p10-1572sc13da.htm
 
SECURITIES AND EXCHANGE COMMISSION
  
   
Washington, D.C. 20549
  
_______________
  
   
SCHEDULE 13D
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
 
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
2100 McKinney Avenue
Dallas, TX 75201
(214) 932-9600
 
with a copy to
Peter Halasz
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)
 
August 10, 2010
(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 9 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.  62856H107
 
SCHEDULE 13D/A
Page  2 of 9 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
3,487,661
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
3,487,661
10
SHARED DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,487,661
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)
7.6%
14
TYPE OF REPORTING PERSON*
CO

 
 
 
 
CUSIP No.  62856H107
 
SCHEDULE 13D/A
Page  3 of 9 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
178,767
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
178,767
10
SHARED DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
178,767
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)
0.4%
14
TYPE OF REPORTING PERSON*
CO


 
 
 
CUSIP No.  62856H107
 
SCHEDULE 13D/A
Page  4 of 9 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
1,706,783
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
1,706,783
10
SHARED DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,706,783
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)
3.7%
14
TYPE OF REPORTING PERSON*
CO


 

 
 
 
CUSIP No.  62856H107
 
SCHEDULE 13D/A
Page  5 of 9 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
5,605,818
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
5,605,818
10
SHARED DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,605,818
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)
12.3%
14
TYPE OF REPORTING PERSON*
PN


 
 
 
CUSIP No.  62856H107
 
SCHEDULE 13D/A
Page  6 of 9 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
5,605,818
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
5,605,818
10
SHARED DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,605,818
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)
12.3%
14
TYPE OF REPORTING PERSON*
CO


 
 
 
CUSIP No.  62856H107
 
SCHEDULE 13D/A
Page  7 of 9 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
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
5,605,818
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
5,605,818
10
SHARED DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,605,818
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)
12.3%
14
TYPE OF REPORTING PERSON*
IN



 
 
 
CUSIP No.  62856H107
 
SCHEDULE 13D/A
Page  8 of 9 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 and Amendment No. 5 filed on May 26, 2009 (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., 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. 6 to the Schedule 13D.
 

Item 4.
PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is hereby amended and restated as follows:
 
The Reporting Persons originally acquired the Shares for investment in the ordinary course of business because they believed that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.
 
On May 26, 2009, Steven J. Pully, an employee of Carlson Capital, L.P., was appointed to the Board of Directors of the Issuer.  The appointment was previously disclosed in the Reporting Persons' Amendment No. 5 to the Schedule 13D filed by on June 1, 2009 and is incorporated by reference.
 
On August 6, 2010, Mr. Pully delivered a letter of resignation to Jeff Johnson, Chief Executive Officer of the Issuer, resigning from the board of directors of the Issuer.  Mr. Pully's resignation was effective immediately.
 
A copy of the related letter of resignation dated August 6, 2010 announcing Mr. Pully's resignation is attached hereto as Exhibit 2 and is incorporated herein by reference.
 
Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.  The Reporting Persons intend to review their investments in the Issuer on a continuing basis and, depending on various factors including, without limitation, the Issuer's financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate, including, without limitation, selling some of the Shares, purchasing additional Shares, engaging in short selling of or any hedging or similar transactions with respect to the Shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
 

Item 7.
MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of the Schedule 13 is hereby amended and supplemented as follows:
 
Exhibit 2:  Resignation Letter of Steven J. Pully, dated August 6,


 
 
 
CUSIP No.  62856H107
 
SCHEDULE 13D/A
Page  9 of 9 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:  August 10, 2010

 
BLACK DIAMOND OFFSHORE LTD.
   
 
By:
Carlson Capital, L.P.,
   
its investment manager
   
 
By:
Asgard Investment Corp.,
   
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.,
   
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.,
   
its general partner
   
   
By:
/s/ Clint D. Carlson
   
Name:
Clint D. Carlson
   
Title:
President
   
 
CARLSON CAPITAL, L.P.
   
 
By:
Carlson Capital, L.P.,
   
its investment manager
   
 
By:
Asgard Investment Corp.,
   
its general partner
   
   
By:
/s/ Clint D. Carlson
   
Name:
Clint D. Carlson
   
Title:
President
   
 
ASGARD INVESTMENT CORP.
   
 
By:
Carlson Capital, L.P.,
   
its investment manager
   
   
By:
/s/ Clint D. Carlson
   
Name:
Clint D. Carlson
   
Title:
President
   
 
/s/ Clint D. Carlson
 
Clint D. Carlson

 
 


EXHIBIT 2
 
RESIGNATION LETTER
 
STEVEN J. PULLY
4564 Meadowood Road
Dallas, Texas 75220
 
August 6, 2010
 
Jeff Johnson
Chief Executive Officer
Cano Petroleum Inc.
801 Cherry Street, Suite 3200
Fort Worth, Texas 767102
 
Dear Jeff,
 
I hereby resign from the board of directors of Cano Petroleum, effective immediately. It has been a pleasure serving on the board.
 

 
Regards,
   
   
 
/s/ Steven J. Pully
 
Steven J. Pully