0000950142-11-001305.txt : 20110712 0000950142-11-001305.hdr.sgml : 20110712 20110712165312 ACCESSION NUMBER: 0000950142-11-001305 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110712 DATE AS OF CHANGE: 20110712 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: North American Energy Partners Inc. CENTRAL INDEX KEY: 0001368519 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82223 FILM NUMBER: 11964319 BUSINESS ADDRESS: STREET 1: ZONE 3, ACHESON INDUSTRIAL AREA STREET 2: 2-53016 HIGHWAY 60 CITY: ACHESON STATE: A0 ZIP: T7X 5A7 BUSINESS PHONE: 780-960-7171 MAIL ADDRESS: STREET 1: ZONE 3, ACHESON INDUSTRIAL AREA STREET 2: 2-53016 HIGHWAY 60 CITY: ACHESON STATE: A0 ZIP: T7X 5A7 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICAN ENERGY PARTNERS INC. DATE OF NAME CHANGE: 20061129 FORMER COMPANY: FORMER CONFORMED NAME: NACG Holdings Inc. DATE OF NAME CHANGE: 20060707 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARBINGER GROUP INC. CENTRAL INDEX KEY: 0000109177 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 741339132 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 347 840 8677 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: ZAPATA CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ZAPATA NORNESS INC DATE OF NAME CHANGE: 19720314 FORMER COMPANY: FORMER CONFORMED NAME: ZAPATA OFF SHORE CO DATE OF NAME CHANGE: 19690115 SC 13D 1 eh1100532_sc13d-naep.htm SCHEDULE 13D eh1100532_sc13d-naep.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Amendment No. __ )*
 
Under the Securities Exchange Act of 1934
 
NORTH AMERICAN ENERGY PARTNERS INC.
(Name of Issuer)
 
COMMON STOCK (NO PAR VALUE)
(Title of Class of Securities)
 
656844107
(CUSIP Number)
 
Philip A. Falcone 
Chief Executive Officer and President
450 Park Avenue, 27th Floor
New York, New York 10022
(212) 906-8555
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
June 15, 2011 (1)
(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. o
 
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.
 
* 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 disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
_________
 
(1)
 
 IMPORTANT NOTE:   This Schedule 13D was previously filed on  June 27, 2011 under CIK 0001272869.  This Schedule 13D is being filed solely to reflect the change in issuer CIK number and not to reflect any other change in the information herein.
 

 
 
 

 
CUSIP No. 656844107
 
  
Page  1 of 6


 
1
NAME OF REPORTING PERSON
 
Harbinger Group Inc.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  þ
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
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
 
3,600,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,600,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,600,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.93%
  
14
TYPE OF REPORTING PERSON
 
CO
  

 
 
 
 
 

CUSIP No. 656844107
 
  
Page  2 of 6


 
1
NAME OF REPORTING PERSON
 
Philip Falcone
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  þ
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,600,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,600,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,600,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.93%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 
 
CUSIP No. 656844107
 
  
Page  3 of 6


Item 1.    Security and Issuer.

This Schedule 13D is being filed by the undersigned with respect to the shares of Common Stock, no par value per share (the “Shares”), of North American Energy Partners Inc., a Canadian corporation (the “Issuer”). The principal executive offices of the Issuer are located at 500 4th Avenue SW, Suite 2400, Calgary, Alberta, T2P-2V6, Canada.

Item 2.    Identity and Background.

(a-c, f) This Schedule 13D is being filed by Harbinger Group Inc., a Delaware corporation (“HGI”) and Mr. Philip Falcone (together with HGI, the “Reporting Persons”), with respect to the 3,600,000 Shares that may be deemed to be beneficially owned by the Reporting Persons.  The Shares reported in this Schedule 13D are held in the name of HGI Funding, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of HGI (“HGI Funding”).  The information required by General Instruction C to Schedule 13D with respect to (i) the executive officers and directors of HGI (except for Mr. Falcone who is a Reporting Person) is listed on Schedule A hereto and (ii) each person controlling HGI is listed on  Schedule B hereto (the persons identified in clause (i) and (ii), the “Instruction C Persons”, and together with the Reporting Persons, the “Harbinger Persons”).  HGI is a holding company and its principal business address is 450 Park Avenue, 27th Floor, New York, NY 10022.  Mr. Falcone is the President, Chief Executive Officer and Chairman of the Board of Directors of HGI.  Mr. Falcone’s relationship with the Instruction C Persons is described in Schedule B hereto.
 
(d) None of the Harbinger Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Harbinger Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

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

The funds used for the purchase of the Shares were derived from general working capital, which may have included margin account borrowings made in the ordinary course of  business.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time.  Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein. A total of approximately $29 millon was paid to acquire the Shares.

