0000950129-01-503604.txt : 20011029
0000950129-01-503604.hdr.sgml : 20011029
ACCESSION NUMBER: 0000950129-01-503604
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20011023
GROUP MEMBERS: ENCAP INVESTMENTS L.L.C.
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: WE ENERGY CO LLC
CENTRAL INDEX KEY: 0001160555
STANDARD INDUSTRIAL CLASSIFICATION: []
IRS NUMBER: 752837589
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 700 MILAM STREET
STREET 2: SUITE 1100
CITY: HOUSTON
STATE: TX
ZIP: 77002
MAIL ADDRESS:
STREET 1: 700 MILAM STREET
STREET 2: SUITE 1100
CITY: HOUSTON
STATE: TX
ZIP: 77002
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: 3TEC ENERGY CORP
CENTRAL INDEX KEY: 0000903267
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 631081013
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-48873
FILM NUMBER: 1764485
BUSINESS ADDRESS:
STREET 1: 700 MILAM STREET
STREET 2: SUITE 1100
CITY: HOUSTON
STATE: TX
ZIP: 77002-2
BUSINESS PHONE: 7138217100
FORMER COMPANY:
FORMER CONFORMED NAME: MIDDLE BAY OIL CO INC
DATE OF NAME CHANGE: 19930504
SC 13D/A
1
h91537sc13da.txt
W/E ENERGY COMPANY L.L.C. FOR 3TEC ENERGY CORP.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 2)
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)
AUGUST 27, 2001
(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).
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
------------------------------------------------------------------------------------------------------------------
(7) Sole Voting Power 3,064,605
Number of --------------------------------------------------------------------------------
Shares Bene-
ficially (8) Shared Voting Power 0
Owned by --------------------------------------------------------------------------------
Each
Reporting (9) Sole Dispositive Power 3,064,605
Person With --------------------------------------------------------------------------------
(10) Shared Dispositive Power 0
-------------------------------------------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,064,605
-------------------------------------------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
-------------------------------------------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 18.3%(1)
------------------------------------------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) OO
------------------------------------------------------------------------------------------------------------------
(1) Based on 15,903,992 shares of Common Stock issued and outstanding
on October 12, 2001.
2
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
------------------------------------------------------------------------------------------------------------------
(7) Sole Voting Power 0
Number of -------------------------------------------------------------------------------
Shares Bene-
ficially (8) Shared Voting Power 4,453,750(1)
Owned by -------------------------------------------------------------------------------
Each
Reporting (9) Sole Dispositive Power 0
Person With --------------------------------------------------------------------------------
(10) Shared Dispositive Power 4,453,750(1)
------------------------------------------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,453,750(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)
25.6%(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 2). See Items 2 and 5.
(2) EnCap Investments disclaims any beneficial ownership of the shares
owned by W/E Energy and by the EnCap Entities.
(3) Based on 15,903,992 shares of Common Stock issued and outstanding on
October 12, 2001.
3
ITEM 1. SECURITY AND ISSUER.
No modification.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended and restated in its entirety as follows:
(a) - (c)
W/E Energy Company L.L.C. (formerly 3TEC Energy Company L.L.C.) ("W/E
Energy") is a Delaware limited liability company with its principal executive
offices located at 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. The
principal business of W/E Energy 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. EnCap Investments is the general partner or controlling person of
EnCap Energy Capital Fund III, L.P., a Texas limited partnership, EnCap Energy
Acquisition III-B, Inc., a Texas corporation, ECIC Corporation, a Texas
corporation, and BOCP Energy Partners, L.P., a Texas limited partnership
(collectively, the "EnCap Entities"). 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, a Delaware corporation ("El Paso Merchant Energy").
El Paso Merchant Energy is a Delaware corporation with its principal
executive offices at 1001 Louisiana Street, Houston, Texas 77002. The principal
business of El Paso Merchant Energy is natural gas gathering and processing and
intrastate gas transmission. 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, a Delaware corporation ("El Paso Corporation").
El Paso Corporation is a Delaware corporation with its principal
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.
