Schedule 13D

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934*

 

 

 

 

Petrohawk Energy Corporation


(Name of Issuer)

 

 

Shares of Common Stock


(Title of Class of Securities)

 

 

716495106


(CUSIP Number)

 

 

COPY TO:

 

Joshua Beiser, Esq.

Assistant Secretary

Kellen Holdings, LLC

175 Berkeley Street

Boston, Massachusetts 02117


(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

 

 

July 15, 2005


(Dates of Events which Require 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 §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 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 (“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).


Page 2 of 10 Pages   SCHEDULE 13D    

 

  1.  

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

            Kellen Holdings, LLC, IRS Identification No. 04-3545984

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

            OO

   
  5.  

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

 

  ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Delaware

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    SOLE VOTING POWER

 

                3,396,453


  8.    SHARED VOTING POWER

 

                0


  9.    SOLE DISPOSITIVE POWER

 

                3,396,453


10.    SHARED DISPOSITIVE POWER

 

                0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            3,396,453

   
12.  

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

 

   
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            6.95%

   
14.  

TYPE OF REPORTING PERSON

 

            IV

   

 

 

Page 2 of 10 Pages


Item 1. Security and Issuer.

 

The class of equity security to which this statement relates is common stock, par value $.001 per share (the “Common Stock”) of Petrohawk Energy Corporation, a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1100 Lousiana, Suite 4400, Houston, Texas 77002.

 

Item 2. Identity and Background.

 

This statement is being filed on behalf of the following person:

 

Kellen Holdings, LLC (“Kellen”), a Delaware limited liability company, 175 Berkeley Street, Boston, Massachusetts 02117. Kellen’s principal business is investment in hydrocarbons and related energy investments.

 

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the directors, executive officers and controlling person of Kellen, required by Item 2 of Schedule 13D is listed on Schedule A hereto and is incorporated by reference herein.

 

Within the last five years, neither Kellen, nor to the best of their respective knowledge, any executive officer or director of Kellen, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Using funds received from its parent, Kellen first invested in PHAWK LLC (“PHAWK”) on May 22, 2003.

 

On July 8, 2005 PHAWK and it members, including Kellen, executed a Class A Common Unit Redemption Agreement and Third Amendment to Amended and Restated Limited Liability Company Agreement (the “Redemption Agreement”) pursuant to which (i) all the shares of Common Stock owned by PHAWK were to be distributed to the members of PHAWK, (ii) the demand registration rights granted to PHAWK by the Registration Rights Agreement dated as of May 25, 2004 were assigned to EnCap IV and EnCap IV-B Acquisitions, and (iii) the piggyback registration rights granted to PHAWK by the Registration Rights Agreement dated as of May 25, 2004 were assigned to the members of PHAWK including Kellen other than EnCap IV and EnCap IV-B Acquisitions. Pursuant to the Redemption Agreement, on July 15, 2005 PHAWK distributed (i) 2,698,114 shares of Common Stock and (ii)warrants to purchase 683,892 shares of Common Stock to Kellen.

 

Daniel A. Rioux is a director of the Issuer and an officer of Kellen. Mr. Rioux receives certain stock consideration for his membership on the Issuer’s Board of Directors. Pursuant to an agreement dated September 13, 2004, Kellen is to receive those shares. Kellen is in receipt of 14,447 total shares from board compensation, received on July 13, 2004, October 28, 2004, March 31, 2005, May 25, 2005, July 11, 2005, and July 15, 2005 in the amount of 7500, 504, 477, 504, 462, and 5000 shares, respectively.

 

Page 3 of 10 Pages


Item 4. Purpose of Transaction.

 

Kellen intends to monitor and evaluate its investment in the Issuer in light of pertinent factors, market conditions, the Issuer’s performance and prospects, the trading prices of the Common Stock, conditions in the oil and gas industry and general economic conditions. Kellen may make additional purchases of Common Stock in the future through market transactions or otherwise, maintain its current investment, or dispose of some or all of the Common Stock.

 

Except as set forth above, Kellen has no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

(a) Kellen owns 2,712,561 shares of Common Stock and 683,892 warrants which upon exercise or conversion are issuable as Common Stock, together which constitute approximately 6.95% of the 48.9 million total shares issued and outstanding, as reflected in the Issuer’s Form S-3, Amendment No. 2 as filed on July 14, 2005.

 

(b) Kellen has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, 3,396,453 shares. Kellen has no shared power to either vote or dispose of the shares.

 

(c) Except as otherwise described herein, including in Item 3, or in any Exhibit filed herewith, to the knowledge of the reporting person, none of the persons named in response to paragraph (a) above has effected any transaction in shares of the Common Stock during the past 60 days.

 

(d) With respect to Kellen, to the best of its knowledge, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceedings from the sale of, such securities, where such interest relates to either more or less than five percent of the class.

 

(e) Not applicable.

