-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UKkUx/Rpzonejmcgr9I5GG53DtqCt1JqSYqa0+6JyxkKtXAvCqUffx989La75R5y 8mKkXIvpEGz2iFuW7LeWCQ== 0001015402-04-005192.txt : 20041124 0001015402-04-005192.hdr.sgml : 20041124 20041124144755 ACCESSION NUMBER: 0001015402-04-005192 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041124 DATE AS OF CHANGE: 20041124 GROUP MEMBERS: D. MARTIN PHILLIPS GROUP MEMBERS: DAVID B. MILLER GROUP MEMBERS: ENCAP INVESTMENTS GP, L.L.C. GROUP MEMBERS: ENCAP INVESTMENTS L.P. GROUP MEMBERS: GARY R. PETERSEN GROUP MEMBERS: RNBD GP LLC GROUP MEMBERS: ROBERT L. ZORICH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Copano Energy, L.L.C. CENTRAL INDEX KEY: 0001297067 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 270065678 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80167 FILM NUMBER: 041166829 BUSINESS ADDRESS: STREET 1: 2727 ALLEN PARKWAY, SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 713-621-9547 MAIL ADDRESS: STREET 1: 2727 ALLEN PARKWAY, SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77019 FORMER COMPANY: FORMER CONFORMED NAME: Copano Energy Holdings, L.L.C. DATE OF NAME CHANGE: 20040713 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENCAP INVESTMENTS LLC CENTRAL INDEX KEY: 0001083297 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1001 LOUISIANA STREET CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 420-2600 MAIL ADDRESS: STREET 1: 1001 LOUISIANA STREET CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 COPANO ENERGY, L.L.C. (NAME OF ISSUER) COMMON UNITS (TITLE OF CLASS OF SECURITIES) 217202100 (CUSIP NUMBER) ENCAP INVESTMENTS L.L.C. 1100 LOUISIANA, SUITE 3350 HOUSTON, TEXAS 77002 (713)659-6100 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) NOVEMBER 15, 2004 (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 which is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 204.13d-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 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. CUSIP NO. 217202100 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) ENCAP INVESTMENTS L.L.C. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] ------- (3) SEC Use Only (4) Source of Funds (See Instructions) OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization ENCAP INVESTMENTS L.L.C. ("ENCAP INVESTMENTS") IS A LIMITED LIABILITY COMPANY ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE. Number of (7) Sole Voting Power 0 --- ------------------- - Shares Bene- ficially (8) Shared Voting Power 230,560(1) --- --------------------- ---------- Owned by Each (9) Sole Dispositive Power 0 --- ------------------------ - Reporting Person With (10) Shared Dispositive Power 230,560(1) ------------ ---- -------------------------- ---------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 230,560(2) ---------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 3.3%(3) ------- (14) Type of Reporting Person (See Instructions) OO ______ (1) EnCap Investments may be deemed to have voting and dispositive power with respect to the Common Units owned by EnCap Energy Capital Fund III, L.P. ("EnCap III"), EnCap Energy Acquisition Fund III-B, Inc. ("EnCap III-B Inc."), and BOCP Energy Partners, L.P. ("BOCP"). See Items 2 and 5. (2) EnCap Investments disclaims any beneficial ownership of the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP in excess of its pecuniary interest in such Common Units. (3) Based on 7,038,252 Common Units issued and outstanding as of November 15, 2004, as disclosed to the reporting persons by the Issuer. As described in Items 3, 4, and 5(e), on the same day that EnCap III, EnCap III-B Inc., and BOCP acquired more than five percent of the Issuer's Common Units, the Issuer repurchased an aggregate of 375,000 Common Units reducing their aggregate ownership to 3.3%. 2 CUSIP NO. 217202100 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) ENCAP INVESTMENTS L.P. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] ------- (3) SEC Use Only (4) Source of Funds (See Instructions) OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization ENCAP INVESTMENTS L.P. ("ENCAP INVESTMENTS LP") IS A LIMITED PARTNERSHIP ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE. Number of (7) Sole Voting Power 0 --- ------------------- - Shares Bene- ficially (8) Shared Voting Power 230,560(1) --- --------------------- ---------- Owned by Each (9) Sole Dispositive Power 0 --- ------------------------ - Reporting Person With (10) Shared Dispositive Power 230,560(1) ------------ ---- -------------------------- ---------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 