(d)-(f) See Schedule I.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The following is added to Item 3:
4
TERMINATION OF SHAREHOLDERS AGREEMENT
On April 30, 2001, an Agreement to Terminate Shareholders' Agreement
was executed by and among 3TEC Energy Corporation, W/E Energy Company L.L.C.,
ECIC Corporation, EnCap Energy Capital Fund III, L.P., EnCap Energy Acquisition
III-B, Inc., BOCP Energy Partners, L.P., and Kaiser-Francis Oil Company (the
"Termination Agreement"). The Termination Agreement terminated the Shareholders
Agreement and all amendments thereto.
CONVERSION OF SUBORDINATED CONVERTIBLE PROMISSORY NOTE
On July 27, 2001, the Issuer notified W/E Energy of its desire to repay
the Note. In response, W/E Energy notified the Issuer of its desire to convert
the Note and the interest accrued on the Note. On August 27, 2001, W/E Energy
converted the entire $10,700,000 principal amount of the Note plus $155,150 in
accrued interest into 1,206,127 shares of Common Stock. Upon conversion of such
Note, all warrants held by W/E Energy became immediately exercisable.
SECURITIES DISTRIBUTED TO FLOYD C. WILSON
On August 6, 2001, an agreement was reached by W/E Energy to allow
Floyd C. Wilson to put his ownership of W/E Energy for securities of the Issuer.
As a result, (i) on August 27, 2001, W/E Energy distributed to Floyd C. Wilson
200,000 shares of Common Stock and 297,089 shares of Common Stock derived from
conversion of the Note, and (ii) on September 28, 2001, W/E Energy distributed
to Floyd C. Wilson 94,521 shares of Common Stock and Warrants to purchase
290,014 shares of Common Stock, which are immediately exercisable at $3.00 per
share.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended and restated in its entirety as follows:
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
their current investments, 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) through (j) of Item 4 of Schedule 13D.
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 each
of the reporting persons and the EnCap Entities. All percentages are based on
15,903,992 shares of Common Stock issued and outstanding on October 12, 2001.
5
COMMON STOCK DERIVATIVE SECURITIES TOTAL
-------------------------- -------------------------- --------------------------
NAME SOLE SHARED SOLE SHARED NUMBER %(1)
---------------------------------- ------------ ------------- ------------ ------------- ------------ -------------
W/E Energy Company L.L.C. 2,187,952 -- 876,653(2) -- 3,064,605 18.3%
EnCap Investments L.L.C. -- 2,980,635 -- 1,473,115(3) 4,453,750 25.6%
EnCap Energy Capital Fund III, L.P. 336,724 -- 253,371(3) -- 590,095 3.65%
EnCap Energy Acquisition III-B, Inc. 254,665 -- 191,625(3) -- 446,290 2.77%
ECIC Corporation 118,902 -- 89,469(3) -- 208,371 1.30%
BOCP Energy Partners, L.P. 82,392 -- 61,997(3) -- 144,389 0.90%
--------------
(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.
(3) 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.
(b) W/E Energy. W/E Energy has the sole power to vote and to dispose or
direct the disposition of 3,064,605 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 3,064,605
shares of Common Stock owned by W/E 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.
El Paso Merchant Energy and El Paso Corporation. Each of El Paso
Merchant Energy and El Paso Corporation 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 deemed to be 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 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) Except as otherwise described herein or in any Exhibit filed
herewith, and to the knowledge of the reporting persons, 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, 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) Each of EnCap Energy Capital Fund III, L.P., EnCap Energy
Acquisition III-B, Inc., and EnCap Energy Capital Fund III-B, L.P. ceased to be
the owner of more than five percent (5%) of the shares
6
of Common Stock on June 30, 2000 when the Issuer sold 8,050,000 shares of Common
Stock pursuant to an S-2 Registration Statement.
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.
The following is added to Item 7:
Exhibit 10.8 - Agreement to Terminate Shareholders' Agreement dated April 30, 2001 among 3TEC Energy
Corporation, W/E Energy Company L.L.C., ECIC Corporation, EnCap Energy Capital Fund III, L.P.,
EnCap Energy Acquisition III-B, Inc., BOCP Energy Partners, L.P., and Kaiser-Francis Oil
Company.
