Schedule 13D Amendment
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Platinum Energy Resources, Inc.
(Name of Issuer)
Common Stock, $.0001 Par Value Per Share
(Title of Class of Securities)
(CUSIP Number)
Tim G. Culp
200 N. Loraine, Suite 330
Midland, Texas 79701
(432) 685-9038
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
-with a copy to-
William
F. Krueger
Lynch, Chappell & Alsup, P.C.
300 N. Marienfeld, Suite 700
Midland, Texas 79701
(432) 683-3351
(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 persons 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).
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NAMES OF REPORTING PERSONS
Tim G. Culp |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF and OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,801,581 |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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None |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,801,581 |
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WITH |
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SHARED DISPOSITIVE POWER |
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None |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,801,581 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.97%(1) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
(1) The percentages used herein and in the rest of this Schedule 13D are calculated based upon 22,606,476 shares of the common stock, par value $0.0001 per share, of Platinum Energy Resources, Inc., a Delaware corporation issued and outstanding as of April 13, 2011 as reported in such corporations Form 10-K for the fiscal year ended December 31, 2010, which was filed with the Commission on April 15, 2011.
This Amendment No. 3 (Amendment No. 3) is filed by Tim G. Culp (the Reporting Person), and
amends and supplements the statement on Schedule 13D (the Schedule 13D) originally filed by the
Reporting Person on July 3, 2008, and amended by Amendment No. 1 on July 21, 2008 and Amendment No.
2 on April 4, 2011, each filed by the Reporting Person, with respect to the common stock, par value
$0.0001 per share, of Platinum Energy Resources, Inc., a Delaware corporation (Platinum or the
Issuer). From and after the date hereof, all references in the Schedule 13D to the Schedule 13D
or terms of similar import shall be deemed to refer to the Schedule 13D as amended and supplemented
hereby.
Except as specifically provided herein, this Amendment No. 3 does not modify any of the
information previously reported in the Schedule 13D, and unless otherwise indicated, each
capitalized term used but not defined herein shall have the meaning assigned to such term in the
Schedule 13D.
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Item 1. |
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Security and Issuer. |
Item 1 is hereby amended and supplemented as follows:
The title of the class of equity securities to which this Schedule 13D relates is the common
stock, par value $0.0001 per share, of the Issuer. The name of the Issuer is Platinum Energy
Resources, Inc. (Platinum or the Issuer). Platinums principal executive offices are located at 11490 Westheimer Road, Suite
1000, Houston, Texas 77077.
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Item 2. |
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Identity and Background. |
Part (a) of Item 2 is hereby amended as follows:
This Schedule 13D is being filed by Tim G. Culp, an individual (the Reporting Person).
Part (c) of Item 2 is hereby amended as follows:
The Reporting Person is the Chairman of the Board of Platinum, an oil and gas exploration and
production company, whose address is 11490 Westheimer Road, Suite 1000, Houston, Texas 77077; is
the President of Desert Production, Inc., an independent oil and gas exploration and production
company, whose address is P.O. Box 351, Midland, Texas 79702; and was President, CEO and Chairman
of the Board of Tandem Energy Holdings, Inc. a Nevada corporation (Tandem), an independent oil
and gas exploration and production company, prior to its dissolution on June 24, 2008.
The responses to parts (b), (d), (e) and (f) of Item 2 remain unchanged.
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Item 3. |
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Source and Amount of Funds or Other Consideration. |
Response unchanged.
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Item 4. |
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Purpose of Transaction. |
Item 4 is hereby amended and supplemented as follows:
In June 2008 the Reporting Person acquired 2,115,976 shares of Platinums common stock
following Tandems dissolution and liquidating distribution. On March 21, 2011, the Reporting
Person, pursuant to the Settlement Agreement, delivered 314,395 of the 2,115,976 shares of
Platinums common stock distributed to the Reporting Person.