230,560(2) ---------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 3.3%(3) ------- (14) Type of Reporting Person (See Instructions) PN ______ (1) EnCap Investments LP may be deemed to have voting and dispositive power with respect to the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP. See Items 2 and 5. (2) EnCap Investments LP disclaims any beneficial ownership of the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP. (3) Based on 7,038,252 Common Units issued and outstanding as of November 15, 2004, as disclosed to the reporting persons by the Issuer. As described in Items 3, 4, and 5(e), on the same day that EnCap III, EnCap III-B Inc., and BOCP acquired more than five percent of the Issuer's Common Units, the Issuer repurchased an aggregate of 375,000 Common Units reducing their aggregate ownership to 3.3%. 3 CUSIP NO. 217202100 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) ENCAP INVESTMENTS GP, L.L.C. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] ------- (3) SEC Use Only (4) Source of Funds (See Instructions) OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization ENCAP INVESTMENTS GP, L.L.C. ("ENCAP INVESTMENTS GP") IS A LIMITED LIABILITY COMPANY ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE. Number of (7) Sole Voting Power 0 --- ------------------- - Shares Bene- ficially (8) Shared Voting Power 230,560(1) --- --------------------- ---------- Owned by Each (9) Sole Dispositive Power 0 --- ------------------------ - Reporting Person With (10) Shared Dispositive Power 230,560(1) ------------ ---- -------------------------- ---------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 230,560(2) ---------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 3.3%(3) ------- (14) Type of Reporting Person (See Instructions) OO ______ (1) EnCap Investments GP may be deemed to have voting and dispositive power with respect to the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP. See Items 2 and 5. (2) EnCap Investments GP disclaims any beneficial ownership of the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP. (3) Based on 7,038,252 Common Units issued and outstanding as of November 15, 2004, as disclosed to the reporting persons by the Issuer. As described in Items 3, 4, and 5(e), on the same day that EnCap III, EnCap III-B Inc., and BOCP acquired more than five percent of the Issuer's Common Units, the Issuer repurchased an aggregate of 375,000 Common Units reducing their aggregate ownership to 3.3%. 4 CUSIP NO. 217202100 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) RNBD GP LLC (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] ------- (3) SEC Use Only (4) Source of Funds (See Instructions) OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization RNBD GP LLC ("RNBD") IS A LIMITED LIABILITY COMPANY ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE. Number of (7) Sole Voting Power 0 --- ------------------- - Shares Bene- ficially (8) Shared Voting Power 230,560(1) --- --------------------- ---------- Owned by Each (9) Sole Dispositive Power 0 --- ------------------------ - Reporting Person With (10) Shared Dispositive Power 230,560(1) ------------ ---- -------------------------- ---------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 230,560(2) ---------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 3.3%(3) ------- (14) Type of Reporting Person (See Instructions) OO ______ (1) RNBD may be deemed to have voting and dispositive power with respect to the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP. See Items 2 and 5. (2) RNBD disclaims any beneficial ownership of the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP. (3) Based on 7,038,252 Common Units issued and outstanding as of November 15, 2004, as disclosed to the reporting persons by the Issuer. As described in Items 3, 4, and 5(e), on the same day that EnCap III, EnCap III-B Inc., and BOCP acquired more than five percent of the Issuer's Common Units, the Issuer repurchased an aggregate of 375,000 Common Units reducing their aggregate ownership to 3.3%. 