7
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: October 23, 2001 W/E ENERGY COMPANY L.L.C.
By: /S/ D. MARTIN PHILLIPS
--------------------------------
D. Martin Phillips
Manager
Date: October 23, 2001 ENCAP INVESTMENTS L.L.C.
By: /S/ D. MARTIN PHILLIPS
--------------------------------
D. Martin Phillips
Managing Director
8
EXHIBIT 1
AGREEMENT
The undersigned reporting persons hereby agree that the statements
filed pursuant to this Schedule 13D/A, to which this Agreement is filed as an
exhibit, are filed on behalf of each of them.
Date: October 23, 2001 W/E ENERGY COMPANY L.L.C.
By: /S/ D. MARTIN PHILLIPS
--------------------------------
D. Martin Phillips
Manager
Date: October 23, 2001 ENCAP INVESTMENTS L.L.C.
By: /S/ D. MARTIN PHILLIPS
--------------------------------
D. Martin Phillips
Managing Director
9
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 managers and officers of
W/E Energy Company L.L.C., (ii) the managing directors of EnCap Investments,
(iii) the directors and executive officers of El Paso Merchant Energy, and (iv)
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) W/E Energy Company L.L.C.
David B. Miller Manager Managing Director of EnCap Investments L.L.C.
3811 Turtle Creek Blvd. EnCap Investments 3811 Turtle Creek Blvd.
Dallas, Texas 75219 Dallas, Texas 75219
D. Martin Phillips Manager Managing Director of EnCap Investments L.L.C.
1100 Louisiana, Suite 3150 EnCap Investments 1100 Louisiana, Suite 3150
Houston, Texas 77002 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
---------------- ------------ ---------- ---------
(ii) EnCap Investments L.L.C.
David B. Miller Managing Director Managing Director of EnCap Investments L.L.C.
3811 Turtle Creek Blvd. of EnCap EnCap Investments 3811 Turtle Creek Blvd.
Dallas, Texas 75219 Investments Dallas, Texas 75219
D. Martin Phillips Managing Director Managing Director of EnCap Investments L.L.C.
1100 Louisiana, Suite 3150 of EnCap EnCap Investments 1100 Louisiana, Suite 3150
Houston, Texas 77002 Investments Houston, Texas 77002
Robert L. Zorich Managing Director Managing Director of EnCap Investments L.L.C.
1100 Louisiana, Suite 3150 of EnCap EnCap Investments 1100 Louisiana, Suite 3150
Houston, Texas 77002 Investments Houston, Texas 77002
I-1
Name, Principal Business
Address of Organization in
Name and Capacity in Principal which Principal Occupation is
Business Address Which Serves Occupation Conducted
---------------- ------------ ---------- ---------
Gary R. Petersen Managing Director Managing Director of EnCap Investments L.L.C.
1100 Louisiana, Suite 3150 of EnCap EnCap Investments 1100 Louisiana, Suite 3150
Houston, Texas 77002 Investments 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 Merchant Energy
North America Company
Clark C. Smith President and President, El Paso El Paso Merchant Energy
1001 Louisiana Street Director Merchant Energy North America Company
Houston, Texas 77002 1001 Louisiana Street
John B. Holmes, Jr. Chief Operating Chief Operating Officer, El Paso Merchant Energy
1001 Louisiana Street Officer El Paso North America Company
Houston, Texas 77002 Merchant Energy 1001 Louisiana Street
Houston, Texas 77002
Timothy D. Bourn Vice President and Vice President and El Paso Merchant Energy
1001 Louisiana Street Senior Managing Senior Managing North America Company
Houston, Texas 77002 Director Director, El Paso 1001 Louisiana Street
Merchant Energy Houston, Texas 77002
Larry W. Kellerman Vice President and Vice President and El Paso Merchant Energy
1001 Louisiana Street Senior Managing Senior Managing North America Company
Houston, Texas 77002 Director Director, El Paso 1001 Louisiana Street
Merchant Energy Houston, Texas 77002
John L. Harrison Senior Vice Senior Vice President El Paso Merchant Energy
1001 Louisiana Street President and and Chief Financial North America Company