 
 
 
 
 
 
CUSIP No. 656844107
 
  
Page  4 of 6

      
Item 4.    Purpose of Transaction.
    
Each Harbinger Person expects to evaluate on an ongoing basis the Issuer’s financial condition and prospects and its interest in, and intentions with respect to, the Issuer and their investment in the securities of the Issuer, which review may be based on various factors, including the Issuer’s business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s securities in particular, as well as other developments and other investment opportunities, which, if effected, could result in, among other things, any of the matters identified in Items 4(a)-(j) of Schedule 13D. Accordingly, each Harbinger Person reserves the right to change its intentions and develop plans or proposals at any time, as it deems appropriate. In particular, each Harbinger Person may at any time and from time to time, (i) in the open market, in privately negotiated transactions or otherwise, acquire additional Shares or other securities of the Issuer, including acquisitions from affiliates of the Harbinger Persons; (ii) dispose or transfer of all or a portion of the securities of the Issuer, including the Shares, that the Harbinger Persons now own or may hereafter acquire to any person or entity, including dispositions to affiliates of the Harbinger Persons; (iii) enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities; (iv) cause or seek to cause the Issuer or any of its subsidiaries to acquire all or a portion of another person's assets or business, including acquisitions from affiliates of the Harbinger Persons; (v) cause or seek to cause the Issuer or any of its subsidiaries to enter into one or more acquisitions, business combinations or mergers or to sell, transfer or otherwise dispose of all or any portion of its assets or business to any person or entity, including acquisitions, business combinations, mergers, sales, transfers and other dispositions with or to affiliates of the Harbinger Persons; (vi) restructure the Issuer’s or any of its subsidiaries’ capitalization, indebtedness or holding company arrangements; (vii) make personnel changes to the present management of the Issuer deemed necessary or desirable; (viii) change the identity of the directors of the Issuer; (ix) make or propose any other material change in the Issuer’s or any of its subsidiaries’ corporate structure or business; or (x) engage in communications with one or more stockholders, officers or directors of the Issuer and other persons regarding any of the matters described in clauses (i) through (ix) above.
 
Item 5.    Interest in Securities of the Issuer.

References to percentage ownerships of Shares in this Schedule 13D are based upon the 36,242,526 Shares stated to be outstanding as of March 31, 2011 by the Issuer in its Annual Report on Form 40-F for the fiscal year ended March 31, 2011, filed with the SEC on June 2, 2011.  The Shares reported in this Schedule 13D are held in the name of HGI Funding. Other than any beneficial ownership which may be deemed to exist as a result of the relationships around the Harbinger Persons discussed herein (which beneficial ownership is disclaimed), the Instruction C Persons do not beneficially own any Shares.

(a, b) As of the date hereof, HGI may be deemed to be the beneficial owner of 3,600,000 Shares, constituting 9.93% of the outstanding Shares.

HGI has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 3,600,000 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 3,600,000 Shares.
 
 
 
 
 
 
 
CUSIP No. 656844107
 
  
Page  5 of 6
 
 
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial owner of 3,600,000 Shares, constituting 9.93% of the outstanding Shares.

Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 3,600,000 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 3,600,000 Shares.

(c) The trading dates, number of Shares purchased and sold and price per Share for all transactions in the Shares that were effected by the Reporting Persons in the past sixty days are set forth in Exhibit A hereto.

(d) Not applicable.

(e) Not applicable.

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

         None. 

Item 7.    Material to be Filed as Exhibits.

     
Exhibit A:
  
Transactions in the Shares.
     
Exhibit B:   Joint Filing Agreement.
 
 
 
 
 
 
CUSIP No. 656844107
 
  
Page  6 of 6
 
 
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.

 
 
HARBINGER GROUP INC.
 
  
 
By:
/s/ Philip A. Falcone
  
   
Name:
Philip A. Falcone
  
   
Title: 
Chief Executive Officer and President
  
 
 
 
 
 /s/ Philip A. Falcone  
   
Philip A. Falcone
  
       
       
 
June 27, 2011

Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).
 
