sc13dza

0000950129-08-004673.txt : 20080828 0000950129-08-004673.hdr.sgml : 20080828 20080828151233 ACCESSION NUMBER: 0000950129-08-004673 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080828 DATE AS OF CHANGE: 20080828 GROUP MEMBERS: DALEA MANAGEMENT LLC GROUP MEMBERS: DALEA PARTNERS LP GROUP MEMBERS: N MALONE MITCHELL 3RD GROUP MEMBERS: RIATA TRANSATLANTIC LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mitchell Noah Malone III CENTRAL INDEX KEY: 0001398377 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 405-286-6324 MAIL ADDRESS: STREET 1: 4801 GAILLARDIA PARKWAY STREET 2: SUITE 350 CITY: EDMOND STATE: OK ZIP: 73142 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSATLANTIC PETROLEUM CORP. CENTRAL INDEX KEY: 0001092289 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 841147944 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79343 FILM NUMBER: 081045303 BUSINESS ADDRESS: STREET 1: 340 12TH AVE SW, STE 1550 STREET 2: CALGARY ALBERTA T2R 1L5 CITY: CANADA STATE: A0 ZIP: 00000 BUSINESS PHONE: 7136269373 MAIL ADDRESS: STREET 1: 340 12TH AVE SW, STE 1550 STREET 2: CALGARY ALBERTA T2R 1L5 CITY: CANADA STATE: A0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: TRANSATLANTIC PETROLEUM CORP DATE OF NAME CHANGE: 20000918 SC 13D/A 1 h59976a2sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 2)¹

TransAtlantic Petroleum Corp.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

893522 20 1

(CUSIP Number)

Dalea Management, LLC
4801 Gaillardia Parkway
Suite 225
Oklahoma City, Oklahoma 73142
Attention: Matthew McCann
(405) 286-6324

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

August 27, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: 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 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 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		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.

NAMES OF REPORTING PERSONS

Dalea Partners, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION,

Oklahoma

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

21,652,722 shares of Common Stock

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

21,652,722 shares of Common Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

21,652,722 shares of Common Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.7%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

NAMES OF REPORTING PERSONS

Dalea Management, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION,

Oklahoma

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

21,652,722 shares of Common Stock

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

21,652,722 shares of Common Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

21,652,722 shares of Common Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.7%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

NAMES OF REPORTING PERSONS

Riata TransAtlantic LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION,

Oklahoma

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

977,278 shares of Common Stock

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

977,278 shares of Common Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

977,278 shares of Common Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.25%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

NAMES OF REPORTING PERSONS

N. Malone Mitchell, 3rd

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION,

United States

SOLE VOTING POWER

NUMBER OF

16,666 shares of Common Stock

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

22,630,000 shares of Common Stock

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

16,666 shares of Common Stock

WITH

SHARED DISPOSITIVE POWER

22,630,000 shares of Common Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

22,646,666 shares of Common Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

28.9%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

AMENDMENT NO. 2 TO SCHEDULE 13D

This Amendment No. 2 to Schedule 13D (this “Second Amendment”) amends and supplements the Schedule 13D originally filed on April 17, 2008, and amended by Amendment No. 1 on June 25, 2008 (the “Schedule 13D”). This Second Amendment relates to the common stock, no par value, of TransAtlantic Petroleum Corp., a body corporate incorporated under the laws of the Province of Alberta (the “Issuer”). This Second Amendment is being filed by and on behalf of Dalea Partners, LP, an Oklahoma limited partnership (“Dalea Partners”), Dalea Management, LLC, an Oklahoma limited liability company (“Dalea Management”), Riata TransAtlantic LLC (“Riata TransAtlantic”), an Oklahoma limited liability company, and N. Malone Mitchell, 3^rd, an individual resident of the State of Oklahoma (“Mitchell”). Dalea Partners, Dalea Management, Riata TransAtlantic, and Mitchell are collectively referred to herein as the “Reporting Persons.”

Item 4. Purpose of the Transaction.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety, with effect from the date of this Second Amendment, as follows:

The Reporting Persons hold the Shares as reported herein for investment purposes. Mitchell holds the Option Shares as reported herein for investment purposes.

From time to time the Reporting Persons may acquire additional shares of common stock of the Issuer in future open market or private transactions.

On August 27, 2008, the Issuer agreed in principle to acquire 100% of the shares of Longe Energy Limited, an entity associated with Mitchell (“Longe”), in exchange for the issuance to Longfellow Energy, LP (the parent of Longe) of approximately 39.6 million common shares and 10 million common share purchase warrants. Concurrently, the Issuer will issue approximately 35.4 million common shares in a private placement with Mitchell and associated persons in exchange for $42.5 million. The terms of the transactions are described in a press release issued by the Issuer, a copy of which is attached hereto as Exhibit B.

