- Amended Statement of Beneficial Ownership (SC 13D/A)
26 November 2008 - 12:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
RAM
Energy Resources, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
75130P109000
(CUSIP Number)
Roland T. Kelly
11100 Santa Monica Blvd., 12
th
Floor
Los Angeles, CA 90025
(310) 914-1373
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 21, 2008
(Date of Event which Requires Filing of this Statement)
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 §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box
o
.
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 persons 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).
Continued on following pages
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CUSIP No.
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75130P109000
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Page
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2
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of
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9 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only).
Jefferies & Company, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES OF
COMMON SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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16,279,950
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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16,279,950
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,279,950
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES OF COMMON STOCK (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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20.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO, BD
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CUSIP No.
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75130P109000
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Page
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3
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of
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9 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only).
Jefferies Group, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES OF
COMMON SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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16,279,950
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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16,279,950
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,279,950
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES OF COMMON STOCK (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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20.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO, HC
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CUSIP No.
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75130P109000
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Page
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4
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of
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9 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only).
Jefferies High Yield Trading, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES OF
COMMON SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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14,216,133
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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14,216,133
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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14,216,133
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES OF COMMON STOCK (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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18.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, BD
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CUSIP No.
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75130P109000
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Page
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5
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of
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9 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only).
Jefferies High Yield Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
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SEC USE ONLY
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|
|
|
|
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|
4
|
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
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|
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES OF
COMMON STOCK
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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14,216,133
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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14,216,133
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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14,216,133
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|
12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES OF COMMON SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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18.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, HC
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CUSIP No.
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75130P109000
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Page
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6
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of
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9 Pages
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Item 1. Security and Interest
This Schedule 13D Amendment No. 2 amends the Schedule 13D filed by Jefferies & Company, Inc.
(Jefferies), Jefferies Group, Inc. (Jefferies Group), Jefferies High Yield Trading, LLC
(Trading) and Jefferies High Yield Holdings, LLC (Holdings and together with Jefferies,
Jefferies Group, and Trading, the Reporting Persons) on December 10, 2007, as amended by
Amendment No. 1 and relates to the common stock of RAM Energy Resources, Inc. (the Issuer), par
value $0.0001 per share (the Common Stock), and is being filed on behalf of the Reporting
Persons. The address of the principal executive offices of the Issuer is 5100 East Skelly Drive,
Suite 650, Tulsa,
Oklahoma 74135.
Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
(a) Amount and Percentage of Class Beneficially Owned.
Jefferies has a service agreement with Trading, pursuant to which Trading has granted to
Jefferies the power to vote or direct the vote, and to dispose or to direct the disposition of, the
shares of Common Stock reported herein and held for the account of Trading, and, accordingly,
Jefferies may be deemed to beneficially own the shares of Common Stock reported herein which are
held for the account of Trading. Holdings is the sole owner of Trading, and, in such capacity, may
be deemed to beneficially own the shares of Common Stock reported herein which are held for the
account of Trading. Jefferies Group is the sole owner of Jefferies and a member of Holdings, and,
in such capacities, may be deemed to beneficially own the shares of Common Stock reported herein
which are held for the accounts of Jefferies and Holdings.
Amount Beneficially Owned:
As of the date hereof:
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1.
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Jefferies may be deemed to be the beneficial owner of 16,279,950 shares of
Common Stock. This number consists of 2,063,817 shares of Common Stock held for its
own account, and 14,216,133 shares of Common Stock held for the account of Trading.
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2.
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Jefferies Group may be deemed to be the beneficial owner of 16,279,950 shares
of Common Stock. This number consists of 2,063,817 shares of Common Stock held the
account of Jefferies, and 14,216,133 shares of Common Stock held for the account of
Trading.
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3.
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Trading may be deemed to be the beneficial owner of 14,216,133 shares of
Common Stock. This number consists of 14,216,133 shares of Common Stock held for its
own account.
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CUSIP No.
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75130P109000
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Page
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7
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of
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9 Pages
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4.
