1
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
James L. Luikart
Tax ID No.579-54-572
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
|
4
|
Source of Funds (See Instructions)
OO
|
5
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
[ ]
|
6
|
Citizenship or Place of Organization
United States
|
|
Number of
Shares of Common Stock
Beneficially
Owned by
Each
Reporting
Person With
|
|
7
8
9
10
|
|
Sole Voting Power
0
Shared Voting Power
1,834,225
Sole Dispositive Power
0
Shared Dispositive Power
1,834,225
|
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,834,225
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain shares of Common Stock
(See Instructions)
[ ]
|
13
|
Percent of Class Represented by Amount in Row (11)
3.0%
|
14
|
Type of Reporting Person (See Instructions)
IN
|
Item 1. Security and Interest
This Schedule 13D
(the "
Schedule 13D
") relates to the common stock of RAM Energy Resources,
Inc. (the "
Issuer
"), par value $0.0001 per share (the "
Common Stock
"), and is
being filed on behalf of the Reporting Persons (as defined below). The address
of the principal executive offices of the Issuer is 5100 East Skelly Drive,
Suite 650, Tulsa, Oklahoma 74135.
Item 2. Identity and Background
(a)
This Schedule 13D is filed by (i) FS Private
Investments III LLC ("
FS Private
"), (ii) ING Barings U.S. Leveraged
Equity Plan LLC ("
ING US
"), (iii) ING Furman Selz Investors III L.P.
("
ING Furman
"), (iv) Brian P. Friedman and (v) James L. Luikart (the
persons mentioned in (i) through (v) are referred to as the "
Reporting
Persons
"). This Schedule 13D reports shares held for the account of ING
Barings Global Leveraged Equity Plan Ltd. ("
ING GLobal
"), ING US and ING
Furman.
(b)
The address of the principal business office of
each of the Reporting Persons is 520 Madison Avenue, 12th Floor, New York, NY
10022.
(c)
The primary business of ING Global, ING US and
Furman is investing in securities. Private Equity Fund which invest in private
and publicly-traded companies). FS Private is the manager of ING Global, ING US
and ING Furman. The principal business of FS Private is to provide management
and advisory services to ING Global, ING US and ING Furman. Mr. Luikart and Mr.
Friedman are managing members of FS Private. The principal business of Mr.
Friedman and Mr. Luikart is investment management.
(d)
None of the Reporting Persons has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e)
None of the Reporting Persons has, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f)
FS Private and ING US are a limited liability
company organized in Delaware. ING Global is limited corporation organized in
Bermuda. ING Furman is a limited partnership organized in Delaware. Mr. Friedman
and Mr. Luikart are individuals residing in the United States.
Item 3. Source and Amount of
Funds or Other Consideration
On October 16, 2007,
the Issuer entered into an Agreement and Plan of Merger (the "
Merger
Agreement
"; a copy of which is incorporated herein by reference to Exhibit
10.2) with Ascent Energy Inc. ("
Ascent
") and Ascent Acquisition Corp., a
wholly owned subsidiary of the Issuer (the "
Merger Subsidiary
"), pursuant
to which the Merger Subsidiary would merge with and into Ascent and Ascent would
be the surviving entity and a wholly-owned subsidiary of the Issuer (such
transaction, the "
Merger
"). On the same date, in connection with the
Merger, Ascent entered into a Note Holder Payoff and Recapitalization Agreement
(the "
Recapitalization Agreement
"; a copy of which is incorporated herein
by reference to Exhibit 10.3, and, together with the Merger Agreement, the
"
Agreements
") with South Louisiana Property Holdings, Inc., ING Global,
ING US, ING Furman, and certain other holders (together with ING Global, ING US
and ING Furman, collectively the "
Ascent Holders
") of the following
securities of Ascent: (i) the 16% Senior Notes due 2010 (the "
Ascent Senior
Notes
"), (ii) the 11 3/4% Senior Subordinated Notes due 2010 (the "
Ascent
Senior Subordinated Notes
"), (iii) the 8% Series A Preferred Stock, par
value $0.001 per share (the "
Ascent Preferred Stock
"), and (iv) warrants
(the "
Ascent Warrants
") to purchase shares of common stock, par value
$0.001 per share, of Ascent (the "
Ascent Common Stock
") and, together
with the Ascent Senior Notes, the Ascent Senior Subordinated Notes, the Ascent
Preferred Stock and the Ascent Warrants, the "
Ascent Securities
").
