|
1
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Jefferies High Yield Holdings, LLC
|
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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
16,424,671
Sole Dispositive Power
0
Shared Dispositive Power
16,424,671
|
|
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,424,671
|
|
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)
25.3%
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14
|
Type of Reporting Person (See Instructions)
OO, HC
|
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) Jefferies & Company, Inc.
("
Jefferies
"), (ii) Jefferies Group, Inc.
("Jefferies Group
"),
(iii) Jefferies High Yield Trading, LLC ("
Trading
") and (iv) Jefferies
High Yield Holdings, LLC
("Holdings
") (the persons mentioned in (i), (ii)
(iii) and (iv) are referred to as the "
Reporting Persons
").
(b)
The address of the principal business office of each of Jefferies and Jefferies
Group is 520 Madison Ave., 12th Floor, New York, NY 10022. The address of the
principal business office of each of Trading and Holdings is The Metro Center,
One Station Place, Three North, Stamford, Connecticut 06902.
(c)
Jefferies is a registered broker-dealer that engages in a diversified securities
business, including investment banking and sales and trading in securities.
Jefferies Group is a full-service global investment bank and institutional
securities firm. Trading is a registered broker-dealer and conducts a secondary
high yield brokerage and trading business. Holdings is a holding company and the
sole owner of Trading.
(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)
Except as set forth below, 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.
On
December 1, 2006, Jefferies consent to an order of the Securities and Exchange
Commission instituting administrative and cease-and-desit proceedings, making
findings, and imposing remedial sanctions and a cease and desist order. The
proceedings related to travel and entertainment expenses and the giving of gifts
to employees of a mutual fund complex, as well as trading with and for the
mutual fund complex. The order, among other things, censured Jefferies, required
Jefferies to cease and desist from committing or causing violations of section
17(A)(1) of the Exchange Act and Rule 17A-3, and required Jefferies to pay
disgorgement and interest.
(f)
Jefferies and Jefferies Group are corporations organized in Delaware. Trading
and Holdings are limited liability companies organized in Delaware.
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., Jefferies, Trading and certain other holders (together with
Jefferies and Trading, 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
" and, together with
the Ascent Senior Notes, the Ascent Senior Subordinated Notes and the Ascent
Preferred Stock, the "
Ascent Securities
") to purchase shares of the
common stock, par value $0.001 per share, of Ascent (the "
Ascent Common
Stock
").
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 or one or more of the following in exchange for the Ascent
Securities held by the Ascent Holders; cash, shares of Common Stock and warrants
to purchase shares of Common Stock (the "
Warrants
"). Jefferies received a
certain amount of cash, 1,449,398 shares of Common Stock and Warrants to
purchase 478,417 shares of Common Stock. Trading received a certain amount of
cash, 12,348,636 shares of Common Stock and Warrants to purchase 4,076,035
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.
[Prior
to the Closing Date, Jefferies held one (1) share of Common Stock, which it
acquired in the ordinary course of business.
Item 4. Purpose of
Transaction
See Item 3.
Item 5. Interest in
Securities of the Issuer
(a) Amount and Percentage of Class Beneficially Owned.
Jefferies
has a service agreement with Trading, pursuant to which Trading has granted to
Jefferies the power to vote or direct the vote, and to dispose or to direct the
disposition of the shares of Common Stock reported herein and held for the
account of Trading, and, accordingly, Jefferies may be deemed to beneficially
own the shares of Common Stock reported herein which are held for the account of
Trading. Holdings is the sole owner of Trading, and, in such capacity, may be
deemed to beneficially own the shares of Common Stock reported herein which are
held for the account of Trading. Jefferies Group is the sole owner of Jefferies
and a member of Holdings, and, in such capacities, may be deemed to beneficially
own the shares of Common Stock reported herein which are held for the accounts
of Jefferies and Holdings.
Amount
Beneficially Owned:(1)
________________
(1) Each of (i) ING Barings Global Leveraged Equity Plan Ltd.