Houston, Texas 77002 Chief Financial Officer, El Paso 1001 Louisiana Street
Officer Merchant Energy Houston, Texas 77002
W. C. Mack Senior Vice Senior Vice President, El Paso Merchant Energy
1001 Louisiana Street President El Paso Merchant Energy North America Company
Houston, Texas 77002 1001 Louisiana Street
Houston, Texas 77002
I-2
Name, Principal Business
Address of Organization in
Name and Capacity in Principal which Principal Occupation is
Business Address Which Serves Occupation Conducted
---------------- ------------ ---------- ---------
Grady M. Blakley Senior Vice Senior Vice President, El Paso Merchant Energy
1001 Louisiana Street President El Paso Merchant Energy North America Company
Houston, Texas 77002 1001 Louisiana Street
Houston, Texas 77002
Ralph Eads Director Executive Vice El Paso Corporation
1001 Louisiana Street President, El Paso 1001 Louisiana Street
Houston, Texas 77002 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
---------------- ------------ ---------- ---------
(iv) El Paso Corporation
William A. Wise Chairman of the Director, Chairman of El Paso Corporation
1001 Louisiana Street Board, the Board, 1001 Louisiana Street
Houston, Texas 77002 President, Chief President, and Chief Houston, Texas 77002
Executive Executive
Officer, and Officer of El Paso
Director Corporation
H. Brent Austin Executive Vice Executive Vice El Paso Corporation
1001 Louisiana Street President President and 1001 Louisiana Street
Houston, Texas 77002 and Chief Financial Officer of Houston, Texas 77002
Chief Financial El Paso Corporation
Officer
Ralph Eads Executive Vice Executive Vice El Paso Corporation
1001 Louisiana Street President President of 1001 Louisiana Street
Houston, Texas 77002 El Paso Corporation Houston, Texas 77002
Joel Richards III Executive Vice Executive Vice El Paso Corporation
1001 Louisiana Street President President, Human 1001 Louisiana Street
Houston, Texas 77002 Resources and Houston, Texas 77002
Administration of
El Paso Corporation
William A. Smith Executive Vice Executive Vice President, El Paso Corporation
1001 Louisiana Street President Business Development of 1001 Louisiana Street
Houston, Texas 77002 El Paso Corporation Houston, Texas 77002
I-3
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, President, Pipeline El Paso Corporation
1001 Louisiana Street Pipeline Group Group of 1001 Louisiana Street
Houston, Texas 77002 El Paso Corporation Houston, Texas 77002
Britton White Jr. Executive Vice Executive Vice President El Paso Corporation
1001 Louisiana Street President and 1001 Louisiana Street
Houston, Texas 77002 and General Counsel of El Paso Houston, Texas 77002
General Counsel 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
C. Dana Rice Senior Vice Senior Vice President and El Paso Corporation
1001 Louisiana Street President and Treasurer of El Paso 1001 Louisiana Street
Houston, Texas 77002 Treasurer Corporation Houston, Texas 77002
Patricia A. Shelton President President of El Paso Natural Gas Company
1001 Louisiana Street Western Pipeline Western Pipeline 1001 Louisiana Street
Houston, Texas 77002 Division Division Houston, Texas 77002
E. J. Holm Chief Executive Chief Executive Officer El Paso Natural Gas Company
1001 Louisiana Street Officer Eastern Pipeline 1001 Louisiana Street
Houston, Texas 77002 Eastern Pipeline Division Houston, Texas 77002
Division
John D. Hushon Chief Executive Chief Executive El Paso Energy International
1001 Louisiana Street Officer, Officer Company
Houston, Texas 77002 El Paso Europe El Paso Europe 1001 Louisiana Street
Houston, Texas 77002
Greg C. Jenkins President of President of El Paso Global Networks Company
1001 Louisiana Street El Paso Global El Paso Global 1001 Louisiana Street
Houston, Texas 77002 Networks Company Networks Company Houston, Texas 77002
Robert G. Phillips President of President of El Paso Field Services, L.P.
