CUSIP No. 007974108 | PAGE 2 OF 16 PAGES |
1
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NAME OF REPORTING PERSON:
SPO Partners II, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f): o
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
995,715(1)
|
|
8
|
SHARED VOTING POWER:
-0-
|
||
9
|
SOLE DISPOSITIVE POWER:
995,715(1)
|
||
10
|
SHARED DISPOSITIVE POWER:
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
995,715
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.9%
|
||
14
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TYPE OF REPORTING PERSON:
PN
|
(1)
|
Power is exercised through its sole general partner, SPO Advisory Partners, L.P.
|
CUSIP No. 007974108 | PAGE 3 OF 16 PAGES |
1
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NAME OF REPORTING PERSON:
SPO Advisory Partners, L.P.
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
Not Applicable
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f): o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
995,715(1)(2)
|
|
8
|
SHARED VOTING POWER:
-0-
|
||
9
|
SOLE DISPOSITIVE POWER:
995,715(1)(2)
|
||
10
|
SHARED DISPOSITIVE POWER:
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
995,715
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.9%
|
||
14
|
TYPE OF REPORTING PERSON:
PN
|
(1)
|
Solely in its capacity as the sole general partner of SPO Partners II, L.P.
|
(2) | Power is exercised through its sole general partner, SPO Advisory Corp. |
CUSIP No. 007974108 | PAGE 4 OF 16 PAGES |
1
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NAME OF REPORTING PERSON:
San Francisco Partners, L.P.
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f): o
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
California
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
88,955(1)
|
|
8
|
SHARED VOTING POWER:
-0-
|
||
9
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SOLE DISPOSITIVE POWER:
88,955(1)
|
||
10
|
SHARED DISPOSITIVE POWER:
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
88,955
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.2%
|
||
14
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TYPE OF REPORTING PERSON:
PN
|
(1) | Power is exercised through its sole general partner, SF Advisory Partners, L.P. |
CUSIP No. 007974108 | PAGE 5 OF 16 PAGES |
1
|
NAME OF REPORTING PERSON:
SF Advisory Partners, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
Not Applicable
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f): o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
88,955(1)(2)
|
|
8
|
SHARED VOTING POWER:
-0-
|
||
9
|
SOLE DISPOSITIVE POWER:
88,955(1)(2)
|
||
10
|
SHARED DISPOSITIVE POWER:
-0-
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
88,955
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.2%
|
||
14
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TYPE OF REPORTING PERSON:
PN
|
(1) |
Solely in its capacity as the sole general partner of San Francisco Partners, L.P.
|
(2) | Power is exercised through its sole general partner, SPO Advisory Corp. |
CUSIP No. 007974108 | PAGE 6 OF 16 PAGES |
1
|
NAME OF REPORTING PERSON:
SPO Advisory Corp.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
Not Applicable
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f): o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
1,084,670(1)(2)
|
|
8
|
SHARED VOTING POWER:
-0-
|
||
9
|
SOLE DISPOSITIVE POWER:
1,084,670(1)(2)
|
||
10
|
SHARED DISPOSITIVE POWER:
-0-
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,084,670
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.1%
|
||
14
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TYPE OF REPORTING PERSON:
CO
|
(1) |
Solely in its capacity as the sole general partner of SPO Advisory Partners, L.P. with respect to 995,715 of such shares; and solely in its capacity as the sole general partner of SF Advisory Partners, L.P. with respect to 88,955 of such shares.
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(2) | Power is exercised through its three controlling persons, John H. Scully, Edward H. McDermott and Eli J. Weinberg. |
CUSIP No. 007974108 | PAGE 7 OF 16 PAGES |
1
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NAME OF REPORTING PERSON:
John H. Scully
|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
Not Applicable
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f): o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
4,607(1)
|
|
8
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SHARED VOTING POWER:
1,084,670(2)
|
||
9
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SOLE DISPOSITIVE POWER:
4,607(1)
|
||
10
|
SHARED DISPOSITIVE POWER:
1,084,670(2)
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,089,277
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.1%
|
||
14
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TYPE OF REPORTING PERSON:
IN
|
(1) |
Of these shares, 400 shares are held in the John H. Scully individual retirement accounts, which are self-directed and 4,207 shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as controlling person, director and executive officer of Phoebe Snow Foundation, Inc.
|
(2) | These shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as one of three controlling persons of SPO Advisory Corp. |
CUSIP No. 007974108 | PAGE 8 OF 16 PAGES |
1
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NAME OF REPORTING PERSON:
Edward H. McDermott
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
Not Applicable
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f): o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
-0-
|
|
8
|
SHARED VOTING POWER:
1,084,670(1)
|
||
9
|
SOLE DISPOSITIVE POWER:
-0-
|
||
10
|
SHARED DISPOSITIVE POWER:
1,084,670(1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,084,670
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.1%
|
||
14
|
TYPE OF REPORTING PERSON:
IN
|
(1) | These shares may be deemed to be beneficially owned by Mr. McDermott solely in his capacity as one of three controlling persons of SPO Advisory Corp. |
CUSIP No. 007974108 | PAGE 9 OF 16 PAGES |
1
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NAME OF REPORTING PERSON:
Phoebe Snow Foundation, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f): o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
California
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
4,207(1)
|
|
8
|
SHARED VOTING POWER:
-0-
|
||
9
|
SOLE DISPOSITIVE POWER:
4,207(1)
|
||
10
|
SHARED DISPOSITIVE POWER:
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,207
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
**0.1%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
** |
Denotes less than.
|
(1) | Power is exercised through its controlling person, director and executive officer, John H. Scully. |
CUSIP No. 007974108 | PAGE 10 OF 16 PAGES |
1
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NAME OF REPORTING PERSON:
Eli J. Weinberg
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f): o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
340
|
|
8
|
SHARED VOTING POWER:
1,084,670(1)
|
||
9
|
SOLE DISPOSITIVE POWER:
340
|
||
10
|
SHARED DISPOSITIVE POWER:
1,084,670(1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,085,010
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
(1) | These shares may be deemed to be owned by Mr. Weinberg solely in his capacity as one of three controlling persons of SPO Advisory Corp. |
By:
|
/s/ Kim M. Silva
|
Kim M. Silva
Attorney-in-Fact for:
SPO PARTNERS II, L.P.(1)
SPO ADVISORY PARTNERS, L.P.(1)
SAN FRANCISCO PARTNERS, L.P.(1)
SF ADVISORY PARTNERS, L.P.(1)
SPO ADVISORY CORP.(1)
JOHN H. SCULLY(1)
EDWARD H. McDERMOTT (1)
PHOEBE SNOW FOUNDATION, INC.(1)
ELI J. WEINBERG(1)
(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.
|
Exhibit
|
Document Description
|
A
|
Agreement pursuant to Rule 13d-1(k)
|
B | Underwriting Agreement dated August 7, 2013 (incorporated in this Amendment by reference to Exhibit 1.1 of the Current Report on Form 8-K filed by the Issuer on August 8, 2013) |
By:
|
/s/ Kim M. Silva
|
Kim M. Silva
Attorney-in-Fact for:
SPO PARTNERS II, L.P.(1)
SPO ADVISORY PARTNERS, L.P.(1)
SAN FRANCISCO PARTNERS, L.P.(1)
SF ADVISORY PARTNERS, L.P.(1)
SPO ADVISORY CORP.(1)
JOHN H. SCULLY(1)
EDWARD H. McDERMOTT (1)
PHOEBE SNOW FOUNDATION, INC.(1)
ELI J. WEINBERG(1)
(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.
|