0001193125-14-161747.txt : 20140428 0001193125-14-161747.hdr.sgml : 20140428 20140428113434 ACCESSION NUMBER: 0001193125-14-161747 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140428 DATE AS OF CHANGE: 20140428 GROUP MEMBERS: JASON TAUBMAN KALISMAN GROUP MEMBERS: TALISMAN FAMILY, L.L.C. GROUP MEMBERS: TALISMAN GROUP PARTNERS, L.L.C. GROUP MEMBERS: TALISMAN GROUP, L.L.C. GROUP MEMBERS: TALISMAN REALTY CAPITAL MASTER, L.P. 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62401 FILM NUMBER: 14788060 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: Talisman Group Investments, L.L.C. CENTRAL INDEX KEY: 0001599683 IRS NUMBER: 460771059 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 324 ROYAL PALM WAY STREET 2: SUITE 229 CITY: PALM BEACH STATE: FL ZIP: 33480 BUSINESS PHONE: (212) 672-9300 MAIL ADDRESS: STREET 1: 324 ROYAL PALM WAY STREET 2: SUITE 229 CITY: PALM BEACH STATE: FL ZIP: 33480 SC 13D/A 1 d696664dsc13da.htm AMENDMENT NO. 3 TO SCHEDULE 13D Amendment No. 3 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

ENDEAVOUR INTERNATIONAL CORPORATION

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

29259G200

(CUSIP Number)

Talisman Group Investments, L.L.C.

324 Royal Palm Way, Suite 229

Palm Beach, FL 33480

(212) 672-9300

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

Copy to:

Jeffrey R. Katz

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199

(617) 951-7072

April 28, 2014

(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 which 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.   ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 purposes 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.   

NAMES OF REPORTING PERSONS

 

Talisman Realty Capital Master, L.P.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS:

 

OO

  5.  

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

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

7,620,570

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

7,620,570

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,620,570

12.  

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

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.67%

14.  

TYPE OF REPORTING PERSON

 

PN

 

 

2


  1.   

NAMES OF REPORTING PERSONS

 

Talisman Group Partners, L.L.C.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS:

 

AF

  5.  

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

 

  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

 

7,620,570

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

7,620,570

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,620,570

12.  

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

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.67%

14.  

TYPE OF REPORTING PERSON

 

OO

 

 

3


  1.   

NAMES OF REPORTING PERSONS

 

Talisman Group Investments, L.L.C.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS:

 

AF

  5.  

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

 

  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

 

7,620,570

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

7,620,570

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,620,570

12.  

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

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.67%

14.  

TYPE OF REPORTING PERSON

 

OO

 

 

4


  1.   

NAMES OF REPORTING PERSONS

 

The Talisman Group L.L.C.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS:

 

AF

  5.  

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

 

  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

 

7,620,570

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

7,620,570

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,620,570

12.  

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

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.67%

14.  

TYPE OF REPORTING PERSON

 

OO

 

 

5


  1.   

NAMES OF REPORTING PERSONS

 

Talisman Family, L.L.C.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS:

 

AF

  5.  

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

 

  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

 

7,620,570

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

7,620,570

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,620,570

12.  

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

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.67%

14.  

TYPE OF REPORTING PERSON

 

OO

 

 

6


  1.   

NAMES OF REPORTING PERSONS

 

Jason Taubman Kalisman

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS:

 

AF

  5.  

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

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

7,620,570

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

7,620,570

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,620,570

12.  

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

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.67%

14.  

TYPE OF REPORTING PERSON

 

IN

 

 

7


Item 1. Security and Issuer.

This statement constitutes Amendment No. 3 to the Schedule 13D relating to the common stock, par value $0.001 per share (the “Common Stock”), of Endeavour International Corporation, a Nevada corporation (the “Issuer”), and hereby amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 10, 2014 as amended by Amendment No. 1 to the Schedule 13D filed on February 24, 2014 and Amendment No. 2 to the Schedule 13D filed on March 10, 2014 (together, the “Schedule 13D”), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

 

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended by the addition of the following:

On April 16, 2014, the General Partner changed its name from Talisman Group GP, L.L.C. to Talisman Group Partners, L.L.C.

 

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

On April 28, 2014, the Reporting Persons filed a preliminary proxy statement (the “Proxy Statement”) with the SEC in connection with the Issuer’s 2014 annual meeting of stockholders (the “Annual Meeting”) seeking support for the following purposes:

 

  1. To elect Mr. Jason Taubman Kalisman, the Reporting Persons’ nominee, and Messrs. William D. Lancaster and James H. Browning, two of the three candidates nominated by the Issuer, to the Board of Directors of the Issuer;

 

  2. To ratify the appointment of Ernst & Young LLP as the Issuer’s independent registered public accounting firm for fiscal 2014;

 

  3. To reject the Issuer’s 2014 Stock Incentive Plan;

 

  4. To vote, on an advisory basis, against the named executive officer compensation; and

 

  5. To transact any other business that may be properly brought before the Annual Meeting.

The Proxy Statement, dated April 28, 2014, is incorporated herein by reference.

STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO SOLICITATION OF PROXIES BY TALISMAN GROUP INVESTMENTS, L.L.C. AND ITS AFFILIATES FROM THE STOCKHOLDERS OF THE COMPANY FOR USE AT THE ANNUAL MEETING WHEN THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. WHEN COMPLETED, SUCH MATERIALS WILL, ALONG WITH OTHER RELEVANT DOCUMENTS, BE AVAILABLE AT NO CHARGE AT THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV OR BY CONTACTING THE PARTICIPANTS’ PROXY SOLICITOR, OKAPI PARTNERS LLC, TOLL FREE AT (877) 796-5274, OR BY EMAIL TO INFO@OKAPIPARTNERS.COM.

 

8


INFORMATION RELATING TO THE POTENTIAL PARTICIPANTS IN A POTENTIAL PROXY SOLICITATION IS CONTAINED IN THE SCHEDULE 14A FILED PURSUANT TO RULE 14A-12 WITH THE SEC BY TALISMAN GROUP INVESTMENTS, L.L.C. ON APRIL 28, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME. THE SCHEDULE 14A AND ANY AMENDMENTS ARE AVAILABLE AT NO CHARGE ON THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV.

Other than as described in this Schedule 13D, as amended from time to time, the Reporting Persons do not have any current plans or proposals which relate to, or would result in, (a) any acquisition or disposition of securities of the Issuer, (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) any material change in the Issuer’s present capitalization or dividend policy, (e) any other material change in the Issuer’s business or corporate structure, (f) any changes in the Issuer’s articles of incorporation or bylaws or other actions which may impede the acquisition of control of the Issuer by any person, (g) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of the Issuer’s equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (h) any action similar to those enumerated above.

 

Item 5. Interest in Securities of the Issuer.

Item 5(a) of the Schedule 13D is hereby amended by replacing it in its entirety with the following:

(a) The aggregate number of Common Stock and the percentage of total outstanding Common Stock beneficially owned by the Reporting Persons is set forth below. References to percentage ownerships of Common Stock in this Statement are based upon 51,961,458 shares of Common Stock outstanding, which includes 50,340,888 shares of Common Stock stated to be outstanding in the Issuer’s Definitive Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on April 17, 2014, and 1,620,570 shares of Common Stock issuable upon conversion of the Convertible Notes. The Reporting Persons may be deemed to beneficially own an aggregate of 7,620,570 shares of Common Stock consisting of 2,000,000 shares of Common Stock, 1,620,570 shares of Common Stock issuable upon conversion of the Convertible Notes, and 4,000,000 shares of Common Stock deliverable upon exercise of the Options, which constitutes 14.67% of the Common Stock, calculated in accordance with Rule 13d-3 under the Act. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other Reporting Person.

TRC Master Fund beneficially owns 7,620,570 shares of Common Stock, which represents approximately 14.67% of the outstanding Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

The General Partner, as the general partner of TRC Master Fund, may be deemed to beneficially own 7,620,570 shares of Common Stock, which represents approximately 14.67% of the outstanding Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

The Manager, as the investment advisor of TRC Master Fund, may be deemed to beneficially own 7,620,570 shares of Common Stock, which represents approximately 14.67% of the outstanding Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

The Holdco, which is the sole owner of the Manager, may be deemed to beneficially own 7,620,570 shares of Common Stock, which represents approximately 14.67% of the outstanding Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

 

9


The InvestCo, which is the sole owner of the Holdco, may be deemed to beneficially own 7,620,570 shares of Common Stock, which represents approximately 14.67% of the outstanding Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

Jason Taubman Kalisman, who is the managing member of the InvestCo, may be deemed to beneficially own 7,620,570 shares of Common Stock, which represents approximately 14.67% of the outstanding Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Act. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the shares beneficially owned by members of the group as a whole. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other member of the group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.

 

10


SIGNATURES

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.

Dated: April 28, 2014

 

TALISMAN REALTY CAPITAL MASTER, L.P.
By:   Talisman Group Partners, L.L.C., its General Partner
By:  

/s/ Jason Taubman Kalisman

Name:   Jason Taubman Kalisman
Title   Chief Executive Officer

TALISMAN GROUP PARTNERS, L.L.C.

By:  

/s/ Jason Taubman Kalisman

Name:   Jason Taubman Kalisman
Title   Chief Executive Officer

TALISMAN GROUP INVESTMENTS, L.L.C.

By:  

/s/ Jason Taubman Kalisman

Name:   Jason Taubman Kalisman
Title   Chief Executive Officer

THE TALISMAN GROUP L.L.C.

By:  

/s/ Jason Taubman Kalisman

Name:   Jason Taubman Kalisman
Title   Chief Executive Officer

TALISMAN FAMILY, L.L.C.

By:  

/s/ Jason Taubman Kalisman

Name:   Jason Taubman Kalisman
Title   Chief Executive Officer
 

/s/ Jason Taubman Kalisman

Name:   Jason Taubman Kalisman

 

11