sc13d

-----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, FKvHDcIcuz1Fltq9r2knyzuROxGA4rx4kX9aGZdwPlEeRddhyXVja56J2rDsUfJt fJvHErQsCpH+H+o0yQvy8g== 0000950133-02-003095.txt : 20020826 0000950133-02-003095.hdr.sgml : 20020826 20020826163735 ACCESSION NUMBER: 0000950133-02-003095 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020826 GROUP MEMBERS: CARLSON OFFSHORE ADVISORS, L.P. GROUP MEMBERS: CLINT D. CARLSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EVERGREEN RESOURCES INC CENTRAL INDEX KEY: 0000353943 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840834147 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34061 FILM NUMBER: 02748520 BUSINESS ADDRESS: STREET 1: 1401 17TH ST SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032988100 MAIL ADDRESS: STREET 1: 1401 17TH STREET STREET 2: SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARLSON CAPITAL L P CENTRAL INDEX KEY: 0001056973 IRS NUMBER: 752494317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 8173210213 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D 1 w63535sc13d.htm SCHEDULE 13D sc13d

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

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

Evergreen Resources, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

299900308

(CUSIP number)

Howard B. Adler, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
(202) 955-8589

(Name, address and telephone number of person
authorized to receive notices and communications)

August 14, 2002

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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 (the “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. 299900308	13D	Page 2 of 11 Pages



1		NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

		Carlson Capital, L.P. I.R.S. Identification No. 75-249-4317





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(d) or 2(e) o


6		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 949,400 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 949,400

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		949,400





12		*CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o**


13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)









		5.00%

14		TYPE OF REPORTING PERSON*

		IA, PN



CUSIP No. 299900308	13D	Page 3 of 11 Pages



1		NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

		Carlson Offshore Advisors, L.P. I.R.S. Identification No. 75-273-3266





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(d) or 2(e) o


6		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 949,400 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 949,400

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		949,400





12		*CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o**


13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)









		5.00%

14		TYPE OF REPORTING PERSON*

		IA, PN



CUSIP No. 299900308	13D	Page 4 of 11 Pages



1		NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

		Clint D. Carlson Social Security No.





2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*




		(a) o
		(b) x

3		SEC USE ONLY



4		SOURCE OF FUNDS* N/A

5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o


6		CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 949,400 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 949,400

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		0





12		*CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x**


13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)









		0%

14		TYPE OF REPORTING PERSON*

		IN

Item 1. Security and Issuer

This statement on Schedule 13D relates to shares of common stock, no par value (the “Common Stock”), of Evergreen Resources, Inc., a Colorado corporation (the “Issuer”). The address of the principal executive office of the Issuer is 1401 17th Street, Suite 1200, Denver, Colorado, 80202.

Item 2. Identity and Background

This statement on Schedule 13D is filed by Carlson Capital, L.P., a Delaware limited partnership, and Carlson Offshore Advisors, L.P., a Delaware limited partnership (together, the “Partnership Reporting Persons”) and Clint D. Carlson, an individual (together with the Partnership Reporting Persons, the “Reporting Persons”). The business address of each Reporting Person is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201.

The Partnership Reporting Persons act as investment adviser and/or general partner to several private investment funds and managed accounts that are the ultimate beneficial owners of the 949,400 shares to which this statement relates. No such investment fund or managed account for which the Partnership Reporting Persons acts as investment adviser and/or general partner owns 5% or more of the outstanding Common Stock.

The general partner of each Partnership Reporting Person is Asgard Investment Corp., a Delaware corporation, whose business and principal offices are located at 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. The officers of Asgard Investment Corp. are as follows: Clint D. Carlson, President, and Nancy Carlson, Treasurer and Secretary. The sole director of Asgard Investment Corp. is Clint D. Carlson. The business address of both Clint D. Carlson and Nancy Carlson is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. The present occupation of Clint D. Carlson is President of Asgard Investment Corp. and Chief Executive Officer of Carlson Capital, L.P and Chief Executive Officer of Carlson Offshore Advisors, L.P. The present occupation of Nancy Carlson is Secretary and Treasurer of Asgard Investment Corp. and Secretary of Carlson Capital, L.P. and Secretary of Carlson Offshore Advisors, L.P. Both Clint D. Carlson and Nancy Carlson are U.S. citizens.

