0000950142-11-001686.txt : 20110930 0000950142-11-001686.hdr.sgml : 20110930 20110930165609 ACCESSION NUMBER: 0000950142-11-001686 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110930 DATE AS OF CHANGE: 20110930 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82223 FILM NUMBER: 111117490 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/A 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/A 1 eh1100713_sc13da6-naep.htm AMENDMENT NO. 6 eh1100713_sc13da6-naep.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Amendment No. 6 )*
 
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
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)
 
September 28, 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. 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).
 

 
 
 
 
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
 
6,773,210
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
6,773,210
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,773,210
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.7%
  
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
 
6,773,210
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
6,773,210
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,773,210
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.7%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 
 
CUSIP No. 656844107
 
  
Page  3 of 6


Item 1.  Security and Issuer.

This Amendment No. 6 to Schedule 13D is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons on June 27, 2011, as amended by Amendment No. 1 filed on July 22, 2011, Amendment No. 2 filed on August 8, 2011, Amendment No. 3 filed on August 18, 2011, Amendment No. 4 filed on August 31, 2011 and Amendment No. 5 filed on September 21, 2011 (as amended, the “Schedule 13D”) 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 Zone 3 Acheson Industrial Area, 2-53016 Highway 60,  Acheson, Alberta, Canada T7X-5A7.

Item 2.  Identity and Background.

No material change.
 
Item 3.  Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
“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 $3,368,185 was paid to acquire the aggregate of 566,900 Shares acquired by the Reporting Persons since the filing of the last report.”
 
 
 
 
 
 
CUSIP No. 656844107
 
  
Page  4 of 6

      
Item 4.  Purpose of Transaction.
    
No material change.
 
Item 5.  Interest in Securities of the Issuer.

Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
 
“References to percentage ownerships of Shares in this Schedule 13D are based upon the 36,249,086 Shares stated to be outstanding as of August 22, 2011 by the Issuer in its Notice of Annual Meeting and Management Information Circular filed on Report of Foreign Private Issuer on Form 6-K with the SEC on August 22, 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 among 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 6,773,210 Shares, constituting 18.7% 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 6,773,210 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 6,773,210 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 6,773,210 Shares, constituting 18.7% 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 6,773,210 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 6,773,210 Shares.

(c) The trading dates, number of Shares purchased and price per Share for all transactions in the Shares that were effected by the Reporting Persons since the date of the filing of the last report are set forth in Exhibit O hereto.”
 
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

        No material change. 

Item 7.   Material to be Filed as Exhibits.

Exhibit O:  
Transactions in the Shares
     
Exhibit P:
  
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
  
 
 
 
 
 /s/ Philip A. Falcone  
   
Philip A. Falcone
  
       
       
 
September 30, 2011

Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).
 
 
 
 
 
Exhibit O
 

Transactions in the Shares
 
Transaction Date
  
Quantity Acquired
    
Price (USD)
September 23, 2011
     13,000       5.22
September 23, 2011
     42,700       5.24
September 26, 2011
     23,900       5.51
September 26, 2011
     60,900       5.52
September 27, 2011
     50,000       6.16
September 27, 2011
     120,000       6.18
September 28, 2011
     38,000       6.01
September 28, 2011
     135,000       6.03
September 29, 2011
     26,000       6.07
September 29, 2011
     57,400       6.14
 
 
 
 
 
 
 
Exhibit P
 
 
JOINT FILING AGREEMENT

The undersigned agree that this Amendment to Schedule 13D relating to the shares of Common Stock (no par value per share) of North American Energy Partners Inc., a Canadian corporation, shall be filed on behalf of the undersigned.

 
 
HARBINGER GROUP INC.
 
  
 
By:
/s/ Philip A. Falcone
  
   
Name:
Philip A. Falcone
  
   
Title: 
Chief Executive Officer
  
 
 
 
 
 /s/ Philip A. Falcone  
   
Philip A. Falcone
  
       
       
 
September 30, 2011