On November 29, 2007
(the "
Closing Date"
), the Merger was consummated and the
transactions contemplated by the Recapitalization Agreement were consummated.
Pursuant to the Agreements, the Ascent Holders received a combination of one or
more of the following in exchange for the Ascent Securities held by the Ascent
Holders: cash, shares of Common Stock and/or warrants to purchase shares of
Common Stock (the "Warrants"). ING Global received a certain amount of cash,
125,910 shares of Common Stock and Warrants to purchase 41,560 shares of Common
Stock. ING US received a certain amount of cash, 292,221 shares of Common Stock
and Warrants to purchase 96,456 shares of Common Stock. ING Furman received a
certain amount of cash, 960,904 shares of Common Stock and Warrants to purchase
317,374 shares of Common Stock. The Warrants have an initial exercise price of
$5.00 per share (subject to adjustment), are exercisable immediately and expire
on May 11, 2008.
Item 4. Purpose of Transaction
See Item 3.
Item 5. Interest in Securities
of the Issuer
(a)
Amount and Percentage of Class Beneficially Owned.
FS Private is the manager of ING Global, ING US and ING Furman,
and has the power to vote or to direct the vote, and to dispose or to direct the
disposition of, the shares of Common Stock and Warrants reported herein which
are held for the accounts of ING Global, ING US and ING Furman, and, in such
capacity, may be deemed to beneficially own the shares of Common Stock and
Warrants reported herein which are held for the accounts of ING Global, ING US
and ING Furman. 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 and Warrants reported herein which are held for the accounts of ING
Global, ING US and ING Furman.
Amount Beneficially Owned:
(1)
1
Each of (i) Jefferies High Yield Trading, LLC ("
Trading
"),
which beneficially owns 12,348,636 shares of Common Stock and 4,076,035
Warrants; (ii) Jeffries & Company, Inc. ("
Jefferies
"), which
beneficially owns 1,449,399 shares of Common Stock and 478,417 Warrants and may
be deemed to beneficially own the shares of Common Stock and Warrants held for
the account of Trading; (iii) Jefferies Group, Inc. ("
Group
"), which may
be deemed to beneficially own the shares of Common Stock and Warrants 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 and Warrants 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 and Warrants 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 and Warrants 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 Exchange Act (as defined herein).
As of the date hereof:
1.
|
|
FS Private may be deemed to be the beneficial owner of 1,834,225 shares of
Common Stock. This number consists of (A) 125,910 shares of Common Stock held
for the account of ING Global, (B) 292,221 shares of Common Stock held for the
account of ING US, (C) 960,904 shares of Common Stock held for the account of
ING Furman, (D) 41,560 shares of Common Stock that can be obtained by ING Global
upon exercise of Warrants to acquire shares of Common Stock held for the account
of ING Global, (E) 96,456 shares of Common Stock that can be obtained by ING US
upon exercise of Warrants to acquire shares of Common Stock held for the account
of ING Global and (F) 317,174 shares of Common Stock that can be obtained by ING
Furman upon exercise of Warrants to acquire shares of Common Stock held for the
account of ING Furman.
|
2.
|
|
ING US is the beneficial owner of 388,667 shares of Common Stock. This
number consists of (A) 292,221 shares of Common Stock held for its own account and (B)
96,456 shares of Common Stock that can be obtained by ING US upon exercise of Warrants to
acquire shares of Common Stock held for the account of ING US.
|
3.