5 CUSIP NO. 217202100 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) DAVID B. MILLER (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] ------- (3) SEC Use Only (4) Source of Funds (See Instructions) OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization DAVID B. MILLER IS A RESIDENT THE STATE OF TEXAS. Number of (7) Sole Voting Power 0 --- ------------------- - Shares Bene- ficially (8) Shared Voting Power 230,560(1) --- --------------------- ---------- Owned by Each (9) Sole Dispositive Power 0 --- ------------------------ - Reporting Person With (10) Shared Dispositive Power 230,560(1) ------------ ---- -------------------------- ---------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 230,560(2) ---------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 3.3%(3) ------- (14) Type of Reporting Person (See Instructions) IN ______ (1) David B. Miller may be deemed to have voting and dispositive power with respect to the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP. See Items 2 and 5. (2) David B. Miller disclaims any beneficial ownership of the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP in excess of his pecuniary interest in such Common Units. (3) Based on 7,038,252 Common Units issued and outstanding as of November 15, 2004, as disclosed to the reporting persons by the Issuer. As described in Items 3, 4, and 5(e), on the same day that EnCap III, EnCap III-B Inc., and BOCP acquired more than five percent of the Issuer's Common Units, the Issuer repurchased an aggregate of 375,000 Common Units reducing their aggregate ownership to 3.3%. 6 CUSIP NO. 217202100 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) D. MARTIN PHILLIPS (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] ------- (3) SEC Use Only (4) Source of Funds (See Instructions) OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization D. MARTIN PHILLIPS IS A RESIDENT THE STATE OF TEXAS. Number of (7) Sole Voting Power 0 --- ------------------- - Shares Bene- ficially (8) Shared Voting Power 230,560(1) --- --------------------- ---------- Owned by Each (9) Sole Dispositive Power 0 --- ------------------------ - Reporting Person With (10) Shared Dispositive Power 230,560(1) ------------ ---- -------------------------- ---------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 230,560(2) ---------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 3.3%(3) ------- (14) Type of Reporting Person (See Instructions) IN ______ (1) D. Martin Phillips may be deemed to have voting and dispositive power with respect to the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP. See Items 2 and 5. (2) D. Martin Phillips disclaims any beneficial ownership of the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP in excess of his pecuniary interest in such Common Units. (3) Based on 7,038,252 Common Units issued and outstanding as of November 15, 2004, as disclosed to the reporting persons by the Issuer. As described in Items 3, 4, and 5(e), on the same day that EnCap III, EnCap III-B Inc., and BOCP acquired more than five percent of the Issuer's Common Units, the Issuer repurchased an aggregate of 375,000 Common Units reducing their aggregate ownership to 3.3%. 7 CUSIP NO. 217202100 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) GARY R. PETERSEN (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] ------- (3) SEC Use Only (4) Source of Funds (See Instructions) OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization GARY R. PETERSEN IS A RESIDENT THE STATE OF TEXAS. Number of (7) Sole Voting Power 0 --- ------------------- - Shares Bene- ficially (8) Shared Voting Power 230,560(1) --- --------------------- ---------- Owned by Each (9) Sole Dispositive Power 0 --- ------------------------ - Reporting Person With (10) Shared Dispositive Power 230,560(1) ------------ ---- -------------------------- ---------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 230,560(2) ---------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 3.3%(3) ------- (14) Type of Reporting Person (See Instructions) IN ______ (1) Gary R. Petersen may be deemed to have voting and dispositive power with respect to the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP. See Items 2 and 5. (2) Gary R. Petersen disclaims any beneficial ownership of the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP in excess of his pecuniary interest in such Common Units. (3) Based on 7,038,252 Common Units issued and outstanding as of November 15, 2004, as disclosed to the reporting persons by the Issuer. As described in Items 3, 4, and 5(e), on the same day that EnCap III, EnCap III-B Inc., and BOCP acquired more than five percent of the Issuer's Common Units, the Issuer repurchased an aggregate of 375,000 Common Units reducing their aggregate ownership to 3.3%. 