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
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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 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.