|
|
ING Furman is the beneficial owner of 1,278,078 shares of Common Stock. This
number consists of (A) 960,904 shares of Common Stock held for the account of
ING Furman and (B) 317,174 shares of Common Stock that can be obtained by ING
Furman upon exercise of Warrants to acquire shares of Common Stock held for the
account of ING Furman.
|
4.
|
|
Mr. Friedman may be deemed to be the beneficial owner of 1,834,225 shares of
Common Stock. This number consists of (A) 125,910 shares of Common Stock held
for the account of ING Global, (B) 292,221 shares of Common Stock held for the
account of ING US, (C) 960,904 shares of Common Stock held for the account of
ING Furman, (D) 41,560 shares of Common Stock that can be obtained by ING Global
upon exercise of Warrants to acquire shares of Common Stock held for the account
of ING Global, (E) 96,456 shares of Common Stock that can be obtained by ING US
upon exercise of Warrants to acquire shares of Common Stock held for the account
of ING Global and (F) 317,174 shares of Common Stock that can be obtained by ING
Furman upon exercise of Warrants to acquire shares of Common Stock held for the
account of ING Furman.
|
5.
|
|
Mr. Luikart may be deemed to be the beneficial owner of 1,834,225 shares of
Common Stock. This number consists of (A) 125,910 shares of Common Stock held
for the account of ING Global, (B) 292,221 shares of Common Stock held for the
account of ING US, (C) 960,904 shares of Common Stock held for the account of
ING Furman, (D) 41,560 shares of Common Stock that can be obtained by ING Global
upon exercise of Warrants to acquire shares of Common Stock held for the account
of ING Global, (E) 96,456 shares of Common Stock that can be obtained by ING US
upon exercise of Warrants to acquire shares of Common Stock held for the account
of ING Global and (F) 317,174 shares of Common Stock that can be obtained by ING
Furman upon exercise of Warrants to acquire shares of Common Stock held for the
account of ING Furman.
|
Percentage of Class:
The calculations set forth in this Item 4(b)
are based on 60,841,636 shares of Common Stock outstanding. This number was
received by the Reporting Persons directly from the Issuer.
1.
|
|
FS Private may be deemed to be the beneficial owner of approximately 3.0% of the
total number of shares of Common Stock outstanding, calculated in accordance
with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
|
2.
|
|
ING US may be deemed to be the beneficial owner of approximately .64% of the
total number of shares of Common Stock outstanding, calculated in accordance
with Rule 13d-3(d)(1)(i) under the Exchange Act.
|
3.
|
|
ING Furman is the beneficial owner of approximately 2.1% of the total number of
shares of Common Stock outstanding, calculated in accordance with Rule
13d-3(d)(1)(i) under the Exchange Act.
|
4.
|
|
Mr. Friedman may be deemed to be the beneficial owner of approximately 3.0% of
the total number of shares of Common Stock outstanding, calculated in accordance
with Rule 13d-3(d)(1)(i) under the Exchange Act.
|
5.
|
|
Mr. Luikart may be deemed to be the beneficial owner of approximately 3.0% of
the total number of shares of Common Stock outstanding, calculated in accordance
with Rule 13d-3(d)(1)(i) under the Exchange Act.
|
(b)
Number of shares as to which such person has:
1.
FS Furman
|
|
Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote:
1,834,225
Sole power to dispose or to direct the disposition of: 0
Shared power to dispose
or to direct the disposition of: 1,834,225
|
2.
ING US
|
|
Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 388,677
Sole power to dispose or to direct the disposition of: 0
Shared power to dispose or to direct the disposition of: 388,677
|
3.
ING Furman
|
|
Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 1,278,078
Sole power to dispose or to direct the disposition of: 0
Shared power to dispose or to direct the disposition of: 1,278,078
|
4.
Mr. Friedman
|
|
Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 1,834,225
Sole power to dispose or to direct the disposition of: 0
Shared power to dispose or to direct the disposition of: 1,834,225
|
5.
