CUSIP No. 137801106 13G Page 1 of 12 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Cano Petroleum, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
137801106
(CUSIP Number)
September 6, 2006
(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)
[X] Rule 13d-1(c)
[ ] 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 purposes 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 1 of 12 Pages
CUSIP No. 137801106 13G Page 2 of 12 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GLG Partners LP
-------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,250,432 Shares of Common Stock
5,175 shares of Series D Convertible Preferred Stock which
are convertible into 900,450 shares of Common Stock
OWNED BY ----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ----------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,250,432 Shares of Common Stock
5,175 shares of Series D Convertible Preferred Stock which
are convertible into 900,450 shares of Common Stock
-------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,432 Shares of Common Stock
5,175 shares of Series D Convertible Preferred Stock which are
convertible into 900,450 shares of Common Stock
-------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
-------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.48%
-------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 137801106 13G Page 3 of 12 Pages
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GLG North American Opportunity Fund
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,207,178 Shares of Common Stock
5,175 shares of Series D Convertible Preferred Stock which
are convertible into 900,450 shares of Common Stock
OWNED BY ----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ----------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,207,178 Shares of Common Stock
5,175 shares of Series D Convertible Preferred Stock which
are convertible into 900,450 shares of Common Stock
-------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,207,178 Shares of Common Stock
5,175 shares of Series D Convertible Preferred Stock which are
convertible into 900,450 shares of Common Stock
-------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
-------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.35%
-------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 137801106 13G Page 4 of 12 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GLG Partners Limited
-------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
-------------------------------------------------------------------------------
(3) SEC USE ONLY
-------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
-------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,250,432 Shares of Common Stock
5,175 shares of Series D Convertible Preferred Stock which
are convertible into 900,450 shares of Common Stock
OWNED BY ----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ----------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,250,432 Shares of Common Stock
5,175 shares of Series D Convertible Preferred Stock which
are convertible into 900,450 shares of Common Stock
-------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,432 Shares of Common Stock
5,175 shares of Series D Convertible Preferred Stock which are
convertible into 900,450 shares of Common Stock
-------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
-------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.48%
-------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, HC
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CUSIP No. 137801106 13G Page 5 of 12 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Noam Gottesman
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,250,432 Shares of Common Stock
5,175 shares of Series D Convertible Preferred Stock which
are convertible into 900,450 shares of Common Stock
OWNED BY ----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ----------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,250,432 Shares of Common Stock
5,175 shares of Series D Convertible Preferred Stock which
are convertible into 900,450 shares of Common Stock
-------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,432 Shares of Common Stock
5,175 shares of Series D Convertible Preferred Stock which are
convertible into 900,450 shares of Common Stock
-------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
-------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.48%
-------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
-------------------------------------------------------------------------------
CUSIP No. 137801106 13G Page 6 of 12 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Pierre Lagrange
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
-------------------------------------------------------------------------------
(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium
-------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,250,432 Shares of Common Stock
5,175 shares of Series D Convertible Preferred Stock which
are convertible into 900,450 shares of Common Stock
OWNED BY ----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ----------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,250,432 Shares of Common Stock
5,175 shares of Series D Convertible Preferred Stock which
are convertible into 900,450 shares of Common Stock
-------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,432 Shares of Common Stock
5,175 shares of Series D Convertible Preferred Stock which are
convertible into 900,450 shares of Common Stock
-------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
-------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.48%
-------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
-------------------------------------------------------------------------------
CUSIP No. 137801106 13G Page 7 of 12 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Emmanuel Roman
-------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
-------------------------------------------------------------------------------
(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
France
-------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,250,432 Shares of Common Stock
5,175 shares of Series D Convertible Preferred Stock which
are convertible into 900,450 shares of Common Stock
OWNED BY ----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ----------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,250,432 Shares of Common Stock
5,175 shares of Series D Convertible Preferred Stock which
are convertible into 900,450 shares of Common Stock
-------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,432 Shares of Common Stock
5,175 shares of Series D Convertible Preferred Stock which are
convertible into 900,450 shares of Common Stock
-------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
-------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.48%
-------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
-------------------------------------------------------------------------------
CUSIP No. 137801106 13G Page 8 of 12 Pages
Item 1.
(a) Name of Issuer
Cano Petroleum, Inc., a Delaware corporation (the "Company").
(b) Address of Issuer's Principal Executive Offices
Burnett Plaza, 801 Cherry Street
Unit 25, Suite 3200
Fort Worth, Texas 76102
Item 2(a). Name of Person Filing
This statement is filed by the entities and persons listed below, who are
collectively referred to herein as "Reporting Persons," with respect to
Shares (as defined in Item 2(d) below) of the Company:
(i) GLG North American Opportunity Fund (the "North American
Fund"), with respect to the Shares held by North American
Fund.
INVESTMENT MANAGER
(ii) GLG Partners, LP (the "Investment Manager"), with respect to
the Shares held by North American Fund and certain other funds
to which the Investment Manager serves as investment manager
(collectively, the "GLG Funds").
GENERAL PARTNER
(iii) GLG Partners Limited (the "General Partner"), which serves as
the general partner of the Investment Manager, with respect to
the Shares held by each of the GLG Funds.
REPORTING INDIVIDUALS
(iv) Mr. Noam Gottesman ("Mr. Gottesman"), with respect to the Shares
held by each of the GLG Funds.