8 CUSIP NO. 217202100 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) ROBERT L. ZORICH (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] ------- (3) SEC Use Only (4) Source of Funds (See Instructions) OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization ROBERT L. ZORICH IS A RESIDENT THE STATE OF TEXAS. Number of (7) Sole Voting Power 0 --- ------------------- - Shares Bene- ficially (8) Shared Voting Power 230,560(1) --- --------------------- ---------- Owned by Each (9) Sole Dispositive Power 0 --- ------------------------ - Reporting Person With (10) Shared Dispositive Power 230,560(1) ------------ ---- -------------------------- ---------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 230,560(2) ---------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 3.3%(3) ------- (14) Type of Reporting Person (See Instructions) IN ______ (1) Robert L. Zorich may be deemed to have voting and dispositive power with respect to the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP. See Items 2 and 5. (2) Robert L. Zorich disclaims any beneficial ownership of the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP in excess of his pecuniary interest in such Common Units. (3) Based on 7,038,252 Common Units issued and outstanding as of November 15, 2004, as disclosed to the reporting persons by the Issuer. As described in Items 3, 4, and 5(e), on the same day that EnCap III, EnCap III-B Inc., and BOCP acquired more than five percent of the Issuer's Common Units, the Issuer repurchased an aggregate of 375,000 Common Units reducing their aggregate ownership to 3.3%. 9 ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this statement relates is common units (the "Common Units") of Copano Energy, L.L.C., a Delaware limited liability company (the "Issuer"). The address of the principal executive offices of the Issuer is 2727 Allen Parkway, Suite 1200, Houston, Texas 77019. ITEM 2. IDENTITY AND BACKGROUND. (a) EnCap Investments L.L.C. ("EnCap Investments") is a Delaware limited liability company whose principal business is engaging in oil and gas related investments. The manager of EnCap Investments is EnCap Investments L.P. EnCap Investments is the general partner of EnCap Energy Capital Fund III, L.P., a Texas limited partnership ("EnCap III"), and EnCap Energy Capital Fund III-B, L.P., a Texas limited partnership ("EnCap III-B"), which is the sole shareholder of EnCap Energy Acquisition III-B, Inc., a Texas corporation ("EnCap III-B Inc."). EnCap Investments also manages the business and affairs of BOCP Energy Partners, L.P., a Texas limited partnership ("BOCP"), pursuant to a Management Agreement dated August 21, 1997. EnCap Investments L.P. ("EnCap Investments LP") is a Delaware limited partnership whose principal business is engaging in oil and gas related investments. The sole general partner of EnCap Investments LP is EnCap Investments GP, L.L.C. David B. Miller, D. Martin Phillips, Gary R. Petersen, and Robert L. Zorich are the Senior Managing Directors of EnCap Investments LP. EnCap Investments GP, L.L.C. ("EnCap Investments GP") is a Delaware limited liability company whose principal business is engaging in oil and gas related investments. The sole member of EnCap Investments GP is RNBD GP LLC. David B. Miller, D. Martin Phillips, Gary R. Petersen, and Robert L. Zorich are the Senior Managing Directors of EnCap Investments GP. RNBD GP LLC ("RNBD") is a Delaware limited liability company whose principal business is engaging in oil and gas related investments. The members and Senior Managing Directors of RNBD are David B. Miller, D. Martin Phillips, Gary R. Petersen, and Robert L. Zorich. David B. Miller, D. Martin Phillips, Gary R. Petersen, and Robert L. Zorich are individuals. (b) The business address and address of the principal office of EnCap Investments, EnCap Investments LP, EnCap Investments GP, and RNBD is 1100 Louisiana, Suite 3150, Houston, Texas 77002. 10 The business address of D. Martin Phillips, Gary R. Petersen, and Robert L. Zorich is 1100 Louisiana, Suite 3150, Houston, Texas 77002. The business address of David B. Miller is 3811 Turtle Creek Boulevard, Suite 1080, Dallas, Texas 75219. (c) Each of David B. Miller, D. Martin Phillips, Gary R. Petersen, and Robert L. Zorich are Senior Managing Directors of EnCap Investments LP, EnCap Investments GP, and RNBD. The principal business address of EnCap Investments LP, EnCap Investments GP, and RNBD are set forth in (b) above. (d) None of the reporting persons has, and to the knowledge of the reporting persons, none of the persons named in response to this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the reporting persons has, and to the knowledge of the reporting persons, none of the persons named in response to this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On November 15, 2004, the Issuer completed a public offering of 5,000,000 of its Common Units (the "Offering"), as described in the final prospectus dated November 9, 2004, filed with the Commission under Rule 