-----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, NJb/xD0o5HnBbbMx6BM7HUa8gw3GhX3nh1YBJ2R1skocGParR+V0WKd1ShV8+Xe7 tL5fd9UhatavBmOtxh191w== /in/edgar/work/20000615/0000950129-00-003157/0000950129-00-003157.txt : 20000919 0000950129-00-003157.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950129-00-003157 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000615 GROUP MEMBERS: ENCAP ENERGY ACQUISITION III-B GROUP MEMBERS: ENCAP ENERGY CAPITAL FUND III GROUP MEMBERS: ENCAP ENERGY CAPITAL FUND III-B LB GROUP MEMBERS: ENCAP INVESTMENTS LLC GROUP MEMBERS: W/E ENERGY COMPANY LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 3TEC ENERGY CORP CENTRAL INDEX KEY: 0000903267 STANDARD INDUSTRIAL CLASSIFICATION: [1311 ] IRS NUMBER: 631081013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48873 FILM NUMBER: 655675 BUSINESS ADDRESS: STREET 1: TWO SHELL PLZ STREET 2: 777 WALKER STE 2400 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132226275 MAIL ADDRESS: STREET 1: PO BOX 390 CITY: MOBILE STATE: AL ZIP: 36602 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLE BAY OIL CO INC DATE OF NAME CHANGE: 19930504 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENCAP INVESTMENTS LLC CENTRAL INDEX KEY: 0001083297 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1001 LOUISIANA AVENUE STREET 2: PO BOX 2511 CITY: HOUSTON STATE: TX ZIP: 77252 BUSINESS PHONE: 7136596100 MAIL ADDRESS: STREET 1: 1001 LOUINIANA ST STREET 2: PO BOX 2511 CITY: HOUSTON STATE: TX ZIP: 77252 SC 13D/A 1 0001.txt AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934* 3TEC ENERGY CORPORATION (NAME OF ISSUER) COMMON STOCK, PAR VALUE $.02 PER SHARE (TITLE OF CLASS OF SECURITIES) 88575R308 (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) FEBRUARY 3, 2000 (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 Section Section 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 Section 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). 2 CUSIP NO. 88575R308 SCHEDULE 13D/A (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) W/E ENERGY COMPANY 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 W/E ENERGY COMPANY L.L.C. ("W/E ENERGY") IS A LIMITED LIABILITY COMPANY ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 3,474,074 Shares Bene- -------------------------------------------------------- ficially (8) Shared Voting Power 0 Owned by -------------------------------------------------------- Each (9) Sole Dispositive Power 3,474,074 Reporting -------------------------------------------------------- Person With (10) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,474,074 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 41.8%(2) - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- (1) Formerly 3TEC Energy Company L.L.C. (2) Based on 6,422,650 shares of Common Stock issued and outstanding on February 3, 2000 and giving effect to a 3-for-1 reverse stock split effective January 18, 2000. 2 3 CUSIP NO. 88575R308 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 4,863,219(1) Owned by -------------------------------------------------------- Each (9) Sole Dispositive Power 0 Reporting -------------------------------------------------------- Person With (10) Shared Dispositive Power 4,863,219(1) - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,863,219(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) 54.6%(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 shares of Common Stock owned by W/E Energy and the EnCap Entities (as defined in Item 3). See Item 5. (2) EnCap Investments disclaims any beneficial ownership of the shares owned by W/E Energy and by the EnCap Entities. (3) Based on 6,422,650 shares of Common Stock issued and outstanding on February 3, 2000 and giving effect to a 3-for-1 reverse stock split effective January 18, 2000. 3 4 CUSIP NO. 88575R308 SCHEDULE 13D/A (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) ENCAP ENERGY CAPITAL FUND III, 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 (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 ENERGY CAPITAL FUND III, L.P. IS A LIMITED PARTNERSHIP ORGANIZED UNDER THE LAWS OF THE STATE OF TEXAS - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 590,095 Shares Bene- -------------------------------------------------------- ficially (8) Shared Voting Power 0 Owned by -------------------------------------------------------- Each (9) Sole Dispositive Power 590,095 Reporting -------------------------------------------------------- Person With (10) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 590,095 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 8.8%(1) - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- (1) Based on 6,422,650 shares of Common Stock issued and outstanding on February 3, 2000 and giving effect to a 3-for-1 reverse stock split effective January 18, 2000. 