 

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

 

Daniel Rioux, an officer of Kellen, has the right to receive securities of the Issuer, pursuant to his membership on the Issuer’s Board of Directors. Pursuant to an agreement dated September 13, 2004 any future board compensation shares will be issued directly to Kellen.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit A     Letter agreement dated September 13, 2004.

 

Page 4 of 10 Pages


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.

 

KELLEN HOLDINGS LLC
By:  

/s/ Daniel A. Rioux


    Daniel A. Rioux
    Vice President and Treasurer

 

Dated this 25th day of July, 2005.

 

Page 5 of 10 Pages


SCHEDULE A

 

Controlling Persons

 

Kellen Holdings, LLC, a Delaware limited liability company, is a direct subsidiary of Liberty Energy Holdings, LLC, a Delaware LLC (“LEH”) and is an indirect subsidiary of Liberty Mutual Holding Company Inc., a Massachusetts mutual holding company. Liberty Mutual Holding Company Inc. is the ultimate controlling person of Kellen Holdings, LLC. Liberty Mutual Holding Company Inc. is a mutual holding company wherein its members are entitled to vote at meetings of the company. No such member is entitled to cast 10% or more of the votes. Liberty Mutual Holding Company Inc. has issued no voting securities.

 

The officer and director information for Kellen Holdings, LLC and Liberty Mutual Holding Company Inc. is as set forth below. The officer and director information for LEH is the same as Kellen.

 

Page 6 of 10 Pages


Kellen Holdings, LLC

 

175 Berkeley Street

Boston, Massachusetts 02117

 

Executive Officers

 

A. Alexander Fontanes

Chairman of the Board

Citizenship: U.S.A.

 

Gregory S. Morzano

Vice President

Citizenship: U.S.A.

 

Laurance H.S. Yahia

Assistant Treasurer and Manager,

Corporate Treasury Operations

Citizenship: U.S.A.

Everardo Goyanes

President and Chief

Executive Officer

Citizenship: U.S.A.

 

Gary J. Ostrow

Vice President

Citizenship: U.S.A.

 

Steven M. Zagoren

Assistant Treasurer

Citizenship: U.S.A.

Dennis J. Langwell

Senior Vice President and

Chief Financial Officer

Citizenship: U.S.A.

 

Daniel A. Rioux

Vice President and

Treasurer

Citizenship: U.S.A.

 

Diane S. Bainton

Assistant Secretary

Citizenship: U.S.A.

Christopher C. Mansfield

Senior Vice President and

General Counsel

Citizenship: U.S.A.

 

Richard C. Cloran

Assistant Treasurer

Citizenship: U.S.A.

 

Joshua E. Beiser

Assistant Secretary

Citizenship: U.S.A.

Robert J. Gray

Vice President

Citizenship: United Kingdom.

 

Don D. Myers

Assistant Treasurer

Citizenship: U.S.A.

 

MaryAnne M. McGruder

Assistant Secretary

Citizenship: U.S.A.

Dexter R. Legg

Vice President and Clerk

Citizenship: U.S.A.

 

Michelle M. O’Mara

Assistant Treasurer

Citizenship: U.S.A.

 

James R. Pugh

Assistant Secretary

Citizenship: U.S.A.

 

Directors

 

A. Alexander Fontanes

Chairman of the Board

Citizenship: U.S.A.

 

Dennis J. Langwell

Senior Vice President and

Chief Financial Officer

Citizenship: U.S.A.

 

Christopher C. Mansfield

Senior Vice President and

General Counsel

Citizenship: U.S.A.

 

Page 7 of 10 Pages


Liberty Mutual Holding Company Inc.

 

175 Berkeley Street

Boston, Massachusetts 02117

 

Officers

 

Edmund F. Kelly

Chairman of the Board,

President and

Chief Executive Officer

Citizenship: U.S.A.

 

Stuart M. McGuigan

Senior Vice President and

Chief Information Officer

Citizenship: U.S.A.

 

John D. Doyle

Vice President and Comptroller

Citizenship: U.S.A

J. Paul Condrin, III

Executive Vice President

Citizenship: U.S.A.

 

A. Alexander Fontanes

Executive Vice President and

Chief Investment Officer

Citizenship: U.S.A.

 

Steven M. Zagoren

Assistant Treasurer

Citizenship: U.S.A.

Gary R. Gregg

Executive Vice President

Citizenship: U.S.A.

 

Christopher C. Mansfield

Senior Vice President and

General Counsel

Citizenship: U.S.A.

 

Dexter R. Legg

Vice President and Secretary

Citizenship: U.S.A.

Roger L. Jean

Executive Vice President

Citizenship: U.S.A.

 

Helen E.R. Sayles

Senior Vice President

Citizenship: U.S.A.

 

Robert T. Muleski

Senior Vice President and

Corporate Actuary

Citizenship: U.S.A.