(v) Mr. Pierre Lagrange ("Mr. Lagrange"), with respect to the Shares
held by each of the GLG Funds.
(vi) Mr. Emmanuel Roman ("Mr. Roman"), with respect to the Shares held
by each of the GLG Funds.
Mr. Gottesman, Mr. Lagrange and Mr. Roman are collectively referred to as
the "Reporting Individuals."
The Investment Manager serves as the investment manager to each of the
GLG Funds. The General Partner serves as the general partner to the
Investment Manager. Each of the Reporting Individuals is a Managing
Director of the General Partner.
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Reporting
Persons is:
CUSIP No. 137801106 13G Page 9 of 12 Pages
c/o GLG Partners LP
1 Curzon Street
London W1J 5HB
United Kingdom
Item 2(c). Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such
Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, $0.0001 par value per share (the "Shares")
Item 2(e) CUSIP Number
137801106
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-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 ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Section 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 Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11
of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person. The Company's most
recent current report on Form 10-Q, Amendment No. 1 to which was filed on
CUSIP No. 137801106 13G Page 10 of 12 Pages
December 26, 2006, indicates there were 32,308,894 Shares outstanding as
of December 26, 2006.
In addition to the Shares, the GLG Funds own warrants to purchase 262,500
shares of Common Stock of the Company. However, these warrants may not be
exercised until March 5, 2007 and as a result are not included on this
Schedule 13G.
The Investment Manager, which serves as the investment manager to each of
the GLG Funds, may be deemed to be the beneficial owner of all Shares
owned by the GLG Funds. The General Partner, as general partner to the
Investment Manager, may be deemed to be the beneficial owner of all
Shares owned by the GLG Funds. Each of the Reporting Individuals, as a
Managing Director of the General Partner with the power to exercise
investment discretion, may be deemed to be the beneficial owner of all
Shares owned by the GLG Funds. Each of the Investment Manager, the
General Partner, and the Reporting Individuals hereby disclaims any
beneficial ownership of any such Shares, except for their pecuniary
interest therein.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [ ]
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
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of January 16, 2007, by and among
GLG North American Opportunity Fund, GLG Partners LP, GLG Partners Limited, Noam
Gottesman, Pierre Lagrange and Emmanuel Roman.
CUSIP No. 137801106 13G Page 11 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: January 16, 2007
GLG NORTH AMERICAN OPPORTUNITY FUND
By: GLG Partners LP,
as its Investment Manager GLG PARTNERS LIMITED
By: GLG Partners Limited,
as its General Partner
/s/ Emmanuel Roman
--------------------------
Name: Emmanuel Roman
/s/ Emmanuel Roman Title: Attorney-in-Fact for
--------------------------- Noam Gottesman, Managing Director
Name: Emmanuel Roman
Title: Attorney-in-Fact for
Noam Gottesman, Managing Director
/s/ Victoria Parry
--------------------------
Name: Victoria Parry
Title: Senior Legal Counsel
/s/ Victoria Parry
---------------------------
Name: Victoria Parry
Title: Senior Legal Counsel
/s/ Emmanuel Roman
--------------------------
EMMANUEL ROMAN, individually and
GLG PARTNERS LP on behalf of Noam Gottesman and
By: GLG Partners Limited, Pierre Lagrange
as its General Partner
/s/ Emmanuel Roman
--------------------------
Name: Emmanuel Roman
Title: Attorney-in-Fact for
Noam Gottesman, Managing Director
/s/ Victoria Parry
--------------------------
Name: Victoria Parry
Title: Senior Legal Counsel
The Powers of Attorney executed by Noam Gottesman and Pierre Lagrange,
authorizing Emmanuel Roman to sign and file this Schedule 13G on each person's
behalf, which were filed with the Schedule 13G filed with the Securities and
Exchange Commission on December 15, 2006 by such Reporting Persons with respect
to the common stock of Movado Group, Inc., are hereby incorporated by reference.
CUSIP No. 137801106 13G Page 12 of 12 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the Shares
is being filed, and all amendments thereto will be filed, on behalf of each of
the persons and entities named below in accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Dated as of January 16, 2007
GLG NORTH AMERICAN OPPORTUNITY FUND
By: GLG Partners LP,
as its Investment Manager
By: GLG Partners Limited, GLG PARTNERS LIMITED
as its General Partner
/s/ Emmanuel Roman
--------------------------
/s/ Emmanuel Roman Name: Emmanuel Roman
-------------------------- Title: Attorney-in-Fact for
Name: Emmanuel Roman Noam Gottesman, Managing Director
Title: Attorney-in-Fact for
Noam Gottesman, Managing Director
/s/ Victoria Parry
--------------------------
Name: Victoria Parry
/s/ Victoria Parry Title: Senior Legal Counsel
--------------------------
Name: Victoria Parry
Title: Senior Legal Counsel
/s/ Emmanuel Roman
--------------------------
GLG PARTNERS LP EMMANUEL ROMAN, individually and
By: GLG Partners Limited, on behalf of Noam Gottesman and
as its General Partner Pierre Lagrange
/s/ Emmanuel Roman
--------------------------
Name: Emmanuel Roman
Title: Attorney-in-Fact for
Noam Gottesman, Managing Director
/s/ Victoria Parry
--------------------------
Name: Victoria Parry
Title: Senior Legal Counsel