424(b)(4) of the Securities Exchange Act of 1934, as amended, on November 9, 2004 (the "Prospectus"). In connection with the Offering, EnCap III, EnCap III-B Inc., and BOCP each exchanged warrants to purchase an aggregate of 1,875,000 pre-Offering common units of the Issuer for an aggregate of 605,560 Common Units and 1,045,524 subordinated units, a separate class of equity interests (the "Subordinated Units"). The rights and subordination obligations of the Subordinated Units are described in the Prospectus. In connection with the Offering, the Issuer also granted the underwriters in the Offering an over-allotment option to purchase another 750,000 Common Units from the Issuer to be sold to the public (the "Over-Allotment Option"). The underwriters exercised this Over-Allotment Option and completed the sale of these additional Common Units in connection with the closing of the Offering. The Issuer used proceeds from the exercise of the Over-Allotment Option to repurchase an aggregate of 375,000 Common Units from EnCap III, EnCap III-B Inc., and BOCP. EnCap III, EnCap III-B Inc., and BOCP previously obtained the warrants described above in connection with their initial equity investment in the Issuer, which occurred on August 14, 2001. The initial investment in the Issuer was from investment capital of each of EnCap III, EnCap III-B Inc., and BOCP. 11 ITEM 4. PURPOSE OF TRANSACTION. EnCap III, EnCap III-B Inc., and BOCP acquired the Common Units of the Issuer that are the subject of this statement at the closing of the Offering. EnCap III, EnCap III-B Inc., and BOCP acquired the precursor securities in the Issuer for investment purposes. EnCap III, EnCap III-B Inc., and BOCP continue to hold the Common Units and Subordinated Units for investment purposes. Except as set forth herein, the reporting persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) though (j) of Item 4. As described above, in connection with closing the Offering, the underwriters exercised the Over-Allotment Option, and the Issuer used the proceeds to repurchase an aggregate of 375,000 Common Units from EnCap III, EnCap III-B Inc., and BOCP. Additionally, although neither EnCap III, EnCap III-B Inc., nor BOCP has any specific plans, each may from time to time change its ownership position in Issuer through public or private transactions involving Common Units and/or Subordinated Units, including but not limited to sales of such units that would reduce their overall percentage ownership in the Issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) EnCap Investments, as the sole general partner of EnCap III, is the beneficial owner of 115,223 Common Units. EnCap Investments, as the sole general partner of EnCap III-B, which is the sole shareholder of EnCap III-B Inc., is the beneficial owner of 87,143 Common Units. EnCap Investments, as an investment advisor to BOCP, is the beneficial owner of 28,194 Common Units. EnCap Investments is therefore the beneficial owner of an aggregate of 230,560 Common Units. Based on the 7,038,252 Common Units issued and outstanding as of November 15, 2004, as disclosed to the reporting persons by the Issuer, EnCap Investments is the beneficial owner of approximately 3.3% of the outstanding Common Units. Each of EnCap Investments LP, EnCap Investments GP, RNBD, David B. Miller, Gary R. Petersen, D. Martin Phillips, and Robert L. Zorich may be deemed to be the beneficial owner of the Common Units beneficially owned by EnCap Investments (by virtue of being controlling persons of EnCap Investments). EnCap Investments LP, EnCap Investments GP, and RNBD disclaim beneficial ownership of the Common Units beneficially owned by EnCap Investments. David B. Miller, Gary R. Petersen, D. Martin Phillips, and Robert L. Zorich disclaim beneficial ownership of the Common Units beneficially owned by EnCap Investments in excess of their pecuniary interest in such Common Units. (b) EnCap Investments may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP by virtue of being the general partner of EnCap III and EnCap III-B, the sole shareholder of EnCap III-B Inc. and a manager of the business and affairs of BOCP. EnCap Investments disclaims beneficial ownership of the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP. 12 EnCap Investments LP may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP by virtue of being the manager of EnCap Investments. EnCap Investments LP disclaims beneficial ownership of the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP. EnCap Investments GP may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP by virtue of being the general partner of EnCap Investments