SC 13G 1 v340407_sc13g.htm FORM SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

 

 
ATP OIL & GAS CORPORATION

(Name of Issuer)

 

 

 

 
Common Stock, $0.001 par value

(Title of Class of Securities)

 

 
00208J108

(CUSIP Number)

 

 
March 27, 2013

(Date of event which requires filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

xRule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

*   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.

 

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 (“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. 00208J108    

 

             
  1   

NAMES OF REPORTING PERSONS

 

Taylor Asset Management, Inc FEIN # 26-044-8554 

 

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

 

  3  

SEC USE ONLY

 

 

  4  

CITIZEN OR PLACE OF ORGANIZATION

 

    Illinois

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

   

SOLE VOTING POWER

 

    2,890,166(1)(2)

 

  6  

SHARED VOTING POWER

 

    0

 

  7  

SOLE DISPOSITIVE POWER

 

    2,890,166 (1)(2)

 

  8  

SHARED DISPOSITIVE POWER

 

    0

 

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    2,890,166 (1)(2)

 

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

    Not Applicable

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

    5.54%

 

12  

TYPE OF REPORTING PERSON

IA

   

(1) Mr. Stephen S. Taylor may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Taylor International Fund, Ltd. (“TIF”).  Mr. Taylor is the Chairman of Taylor Asset Management Inc. (“TAM”), which is the Investment Manager of TIF.  The filing of this Statement and any future amendment by Mr. Taylor, and the inclusion of information herein and therein with respect to Mr. Taylor, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest.

 

(2) Of the 2,890,166 shares directly beneficially owned by TAM, 2,383,500 shares consist of common stock, par value $0.001 per share (the “Common Stock”); 112,480 shares of 8% Convertible Preferred Stock, Series B (“Preferred B”), convertible into 506,666 shares of common stock.

 

 
 

 

ITEM 1.(a)Name of Issuer:

 

ATP Oil & Gas Corporation (the “Issuer”)      

 

(b)Address of Issuer’s Principal Executive Offices:

 

4600 Post Oak Place, Suite, 100

Houston, Texas 77027

     

ITEM 2           

 

(a)-(c) This Schedule 13G is filed by Taylor Asset Management, Inc. (“TAM”) and Mr. Stephen S. Taylor (together with TAM, the “Reporting Party”).  TAM is an Illinois corporation located at 714 S. Dearborn Street, 2 nd Floor Chicago, IL 60605, with the telephone number (312) 583-0500.  Mr. Taylor, a citizen of the United States of America, has a business address at 714 S. Dearborn Street, 2 nd Floor Chicago, IL 60605.

 

(d) Common stock, par value $0.001 per share (the “Common Stock”).  Of the 2,890,166 shares beneficially owned by the Reporting Party, 2,383,500 shares consist of Common Stock and 112,480 shares of Preferred B, convertible into 506,666 shares of common stock.      

     

(e)CUSIP Number:

 

00208J108

     

ITEM 3.

 

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:  

(a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) o Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
(e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(ii)(F);
(g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of theInvestment Company Act of 1940 (15 U.S.C. 80a-3);
(j) o Group, in accordance with §240.13d-1(b)(ii)(J).

  

ITEM 4.Ownership

 

(a)-(b)    TIF has direct beneficial ownership of 2,890,166 shares of the Issuer.  Mr. Taylor is the Chairman of Taylor Asset Management Inc., which is the Investment Manager of TIF.  Accordingly, Mr. Taylor may be deemed to own beneficially a total of 2,890,166 shares of the Issuer constituting of 5.54% of the Issuer's shares of Common Stock outstanding as of as of May 1, 2012 as reported in the Issuer’s most recently filed Quarterly Report on Form 10-Q (filed with the SEC on May 10, 2012 for the quarterly period ended March 31, 2012).      

 

 
 

 

ITEM 5.Ownership of Five Percent or Less of a Class

 

Not applicable.  

   

ITEM 6.Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.  

   

ITEM 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not applicable  

   

ITEM 8.Identification and Classification of Members of the Group

 

Not applicable.  

   

ITEM 9.Notice of Dissolution of Group

 

Not applicable.  

   

ITEM 10.Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.  

 

 

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: March 27, 2013

 

 

TAYLOR INTERNATIONAL FUND, LTD.

 

By: Taylor Asset Management, Inc.

Its Investment Manager

 

By: /s/ Stephen S Taylor 

Name: Stephen S Taylor
Title: Chairman
 
Stephen S Taylor
 

By: /s/ Stephen S Taylor 

Stephen S Taylor, Individually
 
 

 

 
 

 

LIST OF EXHIBITS

 

     

Exhibit
No. 

 

Description 

   
A   Joint Filing Agreement
   

 

 

EXHIBIT A

 

 

JOINT FILING AGREEMENT

THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as of this 27th day of March, 2013, by and among Taylor International Fund, Ltd. and Stephen S. Taylor.

 

The parties to this Agreement hereby agree to prepare jointly and file timely (or otherwise to deliver as appropriate) all filings on Schedule 13D and Schedule 13G (the "Filings") required to be filed by them pursuant to Section 13(d) or 13(g) under the Securities Exchange Act of 1934, as amended, with respect to their respective beneficial ownership of the Common Stock of ATP Oil and Gas that are required to be reported on any Filings. Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

 

This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

 

[Remainder of page intentionally left blank.]

 

 
 

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

 

TAYLOR INTERNATIONAL FUND, LTD.
 
By: Taylor Asset Management, Inc.
  its Investment Manager
   
By: /s/ Stephen S. Taylor
  Stephen S. Taylor, Chairman
   
STEPHEN S. TAYLOR
By /s/ Stephen S. Taylor
  Stephen S. Taylor, Individually