSIP Number (Items 2(d) and (e))
 
    This statement relates to the Common Stock, par value $0.001 per share (the “Shares”), of the Company. The CUSIP number of the Shares is 29259G200.
 
Name of Persons Filing, Address of Principal Business Office and Citizenship (Items 2(a), (b) and (c))
 
    This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”

 
(i)
Lonestar Partners, L.P., a Delaware limited partnership (“Lonestar”), with respect to the Shares held by it;

 
(ii)
Cottonwood Capital GP LLC, a Delaware limited liability company (“Cottonwood”), the general partner of Lonestar, with respect to the Shares held by Lonestar:

 
(iii)
Lonestar Capital Management LLC, a Delaware limited liability company (“LCM”), the investment adviser to Lonestar, with respect to the Shares held by Lonestar;

 
(iv)
Jerome L. Simon (“Simon”), a United States citizen, a member of Cottonwood and the managing member of LCM, with respect to the Shares held by Lonestar; and

 
(v)
Yedi Wong (“Wong”), a United States citizen, a member of Cottonwood and the chief financial officer of LCM, with respect to the Shares held by Lonestar.
 
Page 7 of 10 Pages
 
 
 
 
    The citizenship of each of the Reporting Persons is set forth above.  The address of the principal business office of the Reporting Persons is 2420 Sand Hill Road, Suite 202, Menlo Park, California, 94025.

Item 3. If This Statement is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing is an Entity Specified in (a) - (k):
 
    Not Applicable.

Item 4.  Ownership
 
    The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
 
    The Shares reported hereby for Lonestar are owned directly by Lonestar.  Cottonwood, as the general partner of Lonestar, may be deemed to be a beneficial owner of all such Shares owned by Lonestar.  LCM, as the investment adviser to Lonestar, may be deemed to be a beneficial owner of all such Shares owned by Lonestar.  Each of Simon and Wong, as a member of Cottonwood and the managing member and chief financial officer, respectively, of LCM, may be deemed to be a beneficial owner of all such Shares owned by Lonestar.  Each of Cottonwood, LCM, Simon and Wong hereby disclaims any beneficial ownership of any such Shares.

Item 5.  Ownership of Five Percent or Less of a Class
 
    If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the deemed beneficial owner of more than five percent of the class of securities, check the following [ X ].

Item 6.  Ownership of More than Five Percent on Behalf of Another Person
 
    Not Applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person
 
    Not Applicable.

Item 8.  Identification and Classification of Members of the Group
 
    The Reporting Persons are filing this Schedule 13G pursuant to Rule 13d-1(c).  Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.

Item 9.  Notice of Dissolution of Group
 
    Not Applicable.
 
Page 8 of 10 Pages
 
 
 
 
Item 10.  Certification
 
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Page 9 of 10 Pages
 
 
 
 
SIGNATURES

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

Dated:  February 13, 2015

LONESTAR PARTNERS, L.P.

By:           Cottonwood Capital GP LLC,
its General Partner


By: /s/ Yedi Wong                                                                           
Name:  Yedi Wong
Title:    Member


COTTONWOOD CAPITAL GP LLC


By: /s/ Yedi Wong                                                                             
Name:  Yedi Wong
Title:    Member


LONESTAR CAPITAL MANAGEMENT LLC


By: /s/ Yedi Wong                                                                             
Name:  Yedi Wong
Title:    Chief Financial Officer



/s/ Yedi Wong              
Yedi Wong, individually and as attorney-in-fact for Jerome L. Simon


The Power of Attorney executed by Jerome L. Simon authorizing Yedi Wong to sign and file this Schedule 13G on his behalf, which was filed with the Schedule 13G filed with the Securities and Exchange Commission on June 2, 2009 by such Reporting Persons with respect to the Common Stock of Imperial Sugar Company, is hereby incorporated by reference.
 
Page 10 of 10 Pages