Schedule 13G

-----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, JBhThdgmm6ooGV9SZrDpxxIVSKfiR7ZtGWfxyFAWJ2i1Qhhitzqq7ITCwZY0OBrH r9TugGr7YD+4NorCWZynEQ== 0001193125-06-031316.txt : 20060214 0001193125-06-031316.hdr.sgml : 20060214 20060214154009 ACCESSION NUMBER: 0001193125-06-031316 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: LR2 GP, L.P. GROUP MEMBERS: LR2 GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HERCULES OFFSHORE, INC. CENTRAL INDEX KEY: 0001330849 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 830402575 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81565 FILM NUMBER: 06614358 BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLAZA, SUITE 2950 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 713-979-9300 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA, SUITE 2950 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: Hercules Offshore, L.L.C. DATE OF NAME CHANGE: 20051012 FORMER COMPANY: FORMER CONFORMED NAME: Hercules Offshore, Inc. DATE OF NAME CHANGE: 20051012 FORMER COMPANY: FORMER CONFORMED NAME: Hercules Offshore, LLC DATE OF NAME CHANGE: 20050621 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LR Hercules Holdings, LP CENTRAL INDEX KEY: 0001342547 IRS NUMBER: 760762887 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O LIME ROCK MANAGEMENT LP STREET 2: 518 RIVERSIDE AVENUE CITY: HOUSTON STATE: TX ZIP: 06880 BUSINESS PHONE: 203-293-2750 MAIL ADDRESS: STREET 1: C/O LIME ROCK MANAGEMENT LP STREET 2: 518 RIVERSIDE AVENUE CITY: HOUSTON STATE: TX ZIP: 06880 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G


CUSIP No. 427093 10 9		Page 1 of 8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Hercules Offshore, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

427093 10 9

(CUSIP Number)

November 1, 2005

(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)

¨ Rule 13d-1(c)

x 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).


CUSIP No. 427093 10 9		Page 2 of 8


1.		Name of Reporting Persons LR Hercules Holdings, LP I.R.S. Identification Nos. of above persons (entities only) 76-0762887
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) Not applicable (b) Not applicable
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

11,010,837

7. Sole Dispositive Power

None

8. Shared Dispositive Power

11,010,837


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 11,010,837
10.		Check Box if the Aggregate Amount In Row (9) Excludes Certain Shares (See Instructions) Not applicable
11.		Percent of Class Represented by Amount in Row (9) 36.4% (based on 30,242,850 shares of common stock outstanding as of December 6, 2005)
12.		Type of Reporting Person (See Instructions) PN


CUSIP No. 427093 10 9		Page 3 of 8


1.		Name of Reporting Persons LR2 GP, LLC I.R.S. Identification Nos. of above persons (entities only) 42-2056418
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) Not applicable (b) Not applicable
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

11,010,837

7. Sole Dispositive Power

None

8. Shared Dispositive Power

11,010,837


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 11,010,837
10.		Check Box if the Aggregate Amount In Row (9) Excludes Certain Shares (See Instructions) Not applicable
11.		Percent of Class Represented by Amount in Row (9) 36.4% (based on 30,242,850 shares of common stock outstanding as of December 6, 2005)
12.		Type of Reporting Person (See Instructions) OO


CUSIP No. 427093 10 9		Page 4 of 8


1.		Name of Reporting Persons LR2 GP, L.P. I.R.S. Identification Nos. of above persons (entities only) 43-2056421
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) Not applicable (b) Not applicable
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

11,010,837

7. Sole Dispositive Power

None

8. Shared Dispositive Power

11,010,837


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 11,010,837
10.		Check Box if the Aggregate Amount In Row (9) Excludes Certain Shares (See Instructions) Not applicable
11.		Percent of Class Represented by Amount in Row (9) 36.4% (based on 30,242,850 shares of common stock outstanding as of December 6, 2005)
12.		Type of Reporting Person (See Instructions) PN


CUSIP No. 427093 10 9		Page 5 of 8

Item 1.

(a)

Name of Issuer:

Hercules Offshore, Inc. (the “Company”)

(b)

Address of Issuer’s Principal Executive Offices:

11 Greenway Plaza, Suite 2950

Houston, Texas 77046

Item 2.

