SC 13D/A 1 h05075asc13dza.txt ENCAP INVESTMENTS LLC FOR MISSION RESOURCES CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934* MISSION RESOURCES CORPORATION (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 079895 20 7 (CUSIP Number) D. Martin Phillips EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 Houston, Texas 77002 (713) 659-6100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 16, 2003 (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 ss.ss. 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 ss. 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of the 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). Page 1 CUSIP NO. 079895 20 7 SCHEDULE 13D/A (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 (SEE ITEM 3) (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 1,235,446(1) Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 1,235,446(1) (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,235,446 --------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 5.2%(2) ---- (14) Type of Reporting Person (See Instructions) OO -------------------------- 1 EnCap Investments may be deemed to have voting and dispositive power with respect to the shares of Common Stock owned by EnCap III, EnCap III-B, EnCap LP, and BOCP (as defined herein). See Items 2, 5 and 6. 2 Based on 23,585,959 shares issued and outstanding as of March 20, 2003 as disclosed in the Issuer's Annual Report on Form 10-K filed March 31, 2003. Page 2 ITEM 1. SECURITY AND ISSUER. No modification. ITEM 2. IDENTITY AND BACKGROUND. Items 2(a) - (c) are amended in their entirety as follows: (a) - (c) EnCap Investments L.L.C. is a Delaware limited liability company with its principal business and executive offices located at 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. EnCap Investments is the general partner of EnCap Energy Capital Fund III, L.P., a Texas limited partnership ("EnCap III"), EnCap Energy Capital Fund III-B, L.P., a Texas limited partnership ("EnCap III-B"), and EnCap Equity 1994 Limited Partnership, a Texas limited partnership (" EnCap LP"). EnCap Investments also serves as an investment advisor to BOCP Energy Partners, L.P., a Texas limited partnership ("BOCP"), pursuant to a Management Agreement dated August 21, 1997. The principal business of EnCap Investments is engaging in oil and gas related investments. Current information concerning the sole member and managing directors of EnCap Investments is set forth on Schedule I hereto. The sole member of EnCap Investments is El Paso Merchant Energy North America Company ("El Paso Merchant Energy"). El Paso Merchant Energy is a Delaware corporation with its principal business and executive offices located at 1001 Louisiana Street, Houston, Texas 77002. The principal business of El Paso Merchant Energy is a broad range of activities in the energy marketplace, including asset ownership, trading and risk management, and financial services. Current information concerning the controlling person and executive officers and directors of El Paso Merchant Energy is set forth on Schedule I hereto. The controlling person of El Paso Merchant Energy is El Paso Corporation. El Paso Corporation is a Delaware corporation with its principal business and executive offices located at 1001 Louisiana Street, Houston, Texas 77002. The principal business of El Paso Corporation is serving as a holding company for its various subsidiaries, which are engaged in energy and related businesses. Current information concerning the executive officers and directors of El Paso Corporation is set forth on Schedule I hereto. Items 2(d) - (f) are amended in their entirety as follows: (d) - (f) See Schedule I ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No modification. ITEM 4. PURPOSE OF TRANSACTION. No modification. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Page 3 (A) EnCap Investments. EnCap Investments, as the sole general partner of EnCap III, is the beneficial owner of 501,351 shares of Common Stock. EnCap Investments, as the sole general partner of EnCap III-B, is the beneficial owner of 379,172 shares of Common Stock. EnCap Investments, as the sole general partner of EnCap LP, is the beneficial owner of 232,248 shares of Common Stock. EnCap Investments, as an investment advisor to BOCP, is the beneficial owner of 122,675 shares of Common Stock. EnCap Investments is therefore the beneficial owner of an aggregate of 1,235,446 shares of Common Stock. Based on the 23,585,959 shares of Common Stock outstanding as of March 20, 2003, EnCap Investments is the beneficial owner of approximately 