- Amended Statement of Ownership (SC 13G/A)
February 16 2010 - 4:28PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
COMPLETE
PRODUCTION SERVICES, INC.
(Name
of Issuer)
Common
Stock, par value $0.01 per share
(Title
of Class of Securities)
20453E109
(CUSIP
Number)
December
31, 2009
(Date
of Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[ ] Rule
13d-1(b)
[ X ] 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).
Continued
on following pages
Page 1
of 11 Pages
Exhibit
Index: Page 10
SCHEDULE
13G
CUSIP
No.: 20453E109
|
|
Page 2
of 11 Pages
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
HARBINGER
CAPITAL PARTNERS MASTER FUND 1, LTD.
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Cayman
Islands
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power
None
|
6.
|
Shared
Voting
Power 7,303,723
|
7.
|
Sole
Dispositive
Power None
|
8.
|
Shared
Dispositive
Power 7,303,723
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,303,723
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[
]
|
11.
|
Percent
of Class Represented by Amount in Row (9)
9.75%
based on 74,893,651 shares outstanding as of October 26,
2009.
|
12.
|
Type
of Reporting Person:
CO
|
SCHEDULE
13G
CUSIP
No.: 20453E109
|
|
Page 3
of 11 Pages
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
HARBINGER
CAPITAL PARTNERS LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power
None
|
6.
|
Shared
Voting
Power 7,303,723
|
7.
|
Sole
Dispositive
Power None
|
8.
|
Shared
Dispositive
Power 7,303,723
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,303,723
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[
]
|
11.
|
Percent
of Class Represented by Amount in Row (9)
9.75%
based on 74,893,651 shares outstanding as of October 26,
2009.
|
12.
|
Type
of Reporting Person:
OO
|
SCHEDULE
13G
CUSIP
No.: 20453E109
|
|
Page 4
of 11 Pages
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
HARBINGER
HOLDINGS, LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power
None
|
6.
|
Shared
Voting
Power 7,303,723
|
7.
|
Sole
Dispositive
Power None
|
8.
|
Shared
Dispositive
Power 7,303,723
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,303,723
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[
]
|
11.
|
Percent
of Class Represented by Amount in Row (9)
9.75%
based on 74,893,651 shares outstanding as of October 26,
2009.
|
12.
|
Type
of Reporting Person:
OO
|
SCHEDULE
13G
CUSIP
No.: 20453E109
|
|
Page 5
of 11 Pages
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
PHILIP
FALCONE
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
United
States of America
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power
None
|
6.
|
Shared
Voting
Power 7,303,723
|
7.
|
Sole
Dispositive
Power None
|
8.
|
Shared
Dispositive
Power 7,303,723
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,303,723
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[
]
|
11.
|
Percent
of Class Represented by Amount in Row (9)
9.75%
based on 74,893,651 shares outstanding as of October 26,
2009.
|
12.
|
Type
of Reporting Person:
IN
|
Page 6 of 11 Pages
Item
1(a).
|
Name
of Issuer:
|
|
Complete
Production Services, Inc. (the “Issuer”)
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
|
11700
Katy Freeway, Suite 300, Houston, TX 77079
|
|
|
Item
2(a).
|
Name
of Person Filing:
|
|
This
Statement is filed on behalf of each of the following persons
(collectively, the “Reporting
Persons”)
|
|
i) Harbinger
Capital Partners Master Fund I, Ltd. (the “Master
Fund”);
|
|
|
|
ii) Harbinger
Capital Partners LLC (“Harbinger LLC”);
|
|
|
|
iii) Harbinger
Holdings, LLC (“Harbinger Holdings”); and
|
|
|
|
iv) Philip
Falcone (“Mr. Falcone”).
|
|
|
|
This
Statement relates to Shares (as defined herein) held for the account of
the Master Fund.
|
Harbinger
LLC serves as the investment manager and investment advisor to the Master
Fund. Harbinger Holdings serves as the manager of Harbinger
LLC. Mr. Falcone serves as the managing member of Harbinger
Holdings and the portfolio manager of the Master Fund. In such
capacity, Harbinger Holdings and Mr. Falcone may be deemed to have voting and
dispositive power over the Shares held for the Master Fund.
Item
2(b).
|
Address of Principal Business
Office or, if None, Residence:
|
|
The
address of the principal business office of each of Harbinger LLC,
Harbinger Holdings and Mr. Falcone is 450 Park Avenue, 30
th
Floor, New York, NY 10022.
|
|
|
|
The
address of the principal business office of the Master Fund is c/o
International Fund Services (Ireland) Limited, Third Floor, Bishop’s
Square, Redmond’s Hill, Dublin 2,
Ireland.
|
Item
2(c).
|
Citizenship:
|
|
|
|
i) The
Master Fund is a Cayman Islands exempted company;
|
|
|
;
|
ii) Harbinger
LLC is a Delaware limited liability company
|
|
|
|
iii) Harbinger
Holdings is a Delaware limited liability company; and
|
|
|
|
iv) Mr.