LP. EnCap Investments GP disclaims beneficial ownership of the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP. RNBD may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP by virtue of being the sole member of EnCap Investments GP. RNBD disclaims beneficial ownership of the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP. Each of David B. Miller, D. Martin Phillips, Gary R. Petersen, and Robert L. Zorich may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the Common Units owned by EnCap III, EnCap III-B Inc., and BOCP by virtue of being the controlling persons of RNBD. Each of David B. Miller, D. Martin Phillips, Gary R. Petersen, and Robert L. Zorich disclaims beneficial ownership of the securities owned by EnCap III, EnCap III-B Inc., and BOCP in excess of his pecuniary interest in such securities. (c) Except as otherwise described herein with respect to the Issuer's repurchase of Common Units in connection with the exercise of the Over-Allotment Option, and to the knowledge of the reporting persons, none of the persons named in response to Paragraph (a) above has effected any transaction in the Common Units during the past 60 days. (d) Except as otherwise described herein, and to the knowledge of the reporting persons, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from sale of, the Common Units deemed to be beneficially owned by them. (e) Each of the reporting persons ceased to be the owner of more than five percent of the Common Units on November 15, 2004, when the underwriters exercised the Over-Allotment Option, and the Issuer repurchased an aggregate of 375,000 Common Units owned by EnCap III, EnCap III-B Inc., and BOCP. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. Except as set forth in Items 5 and 6 or in the Exhibits filed herewith, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the individuals or entities described in Item 2 or between such persons and any other person with respect to the voting or disposition of the Common Units deemed to be beneficially owned by the reporting persons. 13 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (1) Joint Filing Agreement dated November 24, 2004 among EnCap Investments L.L.C. EnCap Investments L.P., EnCap Investments GP, L.L.C., RNBD GP LLC, David B. Miller, D. Martin Phillips, Gary R. Petersen, and Robert L. Zorich. 14 SIGNATURES 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. Date: November 24, 2004 EnCap Investments L.L.C. By: EnCap Investments L.P., its manager By: EnCap Investments GP, L.L.C., its general partner By: /s/ Robert L. Zorich ----------------------- Robert L. Zorich Senior Managing Director EnCap Investments L.P. By: EnCap Investments GP, L.L.C., its general partner By: /s/ Robert L. Zorich ----------------------- Robert L. Zorich Title:Senior Managing Director EnCap Investments GP, L.L.C. By: /s/ Robert L. Zorich ----------------------- Robert L. Zorich Title:Senior Managing Director RNBD GP LLC By: /s/ Robert L. Zorich ----------------------- Robert L. Zorich Title:Senior Managing Director David B. Miller By: /s/ David B. Miller ---------------------- David B. Miller 15 D. Martin Phillips By: /s/ D. Martin Phillips ------------------------- D. Martin Phillips Gary R. Petersen By: /s/ Gary R. Petersen ----------------------- Gary R. Petersen Robert L. Zorich By: /s/ Robert L. Zorich ----------------------- Robert L. Zorich 16 EX-1 2 doc2.txt EXHIBIT 1 -Joint Filing Agreement The undersigned reporting persons hereby agree that the statements filed pursuant to this Schedule 13D, to which this Agreement is filed as an exhibit, are filed on behalf of each of them. Date: November 24, 2004 EnCap Investments L.L.C. By: EnCap Investments L.P., its manager By: EnCap Investments GP, L.L.C., its general partner By: /s/ Robert L. Zorich ----------------------- Robert L. Zorich Senior Managing Director EnCap Investments L.P. By: EnCap Investments GP, L.L.C., its general partner By: /s/ Robert L. Zorich ----------------------- Robert L. Zorich Title:Senior Managing Director EnCap Investments GP, L.L.C. By: /s/ Robert L. Zorich ----------------------- Robert L. Zorich Title:Senior Managing Director RNBD GP LLC By: /s/ Robert L. Zorich ----------------------- Robert L. Zorich Title:Senior Managing Director David B. Miller By: /s/ David B. Miller ---------------------- David B. Miller 17 D. Martin Phillips By: /s/ D. Martin Phillips ------------------------- D. Martin Phillips Gary R. Petersen By: /s/ Gary R. Petersen ----------------------- Gary R. Petersen Robert L. Zorich By: /s/ Robert L. Zorich ----------------------- Robert L. Zorich -----END PRIVACY-ENHANCED MESSAGE-----