(a)

Name of Person Filing:

LR Hercules Holdings, LP (“LR”)

LR2 GP, LLC (“GP LLC”)

and LR2 GP, L.P. (“GP LP”).

(b)

Address of Principal Business Office:

c/o Lime Rock Management, LP,

518 Riverside Avenue,

Westport, Connecticut 06880

(c)

Citizenship:

LR, GP LLC and GP LP are Delaware entities.

(d)

Title of Class of Securities:

Common Stock, par value $0.01, of the Company (“Common Stock”)

(e)

CUSIP Number:

427093 10 9

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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)

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


CUSIP No. 427093 10 9		Page 6 of 8


Item 4.	Ownership

	(a) – (b) LR Hercules Holdings, LP The aggregate number of shares of Common Stock that LR owns beneficially is 11,010,837, which constitutes approximately 36.4% of the outstanding shares of Common Stock (based on 30,242,850 shares outstanding as of December 6, 2005). LR2 GP, L.P. Because of its position as general partner of LR, GP LP may be deemed to beneficially own the 11,010,837 shares of Common Stock owned of record by LR, which constitutes approximately 36.4% of the outstanding shares of Common Stock (based on 30,242,850 shares outstanding as of December 6, 2005). LR2 GP, LLC Because of its position as general partner of GP LP, the general partner of LR, GP LLC may be deemed to beneficially own the 11,010,837 shares of Common Stock owned of record by LR, which constitutes approximately 36.4% of the outstanding shares of Common Stock (based on 30,242,850 shares outstanding as of December 6, 2005). (c) LR Hercules Holdings, LP The number of shares as to which LR has:

	(i)	sole power to vote or to direct the vote: 0

	(ii)	shared power to vote or to direct the vote: 11,010,837

	(iii)	sole power to dispose or to direct the disposition of: 0

	(iv)	shared power to dispose or to direct the disposition of: 11,010,837
	LR2 GP, L.P. The number of shares that GP LP has:

	(i)	sole power to vote or to direct the vote: 0

	(ii)	shared power to vote or to direct the vote: 11,010,837

	(iii)	sole power to dispose or to direct the disposition of: 0

	(iv)	shared power to dispose or to direct the disposition of: 11,010,837
	LR2 GP, LLC The number of shares that GP LLC has:

	(i)	sole power to vote or to direct the vote: 0
	(ii)	shared power to vote or to direct the vote: 11,010,837
	(iii)	sole power to dispose or to direct the disposition of: 0
	(iv)	shared power to dispose or to direct the disposition of: 11,010,837

Item 5.	Ownership of Five Percent or Less of a Class 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

	Not Applicable.


CUSIP No. 427093 10 9		Page 7 of 8

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 10, 2006


By:	LR HERCULES HOLDINGS, LP,
	a Delaware limited partnership

	By:	LR2 GP, L.P., its general partner

		By:	LR2 GP, LLC, its general partner

		/s/ Mark McCall
		Mark McCall
		Authorized Signatory

By:	LR2 GP, L.P.
	a Delaware limited partnership

	By:	LR2 GP, LLC, its general partner

		/s/ Mark McCall
		Mark McCall
		Authorized Signatory

By:	LR2 GP, LLC
	a Delaware limited liability company

		By:	/s/ Mark McCall
			Mark McCall
			Authorized Signatory


CUSIP No. 427093 10 9		Page 8 of 8

EXHIBIT INDEX

Exhibit 99.1 – Joint Filing Agreement dated February 10, 2006 between LR Hercules Holdings, LP, LR2 GP, L.P. and LR2 GP, LLC.

EX-99.1 2 dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, par value $.01 per share, of Hercules Offshore, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning the other parties, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

[Remainder of page intentionally left blank]

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 10th day of February, 2006.


By:	LR HERCULES HOLDINGS, LP,
	a Delaware limited partnership

	By:	LR2 GP, L.P., its general partner

		By:	LR2 GP, LLC, its general partner

		/s/ Mark McCall
		Mark McCall
		Authorized Signatory

By:	LR2 GP, L.P.
	a Delaware limited partnership

	By:	LR2 GP, LLC, its general partner

		/s/ Mark McCall
		Mark McCall
		Authorized Signatory

By:	LR2 GP, LLC
	a Delaware limited liability company

		By:	/s/ Mark McCall
			Mark McCall
			Authorized Signatory

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