================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 7, 2003 Date of Report (Date of earliest event reported) ENERGY PARTNERS, LTD. (Exact name of registrant as specified in its charter) Delaware 001-16179 72-1409562 (State or other jurisdiction of (Commission file number) (I.R.S. Employer incorporation or organization) Identification No.) 201 St. Charles Avenue, Suite 3400 New Orleans, Louisiana 70170 (Address of principal executive offices) (504) 569-1875 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ================================================================================ Item 5. Other Events. On August 7, 2003, Evercore Capital Partners, L.P. and certain of its affiliates agreed to sell the 2,500,000 shares of our common stock registered for sale under the registration statement on Form S-3 (No. 333-106809) we filed with the Securities and Exchange Commission on July 3, 2003, which was declared effective on July 11, 2003. We are filing as an exhibit to this Current Report on Form 8-K the underwriting agreement related to the foregoing transaction, which document is listed on the exhibit list under Item 7 of this Form 8-K. Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibit is filed herewith: Exhibit No. Description ----------- --------------------------------------------------- 1.1 Underwriting Agreement, dated as of August 7, 2003, among the Company, the Selling Stockholders and the Underwriter (capitalized terms as defined therein). -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 8, 2003 ENERGY PARTNERS, LTD. By: /s/ John H. Peper -------------------------------------- Name: John H. Peper Title: Executive Vice President, General Counsel and Corporate Secretary