4 5 CUSIP NO. 88575R308 SCHEDULE 13D/A (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) ENCAP ENERGY ACQUISITION III-B, INC. - -------------------------------------------------------------------------------- (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 ENERGY ACQUISITION III-B, INC. IS A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF TEXAS - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 446,290 Shares Bene- -------------------------------------------------------- ficially (8) Shared Voting Power 0 Owned by -------------------------------------------------------- Each (9) Sole Dispositive Power 446,290 Reporting -------------------------------------------------------- Person With (10) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 446,290 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 6.7%(1) - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- (1) Based on 6,422,650 shares of Common Stock issued and outstanding on February 3, 2000 and giving effect to a 3-for-1 reverse stock split effective January 18, 2000. 5 6 CUSIP NO. 88575R308 SCHEDULE 13D/A (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) ENCAP ENERGY CAPITAL FUND III-B, 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 (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 ENERGY CAPITAL FUND III-B, L.P. IS A LIMITED PARTNERSHIP ORGANIZED UNDER THE LAWS OF THE STATE OF TEXAS - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 0 Shares Bene- -------------------------------------------------------- ficially (8) Shared Voting Power 446,290(1) Owned by -------------------------------------------------------- Each (9) Sole Dispositive Power 0 Reporting -------------------------------------------------------- Person With (10) Shared Dispositive Power 446,290(1) - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 446,290(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) 6.7%(3) - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- (1) EnCap III-B may be deemed to have voting and dispositive power with respect to the shares of Common Stock owned by EnCap Acquisition III-B, as exercised through EnCap III-B's general partner, EnCap Investments L.L.C. See Item 5. (2) EnCap III-B disclaims any beneficial ownership of the shares owned by EnCap Acquisition III-B. See Item 5. (3) Based on 6,422,650 shares of Common Stock issued and outstanding on February 3, 2000 and giving effect to a 3-for-1 reverse stock split effective January 18, 2000. 6 7 ITEM 1. SECURITY AND ISSUER. Item 1 is amended and restated in its entirety as follows: The class of equity securities to which this statement relates is common stock, par value $.02 per share (the "Common Stock"), of 3TEC Energy Corporation, a Delaware corporation (formerly Middle Bay Oil Company, Inc., an Alabama corporation) (the "Issuer"). The address of the principal executive offices of the Issuer is Two Shell Plaza, 777 Walker Street, Suite 2400, Houston, Texas 77002. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is amended and restated in its entirety as follows: (a) - (c), (f) W/E Energy (formerly 3TEC Energy Company L.L.C.) is a Delaware limited liability company with its principal executive offices located at Two Shell Plaza, 777 Walker Street, Suite 2400, Houston, Texas 77002. The principal business of W/E is engaging in oil and gas investments. Current information concerning the controlling person and the officers and managers of W/E Energy is set forth on Schedule I hereto. The controlling person of W/E Energy is EnCap Investments L.L.C., a Delaware limited liability company ("EnCap Investments"). EnCap Investments is a Delaware limited liability company with its principal executive offices at 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. The principal business of EnCap Investments is engaging in oil and gas 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 Field Services Company, a Delaware corporation ("El Paso Field Services"). The principal business of EnCap Energy Capital Fund III, L.P., a Texas limited partnership ("EnCap III"), is engaging in oil and gas investments. EnCap Investments is the general partner of EnCap III. The executive offices of EnCap III are located at 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. EnCap Energy Acquisition III-B, Inc. ("EnCap Acquisition III-B") is a Texas corporation with its principal executive offices at 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. The principal business of EnCap Acquisition III-B is engaging in oil and gas investments. The controlling person of EnCap Acquisition III-B is EnCap Energy Capital Fund III-B, L.P., a Texas limited partnership. Current information concerning the executive officers and directors of EnCap Acquisition III-B is set forth on Schedule I hereto. EnCap Energy Capital Fund III-B, L.P. ("EnCap III-B") is a Texas limited partnership with its principal executive offices at 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. The principal business of EnCap III-B is engaging in oil and gas investments. EnCap Investments is the general partner of EnCap III-B. El Paso Field Services Company is a Delaware corporation with its principal executive offices at 1001 Louisiana Street, Houston, Texas 77002. The principal business of El Paso Field Services is natural gas gathering and processing and intrastate gas transmission. Current information concerning the controlling person and executive officers and directors of El Paso Field Services is set forth on Schedule I hereto. The controlling person of El Paso Field Services is El Paso Energy Corporation, a Delaware corporation ("El Paso Energy"). 