The Reporting Person and Pacific International Group Holdings LLC (Pacific) have entered into a letter agreement dated April 21, 2011 (the Letter
Agreement) whereby Pacific agreed to use its commercially reasonable efforts to cause one of the
following events (each, a Going-Private Transaction) to occur within eighty (80) days following
the date of the Letter Agreement (the Going-Private Expiration Date): (i) a long-form merger of
an affiliate of Pacific with and into Platinum pursuant to Section 251 of the Delaware General
Corporation Law (the DGCL), which merger will result in the payment of consideration per share of
Platinums common stock to each shareholder thereof other than Pacific in an amount of not less
than $1.50 (the Minimum Consideration) (a Long-Form Merger); or (ii) the acquisition by Pacific
of a number of shares of the common stock of Platinum equal to not less than 90% of the then issued
and outstanding shares of Platinums common stock, followed by a short-form merger of Pacific or an
affiliate thereof with and into Platinum pursuant to Section 253 of the DGCL, which merger will
result in the payment of consideration per share of the common stock of Platinum to each
shareholder thereof other than Pacific in an amount not less than the Minimum Consideration. If
the Going-Private Transaction has not, despite Pacific having exercised its commercially reasonable
efforts, occurred by the Going-Private Expiration Date, then the Going-Private Expiration Date may,
at Pacifics option in its sole discretion, be extended by ten (10) days. Under the Letter
Agreement, the Reporting Person has agreed to take, prior to the Going Private Expiration Date, the
following actions: (i) in the event the board of directors of Platinum approves a Long-Form Merger
and submits such Long-Form Merger to the shareholders of Platinum for approval, voting all of the
shares of Platinums common stock held by the Reporting Person in favor of such Long-Form Merger,
(ii) tendering all of the shares of Platinums common stock held by the Reporting Person into any
tender offer made by Pacific involving a purchase price per share of Platinums common stock of not
less than the Minimum Consideration and having as a mandatory, non-waivable minimum acceptance
condition that the number of shares of Platinums common stock tendered to Pacific in such tender
offer would result in Pacific holding not less than 90% of the issued and outstanding shares of
the common stock of Platinum, and (iii) if it can be established that a sufficient number of
shareholders of Platinums common stock are prepared to sell their shares of the common stock of
Platinum to Pacific which would result in Pacific, immediately following the consummation of the
sale of such shares of common stock to Pacific, holding not less than 90% of the issued and
outstanding shares of the common stock of Platinum, selling all the shares of the common stock of Platinum
held by the Reporting Person to Pacific for a purchase price per share of such common stock not less
than the Minimum Consideration in a single private transaction occurring simultaneously with such
other acquisitions of the shares of the common stock of Platinum by Pacific as would result in Pacific
holding not less than 90% of the issued and outstanding shares of the common stock of Platinum.
The terms of the Letter Agreement also provide that in the event that, despite the exercise of
Pacifics commercially reasonable efforts, a Going-Private Transaction has not occurred by the
Going-Private Expiration Date, effective upon (but not prior to) the Going-Private Expiration Date,
(i) the Reporting Person will grant to Pacific an option, exercisable in Pacifics sole discretion
at any time by written notice delivered to the Reporting Person prior to that date which is thirty
(30) days following the Going-Private Expiration Date (the Option Expiration Date), to acquire
all of the shares of the common stock of Platinum held by the Reporting Person for a purchase price per share of the common stock of
Platinum held by the Reporting Person not less than the Minimum Consideration, and (ii) Pacific
will grant to the Reporting Person an option, exercisable in the Reporting Persons sole discretion
at any time by written notice delivered to Pacific prior to the Option Expiration Date, to sell all
of the shares of Platinums common stock held by the Reporting Person to Pacific for a purchase
price per share of the common stock of Platinum held by the Reporting Person not less than the
Minimum Consideration. The terms of the Letter Agreement prohibit,
until the Option Expiration Date, the Reporting Person from
selling, transferring, assigning, pledging or otherwise disposing of or encumbering in any way any
of the shares of the common stock of Platinum held by the Reporting Person other than in accordance
with the explicit provisions of the Letter Agreement.
