-----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, DJ5RjDO8LlJFQ3ce5bYAI4U9xzjcUtM+/0fO8XVMnxfNKIlQhFbELI8OygEqGAbW QcoaklqNEJzby9MyC0BFyw== 0000899681-08-000560.txt : 20080514 0000899681-08-000560.hdr.sgml : 20080514 20080514170117 ACCESSION NUMBER: 0000899681-08-000560 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080512 FILED AS OF DATE: 20080514 DATE AS OF CHANGE: 20080514 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RAM ENERGY RESOURCES INC CENTRAL INDEX KEY: 0001282648 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 200700684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5100 E SKELLY DRIVE - SUITE 650 CITY: TULSA STATE: OK ZIP: 74135 BUSINESS PHONE: 918-663-2800 MAIL ADDRESS: STREET 1: 5100 E SKELLY DRIVE - SUITE 650 CITY: TULSA STATE: OK ZIP: 74135 FORMER COMPANY: FORMER CONFORMED NAME: TREMISIS ENERGY ACQUISITION CORP DATE OF NAME CHANGE: 20040304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ING BARINGS US LEVERAGED EQUITY PLAN LLC CENTRAL INDEX KEY: 0001118697 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50682 FILM NUMBER: 08832570 BUSINESS ADDRESS: STREET 1: 55 EAST 52ND ST STREET 2: 37TH FLR CITY: NEW YORK STATE: NY ZIP: 10055 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD CENTRAL INDEX KEY: 0001176000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50682 FILM NUMBER: 08832571 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122841700 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LUIKART JAMES L CENTRAL INDEX KEY: 0001288399 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50682 FILM NUMBER: 08832572 MAIL ADDRESS: STREET 1: 520 MADISON AVE. CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRIEDMAN BRIAN P CENTRAL INDEX KEY: 0001275002 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50682 FILM NUMBER: 08832573 BUSINESS ADDRESS: STREET 1: 520 MADISON AVE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122841700 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ING FURMAN SELZ INVESTORS III LP CENTRAL INDEX KEY: 0001118745 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50682 FILM NUMBER: 08832574 BUSINESS ADDRESS: STREET 1: 55 E 52ND ST STREET 2: 37TH FLR CITY: NEW YORK STATE: NY ZIP: 10055 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FS PRIVATE INVESTMENTS III LLC CENTRAL INDEX KEY: 0001140765 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50682 FILM NUMBER: 08832575 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122841700 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2008-05-12 1 0001282648 RAM ENERGY RESOURCES INC RAME 0001140765 FS PRIVATE INVESTMENTS III LLC C/O JEFFERIES CAPITAL PARTNERS 520 MADISON AVENUE NEW YORK NY 10022 0 0 0 1 See footnote (3) 0001118745 ING FURMAN SELZ INVESTORS III LP 55 EAST 52ND STREET 37TH FLOOR NEW YORK, NY 10055 0 0 0 1 See footnote (3) 0001275002 FRIEDMAN BRIAN P C/O JEFFERIES CAPITAL PARTNERS 520 MADISON AVENUE NEW YORK, NY 10022 0 0 0 1 See footnote (3) 0001288399 LUIKART JAMES L C/O JEFFERIES CAPITAL PARTNERS 520 MADISON AVENUE NEW YORK, NY 10022 0 0 0 1 See footnote (3) 0001176000 ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD 520 MADISON AVENUE 8TH FLOOR NEW YORK, NY 10022 0 0 0 1 See footnote (3) 0001118697 ING BARINGS US LEVERAGED EQUITY PLAN LLC 55 EAST 52ND STREET 37TH FLOOR NEW YORK, NY 10055 0 0 0 1 See footnote (3) Common Stock 2008-05-12 4 X 0 96456 5.00 A 1475491 I See footnote Common Stock 2008-05-12 4 X 0 317174 5.00 A 1792665 I See footnote Common Stock 2008-05-12 4 X 0 41560 5.00 A 1834225 I See footnote Warrants to Purchase Common Stock 5.00 2008-05-12 4 X 0 96456 0 D 2007-11-29 2008-05-12 Common Stock 96456 358734 I See footnote Warrants to Purchase Common Stock 5.00 2008-05-12 4 X 0 317174 0 D 2007-11-29 2008-05-12 Common Stock 317174 41560 I See footnote Warrants to Purchase Common Stock 5.00 2008-05-12 4 X 0 41560 0 D 2007-11-29 2008-05-12 Common stock 41560 0 I See footnote See Exhibit 99 - Footnote 1 See Exhibit 99 - Footnote 2 See Exhibit 99 - Footnote 3 /s/ James L. Luikart 2008-05-14 EX-99 2 fsprivate-ex99_051208.txt EXHIBIT 99 1. FS Private Investments III LLC ("FS Private"), Brian P. Friedman and James L. Luikart may be deemed to own beneficially and indirectly the shares of common stock, par value $0.001 (the "Common Stock"), of RAM Energy Resources, Inc. (the "Issuer") held for the accounts of (i) ING Barings U.S. Leveraged Equity Plan LLC ("ING US"), which beneficially owns 388,677 shares of Common Stock; (ii) ING Furman Selz Investors III L.P. ("ING Furman"), which