7 8 El Paso Energy is a Delaware corporation with its principal executive offices located at the El Paso Energy Building, 1001 Louisiana Street, Houston, Texas 77002. The principal business of El Paso Energy 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 Energy is set forth on Schedule I hereto. (d) During the last five years, neither the parties listed in this Item 2 nor, to the best knowledge of the reporting persons, any of the persons listed in Schedule I, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither the parties listed in this Item 2 nor, to the best knowledge of the reporting persons, any of the persons listed in Schedule I was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The following is added to Item 3: MAGELLAN MERGER On December 21, 1999, an Agreement and Plan of Merger (as amended, the "Merger Agreement") was executed by and among the Issuer, 3TM Acquisition L.L.C., Magellan Exploration LLC ("Magellan") and the following members of Magellan: ECIC Corporation, EnCap III, EnCap Acquisition III-B, and BOCP Energy Partners, L.P.(the "EnCap Entities"), and Pel-Tex Partners, L.L.C. Pursuant to the Merger Agreement, 3TEC Acquisition L.L.C., a wholly owned subsidiary of the Issuer, was merged with and into Magellan with Magellan being the surviving entity. As consideration for the merger, the EnCap Entities were issued a total of 792,683 shares of Common Stock, 450,388 shares of Series D Preferred Stock (the "Series D Preferred Stock"), and warrants to purchase 142,482 shares of Common Stock (the "Magellan Warrants"). The Magellan Warrants will be exercisable at a price of $30.00 per share and may be exercised at any time on or before four years after the closing date of the merger. Holders of Series D Preferred Stock will have the right, at any time, to convert one share of Series D Preferred Stock into one share of Common Stock. The Series D Preferred Stock has a redemption value of $24.00 per share and has dividend and liquidation payment rights equal to the Issuer's existing Series B preferred stock, $.02 par value having a stated value of $7.50 per share, and Series C preferred stock, $.02 par value having a stated value of $5.00 per share. The Series D Preferred Stock will pay cumulative dividends at 5% per annum, payable semi-annually when, as and if authorized and declared by the Board of Directors. For a period of three years from the closing date of the merger, the Issuer may pay the dividends in additional shares of Series D Preferred Stock with a stated value of $24.00 per share. Holders of Series D Preferred Stock will have the right, at any time, to convert one share of Series D Preferred Stock into one share of Common Stock. The Issuer shall have the right, upon 30 days written notice, to redeem any or all shares of Series D Preferred Stock for $24.00 per share plus any accrued and unpaid dividends. However, the holders of the Series D Preferred Stock do not have the right, under any event or circumstances, to cause or require the Issuer to redeem or purchase the Series D Preferred Stock. 8 9 In the event of a liquidation, dissolution, winding-up or merger of the Issuer, the holders of Series D Preferred Stock are entitled to receive distributions equal to $24.00 per share of Series D Preferred Stock plus any accrued but unpaid dividends before any holders of Common Stock or junior preferred stock receive any distributions. In the event of any stock split, reverse stock split, stock dividend, recapitalization or similar transaction, appropriate adjustments will be made to the Series D Preferred Stock to maintain the rate of conversion, redemption, or distributions upon liquidation existing at the closing date of the merger. A majority of the holders of Series D Preferred Stock must consent to certain actions by the Issuer, including any which (i) adversely alters or changes the rights, preferences or privileges of the Series D Preferred Stock holders by merger, consolidation or otherwise, (ii) increases the authorized number of shares of Series D Preferred Stock, or (iii) authorizes or issues any securities with rights senior to the Series D Preferred Stock. Other than these described consents or as required by law or any provision of the Company's Certificate of Incorporation, the holders of Series D Preferred Stock will have no other voting rights. The Issuer has agreed to file no more than two registration statements to register the Common Stock received as consideration for the merger either directly or as a result of a conversion of the Preferred Stock when requested by the holders of the Common Stock, and, if necessary, to keep the registration