SC 13D/A 1 h03139csc13dza.txt ENCAP ENERGY CAPITAL FUND III LP FOR 3TEC ENERGY SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 4) 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 2, 2003 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 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). 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. ("ENCAP III") IS A LIMITED PARTNERSHIP ORGANIZED UNDER THE LAWS OF THE STATE OF TEXAS Number of (7) Sole Voting Power 2,021,322(1) Shares Bene- --------------------------------------------------------------- ficially Owned by (8) Shared Voting Power 0 Each --------------------------------------------------------------- Reporting Person With (9) Sole Dispositive Power 2,021,322(1) --------------------------------------------------------------- (10) Shared Dispositive Power 0 --------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,021,322 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 11.5%(2) (14) Type of Reporting Person (See Instructions) PN -------------------------------------------------------------------------------- (1) As exercised through its sole general partner, EnCap Investments L.L.C. (2) Based on 16,780,776 shares of Common Stock issued and outstanding on February 2, 2003, as disclosed to the reporting persons by the Issuer. 2 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. ("ENCAP ACQUISITION III-B") IS A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF TEXAS Number of (7) Sole Voting Power 1,445,537(1) Shares Bene- --------------------------------------------------------------- ficially Owned by (8) Shared Voting Power 0 Each --------------------------------------------------------------- Reporting Person With (9) Sole Dispositive Power 1,445,537(1) --------------------------------------------------------------- (10) Shared Dispositive Power 0 --------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,445,537 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 8.37%(2) (14) Type of Reporting Person (See Instructions) CO -------------------------------------------------------------------------------- 1 As exercised through its controlling person, EnCap Energy Capital Fund III-B, L.P. 2 Based on 16,780,776 shares of Common Stock issued and outstanding on February 2, 2003, as disclosed to the reporting persons by the Issuer. 3 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. ("ENCAP III-B") IS A LIMITED PARTNERSHIP ORGANIZED UNDER THE LAWS OF THE STATE OF TEXAS Number of (7) Sole Voting Power 0 Shares Bene- --------------------------------------------------------------- ficially Owned by (8) Shared Voting Power 1,445,537(1) Each --------------------------------------------------------------- Reporting Person With (9) Sole Dispositive Power 0 --------------------------------------------------------------- (10) Shared Dispositive Power 1,445,537(1) --------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,445,537 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 8.37%(2) (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 sole general partner, EnCap Investments L.L.C. See Items 2 and 5. (2) Based on 16,780,776 shares of Common Stock issued and outstanding on February 2, 2003, as disclosed to the reporting persons by the Issuer. 4 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 Owned by (8) Shared Voting Power 4,609,452(1) Each --------------------------------------------------------------- Reporting Person With (9) Sole Dispositive Power 0 --------------------------------------------------------------- (10) Shared Dispositive Power 4,609,452(1) --------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,609,452(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%(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 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 the EnCap Entities. (3) Based on 16,780,776 shares of Common Stock issued and outstanding on February 2, 2003, as disclosed to the reporting persons by the Issuer. 5 ITEM 1. SECURITY AND ISSUER. No modification. ITEM 2. IDENTITY AND BACKGROUND. (a) - (c) No modification (d)-(f) Items 2 (d)-(f) are amended in their entirety as follows: See Schedule I. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No modification ITEM 4. PURPOSE OF TRANSACTION. The following is added to Item 4: The reporting persons entered into the Voting Agreement described in Item 6 below in order to facilitate the merger of the Issuer with and into Plains Exploration & Production Company. 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 16,780,776 shares of Common Stock issued and outstanding on February 2, 2003.