Other than as described above, the Reporting Persons have no plans or proposals which relate to, or may result in, any of the matters listed in 4(a)-(j) of Schedule 13D.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented, with effect from the date of this Second Amendment, as follows:

The Joint Filing Agreement for the Second Amendment attached hereto as Exhibit A.

The Issuer’s press release describing the details of the transactions described in Item 4 of this Second Amendment attached hereto as Exhibit B.

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.


Date: August 28, 2008	DALEA PARTNERS, LP

	By:	/s/ N. Malone Mitchell, 3^rd

	Name:	N. Malone Mitchell, 3^rd
	Title:	Partner

	DALEA MANAGEMENT, LLC

	By:	/s/ N. Malone Mitchell, 3^rd

	Name:	N. Malone Mitchell, 3^rd
	Title:	Manager

	RIATA TRANSATLANTIC LLC

	By:	/s/N. Malone Mitchell, 3^rd

	Name:	N. Malone Mitchell, 3^rd
	Title:	Manager

	/s/ N. Malone Mitchell, 3^rd

	N. MALONE MITCHELL, 3^rd

EX-99.A 2 h59976a2exv99wa.htm JOINT FILING AGREEMENT exv99wa

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned agree that this Second Amendment dated August 28, 2008 relating to the common stock, no par value of TransAtlantic Petroleum Corp. shall be filed on behalf of the undersigned.


		DALEA PARTNERS, LP

		By:		/s/ N. Malone Mitchell, 3^rd

		Name:		N. Malone Mitchell, 3^rd
		Title:		Partner

		DALEA MANAGEMENT, LLC

		By:		/s/ N. Malone Mitchell, 3^rd

		Name:		N. Malone Mitchell, 3^rd
		Title:		Manager

		RIATA TRANSATLANTIC LLC

		By:		/s/N. Malone Mitchell, 3^rd

		Name:		N. Malone Mitchell, 3^rd
		Title:		Manager

		/s/ N. Malone Mitchell, 3^rd

		N. MALONE MITCHELL, 3^rd

EX-99.B 3 h59976a2exv99wb.htm PRESS RELEASE exv99wb

EXHIBIT B

TransAtlantic Petroleum Corp.

Announces Change in Strategy and Capital Infusion
(all amounts in U.S. Dollars)

FOR IMMEDIATE RELEASE

Calgary, Alberta (August 27, 2008) — TransAtlantic Petroleum Corp. (TSX: TNP) announced today that it is changing its operating strategy from a prospect generator to a vertically integrated project developer. To execute this new strategy, the Company has agreed in principle to acquire Longe Energy Limited (“Longe”), an entity associated with the Company’s Chairman, N. Malone Mitchell 3^rd, in conjunction with a private placement that will raise cash proceeds of $42.5 million.

In April, the Company completed a private placement of common shares to persons associated with Mr. Mitchell. At the same time, Longe became a partner in the Company’s licenses in Morocco. To reduce its cost structure and ensure the availability of equipment, Longe began acquiring oil field service equipment, including drilling rigs, for use in Morocco. Longe believed this vertically integrated approach would allow it to significantly reduce its costs over the long term and control the timing of development.

After recent discussions between Longe and the Company’s management, the Board of Directors of the Company determined that it would be in the best interests of the Company to adopt this strategy of being a vertically integrated project developer and therefore acquire Longe. The new approach requires more capital than prospect generation; however, overall costs, as compared to the traditional “E&P model” of contracting for oil field services at retail rates, are considerably lower, particularly in foreign countries where contractor costs are very high. Accordingly, the Company determined that the acquisition of Longe and the raising of additional capital would be necessary in order to implement the new strategy and to fulfill existing drilling commitments.

Mr. Mitchell added, “I am pleased to consolidate the international oil and gas operations of Longe with TransAtlantic, which confirms my commitment as TransAtlantic’s major

shareholder to provide both capital and operational expertise to facilitate the expansion of the Company.”