statements effective for up to two years. The Issuer also has agreed to give notice to the holders of Common Stock, Series D Preferred Stock and warrants of any proposed registration statement to be filed by the Issuer. The holders of Common Stock, Series D Preferred Stock upon converting into Common Stock, and Magellan Warrants, upon exercising the warrants for Common Stock, have the right to include the Common Stock in such registration statement. AMENDMENT TO SHAREHOLDERS' AGREEMENT On May 30, 2000, the parties to the Shareholders' Agreement entered into a First Amendment to Shareholders' Agreement (the "Amendment") which added the EnCap Entities as parties to the agreement. The Amendment provides that W/E Energy may designate three (3) of the seven (7) members of the Issuer's Board of Directors and the Major Shareholders may designate two (2) of the seven (7) members of the Issuer's Board of Directors. The remaining two members may be designated by a majority of the Board of Directors, with at least one such member being an "independent director" which is acceptable to W/E Energy. If W/E Energy and the EnCap Entities' combined beneficial ownership percentage of Common Stock drops below 15%, W/E Energy shall only be entitled to elect two (2) directors; if W/E Energy and the EnCap Entities' combined beneficial ownership percentage of Common Stock drops below 7%, W/E Energy shall only be entitled to elect one (1) director; and if W/E Energy and the EnCap Entities' combined beneficial ownership percentage drops below 5%, W/E Energy shall lose its right to designate a director. If the Major Shareholders' combined beneficial ownership percentage of Common Stock drops below 7 1/4%, the Major Shareholders shall only be entitled to elect one (1) director, and if the Major Shareholders' combined beneficial ownership percentage drops below 5%, the Major Shareholders shall lose their right to designate a director. The Amendment provides that in the event (i) the Issuer completes its offering of common stock as contemplated in its Form S-2 Registration Statement filed with the Securities and Exchange Commission, and (ii) if any shareholder's percentage of beneficial ownership of Common Stock falls below three and one-half percent (3.5%), then such shareholder's rights and obligations under the Shareholders' Agreement will terminate. References to the "Shareholders' Agreement" herein shall mean the Shareholders' Agreement as amended by the Amendment. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is amended and restated in its entirety as follows: W/E Energy and the EnCap Entities hold a substantial ownership position in the Issuer in order to be able to influence the business and management of the Issuer. W/E Energy, through its nominees on the Board, intends to actively participate in the business and management of the Issuer. Under the Shareholders' Agreement, W/E Energy may designate three (3) of the seven (7) members of the Issuer's Board of Directors. Under the Shareholders' Agreement, as amended, if W/E Energy and the EnCap Entities' combined beneficial ownership percentage of Common Stock drops below 15%, W/E Energy shall only be entitled to elect two (2) directors, if W/E Energy and the EnCap Entities' combined beneficial ownership percentage of Common Stock drops below 7%, W/E Energy shall only be entitled to elect one (1) director, and if W/E Energy and the EnCap Entities' combined beneficial ownership percentage drops below 5%, W/E Energy shall lose its right to designate a director. The reporting persons intend to monitor and evaluate their investment in the Issuer in light of pertinent factors, including oil and gas prices, market conditions, the Issuer's performance and prospects, the trading prices of the Common Stock, conditions in the oil and gas industry and general economic conditions. W/E Energy and the EnCap Entities may make additional purchases of Common Stock in the future through market transactions or otherwise, maintain its current investment or dispose of some or all of the Common Stock. Except as set forth above, 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 of Schedule 13D. 9 10 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended and restated in its entirety as follows: (a) The following table describes the number of shares of Common Stock, including shares of Common Stock issuable upon exercise or conversion of derivative securities and the percent of outstanding Common Stock owned by the reporting persons and the other parties to the Shareholders' Agreement, as amended. All percentages are based on 6,422,650 Common Stock issued and outstanding on February 3, 2000 and give effect to a 3-for-1 reverse stock split effective on January 18, 2000.