5.2% of the outstanding shares of Common Stock. El Paso Merchant Energy and El Paso Corporation. Each of El Paso Merchant Energy and El Paso Corporation may be deemed to be the beneficial owner of the shares of Common Stock owned or deemed owned by EnCap Investments (by virtue of being controlling persons of EnCap Investments). El Paso Merchant Energy and El Paso Corporation disclaim beneficial ownership of the shares of Common Stock owned or deemed owned by EnCap Investments. Executive Officers and Directors. Except as otherwise described herein, and to the knowledge of the reporting person, no person listed in Schedule I is the beneficial owner of any shares of Common Stock. (B) EnCap Investments. As the general partner of EnCap III, EnCap Investments shares the power to vote or direct the vote and to dispose or direct the disposition of 501,351 shares of Common Stock. As the general partner of EnCap III-B, EnCap Investments shares the power to vote or direct the vote and to dispose or direct the disposition of 379,172 shares of Common Stock. As the general partner of EnCap LP, EnCap Investments shares the power to vote or direct the vote and to dispose or direct the disposition of 232,248 shares of Common Stock. By virtue of a Management Agreement (as defined in Item 6), EnCap Investments shares the power to vote or direct the vote or dispose or direct the disposition of 122,675 shares of Common Stock owned by BOCP. El Paso Merchant Energy and El Paso Corporation. Each of El Paso Merchant Energy and El Paso Corporation may be deemed to be the beneficial owner of the shares of Common Stock owned or deemed owned by EnCap Investments (by virtue of being controlling persons of EnCap Investments). El Paso Merchant Energy and El Paso Corporation disclaim beneficial ownership of the shares of Common Stock owned or deemed owned by EnCap Investments. Executive Officers and Directors. Except as otherwise described herein, and to the knowledge of the reporting person, no person listed in Schedule I has the power to vote or direct the vote or dispose or direct the disposition of any shares of Common Stock. (C) Except as otherwise described herein or in any Exhibit filed herewith, and to the knowledge of the reporting person, none of the persons named in response to Paragraph (a) above has affected any transaction in the Common Stock during the past sixty (60) days. (D) Except as otherwise described herein, and to the knowledge of the reporting person, 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 Stock deemed to be beneficially owned by them. (E) It is inapplicable for the purpose herein to state the date on which a party ceased to be owner of more than five percent (5%) of the Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. Page 4 The following is added to Item 6: Letter Agreement EnCap Investments entered into a Letter Agreement (the "Letter Agreement") dated April 14, 2003 with Energy Capital Investment Company PLC, a company organized under the laws of England and Wales ("Energy PLC"). The purpose of the Letter Agreement was to amend the Investment Advisory Agreement dated February 4, 1994, as amended (the "Investment Advisory Agreement") by and between EnCap Investments and Energy PLC. Under the Investment Advisory Agreement, EnCap Investments served (subject to the terms thereof) as an advisor and manager with respect to the investment in, and re-investment of, the Issuer's securities. Pursuant to the Letter Agreement, on and after April 16, 2003, EnCap Investments and Energy PLC agreed that EnCap Investments will no longer have (i) any voting power with respect to the Securities (as defined in the Letter Agreement and which includes the securities of the Issuer), including the power to vote or direct the voting of the Securities, (ii) any investment power with respect to the Securities, including the power to dispose or direct the disposition of the Securities, or (iii) any other powers, rights, duties or obligations with respect to the Securities, including any powers or rights that would in any way attribute beneficial ownership of the Securities to EnCap Investments, with it being agreed by EnCap Investments and Energy PLC that all such powers, rights, duties, and obligations of EnCap Investments with respect to the Securities are revoked and that all such powers, rights, duties, and obligations with respect to the Securities are retained by, and vested solely in, Energy PLC or its applicable affiliate. Further, on and after April 16, 2003, (i) the Securities will no longer be deemed Investments (as defined in the Letter Agreement) under, or otherwise subject to the Investment Advisory Agreement, and (ii) EnCap Investments will not provide Energy PLC or its affiliates with any information regarding the Securities. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 10.1 - Letter Agreement dated April 14, 2003 between EnCap Investments L.L.C., a Texas limited liability company and Energy Capital Investment Company PLC, a company organized under the laws of England. Page 5 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: April 23, 2003 ENCAP INVESTMENTS L.L.C. By: /s/ D. Martin Phillips ----------------------------- D. Martin Phillips, Managing Director Page 6 SCHEDULE I DIRECTORS, MANAGERS, EXECUTIVE OFFICERS, OR CONTROLLING PERSONS The name, business address, present principal occupation or employment and the name, principal business address of any corporation or other organization in which such employment is conducted, of each of (i) the managing directors of EnCap Investments, (ii) the directors and executive officers of El Paso Merchant Energy, and (iii) the directors and executive officers of El Paso Corporation are set forth below:
Name, Principal Business Address of Organization in Name and Capacity in Principal which Principal Occupation is Business Address Which Serves Occupation Conducted ---------------- ------------ ---------- ----------------------------- (i) EnCap Investments L.L.C. David B. Miller Managing Managing Director of EnCap Investments L.L.C. 3811 Turtle Creek Blvd. Director of EnCap Investments 3811 Turtle Creek Blvd. Dallas, Texas 75219 EnCap Dallas, Texas 75219 Investments D. Martin Phillips Managing Managing Director of EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 Director of EnCap Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 EnCap Houston, Texas 77002 Investments Robert L. Zorich Managing Managing Director of EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 Director of EnCap Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 EnCap Houston, Texas 77002 Investments Gary R. Petersen Managing Managing Director of EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 Director of EnCap Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 EnCap Houston, Texas 77002 Investments
Name, Principal Business Address of Organization in Name and Capacity in Principal which Principal Occupation is Business Address Which Serves Occupation Conducted ---------------- ------------ ---------- ----------------------------- (ii) El Paso Merchant Energy North America Company Robert W. Baker President and President, El Paso El Paso Merchant Energy 1001 Louisiana Street Director Merchant Energy North America Company Houston, Texas 77002 1001 Louisiana Street Houston, Texas 77002
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Name, Principal Business Address of Organization in Name and Capacity in Principal which Principal Occupation is Business Address Which Serves Occupation Conducted ---------------- ------------ ---------- ----------------------------- John L. Harrison Senior Vice Senior Vice President, El Paso Merchant Energy 1001 Louisiana Street President, Chief Chief Financial Officer, North America Company Houston, Texas 77002 Financial Officer, and Treasurer El Paso 1001 Louisiana Street and Treasurer Merchant Energy Houston, Texas 77002 H. Brent Austin Director President and Chief El Paso Corporation 1001 Louisiana Street Operating Officer, El 1001 Louisiana Street Houston, Texas 77002 Paso Corporation Houston, Texas 77002
Name, Principal Business Address of Organization in Name and Capacity in Principal which Principal Occupation is Business Address Which Serves Occupation Conducted ---------------- ------------ ---------- ----------------------------- (iii) El Paso Corporation Ronald L. Kuehn, Jr. Chairman of the Director, Chairman of El Paso Corporation 1001 Louisiana Street Board, the Board, 1001 Louisiana Street Houston, Texas 77002 Chief Executive and Chief Executive Houston, Texas 77002 Officer, and Director Officer of El Paso Corporation H. Brent Austin President and President and Chief El Paso Corporation 1001 Louisiana Street Chief Operating Operating Officer of 1001 Louisiana Street Houston, Texas 77002 Officer El Paso Corporation Houston, Texas 77002 Robert W. Baker Executive Vice Executive Vice President El Paso Corporation 1001 Louisiana Street President of El Paso Corporation 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 Greg G. Jenkins Executive Vice Executive Vice President El Paso Corporation 1001 Louisiana Street President of El Paso Corporation 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 D. Dwight Scott Executive Vice Executive Vice President El Paso Corporation 1001 Louisiana Street President and and Chief Financial 1001 Louisiana Street Houston, Texas 77002 Chief Financial Officer of El Paso Houston, Texas 77002 Officer Corporation David E. Zerhusen Executive Vice Executive Vice President El Paso Corporation 1001 Louisiana Street President of El Paso Corporation 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002