beneficially owns 1,278,078 shares of Common Stock and (iii) ING Barings Global Leveraged Equity Plan Ltd. ("ING Barings" and, together with FS Private, ING Furman, ING US, Mr. Friedman and Mr. Luikart, collectively, the "Reporting Persons"), which beneficially owns 167,470 shares of Common Stock. FS Private is the manager of ING US, ING Furman and ING Barings, and has the power to vote or direct the vote, and to dispose or to direct the disposition of, the shares of Common Stock reported herein which are held for the accounts of ING Barings, ING US and ING Furman, and, in such capacity, may be deemed to beneficially own the shares of Common Stock reported herein which are held for the accounts of ING US, ING Furman and ING Barings. FS Private disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein. Mr. Luikart and Mr. Friedman are managing members of FS Private, and, in such capacity, may be deemed to beneficially own the shares of Common Stock reported herein which are held for the accounts of ING US, ING Furman and ING Barings. Mr. Luikart and Mr. Friedman disclaim beneficial ownership of the shares of Common Stock reported herein except to the extent of their pecuniary interest therein. 2. On May 12, 2008, ING US exercised Warrants (as defined herein) to purchase 96,456 shares of Common Stock, ING Furman exercised Warrants to purchase 317,174 shares of Common Stock and ING Barings exercised Warrants to purchase 41,560 shares of Common Stock. ING US, ING Furman and ING Barings originally received shares of Common Stock and warrants to purchase shares of Common Stock (the "Warrants") pursuant to the Agreement and Plan of Merger, by and among the Issuer, Ascent Acquisition Corp. and Ascent Energy Inc. ("Ascent"), dated as of October 16, 2007 (the "Merger Agreement"), and the Note Holder Payoff and Recapitalization Agreement, dated as of October 16, 2007, by and among Ascent, South Louisiana Property Holdings, Inc. and the other parties listed on the signature pages thereto (the "Recapitalization Agreement"). ING US, ING Furman and ING Barings received the shares of Common Stock and Warrants reported herein upon the consummation of the transactions contemplated by the Merger Agreement and the Recapitalization Agreement on November 29, 2007. 3. Each of (i) Jefferies High Yield Trading, LLC ("Trading"), which beneficially owns 13,279,316 shares of Common Stock; (ii) Jefferies & Company, Inc. ("Jefferies"), which beneficially owns 1,927,816 shares of Common Stock and may be deemed to beneficially own the shares of Common Stock held for the account of Trading; (iii) Jefferies Group, Inc. ("Group"), which may be deemed to beneficially own the shares of Common Stock held for the accounts of Trading and Jefferies; and (iv) Jefferies High Yield Holdings, LLC ("Holdings" and, together with Trading, Jefferies and Group, "Jefferies Company"), which may be deemed to beneficially own the shares of Common Stock held for the account of Trading, may be considered an affiliate of the Reporting Persons and the Reporting Persons may be deemed to beneficially own the shares of Common Stock held by Jefferies Company. In addition, the Reporting Persons and Jefferies Company may coordinate their decisions or actions relating to the holding, voting and/or disposition of the shares of Common Stock beneficially owned by each such person. Each of the Reporting Persons expressly disclaims (a) beneficial ownership of the shares of Common Stock beneficially owned by Jefferies Company and (b) that the Reporting Persons and Jefferies Company constitute a "group" or "person" for purposes of Section 13 of the Securities Exchange Act of 1934, as amended. FS PRIVATE INVESTMENTS III LLC By: /s/ James L. Luikart ----------------------------- Name: James L. Luikart Title: Manager ING FURMAN SELZ INVESTORS III L.P. By: FS Private Investments III LLC, as Manager By: /s/ James L. Luikart ----------------------------- Name: James L. Luikart Title: Manager /s/ Brian P. Friedman - -------------------------------- Brian P. Friedman /s/ James L. Luikart - ------------------------------- James L. Luikart ING BARINGS GLOBAL LEVERAGED EQUITY PLAN By: FS Private Investments III LLC, as Manager By: /s/ James L. Luikart ----------------------------- Name: James L. Luikart Title: Manager ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC By: FS Private Investments III LLC, as Manager By: /s/ James L. Luikart ----------------------------- Name: James L. Luikart Title: Manager -----END PRIVACY-ENHANCED MESSAGE-----