COMMON STOCK DERIVATIVE SECURITIES TOTAL ----------------------- ------------------------- ------------------- NAME SOLE SHARED SOLE SHARED NUMBER %(1) ---- --------- --------- --------- --------- --------- ----- EnCap Investments L.L.C. -- 2,980,635 -- 1,628,817 4,609,452 25.0% (2) EnCap Energy Capital Fund III, L.P. 1,266,144 -- 755,178(2) -- 2,021,322 11.5% --------- --------- --------- ---- EnCap Energy Acquisition III-B, Inc. 957,587 -- 487,950(3) -- 1,445,537 8.4% EnCap Energy Capital Fund III-B, L.P. -- 957,587 -- 487,950(3) 1,445,537 8.4% ECIC Corporation 447,095 -- 227,822(3) -- 674,917 4.0% BOCP Energy Partners, L.P. 309,809 -- 157,867(3) -- 467,676 2.8%
---------- (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. 6 (2) Represents warrants to purchase Common Stock which are exercisable within 60 days of this filing, options 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. (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) 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 4,609,452 shares of Common Stock 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 the EnCap Entities. EnCap III. EnCap III has the sole power to vote and dispose or direct the disposition of 2,021,322 shares of Common Stock through its general partner, EnCap Investments. EnCap Acquisition III-B. EnCap Acquisition III-B has the sole power to vote and dispose or direct the disposition of 1,445,537 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 1,445,537 shares of Common Stock collectively 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. 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 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) It is inapplicable for the purpose herein to state the date on which a party ceased to be the owner of more than five percent (5%) of the Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. The following is added to Item 6: VOTING AGREEMENT: Each of the EnCap Entities entered into a Voting Agreement (the "Voting Agreement") dated effective February 2, 2003, by and among the Issuer, Plains Exploration & Production Company, a Delaware corporation ("Plains"), and certain other stockholders of the Issuer. Pursuant to the Voting Agreement, each of the EnCap Entities has agreed (severally and not jointly with the other parties thereto) that at any meeting of the stockholders of the Issuer or any adjournment thereof or in any other circumstances upon which a vote, consent or approval (including by written consent) is sought, that it shall, including by executing a written consent solicitation if requested by Plains, 8 vote (or cause to be voted) the Subject Shares (as defined in the Voting Agreement) (a) in favor of the Merger (as defined in the Voting Agreement), the adoption by the Issuer of the Merger Agreement (as defined in the Voting Agreement), and the approval of the terms thereof and each of the other Transactions (as defined in the Voting Agreement), and (b) against any transaction, agreement, matter, or 3TEC Acquisition Proposal (as defined in the Voting Agreement) that would impede, interfere with, delay, postpone, or attempt to discourage the Merger or the Merger Agreement. Irrevocable Proxy. Each of the EnCap Entities has irrevocably granted to, and appointed Plains as, such person's proxy to vote all of its Subject Shares at any meeting of the stockholders of the Issuer (including any adjournments and postponements thereof) on the matters described above, and to execute and deliver any written consents to fulfill such person's obligations under the Voting Agreement. Other Covenants. In addition to the above agreements, each of the EnCap Entities has agreed to certain restrictions upon their ability to (i) transfer (including by gift) the Covered Securities (as defined in the Voting Agreement) or any interest therein, (ii) enter into any contract, option or other agreement with respect to any transfer of any or all of the Covered Securities or interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Covered Securities, or (iv) deposit any the Covered Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Covered Securities, provided that any of the EnCap Entities may transfer any of the Covered Securities to any of its affiliates or any person who is or becomes a party to the Voting Agreement. Further, each of the EnCap Entities agreed to waive any rights of appraisal, or rights to dissent from the Merger that such EnCap Entity may have, and to refrain from taking any action prohibited by Section 7.2 of the Merger Agreement. In addition, each of the EnCap Entities agreed not to exercise any of the Other Securities (as defined in the Voting Agreement) other than as contemplated by the Merger Agreement or convert any shares of the Issuer's Series D Preferred Stock into Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following is added to Item 7: Exhibit 10.11 - Voting Agreement dated February 2, 2003 among Plains Exploration & Production Company, 3TEC Energy Corporation, EnCap Energy Capital Fund III, L.P., EnCap Energy Acquisition III-B, Inc., BOCP Energy Partners, L.P., ECIC Corporation, Floyd C. Wilson, Stephen W. Herod, and R.A. Walker. 