Thomas C. Ramey

Executive Vice President

Citizenship: U.S.A.

 

Stephen G. Sullivan

Senior Vice President

Citizenship: U.S.A.

 

Diane S. Bainton

Assistant Secretary

Citizenship: U.S.A.

Dennis J. Langwell

Senior Vice President and

Chief Financial Officer

Citizenship: U.S.A.

 

Laurance H.S. Yahia

Vice President and Treasurer

Citizenship: U.S.A.

   

 

Page 8 of 10 Pages


Liberty Mutual Holding Company Inc.

 

Directors

 

Michael J. Babcock

Private Investor

c/o Liberty Mutual

Insurance Company

175 Berkeley Street

Boston, Massachusetts 02117

Citizenship: U.S.A.

 

Francis Albert Doyle, III

President and CEO

c/o Connell Ltd. Partnership

One International Place

31st Floor

Boston, MA 02110

Citizenship: U.S.A.

 

Stephen F. Page

Vice Chairman and Chief Financial Officer

c/o United Technologies Corporation

United Technologies Building

1 Financial Plaza

Hartford, Connecticut 06101

Citizenship: U.S.A.

Gary C. Butler

President and

Chief Operating Officer

c/o Automatic Data

Processing, Inc.

One ADP Boulevard

Roseland, New Jersey 07068-1728

Citizenship: U.S.A.

 

John P. Hamill

Chairman and

Chief Executive Officer

c/o Sovereign Bank

New England

75 State Street

Boston, Massachusetts 02109

Citizenship: U.S.A.

 

Dr. Kenneth L. Rose

Vice Chairman and

Chief Executive Officer

c/o Henkels & McCoy, Inc.

985 Jolly Road

Blue Bell, Pennsylvania 19422-0900

Citizenship: U.S.A.

Charles I. Clough, Jr.

Chairman and

Chief Executive Officer

c/o Clough Capital Partners, LP

260 Franklin Street, Suite 1920

Boston, Massachusetts, 02110

Citizenship: U.S.A.

 

Marian L. Heard

President and

Chief Executive Officer

c/o United Way

of Massachusetts Bay

245 Summer Street, Suite 1401

Boston, Massachusetts 02210

Citizenship: U.S.A.

 

Ellen A. Rudnick

Executive Director and Clinical

Professor, Entrepreneurship Program

c/o University of Chicago

Graduate School of Business

1101 East 58th Street

Chicago, Illinois 60637

Citizenship: U.S.A.

Gary L. Countryman

Chairman Emeritus

c/o Liberty Mutual

Insurance Company

175 Berkeley Street

Boston, Massachusetts 02117

Citizenship: U.S.A.

 

Edmund F. Kelly

Chairman, President and

Chief Executive Officer

c/o Liberty Mutual

Holding Company, Inc.

175 Berkeley Street

Boston, Massachusetts 02117

Citizenship: U.S.A.

 

Glenn P. Strehle

Treasurer Emeritus

c/o Massachusetts Institute of Technology

77 Massachusetts Avenue, Room 9-223

Cambridge, Massachusetts 02139-4307

Citizenship: U.S.A.

Paul J. Darling, II

President and

Chief Executive Officer

c/o Corey Steel Company

2800 South 61st Court

Cicero, Illinois 60804-3091

Citizenship: U.S.A.

 

Thomas J. May

Chairman, President and

Chief Executive Officer

c/o NSTAR

800 Boylston Street

Boston, Massachusetts 02199

Citizenship: U.S.A.

 

William C. Van Faasen

Chairman, President and

Chief Executive Officer

c/o Blue Cross and Blue Shield

of Massachusetts, Inc.

Landmark Center 401 Mark Drive

Boston, Massachusetts 02215-3326

Citizenship: U.S.A

 

Page 9 of 10 Pages


EXHIBIT A

 

Kellen Holdings, LLC

175 Berkeley Street

Boston, Massachusetts 02117

 

September 13, 2004

 

Petrohawk Energy Corporation

1100 Louisiana, Suite 4400

Houston, TX 77002

Attn: General Counsel

 

Hinkle Elkouri Law Firm LLC

2000 Epic Center, 301 North Main Street

Wichita, KS 67202-4820

Attn: David S. Elkouri

 

Re: Board Compensation

 

Dear Sirs:

 

This letter is to confirm that the compensation to be paid to Daniel A. Rioux for his services to the Board of Directors of Petrohawk Energy Corporation should be paid directly to Kellen Holdings, LLC. Such compensation should be in the form of stock or stock options to the fullest extent possible.

 

Kellen Holdings, LLC

/s/ Everardo Goyanes


By:   Everardo Goyanes
Its:   President and Chief Executive Officer

 

ACKNOWLEDGED AND AGREED:

 

/s/ Daniel A. Rioux


Daniel A. Rioux

 

Page 10 of 10 Pages