Falcone is a citizen of the United States of America.
|
|
|
Item
2(d).
|
Title
of Class of Securities:
|
|
Common
Stock, par value $0.01 per share (the
"Shares").
|
Item
2(e).
|
CUSIP
Number:
|
|
20453E109
|
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)
|
[ ]
|
Broker
or dealer registered under Section 15 of the Exchange Act.
|
(b)
|
[ ]
|
Bank
as defined in Section 3(a)(6) of the Exchange Act.
|
(c)
|
[ ]
|
Insurance
company as defined in Section 3(a)(19) of the Exchange Act.
|
(d)
|
[ ]
|
Investment
company registered under Section 8 of the Investment Company
Act.
|
(e)
|
[ ]
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
(f)
|
[ ]
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
|
(g)
|
[ ]
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
|
(h)
|
[ ]
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
|
(i)
|
[ ]
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act.
|
(j)
|
[ ]
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(K).
|
Item
4.
|
Ownership:
|
Item
4(a)
|
Amount
Beneficially Owned:
|
As of
December 31, 2009, each of Harbinger LLC, Harbinger Holdings and Mr. Falcone may
be deemed to be the beneficial owners of 7,303,723 Shares held for the
account of the Master Fund.
Item 4(b)
|
Percent of
Class:
|
The
number of Shares of which each of Harbinger LLC, Harbinger Holdings and Mr.
Falcone may be deemed to be the beneficial owner constitutes approximately 9.75%
of the total number of Shares outstanding (based upon information provided by
the Issuer in its most recently-filed report on Form 10-Q, there
were 74,893,651 shares outstanding as of October 26, 2009).
Item
4(c)
|
Number of Shares of which such
person has:
|
The Master Fund, Harbinger LLC, Harbinger Holdings
and Mr. Falcone:
|
(i)
Sole power to vote or direct the vote:
|
0
|
(ii)
Shared power to vote or direct the vote:
|
7,303,723
|
(iii)
Sole power to dispose or direct the disposition of:
|
0
|
(iv)
Shared power to dispose or direct the disposition of:
|
7,303,723
|
Page 8 of 11 Pages
Item 5.
|
Ownership of Five Percent or
Less of a Class:
|
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following
[ ].
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person:
|
|
This
Item 6 is not applicable.
|
Item
7
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
|
|
|
|
This
Item 7 is not applicable.
|
Item
8.
|
Identification
and Classification of Members of the Group:
|
|
This
Item 8 is not applicable.
|
Item
9.
|
Notice
of Dissolution of Group:
|
|
This
Item 9 is not applicable.
|
Item
10.
|
Certification:
|
By
signing below each of the Reporting Persons certifies that, to the best of their
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, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
Date: February
16, 2010
|
HARBINGER
CAPITAL PARTNERS MASTER FUND I, LTD.
|
|
|
|
|
|
|
By:
|
HARBINGER
CAPITAL PARTNERS LLC
|
|
|
|
|
|
|
By:
|
HARBINGER
HOLDINGS, LLC
|
|
|
|
|
|
|
By:
|
/s/ Philip Falcone
|
|
|
|
Name:
Philip Falcone
|
|
|
|
Title :
Managing Member
|
|
|
|
|
|
Date: February
16, 2010
|
HARBINGER
CAPITAL PARTNERS LLC
|
|
|
|
|
|
|
By:
|
HARBINGER
HOLDINGS, LLC
|
|
|
|
|
|
|
By:
|
/s/ Philip Falcone
|
|
|
|
Name:
Philip Falcone
|
|
|
|
Title :
Managing Member
|
|
|
|
|
|
Date: February
16, 2010
|
HARBINGER
HOLDINGS, LLC
|
|
|
|
|
|
|
By:
|
/s/ Philip Falcone
|
|
|
|
Name:
Philip Falcone
|
|
|
|
Title :
Managing Member
|
|
|
|
|
|
Date: February
16, 2010
|
PHILIP
FALCONE
|
|
|
|
|
|
|
By:
|
/s/ Philip Falcone
|
|
|
|
|
|
EXHIBIT
INDEX
Ex
.
|
|
Page
No
.
|
A
|
Joint
Filing Agreement, dated February 16, 2010 by and among the Reporting
Persons
|
11
|
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned agree that the statement on Schedule 13G with respect to the Common
Stock of Complete Production Services, Inc., dated as of February 16,
2010 is, and any amendments thereto (including amendments on Schedule 13D)
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: February
16, 2010
|
HARBINGER
CAPITAL PARTNERS MASTER FUND I, LTD.
|
|
|
|
|
|
|
By:
|
HARBINGER
CAPITAL PARTNERS LLC
|
|
|
|
|
|
|
By:
|
HARBINGER
HOLDINGS, LLC
|
|
|
|
|
|
|
By:
|
/s/ Philip Falcone
|
|
|
|
Name:
Philip Falcone
|
|
|
|
Title :
Managing Member
|
|
|
|
|
|
Date: February
16, 2010
|
HARBINGER
CAPITAL PARTNERS LLC
|
|
|
|
|
|
|
By:
|
HARBINGER
HOLDINGS, LLC
|
|
|
|
|
|
|
By:
|
/s/ Philip Falcone
|
|
|
|
Name:
Philip Falcone
|
|
|
|
Title :
Managing Member
|
|
|
|
|
|
Date: February
16, 2010
|
HARBINGER
HOLDINGS, LLC
|
|
|
|
|
|
|
By:
|
/s/ Philip Falcone
|
|
|
|
Name:
Philip Falcone
|
|
|
|
Title :
Managing Member
|
|
|
|
|
|
Date: February
16, 2010
|
PHILIP
FALCONE
|
|
|
|
|
|
|
By:
|
/s/ Philip Falcone
|
|
|
|
|
|
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