During the last five years, none of the Reporting Persons, Asgard Investment Corp., or Nancy Carlson has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The filing of this statement on Schedule 13D by the Reporting Persons shall not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13(d) of the Act, the beneficial owners of any securities covered by this statement on Schedule 13D, and each Reporting Person disclaims such beneficial ownership.

Item 3. Source and Amount of Funds or Other Consideration

All of the shares of Common Stock of the Issuer deemed beneficially held by the Partnership Reporting Persons were purchased with the working capital of the investment funds and managed accounts directed by the Partnership Reporting Persons. Clint D. Carlson has not purchased any shares of Common Stock of the Issuer directly and disclaims beneficial ownership over those shares which he has voting power or investment control.

Item 4. Purpose of Transaction

All Common Stock held by the Reporting Persons is being held for investment purposes. Subject to economic considerations and market conditions, the Reporting Persons may, from time to time, acquire additional shares of Common Stock in the open market or in privately negotiated transactions or may dispose of such securities or the securities they presently own in the open market or in private transactions. The Reporting Persons may engage in activities intended to influence the business strategy or management of the Issuer.

The Partnership Reporting Persons acquired beneficial ownership of the Common Stock through direct market purchases of Common Stock.

Except as indicated above, the Reporting Persons have no plans or proposals which relate to or would result in any of the events, actions or conditions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) This statement on Schedule 13D relates to 949,400 shares of Common Stock deemed beneficially owned by the Partnership Reporting Persons, which constitutes approximately 5.00% of the issued and outstanding shares of Common Stock. This statement on Schedule 13D also relates to 949,400 shares of Common Stock, which constitutes approximately 5.00% of the issued and outstanding shares of Common Stock, over which Clint D. Carlson has voting power or investment control but to which he disclaims beneficial ownership.

(b) The Partnership Reporting Persons and Clint D. Carlson have shared voting and dispositive power with respect to 949,400 shares of Common Stock.

(c) Within the past 60 days, accounts of or managed by the Partnership Reporting Persons purchased and sold shares of Common Stock on the dates, in the amounts and at the prices set forth on Exhibit A annexed hereto and incorporated by reference herein.

(d) The private investment funds and managed accounts for which the Partnership Reporting Persons serve as investment adviser and/or general partner and for whose accounts the Common Stock is held, have the right to receive dividends from or proceeds from the sale of the Common Stock.

(e) Not applicable.

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

Except as set forth above in Item 2, there exist no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits


Exhibit A:		Transactions in Shares of Common Stock Within Past 60 Days.









Exhibit B		Joint Filing Agreement

SIGNATURES

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 26, 2002









		CARLSON CAPITAL, L.P. CARLSON OFFSHORE ADVISORS, L.P.









		/s/ Clint D. Carlson

		By: Clint D. Carlson, President of the General Partner









		CLINT D. CARLSON, an individual









		/s/ Clint D. Carlson

		By: Clint D. Carlson

8 EX-99.A 3 w63535exv99wa.htm TRANSACTIONS IN SHARES OF COMMON STOCK exv99wa

EXHIBIT A

Transactions in Shares of Common Stock
Within Past 60 Days

Trade Type

Trade Date

Quantity

Price ($)