SHARES OUTSTANDING DERIVATIVE SECURITIES TOTAL --------------------- --------------------------- ----------------------- NAME SOLE SHARED SOLE SHARED NUMBER %(1) - --------------------------- --------- --------- ------------ ------------ --------- ----- W/E Energy Company L.L.C. 1,585,185 -- 1,888,889(2) -- 3,474,074 41.8% EnCap Investments L.L.C. -- 2,377,868 -- 2,485,351(3) 4,863,219 54.6% EnCap III 336,724 -- 253,371(4) -- 590,095 8.82% EnCap Acquisition III-B 254,665 -- 191,625(4) -- 446,290 6.73% EnCap III-B -- 254,665 -- 191,625(4) 446,290 6.73% ECIC Corporation 118,902 -- 89,469(4) -- 208,371 3.20% BOCP Energy Partners, L.P. 82,392 -- 61,997(4) -- 144,389 2.23% Kaiser-Francis Oil Company 1,112,578 -- -- -- 1,112,578 17.3% C.J. Lett, III 411,519 -- -- -- 411,519 6.41% Weskids, L.P. 281,229 -- 39,156(5) -- 320,385 4.96% Alvin V. Shoemaker 228,074 22,222(6) 60,822(5) 10,093(6) 321,211 4.95%
- -------------- (1) In accordance with SEC regulations under Section 13(d) of the Act, the percent shown in this column for each stockholder represents the number of shares of Common Stock owned by the stockholder plus the derivative securities (on an as converted basis) owned by such stockholder divided by the number of shares outstanding plus the number of derivative securities (on an as converted basis) owned by such stockholder. (2) Represents warrants to purchase Common Stock which are exercisable within 60 days of this filing and notes convertible into Common Stock. (3) Represents warrants to purchase Common Stock which are exercisable within 60 days of this filing, notes convertible into Common Stock and shares of Common Stock issuable upon conversion of the Issuer's Series D Convertible Preferred Stock. (4) Represents warrants to purchase Common Stock which are exercisable within 60 days of this filing and shares of Common Stock issuable upon conversion of the Issuer's Series D Convertible Preferred Stock. (5) Represents shares of Common Stock issuable upon conversion of the Issuer's Series B Convertible Preferred Stock. (6) Mr. Shoemaker may be deemed to share the power to vote or direct the vote and to dispose or direct the disposition of 32,315 shares of Common Stock with Shoemaker Family Partners, L.P. and Shoeinvest II, L.P. If the parties to the Shareholders' Agreement constitute a group for purposes of Rule 13d-5 of the Act, then the group may collectively own an aggregate of 7,028,912 shares of Common Stock of the Issuer (which is approximately 77.9% of the outstanding shares of Common Stock of the Issuer as of February 3, 2000 on a fully diluted basis). W/E Energy and EnCap Investments disclaim any beneficial ownership of the other parties to the Shareholder' Agreement and W/E Energy only claims beneficial ownership of 3,474,074 shares of Common Stock of the Issuer. (b) W/E Energy. W/E Energy has the sole power to vote and to dispose or direct the disposition of 3,494,074 shares of Common Stock. EnCap Investments. EnCap Investments may be deemed to have the power to vote and direct the vote or to dispose or direct the disposition of 3,474,074 shares of Common Stock owned by W/E 10 11 Energy (by virtue of being the controlling person of W/E Energy) and 1,389,145 shares collectively owned by the EnCap Entities (by virtue of being the general partner or controlling person of each such entity). EnCap Investments disclaims beneficial ownership of the shares of Common Stock owned by W/E Energy and by the EnCap Entities. EnCap III. EnCap III has the sole power to vote and dispose or direct the disposition of 590,095 shares of Common Stock through its general partner, EnCap Investments. EnCap Acquisition III-B. EnCap III has the sole power to vote and dispose or direct the disposition of 446,290 shares of Common Stock through its controlling person, EnCap III-B. EnCap III-B. EnCap III-B may be deemed to have the power to vote and direct the vote or to dispose or direct the disposition of 446,290 shares owned by EnCap Acquisition III-B (by virtue of being the controlling person of EnCap Acquisition III-B), through EnCap III-B's general partner, EnCap Investments. EnCap III-B disclaims beneficial ownership of the shares of Common Stock owned by EnCap Acquisition III-B. El Paso Field Services and El Paso Energy. Each of El Paso Field Services and El Paso Energy may be deemed to have the power to vote and direct the vote or to dispose or direct the disposition of the shares of Common Stock owned or deemed to be owned by EnCap Investments (by virtue of being controlling persons of EnCap Investments). El Paso Field Services and El Paso Energy disclaim beneficial ownership of the shares of Common Stock owned by W/E Energy and by the EnCap Entities. Executive Officers and Directors. Except as otherwise described herein, to the knowledge of the reporting persons, no executive officer or director of the reporting persons or managing director of EnCap Investments or other 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) W/E Energy transferred warrants to purchase 100,000 shares of Common Stock to two parties as part of a brokers' fee related to its investment in the Issuer. Except as otherwise described herein or in any Exhibit filed herewith, to the knowledge of the reporting persons, none of the persons named in response to paragraph (a) above has effected any transaction in shares of the Common Stock during the past 60 days. (d) Except as otherwise described herein, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock deemed to be beneficially owned by them. (e) It is inapplicable for the purposes herein to state the date on which a party ceased to be the owner of more than five percent (5%) of the shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. No modification. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 - Joint Filing Agreement dated June 13, 2000 by and between W/E Energy, EnCap Investments, EnCap III, EnCap Acquisition III-B and EnCap III-B* 11 12 Exhibit 10.1 - Securities Purchase Agreement dated July 1, 1999 by and among the Issuer and W/E Energy. (Filed as Exhibit C to the Definitive Proxy Statement filed by Issuer on July 19, 1999 and incorporated herein by reference). Exhibit 10.2 - Shareholders' Agreement dated August 27, 1999 by and among the Issuer, W/E Energy and each of the Major Shareholders.** Exhibit 10.3 - Registration Rights Agreement dated August 27, 1999 by and among Issuer, W/E Energy, Shoemaker Family Partnership, L.P., Shoeinvest II, L.P. and the Major Shareholders.** Exhibit 10.4 - Agreement and Plan of Merger dated December 21, 1999 among W/E Energy, 3TM Acquisition L.L.C ., Magellan Exploration, LLC and ECIC Corporation, EnCap III, EnCap Acquisition III-B, BOCP Energy Partners, L.P., and Pel-Tex Partners, L.L.C. (Filed as Exhibit C to the Definitive Proxy Statement filed by Issuer on January 11, 2000 and incorporated herein by reference). Exhibit 10.5 - First Amendment to Shareholders' Agreement by and among the Issuer, W/E Energy and each of the Major Shareholders and W/E Energy Shareholders thereto dated May 30, 2000 (Filed as Exhibit 10.29 to the Registration Statement on Form S-2/A filed by Issuer on June 6, 2000 and incorporated herein by reference). Exhibit 10.6 - First Amendment to Agreement and Plan of Merger, effective as of January 14, 2000, by and among 3TEC Energy Corporation, 3TM Acquisition L.L.C., Magellan Exploration, LLC, ECIC Corporation, EnCap Energy Capital Fund III, L.P., EnCap Energy Acquisition III-B, Inc., BOCP Energy Partners, L.P., and Pel-Tex Partners, L.L.C. (Filed as Exhibit 2.1 to the Form 8-K filed by Issuer February 4, 2000 and incorporated herein by reference). Exhibit 10.7 - Second Amendment to Agreement and Plan of Merger, effective as of February 2, 2000, by and among 3TEC Energy Corporation, 3TM Acquisition L.L.C., Magellan Exploration, LLC, ECIC Corporation, EnCap Energy Capital Fund III, L.P., EnCap Energy Acquisition III-B, Inc., BOCP Energy Partners, L.P., and Pel-Tex Partners, L.L.C. (Filed as Exhibit 2.2 to the Form 8-K filed by Issuer February 4, 2000 and incorporated herein by reference). * Filed herewith. ** Filed as an exhibit to the Schedule 13D filed by W/E Energy and EnCap on November 9, 1999. 12 13 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: June 13, 2000 W/E ENERGY COMPANY L.L.C. By: /s/ FLOYD WILSON ------------------------------------- Floyd Wilson Managing Director Date: June 13, 2000 ENCAP INVESTMENTS L.L.C. By: /s/ D. MARTIN PHILLIPS ------------------------------------- D. Martin Phillips Managing Director Date: June 13, 2000 ENCAP ENERGY CAPITAL FUND III, L.P. BY: ENCAP INVESTMENTS L.L.C., General Partner By: /s/ D. MARTIN PHILLIPS ------------------------------------- D. Martin Phillips Managing Director Date: June 13, 2000 ENCAP ENERGY ACQUISITION III-B, INC. By: /s/ D. MARTIN PHILLIPS ------------------------------------- D. Martin Phillips Vice President Date: June 13, 2000 ENCAP ENERGY CAPITAL FUND III-B, L.P. BY: ENCAP INVESTMENTS L.L.C. By: /s/ D. MARTIN PHILLIPS ------------------------------------- D. Martin Phillips Managing Director EX-1 2 0002.txt AGREEMENT 1 EXHIBIT 1 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: June 13, 2000 W/E ENERGY COMPANY L.L.C. By: /s/ FLOYD WILSON ------------------------------------------ Floyd Wilson Managing Director Date: June 13, 2000 ENCAP INVESTMENTS L.L.C. By: /s/ D. MARTIN PHILLIPS ------------------------------------------ D. Martin Phillips Managing Director Date: June 13, 2000 ENCAP ENERGY CAPITAL FUND III, L.P. BY: ENCAP INVESTMENTS L.L.C., General Partner By: /s/ D. MARTIN PHILLIPS -------------------------------------- D. Martin Phillips Managing Director Date: June 13, 2000 ENCAP ENERGY ACQUISITION III-B, INC. By: /s/ D. MARTIN PHILLIPS ------------------------------------------ D. Martin Phillips Vice President Date: June 13, 2000 ENCAP ENERGY CAPITAL FUND III-B, L.P. BY: ENCAP INVESTMENTS L.L.C. By: /s/ D. MARTIN PHILLIPS -------------------------------------- D. Martin Phillips Managing Director 2 SCHEDULE I DIRECTORS, MANAGERS, EXECUTIVE OFFICERS OR CONTROLLING PERSONS 1. W/E ENERGY. Set forth below are the name, business address and present principal occupation of each of the managers and officers of W/E Energy. Each manager and officer of W/E Energy is a United States citizen. To the knowledge of the reporting persons, none of such individuals directly owns any Common Stock.