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: February 12, 2003 ENCAP INVESTMENTS L.L.C. By: /S/ D. MARTIN PHILLIPS ---------------------------- D. Martin Phillips Manager Date: February 12, 2003 ENCAP ENERGY CAPITAL FUND III, L.P. By: EnCap Investments L.L.C., its general partner By: /S/ D. MARTIN PHILLIPS ---------------------------- D. Martin Phillips Managing Director Date: February 12, 2003 ENCAP ENERGY ACQUISITION III-B, INC. By: /S/ D. MARTIN PHILLIPS ---------------------------- D. Martin Phillips Vice President Date: February 12, 2003 ENCAP ENERGY CAPITAL FUND III-B, L.P. By: EnCap Investments L.L.C., its general partner By: /S/ D. MARTIN PHILLIPS ---------------------------- D. Martin Phillips Managing Director 9 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: February 12, 2003 ENCAP INVESTMENTS L.L.C. By: /S/ D. MARTIN PHILLIPS ------------------------------- D. Martin Phillips Manager Date: February 12, 2003 ENCAP ENERGY CAPITAL FUND III, L.P. By: EnCap Investments L.L.C., its general partner By: /S/ D. MARTIN PHILLIPS ------------------------------- D. Martin Phillips Managing Director Date: February 12, 2003 ENCAP ENERGY ACQUISITION III-B, INC. By: /S/ D. MARTIN PHILLIPS ------------------------------- D. Martin Phillips Vice President Date: February 12, 2003 ENCAP ENERGY CAPITAL FUND III-B, L.P. By: EnCap Investments L.L.C., its general partner By: /S/ D. MARTIN PHILLIPS ------------------------------- D. Martin Phillips Managing Director 10 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 executive officers and directors of EnCap Energy Acquisition III-B, Inc., (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 Name and Capacity in Principal Organization in which Principal Business Address Which Serves Occupation Occupation is Conducted ---------------- ------------ ---------- ----------------------------------- (i) EnCap Energy Acquisition III-B, Inc. David B. Miller Director and Vice Managing Director of EnCap EnCap Investments L.L.C. 3811 Turtle Creek Blvd. President Investments 3811 Turtle Creek Blvd. Dallas, Texas 75219 Dallas, Texas 75219 D. Martin Phillips Director, Vice Managing Director of EnCap EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 President, and Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 Secretary Houston, Texas 77002 Robert L. Zorich Director and Managing Director of EnCap EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 President Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 Houston, Texas 77002 Gary R. Petersen Director, Vice Managing Director of EnCap EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 President, and Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 Treasurer Houston, Texas 77002
Name, Principal Business Address of Name and Capacity in Principal Organization in which Principal Business Address Which Serves Occupation Occupation is Conducted ---------------- ------------ ---------- ----------------------------------- (ii) EnCap Investments L.L.C. David B. Miller Managing Director of Managing Director of EnCap EnCap Investments L.L.C. 3811 Turtle Creek Blvd. EnCap Investments Investments 3811 Turtle Creek Blvd. Dallas, Texas 75219 Dallas, Texas 75219 D. Martin Phillips Managing Director of Managing Director of EnCap EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 EnCap Investments Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 Houston, Texas 77002 Robert L. Zorich Managing Director of Managing Director of EnCap EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 EnCap Investments Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 Houston, Texas 77002
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Name, Principal Business Address of Name and Capacity in Principal Organization in which Principal Business Address Which Serves Occupation Occupation is Conducted ---------------- ------------ ---------- ----------------------------------- Gary R. Petersen Managing Director of Managing Director of EnCap EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 EnCap Investments Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 Houston, Texas 77002
Name, Principal Business Address of Name and Capacity in Principal Organization in which Principal Business Address Which Serves Occupation Occupation is Conducted ---------------- ------------ ---------- ----------------------------------- (iii) El Paso Merchant Energy North America Company Robert W. Baker President and Director President, El Paso El Paso Merchant Energy 1001 Louisiana Street Merchant Energy North America Company Houston, Texas 77002 1001 Louisiana Street Houston, Texas 77002 John L. Harrison Senior Vice President, Senior Vice President, Chief El Paso Merchant Energy 1001 Louisiana Street Chief Financial Financial Officer, and North America Company Houston, Texas 77002 Officer, and Treasurer Treasurer El Paso Merchant 1001 Louisiana Street Energy Houston, Texas 77002 H. Brent Austin Director President and Chief Operating El Paso Corporation 1001 Louisiana Street Officer, El Paso Corporation 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002
