UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Venoco, Inc.

Common Stock, par value $0.01 per share

92257PAB5

 

August 26, 2011

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.

* 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).

 

 

(1)      Represents shares of restricted stock held of record by Timothy Marquez.  Such shares are subject to restrictions on vesting which have not been satisfied.  Until vested, Timothy Marquez may not dispose of such shares.

(2)      Includes (i) 28,311,192 shares held by the Marquez Trust, under Trust Agreement dated February 26, 2002, as amended (the “Marquez Trust”), for which Timothy Marquez and his wife, Bernadette Marquez, serve as trustees and (ii) 1,624,186 shares held by the Timothy and Bernadette Marquez Foundation (the “Marquez Foundation”), the sole directors of which are Timothy Marquez and Bernadette Marquez.

 

 

(1)      Includes (i) 28,311,192 shares held by the Marquez Trust, for which Timothy Marquez and Bernadette Marquez serve as trustees, and (ii) 1,624,186 shares held by the Marquez Foundation, the sole directors of which are Timothy and Bernadette Marquez.

 

 

 

 

 

EXPLANATORY STATEMENT

This Amendment No. 4 to Schedule 13D (“Amendment”) relates to the Common Stock, par value $0.01 per share (the “Common Stock”) of Venoco, Inc. (the “Issuer”).  This amendment is being filed jointly by Timothy Marquez (“T. Marquez”), Bernadette Marquez (“B. Marquez”), the Marquez Trust (the “Marquez Trust”) and the Timothy and Bernadette Marquez Foundation (the “Marquez Foundation”).  The foregoing persons are hereinafter sometimes referred to collectively as the “Reporting Persons”.  The Reporting Persons previously filed a Schedule 13D on January 15, 2009, a Schedule 13D/A, Amendment No. 1, on February 24, 2009, a Schedule 13D/A, Amendment No. 2 on March 10, 2009, a Schedule 13D/A, Amendment No. 3, on March 5, 2010 and a Schedule 13D/A, Amendment No. 4 on July 16, 2010.  This Amendment amends the Schedule 13D as specifically set forth herein.

Item 3.      Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented by adding the following after the final paragraph thereof:

It is anticipated that funding for the Proposal (as defined in Item 4 below) will be in the form of debt financing.  In addition, the Reporting Persons will contribute substantially all of their shares of Common Stock to the acquisition vehicle.  Members of the Issuer’s senior management team may also be provided with the opportunity to contribute shares of Common Stock to the acquisition vehicle.  The description of the Proposal set forth in Item 4 below is incorporated by reference in its entirety into this Item 3.

Item 4.      Purpose of Transaction

Item 4 is hereby amended and restated in its entirety as follows:

On August 26, 2011, T. Marquez, delivered a letter (the “Proposal Letter”) to the Board of Directors of the Issuer in which it was proposed that he would acquire, by merger, all of the shares of Common Stock of the Issuer at a purchase price of $12.50 per share in cash (the “Proposal”). 

As described in the Proposal Letter, T. Marquez anticipates that the Issuer will establish a special committee of independent directors authorized to retain independent financial and legal advisors (the “Special Committee”) to consider the Proposal.  No binding obligation on the part of the Reporting Persons or the Issuer will arise with respect to the Proposal or any transaction unless and until a definitive agreement is executed and delivered.

A copy of the Proposal Letter is filed as Exhibit 4 to this Amendment No. 5 to the Reporting Persons’ Schedule 13D, and is incorporated herein by reference.

Item 5.      Interest in Securities of the Issuer

Item 5 is hereby amended to supplement subsection (a) with the following:

(a)           As of August 26, 2011, each Reporting Person beneficially owned the following number of shares of Common Stock:

___________________

(1)      Comprised of (i) 1,070,495 shares beneficially owned directly by T. Marquez, (ii) 28,311,192 shares held of record by the Marquez Trust of which T. Marquez is a trustee and (iii) 1,624,186shares owned by the Marquez Foundation, of which T. Marquez is a director.

 

(2)      Consists of (i) 28,311,192shares held of record by the Marquez Trust, of which B. Marquez is a trustee, and (ii) 1,624,186shares owned by the Marquez Foundation, of which B. Marquez is a director.

(3)      The percentages set forth in the table are based on a total of 61,617,933 shares of Common Stock outstanding as of June 30, 2011 as reported in the Issuer’s Form 10-Q as filed with the SEC on August 2, 2011.

Item 6.      Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby supplemented as follows:

The description of the Proposal in Item 4 above is incorporated herein by reference.

Item 7.      Material to be Filed as Exhibits

Item 7 is hereby supplemented with the following:

Exhibit 4.                Proposal Letter, dated August 26, 2011.

 

 

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:  August 29, 2011

 

 

Marquez Acquisition Company

Denver, Colorado

August 26, 2011

 

 

Board of Directors

Venoco, Inc.

370 17^th Street, Suite 3900

Denver, Colorado 80202

 

Directors:

 

I am pleased to offer to acquire all of the outstanding shares of the common stock of Venoco, Inc. (the “Company”) at a cash purchase price of $12.50 per share. I believe that this offer is fair and in the best interest of the Company and its public shareholders and that the shareholders will find the proposal attractive. The offer represents a premium of 39% over the Company’s most recent closing stock price on August 26, 2011 and a 27% premium to the average closing price in August 2011. Moreover, my proposal represents a total enterprise value to 2012 EBITDA multiple of 5.3x (using I/B/E/S consensus estimates) compared to the current median trading multiple of the Company’s peer group of 3.9x 2012 EBITDA (using I/B/E/S consensus estimates). 

  

The acquisition would be in the form of a merger of the Company with a new acquisition vehicle that I would form. I expect that the Company’s senior management team would remain in place. I anticipate continuing to run the business in accordance with our current practice and maintaining the Company’s valuable employee base, which I view as one of its most important assets.

 

I would expect to reinvest 100% of my equity ownership through this transaction. Although this offer is being made subject to obtaining financing on terms acceptable to me, I am confident that such financing can be obtained. I am preparing a draft merger agreement that I will provide to you shortly. The familiarity of the management team with the Company means that I will be in a position to complete limited, confirmatory due diligence and finalize the merger agreement very quickly.

 

I have retained Wachtell, Lipton, Rosen & Katz as my legal advisor. I expect that you will establish a special committee of independent directors with its own legal and financial advisors to review the proposal on behalf of the Company’s public shareholders.

 

Of course, no binding obligation on the part of the Company or the undersigned shall arise with respect to the proposal or any transaction unless and until such time as definitive documentation satisfactory to me and recommended by the special committee and approved by the Board of Directors is executed and delivered.

 

I look forward to working with the special committee and its legal and financial advisors to complete a transaction that is attractive to the Company’s public shareholders. Should you have any questions, please contact me.

 

Sincerely,

 

/s/ Timothy M. Marquez