In pursuing his businesses, the Reporting Person analyzes the operations, capital structure
and markets of companies, including the Issuer, on a continuous basis, through analysis of
documentation and discussions with knowledgeable industry and market observers and with
representatives of such companies. From time to time, the Reporting Person may hold discussions
with third parties or with the management of such companies, including the Issuer, in which the
Reporting Person may suggest or take a position with respect to potential changes in the
operations, management or capital structure of such companies as a means of enhancing shareholder
value. Such suggestions or positions may relate to one or more of the transactions specified in
clauses (a) through (j) of Item 4 of the Schedule 13D as further described below, including, without
limitation, such matters as disposing of or selling all or a portion of the Issuer or acquiring
another company or business, changing operating or marketing strategies, adopting or not adopting
certain types of anti-takeover measures and restructuring the Issuers capitalization or dividend
policy. In addition, as the Chairman of the Board of Directors of the Issuer, the Reporting Person
may seek to influence the Issuer regarding courses of action that the Reporting Person may suggest
are in the Issuers best interest and which, in the Reporting Persons opinion, would enhance
shareholder value. In addition, the Reporting Person may, from time to time, as Chairman of the
Issuers Board of Directors, contact the Issuer to express his views regarding the Issuers
business and operations.
At this time, but subject to the terms of the Letter Agreement, the Reporting Person plans to
pursue opportunities as they arise to acquire or dispose of additional shares of
common stock of the Issuer in the open market, in private transactions or otherwise at prices
he deems appropriate. Other than as reported herein, the Reporting Person does not have any present
plans or specific proposals which relate to or would result in any of the following (although the
Reporting Person reserves the right to develop such plans or proposals): (a) the acquisition by any
person of additional securities of Platinum, or the disposition of securities of Platinum; (b) an
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving
Platinum, or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of
Platinum or any of its subsidiaries; (d) any change in the present board of directors or management
of Platinum, including any plans or proposals to change the number or term of directors or to fill
any vacancies existing on the board; (e) any material change in the present capitalization or
dividend policy of Platinum; (f) any other material change in Platinums business or corporate
structure; (g) changes in Platinums charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of the control of Platinum by any person; (h) causing a
class of securities of Platinum to be delisted from a national securities exchange or to cease to
be authorized to be quoted on an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of Platinum becoming eligible for termination of
registration pursuant to Section 12(g)(4)of the Exchange Act; or (j) any actions similar to any of
those enumerated above.
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Item 5. |
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Interest in Securities of the Issuer. |
Part (c) of Item 5 is hereby amended as follows:
In connection with the settlement of those claims concerning, directly or indirectly, the
Reporting Person, in the Tarrant County Case (as defined in Item 6 below) and the Western District
Case (as defined in Item 6 below) and pursuant to the terms of the Settlement Agreement, on March
21, 2011 the Reporting Person delivered to Arthur W. Tifford, P.A., and Shafer, Davis, OLeary &
Stoker, 314,395 of the 2,115,976 shares of Platinums common stock distributed to the Reporting
Person in connection with the liquidating distribution of Tandem.
The responses to parts (a), (b), (d) and (e) of Item 5 remain unchanged.
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Item 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is hereby supplemented as follows:
As described in Item 4 above the Reporting Person has entered into the Letter Agreement with
Pacific and may in accordance with the terms of the Letter Agreement become obligated to vote, sell, assign, transfer or otherwise dispose of all of the
shares of the common stock of Platinum held by the Reporting Person.
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Item 7. |
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Material to Be Filed as Exhibits. |
7.1 Letter Agreement dated April 21, 2011 between Pacific International Group Holdings LLC
and Tim G. Culp.*
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information in this statement is true, complete and correct.
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/s/ Tim G. Culp
Signature
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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7.11
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Letter Agreement dated April 21, 2011 between Pacific International Group Holdings
LLC and Tim G. Culp. |