-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WIReJPZZVuUe9+PAVVEhR5S+279bI1q/9hyotLHZDzWJrn+/LfP/kmLGe+G5Gm2u Z+FKtI6TJj/vgBKca+DWyg== 0000909518-08-000334.txt : 20080410 0000909518-08-000334.hdr.sgml : 20080410 20080410193717 ACCESSION NUMBER: 0000909518-08-000334 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080124 FILED AS OF DATE: 20080410 DATE AS OF CHANGE: 20080410 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-307-8700 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET STREET 2: SUITE 1600 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Olsen John Thore CENTRAL INDEX KEY: 0001431833 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32212 FILM NUMBER: 08751083 BUSINESS ADDRESS: BUSINESS PHONE: 47-51-50-96-00 MAIL ADDRESS: STREET 1: DYNJARVEGEN 20 CITY: KLEPPE STATE: Q8 ZIP: 4352 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smedvig Asset Allocation AS CENTRAL INDEX KEY: 0001431831 STATE OF INCORPORATION: Q8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32212 FILM NUMBER: 08751084 BUSINESS ADDRESS: STREET 1: ATTN: JOHN THORE OLSEN STREET 2: LOKKEVEIEN 103 PO BOX 900 CITY: STAVANGER STATE: Q8 ZIP: 4004 BUSINESS PHONE: 47-51-50-96-00 MAIL ADDRESS: STREET 1: ATTN: JOHN THORE OLSEN STREET 2: LOKKEVEIEN 103 PO BOX 900 CITY: STAVANGER STATE: Q8 ZIP: 4004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smedvig QIF Plc CENTRAL INDEX KEY: 0001431832 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32212 FILM NUMBER: 08751085 BUSINESS ADDRESS: STREET 1: 39/40 UPPER MOUNT STREET CITY: DUBLIN 2 STATE: L2 ZIP: 0000 BUSINESS PHONE: 47-51-50-96-00 MAIL ADDRESS: STREET 1: 39/40 UPPER MOUNT STREET CITY: DUBLIN 2 STATE: L2 ZIP: 0000 3 1 smedvig_form3ex.xml X0202 3 2008-01-24 0 0001112412 ENDEAVOUR INTERNATIONAL CORP END 0001431832 Smedvig QIF Plc 39/40 UPPER MOUNT STREET DUBLIN 2 L2 0000 IRELAND 0 0 1 0 0001431831 Smedvig Asset Allocation AS ATTN: JOHN THORE OLSEN LOKKEVEIEN 103 PO BOX 900 STAVANGER Q8 4004 NORWAY 0 0 1 0 0001431833 Olsen John Thore DYNJARVEGEN 20 KLEPPE Q8 4352 NORWAY 0 0 1 0 11.5% Guarantee Convertible Bonds Due 2014 2.36 2008-02-24 2014-12-24 Common Stock, par value $0.001 per share 16949152 D The Bonds were issued by Endeavour Energy Luxembourg sarl ("LuxCo"), and are guaranteed by LuxCo's parent, the Issuer (also, the "Guarantor"), and are convertible into shares of Common Stock of the Issuer. The Bonds bear interest at a rate of 11.5% per annum which is capitalized quarterly on March 17, June 17, September 17 and December 17 of each year, commencing on March 17, 2008. The Bonds cease to bear interest from January 18, 2012 if by such date the weighted average closing price of the Common Stock during 10 consecutive business days in a period of 20 consecutive business days prior to January 18, 2012 is over U.S.$6.00 per share of Common Stock (taking into account any adjustments for amalgamations, consolidations or reverse stock splits with respect to the Common Stock). At the option of the holders thereof, the Bonds may be converted at the principal amount thereof together with accrued interest capitalized to the conversion date into shares of Common Stock at the conversion price. Such conversion right commences on the day falling one month after January 24, 2008 and expires 15 business days prior to January 18, 2014. The number of shares of Common Stock which shall be delivered upon conversion per U.S.$ principal amount of the Bonds is determined by dividing the outstanding principal amount of the Bond (including capitalized interest) by the conversion price then in effect. The initial conversion price for the Bonds is $2.36. The initial conversion price is subject to adjustments, calculated by the Guarantor in the event of (a) dividends or other distributions to all holders of outstanding Common Stock, (b) stock splits and (c) issue of rights or warrants to all holders of outstanding Common Stock to subscribe for or purchase shares at a price less than the market price or the issue of Common Stock at a price below $2.36. Bondholders holding at least 25% of the Bonds have a put right on January 24, 2012, if the weighted average closing price for a share of Common Stock for the 30 days ending prior to such date is less than $2.36. LuxCo must redeem the Bonds at their outstanding principal amount (which includes the capitalized interest). If holders of the Bonds do not exercise such put right, then the conversion price will be reset to the market price for a share of Common Stock if it is lower than the conversion price on such date. The Guarantor can convert the Bonds if less than 15% of the outstanding principal amount is outstanding. Each holder of a Bond has a put right upon a change of control and LuxCo is required to redeem the Bonds at a Change of Control Redemption Price, which is the greater of (a) number of shares that bondholder would have received if it had exercised its conversion rights multiplied by the price of the Common Stock tendered in the change of control and (b) an amount equal to the greater of: (i) 115% of the outstanding principal amount (including capitalized interest) and (ii) an amount sufficient to generate a 15% pre-tax annual IRR on such Bonds. Directly owned by Smedvig QIF Plc, an Irish qualified investment fund (the "QIF"). Smedvig Asset Allocation AS ("SAA") is the investment manager for the QIF, and John Thore Olsen ("JTO") serves as the Chief Executive Officer and Chief Investment Officer of SAA. Neither SAA nor JTO directly or indirectly beneficially own, for purposes of Rule 16a-1(a)(2), any equity securities of the Issuer owned by the QIF, or otherwise. Exhibit 99.1: Joint Filer Information, incorporated herein by reference. /s/ John Thore Olsen, CEO and CIO of Smedvig Asset Allocation AS as Investment Manager of Smedvig QIF plc 2008-04-10 EX-99 2 smedvig_form3e991.txt JOINT FILER Exhibit 99.1 ------------ Joint Filer Information ----------------------- Name of Joint Filer: Smedvig Asset Allocation AS Address of Joint Filer: Lokkeveien 103, PO Box 900, 4004 Stavanger, Norway Relationship of Joint Filer to Issuer: Other -- Investment manager of Smedvig QIF Plc, the direct owner of the securities subject to this statement. Issuer Name and Ticker or Trading Symbol: Endeavour International Corporation (END) Date of Event Requiring Statement (Month/Day/Year): January 24, 2008 Designated Filer: Smedvig QIF Plc SIGNATURE: By: /s/ John Thore Olsen ------------------------------- Name: John Thore Olsen Title: Chief Executive Officer and Chief Investment Officer April 10, 2008 - -------------- Date Joint Filer Information ----------------------- Name of Joint Filer: John Thore Olsen Address of Joint Filer: Dynjarvegen 20, 4352 Kleppe, Norway Relationship of Joint Filer to Issuer: Other -- Chief Executive Officer and Chief Investment Officer of Smedvig Asset Allocation AS, the investment manager of Smedvig QIF Plc, the direct owner of the securities subject to this statement. Issuer Name and Ticker or Trading Symbol: Endeavour International Corporation (END)) Date of Event Requiring Statement (Month/Day/Year): January 24, 2008 Designated Filer: Smedvig QIF Plc SIGNATURE: /s/ John Thore Olsen - ----------------------------- John Thore Olsen April 10, 2008 - -------------- Date 2 -----END PRIVACY-ENHANCED MESSAGE-----