0001104659-06-033246.txt : 20060510 0001104659-06-033246.hdr.sgml : 20060510 20060510154539 ACCESSION NUMBER: 0001104659-06-033246 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060510 DATE AS OF CHANGE: 20060510 GROUP MEMBERS: LGB CAP ROCK LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAP ROCK ENERGY CORP CENTRAL INDEX KEY: 0001129162 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 752794300 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78508 FILM NUMBER: 06825900 BUSINESS ADDRESS: STREET 1: 500 WEST WALL STREET SUITE 400 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 2142373223 MAIL ADDRESS: STREET 1: 500 WEST WALL STREET SUITE 400 CITY: MIDLAND STATE: TX ZIP: 79701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cap Rock Holding CORP CENTRAL INDEX KEY: 0001344267 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 630 FIFTH AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 212-651-1100 MAIL ADDRESS: STREET 1: 630 FIFTH AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10111 SC 13D/A 1 a06-11601_1sc13da.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Cap Rock Energy Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

13910R102

(CUSIP Number)

Robert J.S. Roriston

Cap Rock Holding Corporation

630 Fifth Avenue

New York, NY 10111

(212) 651-1111

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:

Richard Hall, Esq.

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

(212) 474-1000

May 10, 2006

(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 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. 13910R102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) CAP ROCK HOLDING CORPORATION IRS Identification Nos. of Above Person (entities only)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power See items 5(a) and 5(b)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power See items 5(a) and 5(b)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 254,245 (consisting of possible deemed indirect beneficial ownership through voting agreement with principal shareholders). See Item 5.

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 14.6%

	14.	Type of Reporting Person (See Instructions) CO, HC

CUSIP No. 13910R102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) LGB CAP ROCK LLC IRS Identification Nos. of Above Person (entities only)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power See items 5(a) and 5(b)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power See items 5(a) and 5(b)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 254,245 (consisting of possible deemed indirect beneficial ownership through voting agreement with principal shareholders). See Item 5.

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 14.6%

	14.	Type of Reporting Person (See Instructions) CO, HC

	This Amendment No. 1 amends the Statement on Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission on November 14, 2005, and is filed by Cap Rock Holding Corporation, a corporation organized under the laws of the State of Delaware (“CHC”), and LGB Cap Rock LLC, a limited liability company organized under the laws of the State of Delaware (“LGB CR LLC” and, together with CHC, the “Reporting Persons”). This amendment to the Schedule 13D relates to the shares of Common Stock of Cap Rock Energy Corporation, a corporation organized under the laws of the State of Texas. The following amendments to the Schedule 13D are hereby made. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D.

Item 5.	Interest in Securities of the Issuer
	Item 5 is hereby amended and restated in its entirety as follows: (a) The Company has represented to CHC that there were 1,702,089 shares of Common Stock issued and outstanding as of the close of business on April 30, 2006. The Principal Shareholders have represented to CHC that they owned an aggregate of 253,636 shares of Common Stock as of November 4, 2005, the date on which CHC and LGB CR LLC might be deemed to have become beneficial owners of the Common Stock owned by the Principal Shareholders. The Company has provided certain information to CHC and LGB CR LLC indicating that as of April 30, 2006, (i) the Principal Shareholders owned an aggregate of 216,689 shares of Common Stock and deferred share units representing 37,556 unissued shares under a deferred compensation plan and (ii) two other directors owned an aggregate of 347 similar deferred share units. Including these unissued shares, the information provided by the Company indicates that the Principal Shareholders beneficially own an aggregate of 254,245 shares. The 254,245 shares would constitute 14.6% of: (i) the total issued and outstanding shares of Common Stock of the Company, plus (ii) the 37,556 unissued deferred shares of the Principal Shareholders and the 347 unissued deferred shares owned by the two directors. Nothing in this Schedule 13D shall be construed as an admission that any of CHC or LGB CR LLC is, for the purposes of the Act, the beneficial owner of any of such shares of Common Stock owned by the Principal Shareholders. (b) As the result of the Principal Shareholder Agreement, CHC may be deemed to have shared voting or dispositive power with respect to the 254,245 shares of Common Stock beneficially owned by the Principal Shareholders. As the owner of 100% of the capital stock of CHC, LGB CR LLC may be deemed to have shared voting or dispositive power with respect to the 254,245 shares of Common Stock beneficially owned by the Principal Shareholders. (c) Other than as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the Common Stock during the past 60 days. To the best knowledge of the Reporting Persons, no executive officer or director of any Reporting Person or manager of any of the Reporting Persons, as the case may be, has effected any transaction in the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 6 is hereby amended by adding the following immediately before the ultimate paragraph thereof: On May 2, 2006, Celia Page’s employment with the Company and Ulen North’s employment with the Company were terminated. In connection with such terminations, the parties to the Rollover Agreement executed a First Amendment (the “Rollover Amendment”), dated as of May 2, 2006 and effective as of May 10, 2006, to the Rollover Agreement. The effect of the Rollover Amendment is that Ms. Page and Mr. North are no longer parties to the Rollover Agreement and will not be subscribing for a number of shares of CHC common stock in exchange for shares of Company Common Stock or any other consideration. The foregoing description of the Rollover Amendment does not purport to be complete and is qualified by reference to the Rollover Amendment, which is filed as Exhibit 1 to this amendment.

