CUSIP No. 007974108 | PAGE 2 OF 17 PAGES |
1
|
NAME OF REPORTING PERSON:
SPO Partners II, L.P.
|
||
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(e) or 2(f): o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
14,422,800(1)
|
|
8
|
SHARED VOTING POWER:
-0-
|
||
9
|
SOLE DISPOSITIVE POWER:
14,422,800(1)
|
||
10
|
SHARED DISPOSITIVE POWER:
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
14,422,800
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
28.5%
|
||
14
|
TYPE OF REPORTING PERSON:
PN
|
(1)
|
Power is exercised through its sole general partner, SPO Advisory Partners, L.P.
|
CUSIP No. 007974108 | PAGE 3 OF 17 PAGES |
1
|
NAME OF REPORTING PERSON:
SPO Advisory Partners, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
Not Applicable
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f): o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
14,422,800(1)(2)
|
|
8
|
SHARED VOTING POWER:
-0-
|
||
9
|
SOLE DISPOSITIVE POWER:
14,422,800(1)(2)
|
||
10
|
SHARED DISPOSITIVE POWER:
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
14,422,800
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
28.5%
|
||
14
|
TYPE OF REPORTING PERSON:
PN
|
(1)
|
Soley in its capacity as the sole general partner of SPO Partners II, L.P.
|
(2) | Power is exercised through its sole general partner, SPO Advisory Corp. |
CUSIP No. 007974108 | PAGE 4 OF 17 PAGES |
1
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NAME OF REPORTING PERSON:
San Francisco Partners, L.P.
|
||
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(e) or 2(f): o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
California
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
1,289,400(1)
|
|
8
|
SHARED VOTING POWER:
-0-
|
||
9
|
SOLE DISPOSITIVE POWER:
1,289,400(1)
|
||
10
|
SHARED DISPOSITIVE POWER:
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,289,400
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.5%
|
||
14
|
TYPE OF REPORTING PERSON:
PN
|
(1) | Power is exercised through its sole general partner, SF Advisory Partners, L.P. |
CUSIP No. 007974108 | PAGE 5 OF 17 PAGES |
1
|
NAME OF REPORTING PERSON:
SF Advisory Partners, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
Not Applicable
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f): o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
1,289,400(1)(2)
|
|
8
|
SHARED VOTING POWER:
-0-
|
||
9
|
SOLE DISPOSITIVE POWER:
1,289,400(1)(2)
|
||
10
|
SHARED DISPOSITIVE POWER:
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,289,400
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.5%
|
||
14
|
TYPE OF REPORTING PERSON:
PN
|
(1) |
Solely in its capacity as the sole general partner of San Francisco Partners, L.P.
|
(2) | Power is exercised through its sole general partner, SPO Advisory Corp. |
CUSIP No. 007974108 | PAGE 6 OF 17 PAGES |
1
|
NAME OF REPORTING PERSON:
SPO Advisory Corp.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
Not Applicable
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f): o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
15,712,200(1)(2)
|
|
8
|
SHARED VOTING POWER:
-0-
|
||
9
|
SOLE DISPOSITIVE POWER:
15,712,200(1)(2)
|
||
10
|
SHARED DISPOSITIVE POWER:
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
15,712,200
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
31.0%
|
||
14
|
TYPE OF REPORTING PERSON:
CO
|
(1) |
Solely in its capacity as the sole general partner of SPO Advisory Partners, L.P. with respect to 14,422,800 of such shares; and solely in its capacity as the sole general partner of SF Advisory Partners, L.P. with respect to 1,289,400 of such shares.
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(2) | Power is exercised through its two controlling persons, John H. Scully and Edward H. McDermott. |
CUSIP No. 007974108 | PAGE 7 OF 17 PAGES |
1
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NAME OF REPORTING PERSON:
John H. Scully
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
Not Applicable
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f): o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
181,200(1)
|
|
8
|
SHARED VOTING POWER:
15,712,200(2)
|
||
9
|
SOLE DISPOSITIVE POWER:
181,200(1)
|
||
10
|
SHARED DISPOSITIVE POWER:
15,712,200(2)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
15,893,400
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
31.4%
|
||
14
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TYPE OF REPORTING PERSON:
IN
|
(1) |
Of these shares, 400 shares are held in the John H. Scully individual retirement accounts, which are self-directed, 120,000 shares underlie stock options granted to Mr. Scully as a member of the Board of Directors of the Issuer and 60,800 shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as controlling person, sole director and executive officer of Phoebe Snow Foundation, Inc.
|
(2) | These shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as one of two controlling persons of SPO Advisory Corp. |
CUSIP No. 007974108 | PAGE 8 OF 17 PAGES |
1
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NAME OF REPORTING PERSON:
Edward H. McDermott
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
Not Applicable
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f): o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
-0-
|
|
8
|
SHARED VOTING POWER:
15,712,200(1)
|
||
9
|
SOLE DISPOSITIVE POWER:
-0-
|
||
10
|
SHARED DISPOSITIVE POWER:
15,712,200(1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
15,712,200
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
31.0%
|
||
14
|
TYPE OF REPORTING PERSON:
IN
|
(1) | These shares may be deemed to be beneficially owned by Mr. McDermott solely in his capacity as one of two controlling persons of SPO Advisory Corp. |
CUSIP No. 007974108 | PAGE 9 OF 17 PAGES |
1
|
NAME OF REPORTING PERSON:
Phoebe Snow Foundation, Inc.
|
||
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(e) or 2(f): o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
California
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
60,800(1)
|
|
8
|
SHARED VOTING POWER:
-0-
|
||
9
|
SOLE DISPOSITIVE POWER:
60,800(1)
|
||
10
|
SHARED DISPOSITIVE POWER:
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
60,800
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.1%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
(1) | Power is exercised through its controlling person, sole director and executive officer, John H. Scully. |
CUSIP No. 007974108 | PAGE 10 OF 17 PAGES |
1
|
NAME OF REPORTING PERSON:
Eli J. Weinberg
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f): o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
340
|
|
8
|
SHARED VOTING POWER:
-0-
|
||
9
|
SOLE DISPOSITIVE POWER:
340
|
||
10
|
SHARED DISPOSITIVE POWER:
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
340
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
**0.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
** | Denotes less than. |
By:
|
/s/ Kim M. Silva
|
Kim M. Silva
Attorney-in-Fact for:
SPO PARTNERS II, L.P.(1)
SPO ADVISORY PARTNERS, L.P.(1)
SAN FRANCISCO PARTNERS, L.P.(1)
SF ADVISORY PARTNERS, L.P.(1)
SPO ADVISORY CORP.(1)
JOHN H. SCULLY(1)
EDWARD H. McDERMOTT (1)
PHOEBE SNOW FOUNDATION, INC.(1)
ELI J. WEINBERG(1)
(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.
|
Exhibit
|
Document Description
|
A
|
Agreement pursuant to Rule 13d-1(k)
|
B
|
Stock Purchase Agreement, dated as of April 10, 2013
|