SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on June 2, 2008
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 4)1
VAALCO Energy,
Inc.
(Name of
Issuer)
Common Stock, $0.10 par
value
(Title of
Class of Securities)
91851C201
(CUSIP
Number)
STEVEN
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65 East
55th Street
New York,
New York 10022
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
May 29,
2008
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1
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
disclosures provided in a prior cover page.
The
information required on 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. 91851C201
|
1
|
NAME
OF REPORTING PERSON
NANES DELORME PARTNERS I
LP
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
2,861,100
|
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
2,861,100
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,861,100
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 91851C201
|
1
|
NAME
OF REPORTING PERSON
NANES BALKANY PARTNERS
LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
2,861,100
|
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
2,861,100
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,861,100
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
3
CUSIP
NO. 91851C201
|
1
|
NAME
OF REPORTING PERSON
NANES BALKANY MANAGEMENT
LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
2,861,100
|
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
2,861,100
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,861,100
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
4
CUSIP
NO. 91851C201
|
1
|
NAME
OF REPORTING PERSON
JULIEN
BALKANY
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
FRANCE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
2,861,100
|
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
2,861,100
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,861,100
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
5
CUSIP
NO. 91851C201
|
1
|
NAME
OF REPORTING PERSON
DARYL
NANES
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
2,861,100
|
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
2,861,100
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,861,100
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
6
CUSIP
NO. 91851C201
The following constitutes Amendment No.
4 to the Schedule 13D filed by the undersigned (“Amendment No.
4”). This Amendment No. 4 amends the Schedule 13D as specifically set
forth.
Item
3. Source and Amount of Funds
or Other Consideration.
The first paragraph of Item 3 is hereby
amended and restated as follows:
The aggregate purchase price of the
2,861,100 Shares owned in the aggregate by Nanes Delorme Partners is
approximately $13,232,301. The Shares owned by Nanes Delorme Partners
were acquired with partnership funds.
Item
5. Interest in Securities of
the Issuer.
Item 5(a)
is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares
reported owned by each person named herein is based upon 59,107,813 Shares
outstanding, which is the total number of Shares reported to be outstanding as
of April 30, 2008 in the Issuer’s Quarterly Report on Form 10-Q, as filed with
the Securities and Exchange Commission on May 9, 2008.
As of the close of business May 30,
2008, Nanes Delorme Partners beneficially owned 2,861,100 Shares, constituting
approximately 4.8% of the Shares outstanding. As the general partner
of Nanes Delorme Partners, Nanes Balkany Partners may be deemed to beneficially
own the 2,861,100 Shares owned by Nanes Delorme Partners, constituting
approximately 4.8% of the Shares outstanding. As the investment
manager of Nanes Delorme Partners, Nanes Balkany Management may be deemed to
beneficially own the 2,861,100 Shares owned by Nanes Delorme Partners,
constituting approximately 4.8% of the Shares outstanding. As the
managing members of Nanes Balkany Partners and Nanes Balkany Management, Messrs.
Balkany and Nanes may be deemed to beneficially own the 2,861,100 Shares owned
by Nanes Delorme Partners, constituting approximately 4.8% of the Shares
outstanding. Messrs. Balkany and Nanes have sole voting and
dispositive power with respect to the 2,861,100 Shares owned by Nanes Delorme
Partners by virtue of their authority to vote and dispose of such
Shares. Nanes Balkany Partners, Nanes Balkany Management and Messrs.
Balkany and Nanes disclaim beneficial ownership of the Shares held by Nanes
Delorme Partners, except to the extent of their pecuniary interest
therein.
Item 5(c) is hereby amended and
restated to read as follows:
(c) Schedule
A annexed hereto lists all transactions in the Shares by the Reporting Persons
since the filing of Amendment No. 3 to the Schedule 13D. All of such
transactions were effected in the open market.
Item 5(e) is hereby amended and
restated to read as follows:
(e) Effective
May 30, 2008, the Reporting Persons ceased to be the beneficial owners of more
than 5% of the Shares of the Issuer.
7
CUSIP
NO. 91851C201
SIGNATURES
After reasonable inquiry and to the
best of his knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
|
Dated: June
2, 2008
|
NANES
DELORME PARTNERS I LP
|
||
|
By:
|
Nanes
Balkany Partners LLC
General
Partner
|
||
|
By:
|
/s/ Daryl Nanes | ||
|
Name:
Daryl Nanes
Title: Managing
Member
|
|||
|
NANES
BALKANY PARTNERS LLC
|
||
|
By:
|
/s/ Daryl Nanes | |
|
Name:
Daryl Nanes
Title: Managing
Member
|
||
|
NANES
BALKANY MANAGEMENT LLC
|
||
|
By:
|
/s/ Daryl Nanes | |
|
Name:
Daryl Nanes
Title: Managing
Member
|
||
|
DARYL
NANES
|
|
| /s/ Daryl Nanes | |
|
Individually
and as attorney-in-fact for Julien
Balkany
|
8
CUSIP
NO. 91851C201
SCHEDULE
A
Transactions in the Shares
Since the Filing of Amendment No. 3 to the Schedule 13D
|
Shares of Common Stock
Sold
|
Price
Per Share($U.S.)
|
Date
of Sale
|
NANES DELORME PARTNERS I
LP
|
586,000
|
7.6793
|
05/28/08
|
|
533,600
|
7.7630
|
05/29/08
|
|
719,300
|
7.3652
|
05/30/08
|
NANES BALKANY PARTNERS
LLC
None
NANES BALKANY MANAGEMENT
LLC
None
JULIEN
BALKANY
None
DARYL
NANES
None
9