Name and Citizenship Business Address Position/Principal Occupation - -------------------- ---------------- ----------------------------- David B. Miller 3811 Turtle Creek Blvd. David B. Miller is Managing Dallas, Texas 75219 Director of EnCap Investments D. Martin Phillips 1100 Louisiana Street, D. Martin Phillips is Managing Suite 3150 Director of EnCap Investments Houston, Texas 77002 Floyd C. Wilson Two Shell Plaza Floyd C. Wilson is Chairman 777 Walker Street, Suite 2400 Of the Board and Houston, Texas 77002 Chief Executive Officer of 3TEC Energy Corporation
2. EnCap Investments. Set forth below are the name and present, principal occupation or employment of each managing director of EnCap Investments. The business address of each managing director, unless otherwise indicated below, is 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. Each managing director of EnCap is a United States citizen. To the knowledge of the reporting persons, none of such individuals directly owns any Common Stock.
Name Present Principal Occupation or Employment - ------------------ ------------------------------------------ Gary R. Peterson Gary R. Petersen is a Managing Director of EnCap Investments. D. Martin Phillips D. Martin Phillips is a Managing Director of EnCap Investments. David B. Miller David B. Miller is a Managing Director of EnCap Investments. Robert L. Zorich Robert L. Zorich is a Managing Director of EnCap Investments. D. Mark Leland D. Mark Leland is a Managing Director of EnCap Investments.
I-1 3 3. EnCap Acquisition III-B. The name and citizenship, business address and present principal occupation or employment, and the name of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of EnCap Acquisition III-B is set forth below.
Name and Citizenship Business Address Position/Principal Occupation - -------------------- ---------------- ----------------------------- Executive Officers & Directors: Robert L. Zorich 1100 Louisiana Street Director and President Suite 3150 Houston, Texas 77002 David B. Miller 1100 Louisiana Street Director and Vice President Suite 3150 Houston, Texas 77002 Gary R. Petersen 1100 Louisiana Street Director, Vice President and Suite 3150 Treasurer Houston, Texas 77002 D. Martin Phillips 1100 Louisiana Street Director, Vice President and Suite 3150 Secretary Houston, Texas 77002
4. El Paso Field Services. The name and citizenship, business address and present principal occupation or employment, and the name of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of El Paso Field Services is set forth below.
Name and Citizenship Business Address Position/Principal Occupation - -------------------- ---------------- ----------------------------- Executive Officers & Directors: William A. Wise El Paso Energy Corporation Director and Chairman of the (United States Citizen) 1001 Louisiana Street Board Houston, Texas 77002 Robert G. Phillips El Paso Energy Corporation Director and President (United States Citizen) 1001 Louisiana Street Houston, Texas 77002 H. Brent Austin El Paso Energy Corporation Director and Executive Vice (United States Citizen) 1001 Louisiana Street President Houston, Texas 77002
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Name and Citizenship Business Address Position/Principal Occupation - -------------------- ---------------- ----------------------------- D. Mark Leland El Paso Energy Corporation Senior Vice President and Chief (United States Citizen) 1001 Louisiana Street Financial Officer Houston, Texas 77002 Jeffrey I. Beason El Paso Energy Corporation Vice President and Controller (United States Citizen) 1001 Louisiana Street Houston, Texas 77002 David H. Eargle El Paso Energy Corporation Vice President (United States Citizen) 1001 Louisiana Street Houston, Texas 77002 Graciela E. Martinez El Paso Energy Corporation Vice President (United States Citizen) 1001 Louisiana Street Houston, Texas 77002 C. Dana Rice El Paso Energy Corporation Vice President and Treasurer (United States Citizen) 1001 Louisiana Street Houston, Texas 77002 Judy A. Vandagriff El Paso Energy Corporation Vice President (United States Citizen) 1001 Louisiana Street Houston, Texas 77002 E. Randall West El Paso Energy Corporation Vice President (United States Citizen) 1001 Louisiana Street Houston, Texas 77002
5. El Paso Energy. The name and citizenship, business address and present principal occupation or employment, and the name of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of El Paso Energy is set forth below.