Name, Principal Business Address of Name and Capacity in Principal Organization in which Principal Business Address Which Serves Occupation Occupation is Conducted ---------------- ------------ ---------- ----------------------------------- (iv) El Paso Corporation William A. Wise Chairman of the Board, Director, Chairman of the El Paso Corporation 1001 Louisiana Street Chief Executive Board, 1001 Louisiana Street Houston, Texas 77002 Officer, and Director and Chief Executive Houston, Texas 77002 Officer of El Paso Corporation H. Brent Austin President and Chief President and Chief Operating El Paso Corporation 1001 Louisiana Street Operating Officer Officer of 1001 Louisiana Street Houston, Texas 77002 El Paso Corporation Houston, Texas 77002 Robert W. Baker Executive Vice Executive Vice President of El Paso Corporation 1001 Louisiana Street President El Paso Corporation 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002
I-2
Name, Principal Business Address of Name and Capacity in Principal Organization in which Principal Business Address Which Serves Occupation Occupation is Conducted ---------------- ------------ ---------- ----------------------------------- Greg G. Jenkins Executive Vice Executive Vice President of El Paso Corporation 1001 Louisiana Street President El Paso Corporation 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 D. Dwight Scott Executive Vice Executive Vice President and El Paso Corporation 1001 Louisiana Street President and Chief Chief Financial Officer of El 1001 Louisiana Street Houston, Texas 77002 Financial Officer Paso Corporation Houston, Texas 77002 David E. Zerhusen Executive Vice Executive Vice President of El Paso Corporation 1001 Louisiana Street President El Paso Corporation 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 John W. Somerhalder II President, Pipeline President, Pipeline Group of El Paso Corporation 1001 Louisiana Street Group El Paso Corporation 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 Peggy A. Heeg Executive Vice Executive Vice President and El Paso Corporation 1001 Louisiana Street President General Counsel of El Paso 1001 Louisiana Street Houston, Texas 77002 and Corporation Houston, Texas 77002 General Counsel Jeffrey I. Beason Senior Vice President Senior Vice President and El Paso Corporation 1001 Louisiana Street and Controller of El Paso 1001 Louisiana Street Houston, Texas 77002 Controller Corporation Houston, Texas 77002 Byron Allumbaugh Director Retired Chairman 33 Ridgeline Drive 33 Ridgeline Drive Ralphs Grocery Company Newport Beach, CA 92660 Newport Beach, CA 92660 John M. Bissell Director Chairman of the Board of Bissell Inc. 2345 Walker Ave. N.W. Bissell Inc. 2345 Walker Avenue, N.W. Grand Rapids, MI 49501 Grand Rapids, MI 49501 Juan Carlos Braniff Director Vice Chairman Universidad 1200 Universidad 1200 Grupo Financiero 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 Robert W. Goldman Director Business Consultant 13 Dupont Circle 13 Dupont Circle Sugar Land, Texas 77479 Sugar Land, Texas 77479
I-3
Name, Principal Business Address of Name and Capacity in Principal Organization in which Principal Business Address Which Serves Occupation Occupation is Conducted ---------------- ------------ ---------- ----------------------------------- Anthony W. Hall, Jr. Director City Attorney City of Houston 900 Bagby, 4th Floor City of Houston, Texas 900 Bagby, 4th Floor Houston, Texas 77002 Houston, Texas 77002 Ronald L. Kuhen, 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 3421 Spanish Trail 3421 Spanish Trail Apt. 227D Apt. 227D Delray, Florida 33483 Delray, Florida 33483 Thomas R. McDade Director Senior Partner, McDade, McDade, Fogler, Maines, L.L.P. Two Houston Center Fogler, Two Houston Center 909 Fannin, Suite 1200 Maines, L.L.P. 909 Fannin, Suite 1200 Houston, TX 77010 Houston, Texas 77010 Malcolm Wallop Director Frontiers of Freedom Frontiers of Freedom Foundation Frontiers of Freedom Foundation Foundation 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 EnCap III, EnCap Acquisition III-B, EnCap III-B, EnCap Investments, El Paso Corporation, El Paso Merchant Energy, nor any of the individuals identified in this Schedule I has, to the knowledge of the reporting persons, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither EnCap III, EnCap Acquisition III-B, EnCap III-B,, 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 persons, 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-4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.11 Voting Agreement dated February 2, 2003 among Plains Exploration & Production Company, 3TEC Energy Corporation, EnCap Energy Capital Fund III, L.P., EnCap Energy Acquisition III-B, Inc., BOCP Energy Partners, L.P., ECIC Corporation, Floyd C. Wilson, Stephen W. Herod, and R.A. Walker.