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Holdings may be deemed to be the beneficial owner of 14,216,133 shares of
Common Stock. This number consists of 14,216,133 shares of Common Stock held for the
account of Trading.
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Percentage of Class:
The calculations set forth in this Item 4(b) are based on 78,568,372 shares of Common Stock
outstanding. This number was received from the Issuers Form 10-Q filed on November 5, 2008.
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1.
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Jefferies may be deemed to be the beneficial owner of approximately 20.7% of
the total number of shares of Common Stock outstanding, calculated in accordance with
Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended (the
Exchange Act).
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2.
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Jefferies Group may be deemed to be the beneficial owner of approximately
20.7% of the total number of shares of Common Stock outstanding, calculated in
accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
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3.
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Trading may be deemed to be the beneficial owner of approximately 18.1% of
the total number of shares of Common Stock outstanding, calculated in accordance with
Rule 13d-3(d)(1)(i) under the Exchange Act.
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4.
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Holdings may be deemed to be the beneficial owner of approximately 18.1% of
the total number of shares of Common Stock outstanding, calculated in accordance with
Rule 13d-3(d)(1)(i) under the Exchange Act.
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(b) Number of shares as to which such person has:
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1.
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Jefferies
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Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 16,279,950
Sole power to dispose or to direct the disposition of: 0
Shared power to dispose or to direct the disposition of: 16,279,950
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2.
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Jefferies Group
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Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 16,279,950
Sole power to dispose or to direct the disposition of: 0
Shared power to dispose or to direct the disposition of: 16,279,950
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3.
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Trading
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Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 14,216,133
Sole power to dispose or to direct the disposition of: 0
Shared power to dispose or to direct the disposition of: 14,216,133
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CUSIP No.
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75130P109000
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Page
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8
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of
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9 Pages
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4.
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Holdings
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Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 14,216,133
Sole power to dispose or to direct the disposition of: 0
Shared power to dispose or to direct the disposition of: 14,216,133
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The filing of this amendment shall not be construed as an admission that Jefferies, Trading,
Holdings, or Jefferies Group is, for purposes of Sections 13(d) or 13(g) of the Securities Exchange
Act of 1934, the beneficial owner of any shares not held directly for the account of each such
Reporting Person covered by this Schedule 13D.
(c) Recent Transactions
On November 21, 2008, Trading purchased in the open market 484,203 shares of Common Stock.
The weighted average purchase price per share was $0.8802.
On November 21, 2008, Jefferies purchased in the open market 70,294 shares of Common Stock.
The weighted average purchase price per share was $0.8802.
On November 24, 2008, Trading purchased in the open market 223,809 shares of Common Stock.
The weighted average purchase price per share was $0.993.
On November 24, 2008, Jefferies purchased in the open market 32,491 shares of Common Stock.
The weighted average purchase price per share was $0.993.
On November 25, 2008, Trading purchased in the open market 228,805 shares of Common Stock.
The weighted average purchase price per share was $1.0016.
On November 25, 2008, Trading purchased in the open market 33,216 shares of Common Stock. The
weighted average purchase price per share was $1.0016.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Item 7. Material to be Filed as Exhibits
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CUSIP No.
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75130P109000
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Page
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9
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of
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9 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this Schedule 13D is true, complete and correct.
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Date: November 25, 2008
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JEFFERIES & COMPANY, INC.
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By:
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/s/ Roland T. Kelly
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Name:
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Roland T. Kelly
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Title:
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Managing Director and
Associate General Counsel
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JEFFERIES GROUP, INC.
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By:
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/s/ Roland T. Kelly
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Name:
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Roland T. Kelly
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Title:
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Assistant Secretary
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JEFFERIES HIGH YIELD TRADING, LLC
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By:
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/s/ Robert J. Welch
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Name:
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Robert J. Welch
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Title:
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Chief Financial Officer
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JEFFERIES HIGH YIELD HOLDING, LLC
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By:
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/s/ Robert J. Welch
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Name:
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Robert J. Welch
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Title:
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Chief Financial Officer
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