-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NfLugzVZ+RwKUxzvDqGpFUGRnrOic0OUgoPk8yqv9xsSBMZP/NEMVwrbWMfjJVN7 bnzsfqjQN7P/ZEl4M474qQ== 0001104659-04-003055.txt : 20040209 0001104659-04-003055.hdr.sgml : 20040209 20040209170757 ACCESSION NUMBER: 0001104659-04-003055 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040209 GROUP MEMBERS: A.R. THANE RITCHIE GROUP MEMBERS: RAM CAPITAL INVESTMENTS, LTD. GROUP MEMBERS: RAM CAPITAL, L.L.C. GROUP MEMBERS: RAM TRADING, LTD. GROUP MEMBERS: RITCHIE LONG/SHORT TRADING LTD. GROUP MEMBERS: THR, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL SOUTHERN RESOURCES INC CENTRAL INDEX KEY: 0001112412 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 880448389 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-62401 FILM NUMBER: 04578669 BUSINESS ADDRESS: STREET 1: ONE BELMONT AVENUE STREET 2: SUITE 417 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 6106605906 MAIL ADDRESS: STREET 1: ONE BELMONT AVENUE STREET 2: SUITE 417 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FORMER COMPANY: FORMER CONFORMED NAME: EXPRESSIONS GRAPHICS INC DATE OF NAME CHANGE: 20000419 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RITCHIE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001109424 IRS NUMBER: 364193982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 210 E STATE STREET CITY: BATAVIA STATE: IL ZIP: 60510 BUSINESS PHONE: 6307612200 MAIL ADDRESS: STREET 1: 210 E STATE STREET CITY: BATAVIA STATE: IL ZIP: 60510 SC 13G 1 a04-2051_4sc13g.htm SC 13G

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G
(13d-102)

 

 

 

Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

(Amendment No.    )(1)

 

CONTINENTAL SOUTHERN RESOURCES, INC.

(Name of Issuer)

 

COMMON STOCK, $.001 PAR VALUE PER SHARE

(Title of Class of Securities)

 

21206610-4

(CUSIP Number)

 

NOVEMBER 24, 2003

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

 


(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 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).

 



 

CUSIP No.  21206610-4

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
RAM Trading, Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands corporation

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
- 0 -

 

6.

Shared Voting Power
2,706,200 shares of Common Stock(1)

 

7.

Sole Dispositive Power
- 0 -

 

8.

Shared Dispositive Power
2,706,200 shares of Common Stock(1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,706,200 shares of Common Stock(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.3%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


(1)                                  See Footnote in Item 4 below.

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Ritchie Capital Management, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware limited liability company

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
- 0 -

 

6.

Shared Voting Power
2,706,200 shares of Common Stock(1)

 

7.

Sole Dispositive Power
- 0 -

 

8.

Shared Dispositive Power
2,706,200 shares of Common Stock(1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,706,200 shares of Common Stock(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.3%

 

 

12.

Type of Reporting Person (See Instructions)
OO; HC

 


(1)                                  See Footnote in Item 4 below.

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
RAM Capital, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Illinois limited liability company

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
- 0 -

 

6.

Shared Voting Power
2,706,200 shares of Common Stock(1)

 

7.

Sole Dispositive Power
- 0 -

 

8.

Shared Dispositive Power
2,706,200 shares of Common Stock(1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,706,200 shares of Common Stock(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.3%

 

 

12.

Type of Reporting Person (See Instructions)
OO; HC

 


(1)                                  See Footnote in Item 4 below.

 

4



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
RAM Capital Investments, Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands corporation

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
- 0 -

 

6.

Shared Voting Power
2,706,200 shares of Common Stock(1)

 

7.

Sole Dispositive Power
- 0 -

 

8.

Shared Dispositive Power
2,706,200 shares of Common Stock(1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,706,200 shares of Common Stock(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.3%

 

 

12.

Type of Reporting Person (See Instructions)
CO; HC

 


(1)                                  See Footnote in Item 4 below.

 

5



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
THR, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Illinois corporation

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
- 0 -

 

6.

Shared Voting Power
2,706,200 shares of Common Stock(1)

 

7.

Sole Dispositive Power
- 0 -

 

8.

Shared Dispositive Power
2,706,200 shares of Common Stock(1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,706,200 shares of Common Stock(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.3%

 

 

12.