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Name, Principal Business Address of Organization in Name and Capacity in Principal which Principal Occupation is Business Address Which Serves Occupation Conducted ---------------- ------------ ---------- ------------------------------- John W. Somerhalder II President, Pipeline President, Pipeline Group El Paso Corporation 1001 Louisiana Street Group of 1001 Louisiana Street Houston, Texas 77002 El Paso Corporation Houston, Texas 77002 Peggy A. Heeg Executive Vice Executive Vice President El Paso Corporation 1001 Louisiana Street President and 1001 Louisiana Street Houston, Texas 77002 and General Counsel of Houston, Texas 77002 General Counsel El Paso Corporation Jeffrey I. Beason Senior Vice Senior Vice President and El Paso Corporation 1001 Louisiana Street President and Controller of El Paso 1001 Louisiana Street Houston, Texas 77002 Controller Corporation Houston, Texas 77002 Byron Allumbaugh Director Retired Chairman 33 Ridgeline Drive 33 Ridgeline Drive Ralphs Grocery Company Newport Beach, CA 92660 Newport Beach, CA 92660 John M. Bissell Director Chairman of the Board of Bissell Inc. 2345 Walker Ave. N.W. Bissell Inc. 2345 Walker Avenue, N.W. Grand Rapids, MI 49501 Grand Rapids, MI 49501 Juan Carlos Braniff Director Vice Chairman Universidad 1200 Universidad 1200 Grupo Financiero Col. XOCO Col. XOCO Bancomer Mexico, D.F.C.P. 03399 Mexico, D.F.C.P. 03339 James F. Gibbons Director Professor at Stanford Stanford University Stafford University University Paul G. Allen Center Paul G. Allen Center for School of Engineering for Integrated Systems Integrated Systems Room 201 ( Mail Stop 4075) Room 201 (M.S. 4075) Stanford, CA 94305 Stanford, California 94305 Robert W. Goldman Director Business Consultant 13 Dupont Circle 13 Dupont Circle Sugar Land, Texas 77479 Sugar Land, Texas 77479 Anthony W. Hall, Jr. Director City Attorney City of Houston 900 Bagby, 4th Floor City of Houston, Texas 900 Bagby, 4th Floor Houston, Texas 77002 Houston, Texas 77002 William A. Wise Director Retired El Paso Corporation 1001 Louisiana Street 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002
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Name, Principal Business Address of Organization in Name and Capacity in Principal which Principal Occupation is Business Address Which Serves Occupation Conducted ---------------- ------------ ---------- ------------------------------- J. Carleton MacNeil Jr. Director Securities Consultant 3421 Spanish Trail 3421 Spanish Trail Apt. 227D Apt. 227D Delray, Florida 33483 Delray, Florida 33483 Thomas R. McDade Director Senior Partner, McDade, McDade, Fogler, Maines, L.L.P. Two Houston Center Fogler, Two Houston Center 909 Fannin, Suite 1200 Maines, L.L.P. 909 Fannin, Suite 1200 Houston, Texas 77010 Houston, Texas 77010 Malcolm Wallop Director Frontiers of Freedom Frontiers of Freedom Foundation Frontiers of Freedom Foundation 12011 Lee Jackson Memorial Hwy. 12011 Lee Jackson Fairfax, VA 22033 Memorial Hwy. Fairfax, Virginia 22033 Joe B. Wyatt Director Chancellor Emeritus Vanderbilt University 2525 West End Ave., Vanderbilt University 2525 West End Ave., Suite 1410 Suite 1410 Nashville, Tennessee 37203 Nashville, TN 37203 John Whitmire Director Chairman of the Board, Consol Energy, Inc. 10101 Southwest Freeway Consol Energy, Inc. 10101 Southwest Freeway, #380 #380 Houston, TX 77074 Houston, Texas 77074 J. Michael Talbert Director Chairman of the Board, Transocean, Inc. 4 Greenway Plaza Transocean, Inc. 4 Greenway Plaza Houston, Texas 77046 Houston, TX 77046 James L. Dunlap Director Business Consultant 1659 North Boulevard 1659 North Boulevard Houston, TX 77006 Houston, Texas 77006
(D) Neither EnCap Investments, El Paso Corporation, El Paso Merchant Energy, nor any of the individuals identified in this Schedule I has, to the knowledge of the reporting persons, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (E) Neither EnCap Investments, El Paso Corporation, El Paso Merchant Energy, nor any of the individuals identified in this Schedule I has, to the knowledge of the reporting persons, 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. I-4