 
 
 
 
 
Schedule A
 
Executive Officers and Directors of HGI

Name
Business Address
Citizenship
Principal Occupation
Peter Jenson
450 Park Avenue, 27th Floor, New York, NY 10022
U.S.
Chief Operating Officer, Director
Francis McCarron
450 Park Avenue, 27th Floor, New York, NY 10022
U.S.
Executive Vice President, Chief Financial Officer
Richard H. Hagerup
450 Park Avenue, 27th Floor, New York, NY 10022
U.S.
Interim Chief Accounting Officer
Lap Wai Chan
450 Park Avenue, 27th Floor, New York, NY 10022
U.S.
Director
Thomas Hudgins
450 Park Avenue, 27th Floor, New York, NY 10022
U.S.
Director
Robert Leffler, Jr.
450 Park Avenue, 27th Floor, New York, NY 10022
U.S.
Director
Keith Hladek
450 Park Avenue, 27th Floor, New York, NY 10022
U.S.
Director
Robin Roger
450 Park Avenue, 27th Floor, New York, NY 10022
U.S.
Director
David Maura
450 Park Avenue, 27th Floor, New York, NY 10022
U.S.
Director
Omar Asali
450 Park Avenue, 27th Floor, New York, NY 10022
U.S.
Director
 
 
 
 
 
 
Schedule B
 
HGI Controlling Persons

Name
Business Address
Citizenship
Principal Occupation
Harbinger Capital Partners Master Fund I, Ltd. (the “Master Fund”)
c/o International Fund Services (Ireland) Limited, 78 Sir John Rogerson’s Quay, Dublin 2, Ireland
Cayman Islands
Investment Vehicle
Harbinger Capital Partners LLC (“Harbinger LLC”)
450 Park Avenue, 30th Floor, New York, NY 10022
Delaware
Investment Manager of the Master Fund
Harbinger Holdings, LLC (“Harbinger Holdings”)
450 Park Avenue, 30th Floor, New York, NY 10022
Delaware
Manager of Harbinger LLC, Managing Member of HCPSS (as defined below)
Harbinger Capital Partners Special Situations Fund, L.P. (the “Special Fund”)
450 Park Avenue, 30th Floor, New York, NY 10022
Delaware
Investment Vehicle
Harbinger Capital Partners Special Situations GP, LLC (“HCPSS”)
450 Park Avenue, 30th Floor, New York, NY 10022
Delaware
General Partner of the Special Fund
Global Opportunities Breakaway Ltd. (the “Global Fund”) c/o Maples Corporate Services Limited, PO Box 309,
Ugland House, Grand Cayman, Cayman Islands KY1-1104
 Cayman Islands
Investment Vehicle
Harbinger Capital Partners II LP
450 Park Avenue, 30th Floor, New York, NY 10022
Delaware
Investment Manager of the Global Fund
Philip Falcone
450 Park Avenue, 30th Floor, New York, NY 10022
U.S.
Managing Member of Harbinger Holdings, Portfolio Manager of the Master Fund, Portfolio Manager of the Special Fund
 
 
 
 
 
 
 
 
Exhibit A


Transactions in the Shares
 
Transaction Date
  
Quantity
    
Price
  
May 20, 2011
     238,000     $ 7.80  
May 20, 2011
     252,000     $ 7.59  
May 20, 2011
     10,000     $ 7.60  
May 23, 2011
     57,500     $ 7.93  
May 23, 2011
     25,000.00     $ 7.96  
May 24, 2011
     52,900.00     $ 8.30  
May 24, 2011
     120,860     $ 8.32  
May 25, 2011
     100,000     $ 8.73  
May 25, 2011
     147,506     $ 8.72  
May 25, 2011
     47,200     $ 8.73  
May 26, 2011
     150,000     $ 9.34  
May 26, 2011
     176,119     $ 9.25  
May 26, 2011
     194,100     $ 9.24  
May 27, 2011
     55,000     $ 9.54  
May 27, 2011
     37,400     $ 9.54  
May 31, 2011
     86,415     $ 9.38  
June 13, 2011
     10,200     $ 6.99  
June 13, 2011
     6,300     $ 6.97  
June 14, 2011
     40,000     $ 7.19  
June 15, 2011
     200,000     $ 7.33  
June 15, 2011
     85,800     $ 7.31  
June 16, 2011
     176,365     $ 7.36  
June 16, 2011
     17,800     $ 7.29  
June 17, 2011
     200,000     $ 7.55  
June 17, 2011
     50,000     $ 7.52  
June 20, 2011
     300,000     $ 7.55  
June 21, 2011
     510,000     $ 7.61  
June 21, 2011
     50,000     $ 7.63  
June 21, 2011
     40,000     $ 7.64  
June 22, 2011
     150,000     $ 7.61  
June 23, 2011
     13,535     $ 7.23  

 
 
 
 
 
 
Exhibit B
 

 
JOINT FILING AGREEMENT
 

 
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, no par value per share of North American Energy Partners Inc., dated as of June 27, 2011 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
 

 
 
HARBINGER GROUP INC.
 
  
 
By:
/s/ Philip A. Falcone
  
   
Name:
Philip A. Falcone
  
   
Title: 
Chief Executive Officer and President
  
 
 
 
 
 /s/ Philip A. Falcone  
   
Philip A. Falcone
  
       
       
 
June 27, 2011