1001 Louisiana Street El Paso Field El Paso Field 1001 Louisiana Street
Houston, Texas 77002 Services, L.P. Services, L.P. Houston, Texas 77002
James C. Yardley President, Southern President, Southern Southern Natural Gas Company
1001 Louisiana Street Natural Gas Company Natural 1001 Louisiana Street
Houston, Texas 77002 Gas Company Houston, Texas 77002
I-4
Name, Principal Business
Address of Organization in
Name and Capacity in Principal which Principal Occupation is
Business Address Which Serves Occupation Conducted
---------------- ------------ ---------- ---------
John B. Holmes, Jr. Chief Operating Chief Operating Officer of El Paso Merchant Energy North
1001 Louisiana Street Officer Merchant Energy Group America Company
Houston, Texas 77002 Merchant Energy 1001 Louisiana Street
Group Houston, Texas 77002
Stephen C. Beasley President, President, Tennessee Gas Tennessee Gas Pipeline Company
1001 Louisiana Street Tennessee Gas Pipeline 1001 Louisiana Street
Houston, Texas 77002 Pipeline Company Company Houston, Texas 77002
James J. Cleary President, ANR President of ANR Pipeline ANR Pipeline Company
1001 Louisiana Street Pipeline Company 1001 Louisiana Street
Houston, Texas 77002 Company Houston, Texas 77002
Byron Kelly President, El Paso President, El Paso Energy El Paso Energy International
1001 Louisiana Street Energy International Company Company
Houston, Texas 77002 International 1001 Louisiana Street
Company Houston, Texas 77002
Tom Wade President, Merchant President, Merchant Energy Coastal States Crude Gathering
1001 Louisiana Street Energy Petroleum Petroleum Markets Company
Houston, Texas 77002 Markets 1001 Louisiana Street
Houston, Texas 77002
Rod Erskine President President of El Paso El Paso Production Company
1001 Louisiana Street El Paso Production Production 1001 Louisiana Street
Houston, Texas 77002 Company Company Houston, Texas 77002
Byron Allumbaugh Director Retiring Chairman 33 Ridgeline Drive
33 Ridgeline Drive Ralphs Grocery Company Newport Beach, CA 92660
Newport Beach, CA 92660
David A. Arledge Non-Executive Vice Non-Executive Vice El Paso Corporation
1001 Louisiana Street Chairman of the Chairman 1001 Louisiana Street
Houston, Texas 77002 Board of the Board of El Paso Houston, Texas 77002
Corporation
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
I-5
Name, Principal Business
Address of Organization in
Name and Capacity in Principal which Principal Occupation is
Business Address Which Serves Occupation Conducted
---------------- ------------ ---------- ---------
Juan Carlos Braniff Director Vice Chairman Universidad 1200
Universidad 1200 Grupo Financiero Bancomer Col. XOCO
Col. XOCO 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, CA 94305
Anthony W. Hall, Jr. Director City Attorney City of Houston
P. O. Box 1562 City of Houston, Texas P. O. Box 1562
Houston, Texas 77025 Houston, Texas 77251j
Ronald L. Kuhn, Jr Director Business Consultant El Paso Corporation
1001 Louisiana Street 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
J. Carleton MacNeil Jr. Director Securities Consultant 7070 Port Washington Road Suite 200
7070 Port Washington Road, Milwaukee, WI 53217
Suite 200
Milwaukee, WI 53217
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, TX 77010 Houston, Texas 77010
Malcolm Wallop Director Chairman, Western Frontiers of Freedom Foundation
Frontiers of Freedom Foundation Strategy Group 12011 Lee Jackson Memorial Hwy.
12011 Lee Jackson Memorial Hwy. Fairfax, VA 22033
Fairfax, VA 22033
Joe B. Wyatt Director Chancellor Emeritus Vanderbilt University
2525 West End Ave., Vanderbilt University 2525 West End Ave.,
Suite 1410 Suite 1410
Nashville, TN 37203 Nashville, TN 37203
(d) Neither W/E Energy, 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).
I-6
(e) Neither W/E Energy, 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.
(f) To the knowledge of the reporting person each of the individuals identified
in this Schedule I is a citizen of the United States of America, with the
exception of Juan Carlos Braniff, who is a citizen of Mexico.