Mr. Luikart
|
|
Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 1,834,225
Sole power to dispose or to direct the disposition of: 0
Shared power to dispose or to direct the disposition of: 1,834,225
|
The filing of this
Schedule 13D shall not be construed as an admission that FS Private, ING Global,
ING US, ING Furman, Mr. Friedman or Mr. Luikart is, for purposes of Sections
13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of
any shares not held directly for the account of each such person covered by this
Schedule 13D.
(c)
Not Applicable.
(d)
Not Applicable.
(e)
Not Applicable.
Item 6.
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer
(2)
2
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 (i) beneficial
ownership of the shares of Common Stock held by Jefferies Company and (ii) that
the Reporting Persons and Jefferies Company constitute a "group" or "person" for
purposes of Section 13 of the Exchange Act.
Upon consummation of
the Merger and the transactions contemplated by the Reorganization Agreement, on
November 29, 2007, ING US and ING Furman entered into Voting
Agreements with the Issuer (the "
Voting Agreements
"; which are
incorporated herein by reference to Exhibits 10.4 and 10.5), pursuant to
which ING US and ING Furman agreed to vote in favor of the election
of directors recommended by the Issuer's board of directors through the
Issuer's annual meeting of stockholders to be held in 2009. On the same
date, ING US and ING Furman entered into lock-up letters with the
Issuer (the "
Lock-Up Letters
"; which are incorporated herein by
reference to Exhibits 10.6 and 10.7), in which ING US and ING
Furman agreed, with limited exceptions, not to directly or indirectly sell,
offer or contract to sell or offer, grant any option or warrant for the sale of,
assign, transfer or otherwise dispose of, more than 50% of the total shares of
Common Stock issued to ING US and ING Furman in connection with the Merger. The
term of the Lock-Up Letters began on November 29, 2007 and will end 180 days
thereafter. In addition, ING US and ING Furman entered into the
Registration Rights Agreement, dated as of November 29, 2007, by and among the
Issuer, the Designated Holders named on the signature pages thereto, including
ING US and ING Furman, and FS Private as Holder Representative (the
"
Registration Rights Agreement
"; which is incorporated herein by
reference to Exhibit 10.8), giving the holders of the Common Stock, including
ING Furman, certain registration rights. The descriptions of the Voting
Agreements, Lock-Up Letters and Registration Rights Agreement in the foregoing
paragraph are not intended to be complete and are qualified in their entirety by
reference to the full text of each agreement attached to this Schedule 13D as an
exhibit.
Item 7.
Material to be Filed as Exhibits
10.1
|
Joint Filing Agreement, dated as of December 11, 2007, by and
among the Reporting Persons.
|
10.2
|
Agreement and Plan of Merger, dated October 16, 2007, by and among the Issuer,
Ascent and Merger Subsidiary, incorporated by reference to Exhibit 2.1 to the
Issuer's Current Report on Form 8-K, filed with the Securities and Exchange
Commission on October 18, 2007.
|
10.3
|
Note Holder Payoff and Recapitalization Agreement, dated as of
October 16, 2007, by and among Ascent, South Louisiana Property Holdings, Inc.,
ING US, ING Furman and the other Ascent Holders, incorporated by reference to
Exhibit 10.3 to the Schedule 13D filed by Jefferies & Company, Inc.,
Jefferies Group, Inc., Jefferies High Yield Trading, LLC and Jefferies Holdings,
LLC on December 10, 2007.
|
10.4
|
Voting Agreement, dated as of November 29, 2007, by and between
the Issuer and ING US.
|
10.5
|
Voting Agreement, dated as of November 29, 2007, by and between
the Issuer and ING Furman.
|
10.6
|
Letter Agreement, dated as of November 29, 2007 by and between
the Issuer and ING US.
|
10.7
|
Letter Agreement, dated as of November 29, 2007, by and between
the Issuer and ING Furman.
|
10.8
|
Registration Rights Agreement, dated as of November 29, 2007, by
and among the Issuer, the Designated Holders named on the signature pages
thereto and FS Private as Holder Representative, incorporated by reference to
Exhibit 10.8 to the Schedule 13D filed by Jefferies & Company, Inc.,
Jefferies Group, Inc., Jefferies High Yield Trading, LLC and Jefferies Holdings,
LLC on December 10, 2007.