("
ING Barings
"), which beneficially owns 167, 470 shares of Common Stock;
(ii) ING Barings U.S. Leveraged Equity Plan LLC ("
ING US
"), which
beneficially owns 388,677 shares of Common Stock; and (iii) ING Furman Seiz
Investors III LP ("
Furman
" and, together with ING Barings and ING US,
collectively, "
Jefferies Capital Partners
") may be considered an
affiliate of the Reporting Persons for purposes of Section 13 of the Exchange
Act, and the Reporting Persons may be deemed to beneficially own the shares of
Common Stock held by Jefferies Capital Partners. Each of the Reporting Persons
expressly disclaims (i) beneficial ownership of the shares of Common Stock held
by Jefferies Capital Partners and (ii) that the Reporting Persons and Jefferies
Capital Partners constitute a "group" for purposes of Section 13 of the Exchange
Act.
As
of the date hereof:
|
|
1.
|
Jefferies may be deemed to be the beneficial owner of 18,352,487
shares of Common Stock. This number consists of (A) 1,449,399 shares of Common
Stock held for its own account, (B) 12,348,636 shares of Common Stock held for
the account of Trading, (C) 478,417 shares of Common Stock that can be obtained
by Jefferies upon exercise of Warrants to acquire shares of Common Stock held for
its own account and (D) 4,076,035 shares of Common Stock that can be obtained by
Trading upon exercise of Warrants to acquire shares of Common Stock held for
the account of Trading.
|
|
|
2.
|
Jefferies Group may be deemed to be the beneficial owner of 18,352,487 shares of
Common Stock. This number consists of (A) 1,449,399 shares of Common Stock held
for the account of Jefferies, (B) 12,348,636 shares of Common Stock held for the
account of Trading, (C) 478,417 shares of Common Stock that can be obtained by
Jefferies upon exercise of Warrants to acquire shares of Common Stock and held
for the account of Jefferies and (D) 4,076,035 shares of Common Stock that can
be obtained by Trading upon exercise of Warrants to acquire shares of Common
Stock held for the account of Trading.
|
|
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3.
|
Trading may be deemed to be the beneficial owner of 16,424,671 shares of Common
Stock. This number consists of (A) 12,348,636 shares of Common Stock held for
its own account and (B) 4,076,035 shares of Common Stock that can be obtained by
Trading upon exercise of Warrants to acquire shares of Common Stock held of the
account of Trading.
|
|
|
4.
|
Holdings may be deemed to be the beneficial owner of 16,424,671 shares of Common
Stock. This number consists of (A) 12,348,636 shares of Common Stock held for
the account of Trading and (B) 4,076,035 shares of Common Stock that can be
obtained by Trading upon exercise of Warrants to acquire shares of Common Stock
held for the account of Trading.
|
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.
|
Jefferies may be deemed to be the beneficial owner of approximately 28.1% 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.
|
Jefferies Group may be deemed to be the beneficial owner of approximately 28.1%
of the total number of shares of Common Stock outstanding, calculated in
accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
|
|
|
3.
|
Trading may be deemed to be the beneficial owner of approximately 25.3% 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.
|
Holdings may be deemed to be the beneficial owner of approximately 25.3% 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:
|
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1.
|
Jefferies
Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 18,352,487
Sole power to dispose or to direct the disposition of: 0
Shared power to dispose or to direct the disposition of: 18,352,487
|
|
|
2.
|
Jefferies Group
Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 18,352,487
Sole power to dispose or to direct the disposition of: 0
Shared power to dispose or to direct the disposition of: 18,352,487
|
|
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3.
|
Trading
Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 16,424,671
Sole power to dispose or to direct the disposition of: 0
Shared power to dispose or to direct the disposition of: 16,424,671
|
|
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4.