I-7
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
10.8 - Agreement to Terminate Shareholders' Agreement dated April 30, 2001 among 3TEC Energy
Corporation, W/E Energy Company L.L.C., ECIC Corporation, EnCap Energy Capital Fund III, L.P.,
EnCap Energy Acquisition III-B, Inc., BOCP Energy Partners, L.P., and Kaiser-Francis Oil
Company.
EX-99.10.8
3
h91537ex99-10_8.txt
AGREEMENT TO TERMINATE SHAREHOLDERS' AGREEMENT
Exhibit 10.8
AGREEMENT TO TERMINATE
SHAREHOLDERS' AGREEMENT
THIS AGREEMENT TO TERMINATE SHAREHOLDERS' AGREEMENT (this "AGREEMENT")
is made and entered into as of this 30th day of April, 2001, by and among 3TEC
Energy Corporation, a Delaware corporation and successor in interest to Middle
Bay Oil Company, Inc., (the "COMPANY"), W/E Energy Company L.L.C., formerly
known as 3TEC Energy Company L.L.C. and successor in interest to the 3TEC Energy
Corporation referenced in the Initial Agremeent (as defined below) ("W/E"), ECIC
Corporation ("ECIC"), EnCap Energy Capital Fund III, L.P. ("FUND III"), EnCap
Energy Acquisition III-B, Inc. ("ACQUISITION III-B"), BOCP Energy Partners, L.P.
("BOCP")(with W/E, ECIC, Fund III, Acquisition III-B and BOCP being herein
sometimes called the "W/E SHAREHOLDERS"), and Kaiser-Francis Oil Company
("KAISER-FRANCIS").
1. Reference is herein made to that certain Shareholders' Agreement
dated August 27, 1999, by and among the Company, the W/E Shareholders,
Kaiser-Francis, C.J. Lett III ("LETT"), Weskids, L.P. ("WESKIDS"), and Alvin V.
Shoemaker ("SHOEMAKER") (the "INITIAL AGREEMENT"), as amended by that certain
First Amendment to Shareholders' Agreement made and entered into on May 30,
2000, by and among the Company, the W/E Shareholders, Kaiser-Francis, Lett,
Weskids and Shoemaker (the "FIRST AMENDMENT")(the Initial Agreement, as amended
by the First Amendment, being herein called the "SHAREHOLDERS' AGREEMENT"). The
rights and obligations of Lett, Weskids and Shoemaker under the Agreement have
terminated pursuant to the terms of paragraph 21 of the Agreement and such
persons and entity are no longer parties or subject to the Shareholders'
Agreement.
2. The Company, the W/E Shareholders and Kaiser-Francis deem it in
their mutual best interests to terminate the Shareholders' Agreement.
Accordingly, by their execution below, the Company, the W/E Shareholders and
Kaiser-Francis hereby terminate the Shareholders' Agreement as of the date set
forth above pursuant to Section 8 of the Shareholders' Agreement.
3. This Agreement shall be binding upon and shall operate for the
benefit of the Company, the W/E Shareholders, Kaiser-Francis, and their
respective successors and assigns. This Agreement may be signed in multiple
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. Facsimile
signatures shall be binding on all parties hereto and the parties hereto need
not sign the same counterpart.
[*REMAINDER OF PAGE INTENTIONALLY LEFT BLANK-SIGNATURE PAGES FOLLOW*]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
3TEC ENERGY CORPORATION
By:
-----------------------
Name: Floyd C. Wilson
Title: President and Chief Executive Officer
W/E ENERGY COMPANY L.L.C.
By:
-----------------------
Name: Floyd C. Wilson
Title: Managing Director
ECIC CORPORATION
By:
-----------------------
Name: David B. Miller
Title: Vice President
ENCAP ENERGY CAPITAL FUND III, L.P.
By: EnCap Investments L.L.C.
By:
-----------------------
Name: David B. Miller
Title: Managing Director
ENERGY ACQUISITION III-B, INC.
By:
-----------------------
Name: David B. Miller
Title: Vice President
BOCP ENERGY PARTNERS, L.P.
By: EnCap Investments L.L.C.
By:
------------------------
Name: David B. Miller
Title: Managing Director
KAISER-FRANCIS OIL COMPANY
By:
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Name:
------------------------
Title:
------------------------