SC 13D/A 1 p11-1935sc13da.htm CANO PETROLEUM, INC. p11-1935sc13da.htm

SECURITIES AND EXCHANGE COMMISSION
  
   
Washington, D.C. 20549
  
_______________
  
   
SCHEDULE 13D/A
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 9)
 
CANO PETROLEUM, INC.
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
137801106
(CUSIP Number)
 
Steven J. Pully
Carlson Capital, L.P.
2100 McKinney Avenue, Suite 1800
Dallas, TX 75201
(214) 932-9600
 
with a copy to
David E. Rosewater
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 2, 2011
(Date of Event which Requires
Filing of this Schedule)

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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)
 
(Page 1 of 11 Pages)
 
--------------------------
* 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).


 
 
 
CUSIP No.  137801106
 
SCHEDULE 13D
Page 2 of 11 Pages
 



1
NAME OF REPORTING PERSON
Double Black Diamond Offshore Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
1,779,347
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
1,779,347
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,779,347
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
3.9%
14
TYPE OF REPORTING PERSON*
CO



 
 
 
CUSIP No.  137801106
 
SCHEDULE 13D
Page 3 of 11 Pages



1
NAME OF REPORTING PERSON
Black Diamond Offshore Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
91,206
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
91,206
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
91,206
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.2%
14
TYPE OF REPORTING PERSON*
CO




 
 
 
CUSIP No.  137801106
 
SCHEDULE 13D
Page 4 of 11 Pages


1
NAME OF REPORTING PERSON
Black Diamond Relative Value Offshore Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
870,775
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
870,775
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
870,775
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
1.9%
14
TYPE OF REPORTING PERSON*
CO


 
 
 
CUSIP No.  137801106
 
SCHEDULE 13D
Page 5 of 11 Pages



1
NAME OF REPORTING PERSON
Carlson Capital, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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
2,860,000
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
2,860,000
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,860,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.3%
14
TYPE OF REPORTING PERSON*
PN


 
 
 
CUSIP No.  137801106
 
SCHEDULE 13D
Page 6 of 11 Pages


1
NAME OF REPORTING PERSON
Asgard Investment Corp. II
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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
2,860,000
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
2,860,000
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,860,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.3%
14
TYPE OF REPORTING PERSON*
CO


 
 
 
CUSIP No.  137801106
 
SCHEDULE 13D
Page 7 of 11 Pages



1
NAME OF REPORTING PERSON
Asgard Investment Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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
2,860,000
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
2,860,000
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,860,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.3%
14
TYPE OF REPORTING PERSON*
CO


 
 
 
CUSIP No.  137801106
 
SCHEDULE 13D
Page 8 of 11 Pages


1
NAME OF REPORTING PERSON
Clint D. Carlson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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
0
8
SHARED VOTING POWER
2,860,000
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
2,860,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,860,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.3%
14
TYPE OF REPORTING PERSON*
IN



 
 
 
CUSIP No.  137801106
 
SCHEDULE 13D
Page 9 of 11 Pages




The Schedule 13D filed on August 25, 2008, as amended by Amendment No. 1 filed on September 9, 2008, Amendment No. 2 filed on September 25, 2008, Amendment No. 3 filed on October 8, 2008, Amendment No. 4 filed on October 31, 2008, Amendment No. 5 filed on May 26, 2009, Amendment No. 6 filed on August 11, 2010, Amendment No. 7 filed on October 20, 2010 and Amendment No. 8 filed on March 4, 2011 (the "Schedule 13D") by Double Black Diamond Offshore Ltd., a Cayman Islands exempted company, Black Diamond Offshore Ltd., a Cayman Islands exempted company, Black Diamond Relative Value Offshore Ltd., a Cayman Islands exempted company, Carlson Capital, L.P., a Delaware limited partnership, Asgard Investment Corp. II, a Delaware corporation, Asgard Investment Corp., a Delaware corporation and Clint D. Carlson (together, the "Reporting Persons"), relating to the shares ("Shares") of common stock, par value $0.0001 per share, of Cano Petroleum, Inc. (the "Issuer"), is hereby amended as set forth below by this Amendment No. 9 to the Schedule 13D.

Item 3.
Source and Amount of Funds or other Consideration
   
Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
 
A total of approximately $5,107,828.76 was used by the Reporting Persons to acquire the Shares reported herein.