Name and Citizenship Business Address Position/Principal Occupation - -------------------- ---------------- ----------------------------- Executive Officers & Directors: William A. Wise El Paso Energy Corporation Director, President and Chief (United States Citizen) 1001 Louisiana Street Executive Officer Houston, Texas 77002 H. Brent Austin El Paso Energy Corporation Executive Vice President and (United States Citizen) 1001 Louisiana Street Chief Financial Officer Houston, Texas 77002 Ralph Eads El Paso Energy Corporation Executive Vice President (United States Citizen) 1001 Louisiana Street Houston, Texas 77002
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Name and Citizenship Business Address Position/Principal Occupation - -------------------- ---------------- ----------------------------- Joel Richards III El Paso Energy Corporation Executive Vice President (United States Citizen) 1001 Louisiana Street Houston, Texas 77002 John W. Somerhalder II El Paso Energy Corporation Executive Vice President (United States Citizen) 1001 Louisiana Street Houston, Texas 77002 William A. Smith El Paso Energy Corporation Executive Vice President (United States Citizen) 1001 Louisiana Street Houston, Texas 77002 Britton White Jr. El Paso Energy Corporation Executive Vice President and (United States Citizen) 1001 Louisiana Street General Counsel Houston, Texas 77002 Jeffrey I. Beason El Paso Energy Corporation Senior Vice President and Controller (United States Citizen) 1001 Louisiana Street Houston, Texas 77002 Norma F. Dunn El Paso Energy Corporation Senior Vice President (United States Citizen) 1001 Louisiana Street Houston, Texas 77002 Graciela E. Martinez El Paso Energy Corporation Senior Vice President (United States Citizen) 1001 Louisiana Street Houston, Texas 77002 James R. McCotter El Paso Energy Corporation Senior Vice President and (United States Citizen) 1001 Louisiana Street Deputy General Counsel Houston, Texas 77002
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Name and Citizenship Business Address Position/Principal Occupation - -------------------- ---------------- ----------------------------- C. Dana Rice El Paso Energy Corporation Senior Vice President and (United States Citizen) 1001 Louisiana Street Treasurer Houston, Texas 77002 Bruce Connery El Paso Energy Corporation Vice President (United States Citizen) 1001 Louisiana Street Houston, Texas 77002 Thomas G. Kilgore El Paso Energy Corporation Vice President (United States Citizen) 1001 Louisiana Street Houston, Texas 77002 David L. Siddall El Paso Energy Corporation Vice President, Associate (United States Citizen) 1001 Louisiana Street General Counsel and Corporate Houston, Texas 77002 Secretary Judy A. Vandagriff El Paso Energy Corporation Vice President (United States Citizen) 1001 Louisiana Street Houston, Texas 77002 Stephen C. Beasley El Paso Energy Corporation President of Tennessee Gas (United States Citizen) 1001 Louisiana Street Pipeline Company Houston, Texas 77002 John B. Holmes, Jr. El Paso Energy Corporation President of El Paso Production (United States Citizen) 1001 Louisiana Street Company Houston, Texas 77002 Greg G. Jenkins El Paso Energy Corporation President of El Paso Merchant (United States Citizen) 1001 Louisiana Street Energy Group, L.L.C. Houston, Texas 77002 Robert G. Phillips El Paso Energy Corporation President of El Paso Field (United States Citizen) 1001 Louisiana Street Services Company Houston, Texas 77002 Patricia A. Shelton El Paso Energy Corporation President of El Paso Natural Gas (United States Citizen) 1001 Louisiana Street Company Houston, Texas 77002 Byron Allumbaugh Ralphs Grocery Company Director of El Paso; retired (United States Citizen) 610 Newport Center Drive Chairman and Chief Executive Suite 210 Officer of Ralphs Grocery Newport Beach, CA 92660-6475 Company Juan Carlos Braniff Grupo Financiero Bancomer Director of El Paso; Vice (Mexican Citizen) Universidad 1200, Col, XOCO Chairman of Grupo Financiero Mexico, D.F.C.P 03339 Bancomer James F. Gibbons Stanford University Director of El Paso; Former Dean (United States Citizen) Paul G. Allen Center for of Engineering at Stanford Integrated Systems University Room 201, (Mail Stop 4075) Stanford, CA 94305 Ronald L. Kuehn, Jr. 2813 Shook Hill Circle Chairman of the Board of (United States Citizen) Birmingham, AL 35223 El Paso; former Chairman of the Board of Sonat, Inc. Ben F. Love Chase Bank of Texas Director of El Paso; Retired (United States Citizen) 600 Travis, 18th Floor Chairman and Chief Executive Houston, TX 77002 Officer of Chase Bank of Texas Max L. Lukens 3415 Albans Director of El Paso; Former (United States Citizen) Houston, TX 77005 Chairman, President and Chief Executive Officer of Baker Hughes Incorporated Kenneth L. Smalley 5 Queensview Court Director of El Paso; Retired Senior (United States Citizen) Dallas, TX 75225 Vice President of Phillips Petroleum Company Adrian M. Tocklin Tocklin & Associates, Inc. Director of El Paso; President (United States Citizen) 4961 Bacopa Lane South and Chief Executive Officer of #801 Islamorada Tocklin & Associates, Inc. St. Petersburg, FL 33715 Malcolm Wallop Western Strategy Group Director of El Paso; (United States Citizen) 1401 Wilson Blvd. Chairman of Western Strategy Arlington, VA 22209 Group and Frontiers of Freedom Foundation
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