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this Schedule 13D is true, complete and correct.
Date: December 11, 2007
|
FS PRIVATE INVESTMENTS III LLC
By:
/s/ Brian F. Friedman
Name: Brian
P. Friedman
Title: Managing Member
ING BARINGS U.S. LEVERAGED
EQUITY PLAN LLC
By: FS Private Investments
III LLC,
as Manager
By:
/s/ Brian F. Friedman
Name: Brian
P. Feldman
Title: Managing Member
ING FURMAN SELZ INVESTORS III L.P.
By: FS Private Investments
III LLC,
as Manager
By:
/s/ Brian F. Friedman
Name: Brian
P. Feldman
Title: Managing Member
|
|
/s/ Brian F. Friedman
Brian P. Friedman
|
|
/s/ James L. Luikart
James L. Luikart
|
Exhibit Index
10.1
|
Joint Filing Agreement, dated as of December 11, 2007, by and
among the Reporting Persons.
|
10.2
|
Agreement and Plan of Merger, dated October 16, 2007, by and among the Issuer,
Ascent and Merger Subsidiary, incorporated by reference to Exhibit 2.1 to the
Issuer's Current Report on Form 8-K, filed with the Securities and Exchange
Commission on October 18, 2007.
|
10.3
|
Note Holder Payoff and Recapitalization Agreement, dated as of
October 16, 2007, by and among Ascent, South Louisiana Property Holdings, Inc.,
ING US, ING Furman and the other Ascent Holders, incorporated by reference to
Exhibit 10.3 to the Schedule 13D filed by Jefferies & Company, Inc.,
Jefferies Group, Inc., Jefferies High Yield Trading, LLC and Jefferies Holdings,
LLC on December 10, 2007.
|
10.4
|
Voting Agreement, dated as of November 29, 2007, by and between
the Issuer and ING US.
|
10.5
|
Voting Agreement, dated as of November 29, 2007, by and between
the Issuer and ING Furman.
|
10.6
|
Letter Agreement, dated as of November 29, 2007 by and between
the Issuer and ING US.
|
10.7
|
Letter Agreement, dated as of November 29, 2007, by and between
the Issuer and ING Furman.
|
10.8
|
Registration Rights Agreement, dated as of November 29, 2007, by
and among the Issuer, the Designated Holders named on the signature pages
thereto and FS Private as Holder Representative, incorporated by reference to
Exhibit 10.8 to the Schedule 13D filed by Jefferies & Company, Inc.,
Jefferies Group, Inc., Jefferies High Yield Trading, LLC and Jefferies Holdings,
LLC on December 10, 2007.
|
Exhibit 1
JOINT FILING AGREEMENT
The undersigned
hereby agree that the Schedule 13D with respect to the Common Stock of RAM
Energy Resources, Inc., dated as of December 11, 2007, is, and any amendments
thereto (including amendments on Schedule 13G) signed by each of the undersigned
shall be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended.
Date: December 11, 2007
|
FS PRIVATE INVESTMENTS III LLC
By:
/s/ Brian F. Friedman
Name: Brian
P. Friedman
Title: Managing Member
ING BARINGS U.S. LEVERAGED
EQUITY PLAN LLC
By: FS Private Investments
III LLC,
as Manager
By:
/s/ Brian F. Friedman
Name: Brian
P. Feldman
Title: Managing Member
ING FURMAN SELZ INVESTORS III L.P.
By: FS Private Investments
III LLC,
as Manager
By:
/s/ Brian F. Friedman
Name: Brian
P. Feldman
Title: Managing Member
|
|
/s/ Brian F. Friedman
Brian P. Friedman
|
|
/s/ James L. Luikart
James L. Luikart
|
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