Item 7.	Material to Be Filed as Exhibits

Exhibit 1	First Amendment, dated as of May 2, 2006, to the Rollover Agreement, dated as of November 4, 2005, among CHC and the Purchasers.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	CAP ROCK HOLDING CORPORATION,

	May 10, 2006
	Date
	/s/ J. Russell Triedman
	Signature
	J. Russell Triedman Vice President and Secretary
	Name/Title

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	LGB CAP ROCK LLC,

	May 10, 2006
	Date
	/s/ Robert J.S. Roriston
	Signature
	Robert J.S. Roriston Manager
	Name/Title

Exhibit Index

Exhibit No.		Description

Exhibit 1		First Amendment, dated as of May 2, 2006, to the Rollover Agreement, dated as of November 4, 2005, among CHC and the Purchasers.

EX-1 2 a06-11601_1ex1.htm EX-1

EXHIBIT 1

FIRST AMENDMENT, dated as of May 2, 2006, to the Rollover Agreement dated as of November 4, 2005 among Cap Rock Holding Corporation (“CHC”), LGB Cap Rock LLC, David W. Pruitt, Ulen A. North, Jr., Sam Prough and Celia Page (the “Rollover Agreement”).

WHEREAS as of the date hereof, Celia Page, Cap Rock Energy Corporation (“Cap Rock”) and CHC intend to execute a Severance Agreement and Waiver and Release (the “Page Severance Agreement”), whereby, inter alia, (i) Ms. Page will voluntarily terminate her employment with Cap Rock in exchange for a cash severance payment of $283,471.00, (ii) certain provisions of Ms. Page’s employment agreement with Cap Rock will terminate, (iii) Ms. Page will acknowledge that CHC will not be obligated to, and will not, grant Ms. Page any restricted shares pursuant to her restricted stock agreement with CHC, and (iv) Ms. Page will waive any and all claims she might have against Cap Rock or CHC; and

WHEREAS as of the date hereof, Mr. North, Cap Rock and CHC intend to execute a Severance Agreement and Waiver and Release (the “North Severance Agreement”), whereby, inter alia, (i) Mr. North will voluntarily terminate his employment with Cap Rock in exchange for a cash severance payment of $205,000.00, (ii) Mr. North’s employment agreement with Cap Rock will terminate, (iii) Mr. North and CHC will agree to the amendment of certain terms of the Restricted Stock Agreement dated as of November 4, 2005 between Mr. North and CHC, including the number of restricted shares to be granted to Mr. North thereunder, and (iv) Mr. North will waive any and all claims he might have against Cap Rock or CHC.

NOW, THEREFORE, the parties hereto agree as follows:

Ms. Page and Mr. North shall cease to be parties to the Rollover Agreement. Each party to the Rollover Agreement other than Ms. Page and Mr. North waives any rights, remedies or other benefits that may be asserted against Ms. Page or Mr. North in connection with the Rollover Agreement. Each of Ms. Page and Mr. North waives any rights, remedies or other benefits that may be asserted against any other party to the Rollover Agreement in connection with the Rollover Agreement.

This First Amendment to the Rollover Agreement shall become effective with respect to Ms. Page on the Effective Date of the Page Severance Agreement (as defined therein). This First Amendment to the Rollover Agreement shall become effective with respect to Mr. North on the Effective Date of the North Severance Agreement (as defined therein).

FOR THE AVOIDANCE OF DOUBT, THIS FIRST AMENDMENT TO THE ROLLOVER AGREEMENT SHALL BE GOVERNED BY SECTION 6.05 OF THE ROLLOVER AGREEMENT, ENTITLED “APPLICABLE LAW”, AND SECTION 6.10 OF THE ROLLOVER AGREEMENT, ENTITLED “EXCLUSIVE JURISDICTION; WAIVER OF JURY TRIAL”.

This First Amendment to the Rollover Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile signatures shall be deemed to constitute originals.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to the Rollover Agreement to be duly executed as of the date first written above.

CAP ROCK HOLDING CORPORATION,

	by
		/s/ J. Russell Triedman
		Name:	J. Russell Triedman
		Title:	Vice President and Secretary

LGB CAP ROCK LLC,

	by
		/s/ J. Russell Triedman
		Name:	J. Russell Triedman
		Title:	Manager

DAVID W. PRUITT,

	by
		/s/ David W. Pruitt

ULEN A. NORTH, JR.,

	by
		/s/ Ulen A. North, Jr.

SAM PROUGH,

	by
		/s/ Sam Prough

CELIA PAGE,

	by
		/s/ Celia Page

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Signature

Signature

FOR THE AVOIDANCE OF DOUBT, THIS FIRST AMENDMENT TO THE ROLLOVER AGREEMENT SHALL BE GOVERNED BY SECTION 6.05 OF THE ROLLOVER AGREEMENT, ENTITLED “APPLICABLE LAW”, AND SECTION 6.10 OF THE ROLLOVER AGREEMENT, ENTITLED “EXCLUSIVE JURISDICTION; WAIVER OF JURY TRIAL”.

Under the Securities Exchange Act of 1934
(Amendment No. 1)*