Type of Reporting Person (See Instructions)
CO; HC

 


(1)                                  See Footnote in Item 4 below.

 

6



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
A.R. Thane Ritchie

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
- 0 -

 

6.

Shared Voting Power
2,706,200 shares of Common Stock(1)

 

7.

Sole Dispositive Power
- 0 -

 

8.

Shared Dispositive Power
2,706,200 shares of Common Stock(1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,706,200 shares of Common Stock(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN; HC

 


(1)                                  See Footnote in Item 4 below.

 

7



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Ritchie Long/Short Trading Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands corporation

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
- 0 -

 

6.

Shared Voting Power
2,706,200 shares of Common Stock(1)

 

7.

Sole Dispositive Power
- 0 -

 

8.

Shared Dispositive Power
2,706,200 shares of Common Stock(1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,706,200 shares of Common Stock(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.3%

 

 

12.

Type of Reporting Person (See Instructions)
CO; HC

 


(1)                                  See Footnote in Item 4 below.

 

8



 

Item 1.

 

(a)

Name of Issuer
Continental Southern Resources, Inc. (the “Company”)

 

(b)

Address of Issuer’s Principal Executive Offices
One Belmont Avenue, Suite 417
Bala Cynwyd, PA 19004

Item 2.

 

(a)

Name of Person Filing

 

(b)

Address of Principal Business Office or, if none, Residence

 

(c)

Citizenship

RAM Trading, Ltd.

c/o Caledonian Bank & Trust Limited
Caledonian House
P.O. Box 1043
George Town, Grand Cayman

Cayman Islands corporation

Ritchie Capital Management, L.L.C.
2100 Enterprise Avenue
Geneva, Illinois 60134
Delaware limited liability company

RAM Capital, L.L.C.
2100 Enterprise Avenue
Geneva, Illinois 60134
Illinois limited liability company

RAM Capital Investments, Ltd.
c/o Caledonian Bank & Trust Limited
Caledonian House
P.O. Box 1043
George Town, Grand Cayman
Cayman Islands corporation

THR, Inc.
2100 Enterprise Avenue
Geneva, Illinois 60134
Illinois corporation

A.R. Thane Ritchie
2100 Enterprise Avenue
Geneva, Illinois 60134
U.S. Citizen

 

9



 

 

 

Ritchie Long/Short Trading Ltd.
c/o M
&C Corporate Services Limited
P.O. Box 309GT
Ugland House
South Church Street
George Town, Grand Cayman
Cayman Islands corporation


As required by Rule 13d-1(k)(1), Exhibit 1 to this Schedule 13G contains the Joint Filing Agreement entered into by each of the persons filing this joint Schedule 13G.

 

(d)

Title of Class of Securities
Common Stock, $.001 par value per share (“Common Stock”)

 

(e)

CUSIP Number
21206610-4

 

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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

If this statement is filed pursuant to Rule 13d-1(c), check this box. ý

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

2,706,200 shares of Common Stock(2)

 

(b)

Percent of class:   

7.3%
(The percentage beneficial ownership was calculated based on 37,142,000 shares of Common Stock outstanding.)

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

- 0 -

 


(2)                                  The obligation to file this Schedule 13G arose on November 24, 2003.  At no time since November 24, 2003 have the Reporting Persons been the beneficial owners of greater than 10% of the Company’s outstanding Common Stock as determined in accordance with Rule 13d of the Securities Exchange Act of 1934.  The number of shares identified in this filing represents the Reporting Persons’ current ownership of shares in the Company.

 

10



 

 

 

(ii)

Shared power to vote or to direct the vote    

2,706,200 shares of Common Stock

 

 

(iii)

Sole power to dispose or to direct the disposition of   

- 0 -

 

 

(iv)

Shared power to dispose or to direct the disposition of   

2,706,200 shares of Common Stock

 

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   o.

NOT APPLICABLE

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

NOT APPLICABLE

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

NOT APPLICABLE

 

Item 8.

Identification and Classification of Members of the Group

NOT APPLICABLE

 

Item 9.

Notice of Dissolution of Group

NOT APPLICABLE

 

Item 10.

Certification

By signing below I certify that, to the best of my 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.

 

11



 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  February 9, 2004

 

 

 

 

RAM TRADING, LTD.