|
Holdings
Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 16,424,671
Sole power to dispose or to direct the disposition of: 0
Shared power to dispose or to direct the disposition of: 16,424,671
|
The filing of this Schedule 13D shall not be construed as an admission that
Jefferies, Trading, Holdings, or Jefferies Group 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 Reporting 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 Capital Partners may
coordinate their decisions or actions relating to the holding, voting or
disposition of the shares of Common Stock owned by each entity. Each of the
Reporting Persons expressly disclaims (i) beneficial ownership of the shares of
Common Stock held by Jefferies Capital Partners and (ii) that the Reporting
Persons and Jefferies Capital Partners constitute a "group" 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, Jefferies and Trading each
entered into a Voting Agreement with the Issuer (the "
Voting Agreements
"); which
are incorporated herein by reference to Exhibit 10.4 and 10.5, respectively),
pursuant to which Jefferies and Trading 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, Jefferies
and Trading each entered into a lock-up letter with the Issuer (the "
Lock-Up
Letters
"; which are incorporated herein by reference to Exhibits 10.6 and 10.7
respectively), in which each of Jefferies and Trading 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 each of Jefferies and Trading 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, Jefferies and Trading 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 Jefferies and Trading, and FS
Private Investments III LLC as Holder Representative (the "
Registration Rights
Agreement
"; which is incorporated by reference to Exhibit 10.8), giving the
holders of the Common Stock, including Jefferies and Trading, certain
registration rights with regard to the Common Stock. The descriptions of the
Voting Agreement, 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 10, 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.
|
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10.3
|
Note Holder Payoff and Recapitalization Agreement, dated as of
October 16, 2007, by and among Ascent, South Louisiana Property Holdings, Inc.,
Jefferies, Trading and the other Ascent Holders.
|
|
10.4
|
Voting Agreement, dated as of November 29, 2007, by and between the
Issuer and Jefferies.
|
|
10.5
|
Voting Agreement, dated as of November 29, 2007, by and between
the Issuer and Trading.
|
|
10.6
|
Letter Agreement, dated as of November 29, 2007, by and between
the Issuer and Jefferies.
|
|
10.7
|
Letter Agreement, dated as of November 29, 2007, by and between
the Issuer and Jefferies.
|
|
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 Investments III LLC as Holder Representative.
|
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 10, 2007
|
JEFFERIES & COMPANY, INC.
By:
/s/ Roland T. Kelly
Name: Roland T. Kelly
Title: Senior Vice President and
Associate General Counsel
JEFFERIES GROUP, INC.
By:
/s/ Roland T. Kelly
Name: Roland T. Kelly
Title: Assistant Secretary
JEFFERIES HIGH YIELD TRADING, LLC
By:
/s/ Robert J. Welch
Name: Robert J. Welch
Title: Chief Financial Officer
JEFFERIES HIGH YIELD HOLDING, LLC
By:
/s/ Robert J. Welch
Name: Robert J. Welch
Title: Chief Financial Officer
|
Exhibit Index
|
10.1
|
Joint Filing Agreement, dated as of December 10, 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.,
Jefferies, Trading and the other Ascent Holders.
|
|
10.4
|
Voting Agreement, dated as of November 29, 2007, by and between the
Issuer and Jefferies.
|
|
10.5
|
Voting Agreement, dated as of November 29, 2007, by and between
the Issuer and Trading.
|
|
10.6
|
Letter Agreement, dated as of November 29, 2007, by and between
the Issuer and Jefferies.
|
|
10.7
|
Letter Agreement, dated as of November 29, 2007, by and between
the Issuer and Jefferies.
|
|
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 Investments III LLC as Holder Representative.
|
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 10, 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 Act.
|
Date: December 10, 2007
|
JEFFERIES & COMPANY, INC.
By:
/s/ Roland T. Kelly
Name: Roland T. Kelly
Title: Senior Vice President and
Associate General Counsel
JEFFERIES GROUP, INC.
By:
/s/ Roland T. Kelly
Name: Roland T. Kelly
Title: Assistant Secretary
JEFFERIES HIGH YIELD TRADING, LLC
By:
/s/ Robert J. Welch
Name: Robert J. Welch
Title: Chief Financial Officer
JEFFERIES HIGH YIELD HOLDING, LLC
By:
/s/ Robert J. Welch
Name: Robert J. Welch
Title: Chief Financial Officer
|
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