The Company proposes to acquire 100% of the shares of Longe in return for the issuance of approximately 39.6 million common shares, valued at $1.20 per share, and 10 million common share purchase warrants. The common share purchase warrants will be exercisable for three years from the date of issuance and will entitle the holder to purchase one common share for each warrant at an exercise price of $3.00 per share. At the time of closing, the Company expects Longe to have a cost basis of approximately $10.1 million in its interests in the Company’s Moroccan properties, approximately $34.5 million in equipment including four drilling rigs and tubulars, and up to $2.9 million in cash. Concurrently, and conditioned upon shareholder approval of the Longe acquisition, the Company will issue approximately 35.4 million common shares at a price of $1.20 per share in a private placement with Mr. Mitchell and associated persons, resulting in cash proceeds of $42.5 million.

A Special Committee of disinterested members of the Company’s Board of Directors has been formed to evaluate and approve the transactions. The Special Committee has retained independent legal counsel and an independent third party to conduct a formal valuation of Longe and to assess the fairness of the transactions. The private placement and the acquisition of Longe are subject to final negotiation of definitive agreements, the approval of the Special Committee, the approval of the Toronto Stock Exchange, the approval of a majority of disinterested shareholders and other customary closing conditions. The Company expects to consummate the transactions following approval at a special meeting of the Company’s shareholders to be scheduled for early November. Following the closing, the Company will have approximately 155 million common shares outstanding, of which Mr. Mitchell and the participants in the May 2008 private placement will own or control approximately 70%.

Following the acquisition of Longe and the closing of the private placement, the Company expects to have sufficient cash on hand to embark on a proposed ten-well drilling program in Morocco, Romania, and Turkey, as well as to acquire additional equipment needed for the

Company’s planned service operations. In addition, Longfellow Energy, LP, Longe’s parent company, will continue to provide its $25 million guarantee of the Company’s and Longe’s commitments under the newly acquired Ouezzane-Tissa and Asilah exploration permits in Morocco.

Upon completion of the announced transactions, the Company will have a unique niche in the international arena; ownership of its own drilling rigs and services will enable the Company to significantly lower drilling and operating costs over the long term and control timing for development of its properties, thereby providing a competitive advantage. In addition, the acquisition of the four drilling rigs will allow the Company to achieve operational capabilities in each country in which it operates, as two rigs will mobilize to Morocco, one to Romania and one to Turkey. Further, the acquisition of Longe’s interests in the Company’s Moroccan licenses will consolidate the Company’s exploration opportunities in Morocco. Following the acquisition of Longe, the Company will control over 2.5 million net exploration acres (10,158 sq. km.) in Morocco (4.2 million gross exploration acres or 17,080 sq. km.). The acquisition will also expand the Company’s opportunity to increase acreage in each country by drilling to earn interests in existing third party licenses. When the rigs and equipment are not operating on the Company’s properties, the Company expects to contract them out, creating additional opportunities for the Company.

TransAtlantic Petroleum Corp. is engaged in the exploration and development of crude oil and natural gas properties in Morocco, Turkey and Romania. Common shares of the Company are listed on the Toronto Stock Exchange under the symbol “TNP.”

(NO STOCK EXCHANGE, SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.)


Contacts:
Scott C. Larsen, President
Phone:		(214) 220-4323
Internet:		http://www.tapcor.com
Address:		5910 N. Central Expressway, Suite 1755
		Dallas, Texas 75206

This news release contains statements concerning drilling plans, plans to raise capital, plans to acquire a company, plans to change the Company’s operating strategy, as well as other expectations, plans, goals, objectives, assumptions, information

or statements about future events, conditions, results of operations or performance that may constitute forward-looking statements or information under applicable securities legislation. Such forward-looking statements or information are based on a number of assumptions which may prove to be incorrect. In addition to other assumptions identified in this news release, assumptions have been made regarding, among other things, oil and gas prices remaining relatively consistent with their current prices, access to the fields, availability of drilling rigs and other equipment, obtaining drilling success consistent with expectations, stock exchange, shareholder and regulatory approvals being obtained and estimated timelines being met and the actual costs being consistent with estimated costs.

Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking statements or information. These risks and uncertainties include but are not limited to the political stability of the countries in which the Company operates, reliance on those countries’ current hydrocarbon and tax laws and regulations, operating hazards, drilling risks, inherent uncertainties in interpreting engineering and geological data, competition, reduced availability of drilling and other well services, volatility of oil and gas prices, fluctuations in currency and interest rates, the Company’s ability to access external sources of debt and equity capital, imprecision in estimating the timing and costs of drilling and development, the Company’s ability to secure adequate product transportation, changes in environmental and other regulations or the interpretation of such regulations, the ability to obtain necessary stock exchange, shareholder and regulatory approvals, satisfaction of closing conditions, weather and general economic and business conditions.

The forward-looking statements or information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.