 

 

 

By:  Ritchie Capital Management, L.L.C., its
Investment Manager

 

 

 

 

 

 

By:

/s/ A.R. Thane Ritchie

 

 

 

 

Name:

A.R. Thane Ritchie

 

 

 

 

Title:

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RITCHIE CAPITAL MANAGEMENT, L.L.C.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ A.R. Thane Ritchie

 

 

 

 

Name:

A.R. Thane Ritchie

 

 

 

 

Title:

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RAM CAPITAL, L.L.C.

 

 

 

 

 

 

 

By:  Ritchie Capital Management, L.L.C., its
Investment Manager

 

 

 

 

 

 

By:

/s/ A.R. Thane Ritchie

 

 

 

 

Name:

A.R. Thane Ritchie

 

 

 

 

Title:

Chief Executive Officer

 

 

12



 

 

RAM CAPITAL INVESTMENTS, LTD.

 

 

 

By:  Ritchie Capital Management, L.L.C., its
Investment Manager

 

 

 

 

 

 

By:

/s/ A.R. Thane Ritchie

 

 

 

 

Name:

A.R. Thane Ritchie

 

 

 

 

Title:

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THR, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ A.R. Thane Ritchie

 

 

 

 

Name:

A.R. Thane Ritchie

 

 

 

 

Title:

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ A.R. Thane Ritchie

 

 

 

A.R. Thane Ritchie

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RITCHIE LONG/SHORT TRADING LTD.

 

 

 

 

 

 

 

 

By:  Ritchie Capital Management, L.L.C., its
Investment Manager

 

 

 

 

 

 

By:

/s/ A.R. Thane Ritchie

 

 

 

 

Name:

A.R. Thane Ritchie

 

 

 

 

Title:

Chief Executive Officer

 

 

13



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description of Exhibit

1

 

Joint Filing Agreement, dated as of February 9, 2004, among each of the Filing Persons.

 

14


EX-1 3 a04-2051_4ex1.htm EX-1

EXHIBIT 1

 

Joint Filing Agreement

 

Pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, each of the parties to this Joint Filing Agreement (this “Agreement”) agrees that the statement on Schedule 13G with respect to the common stock issued by Continental Southern Resources, Inc., to which this Agreement is attached as an Exhibit, is filed on behalf of each such party and that any amendments to the attached Schedule 13G will likewise be filed on behalf of each such party.

 

IN WITNESS WHEREOF, the undersigned have caused this Joint Filing Agreement to be executed on February 9, 2004.

 

 

RAM TRADING, LTD.

 

 

 

By:  Ritchie Capital Management, L.L.C., its
Investment Manager

 

 

 

 

 

 

By:

/s/ A.R. Thane Ritchie

 

 

 

 

Name:

A.R. Thane Ritchie

 

 

 

 

Title:

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RITCHIE CAPITAL MANAGEMENT, L.L.C.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ A.R. Thane Ritchie

 

 

 

 

Name:

A.R. Thane Ritchie

 

 

 

 

Title:

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RAM CAPITAL, L.L.C.

 

 

 

By:  Ritchie Capital Management, L.L.C., its
Investment Manager

 

 

 

 

 

 

By:

/s/ A.R. Thane Ritchie

 

 

 

 

Name:

A.R. Thane Ritchie

 

 

 

 

Title:

Chief Executive Officer

 

 



 

 

RAM CAPITAL INVESTMENTS, LTD.

 

 

 

By:  Ritchie Capital Management, L.L.C., its
Investment Manager

 

 

 

 

 

 

By:

/s/ A.R. Thane Ritchie

 

 

 

 

Name:

A.R. Thane Ritchie

 

 

 

 

Title:

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THR, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ A.R. Thane Ritchie

 

 

 

Name:

A.R. Thane Ritchie

 

 

 

Title:

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ A.R. Thane Ritchie

 

 

 

A.R. Thane Ritchie

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RITCHIE LONG/SHORT TRADING LTD.

 

 

 

 

 

 

 

 

By:  Ritchie Capital Management, L.L.C., its
Investment Manager

 

 

 

 

 

 

By:

/s/ A.R. Thane Ritchie

 

 

 

 

Name:

A.R. Thane Ritchie

 

 

 

 

Title:

Chief Executive Officer

 

 


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