Item 5.
Interest in Securities of the Issuer
   
Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated as follows:
 
(a) As of the close of business on December 6, 2011, the Reporting Persons beneficially owned an aggregate of 2,860,000 Shares, constituting approximately 6.3% of the Shares outstanding.
 
The aggregate percentage of Shares beneficially owned by the Reporting Persons is based upon 45,057,992 Shares outstanding, which is the total number of Shares issued and outstanding as of October 27, 2011 as reported by the Issuer on its Form 10-K/A for the fiscal year ended June 30, 2011, filed on October 28, 2011.
 
(b) Carlson Capital, Asgard II, Asgard and Mr. Carlson have the power to vote and direct the disposition of (i) the 91,206 Shares reported herein as owned by Offshore Ltd., (ii) the 1,779,347 Shares reported herein as owned by Double Offshore Ltd., (iii) the 870,775 Shares reported herein as owned by Relative Value Offshore Ltd., and (iv) an additional 118,672 Shares held in the Account.
 
(c) Information concerning transactions in the Shares effected by the Reporting Persons in the past sixty days is set forth in Appendix A hereto and is incorporated herein by reference.


 
 
 
CUSIP No.  137801106
 
SCHEDULE 13D
Page 10 of 11 Pages



SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  December 7, 2011
 
 
BLACK DIAMOND OFFSHORE LTD.
   
 
By:
Carlson Capital, L.P.,
   
its investment manager
   
 
By:
Asgard Investment Corp. II,
   
its general partner
   
   
By:
/s/ Clint D. Carlson
   
Name:
Clint D. Carlson
   
Title:
President
   
 
DOUBLE BLACK DIAMOND OFFSHORE LTD.
   
 
By:
Carlson Capital, L.P.,
   
its investment manager
   
 
By:
Asgard Investment Corp. II,
   
its general partner
   
   
By:
/s/ Clint D. Carlson
   
Name:
Clint D. Carlson
   
Title:
President
   
 
BLACK DIAMOND RELATIVE VALUE OFFSHORE LTD.
   
 
By:
Carlson Capital, L.P.,
   
its investment manager
   
 
By:
Asgard Investment Corp. II,
   
its general partner
   
   
By:
/s/ Clint D. Carlson
   
Name:
Clint D. Carlson
   
Title:
President


 
 
 
CUSIP No.  137801106
 
SCHEDULE 13D
Page 11 of 11 Pages



 
CARLSON CAPITAL, L.P.
   
 
By:
Asgard Investment Corp. II,
   
its general partner
   
   
By:
/s/ Clint D. Carlson
   
Name:
Clint D. Carlson
   
Title:
President
   
 
ASGARD INVESTMENT CORP. II
   
   
By:
/s/ Clint D. Carlson
   
Name:
Clint D. Carlson
   
Title:
President
   
 
ASGARD INVESTMENT CORP.
   
   
By:
/s/ Clint D. Carlson
   
Name:
Clint D. Carlson
   
Title:
President
   
   
 
/s/ Clint D. Carlson
 
Clint D. Carlson


 
 
 
 
 

APPENDIX A
 
TRANSACTIONS IN THE ISSUER'S SHARES OF COMMON STOCK BY THE
REPORTING PERSONS IN THE PAST SIXTY (60) DAYS
 
The following tables set forth all transactions in the shares of Common Stock of the Issuer effected in the past sixty (60) days by each of the Reporting Persons, as applicable. Unless otherwise noted, all such transactions were effected in private transactions.
 

Black Diamond Relative Value Offshore Ltd.
 
Trade Date
Amount Purchased (Sold)
Price per Share ($)
12/02/11
(31)
$0.19
12/02/11
(265,646)
$0.1908
     
Double Black Diamond Offshore Ltd.
     
Trade Date
Amount Purchased (Sold)
Price per Share ($)
12/02/11
(62)
$0.19
12/02/11
(542,824)
$0.1908
     
 
Black Diamond Offshore Ltd.
    
     
Trade Date
Amount Purchased (Sold)
Price per Share ($)
12/02/11
(3)
$0.19
12/02/11
(27,824)
$0.1908
     
Carlson Capital on behalf of the Account
 
    
Trade Date
Amount Purchased (Sold)
Price per Share ($)
12/02/11
(4)
$0.19
12/02/11
(36,204)
$0.1908