BUY

June 28, 2002

130

$41.799 per share

BUY

June 28, 2002

2,375

$41.799 per share

BUY

June 28, 2002

570

$41.799 per share

BUY

June 28, 2002

510

$41.799 per share

BUY

June 28, 2002

320

$41.799 per share

BUY

June 28, 2002

$41.799 per share

BUY

July 8, 2002

655

$39.245 per share

BUY

July 8, 2002

11,880

$39.245 per share

BUY

July 8, 2002

2,860

$39.245 per share

BUY

July 8, 2002

2,535

$39.245 per share

BUY

July 8, 2002

1,590

$39.245 per share

BUY

July 8, 2002

480

$39.245 per share

BUY

July 9, 2002

985

$32.377 per share

BUY

July 9, 2002

17,815

$32.377 per share

BUY

July 9, 2002

4,290

$32.377 per share

BUY

July 9, 2002

3,810

$32.377 per share

BUY

July 9, 2002

2,385

$32.377 per share

BUY

July 9, 2002

715

$32.377 per share

BUY

July 24, 2002

525

$32.117 per share

BUY

July 24, 2002

13,505

$32.117 per share

BUY

July 24, 2002

415

$32.117 per share

BUY

July 24, 2002

5,555

$32.117 per share

BUY

July 24, 2002

860

$32.377 per share

BUY

July 24, 2002

19,365

$32.377 per share

BUY

July 24, 2002

2,030

$32.377 per share

BUY

July 24, 2002

1,075

$32.377 per share

BUY

July 24, 2002

6,070

$32.377 per share

BUY

July 24, 2002

600

$32.377 per share

BUY

July 24, 2002

1,220

$32.298 per share

BUY

July 24, 2002

22,570

$32.298 per share

BUY

July 24, 2002

5,120

$32.298 per share

BUY

July 24, 2002

4,465

$32.298 per share

BUY

July 24, 2002

3,435

$32.298 per share

BUY

July 24, 2002

890

$32.298 per share

BUY

August 1, 2002

2,980

$34.944 per share

BUY

August 1, 2002

55,315

$34.944 per share

BUY

August 1, 2002

12,430

$34.944 per share

BUY

August 1, 2002

10,380

$34.944 per share

BUY

August 1, 2002

8,585

$34.944 per share

BUY

August 1, 2002

1,610

$34.944 per share

BUY

August 9, 2002

1,615

$37.426 per share

BUY

August 9, 2002

29,935

$37.426 per share

BUY

August 9, 2002

6,800

$37.426 per share

BUY

August 9, 2002

5,920

$37.426 per share

BUY

August 9, 2002

4,555

$37.426 per share

Trade Type

Trade Date

Quantity

Price ($)

BUY

August 9, 2002

1,175

$37.426 per share

BUY

August 12, 2002

1,165

$37.728 per share

BUY

August 12, 2002

21,550

$37.728 per share

BUY

August 12, 2002

4,890

$37.728 per share

BUY

August 12, 2002

4,270

$37.728 per share

BUY

August 12, 2002

3,275

$37.728 per share

BUY

August 12, 2002

850

$37.728 per share

BUY

August 14, 2002

450

$37.655 per share

BUY

August 14, 2002

8,385

$37.655 per share

BUY

August 14, 2002

1,905

$37.655 per share

BUY

August 14, 2002

1,655

$37.655 per share

BUY

August 14, 2002

1,275

$37.655 per share

BUY

August 14, 2002

330

$37.655 per share

BUY

August 14, 2002

1,295

$37.400 per share

BUY

August 14, 2002

23,945

$37.400 per share

BUY

August 14, 2002

5,435

$37.400 per share

BUY

August 14, 2002

4,740

$37.400 per share

BUY

August 14, 2002

3,645

$37.400 per share

BUY

August 14, 2002

940

$37.400 per share

EX-99.B 4 w63535exv99wb.htm JOINT FILING AGREEMENT exv99wb

EXHIBIT B

Joint Filing Agreement

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other, except to the extent that it knows or has reason to believe that such information is inaccurate.


Dated: August 26, 2002




		CARLSON CAPITAL, L.P. CARLSON OFFSHORE ADVISORS, L.P.









		/s/ Clint D. Carlson

		By: Clint D. Carlson, President of the General Partner









		CLINT D. CARLSON, an individual









		/s/ Clint D. Carlson

		By: Clint D. Carlson

-----END PRIVACY-ENHANCED MESSAGE-----

	(a)		This statement on Schedule 13D relates to 949,400 shares of Common Stock deemed beneficially owned by the Partnership Reporting Persons, which constitutes approximately 5.00% of the issued and outstanding shares of Common Stock. This statement on Schedule 13D also relates to 949,400 shares of Common Stock, which constitutes approximately 5.00% of the issued and outstanding shares of Common Stock, over which Clint D. Carlson has voting power or investment control but to which he disclaims beneficial ownership.

	(b)		The Partnership Reporting Persons and Clint D. Carlson have shared voting and dispositive power with respect to 949,400 shares of Common Stock.

	(c)		Within the past 60 days, accounts of or managed by the Partnership Reporting Persons purchased and sold shares of Common Stock on the dates, in the amounts and at the prices set forth on Exhibit A annexed hereto and incorporated by reference herein.

	(d)		The private investment funds and managed accounts for which the Partnership Reporting Persons serve as investment adviser and/or general partner and for whose accounts the Common Stock is held, have the right to receive dividends from or proceeds from the sale of the Common Stock.

	(e)		Not applicable.