SC 13D/A 1 h05075csc13dza.txt ENCAP INVESTMENTS LLC FOR 3TEC ENERGY CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 5) 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) APRIL 16, 2003 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 204.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of the cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 CUSIP NO. 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 (8) Shared Voting Power 0 Owned by Each (9) Sole Dispositive Power 2,021,322(1) Reporting Person With (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) 11.6%(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 16,696,597 shares of Common Stock issued and outstanding on March 18, 2003, as disclosed in the Issuer's Annual Report on Form 10-K filed March 26, 2003. Page 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 (8) Shared Voting Power 0 Owned by Each (9) Sole Dispositive Power 1,445,537(1) Reporting Person With (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) 8.4%(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 16,696,597 shares of Common Stock issued and outstanding on March 18, 2003, as disclosed in the Issuer's Annual Report on Form 10-K filed March 26, 2003. Page 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 (8) Shared Voting Power 1,445,537(1) Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (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) 8.4%(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 16,696,597 shares of Common Stock issued and outstanding on March 18, 2003, as disclosed in the Issuer's Annual Report on Form 10-K filed March 26, 2003. Page 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 (8) Shared Voting Power 3,934,535(1) Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 3,934,535(1) (11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,934,535(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) 21.7%(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 16,696,597 shares of Common Stock issued and outstanding on March 18, 2003, as disclosed in the Issuer's Annual Report on Form 10-K filed March 26, 2003. Page 5 ITEM 1. SECURITY AND ISSUER. No modification. ITEM 2. IDENTITY AND BACKGROUND. Items 2(a) - (c) are amended in their entirety as follows: (a) - (c) EnCap Energy Capital Fund III, L.P. ("EnCap III") is a Texas limited partnership with its principal executive offices at 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. The principal business of EnCap III is engaging in oil and gas investments. EnCap Investments L.L.C. ("EnCap Investments") is the general partner of EnCap III. EnCap Energy Acquisition III-B, Inc. ("EnCap Acquisition III-B") is a Texas corporation with its principal executive offices at 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. The principal business of EnCap Acquisition III-B is engaging in oil and gas investments. The controlling person of EnCap Acquisition III-B is EnCap Energy Capital Fund III-B, L.P., a Texas limited partnership. Current information concerning the executive officers and directors of EnCap Acquisition III-B is set forth on Schedule I hereto. EnCap Energy Capital Fund III-B, L.P. ("EnCap III-B") is a Texas limited partnership with its principal executive offices at 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. The principal business of EnCap III-B is engaging in oil and gas investments. EnCap Investments is the general partner of EnCap III-B. 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 III, EnCap Acquisition III-B, 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 ("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 a broad range of activities in the energy marketplace, including asset ownership, trading and risk management, and financial services. Current information concerning the controlling person and executive officers and directors of El Paso Merchant Energy is set forth on Schedule I hereto. The controlling person of El Paso Merchant Energy is El Paso Corporation ("El Paso Corporation"). 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)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. Page 6 ITEM 4. PURPOSE OF TRANSACTION. No modification. 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 16,696,597 shares of Common Stock issued and outstanding on March 26, 2003.
COMMON STOCK DERIVATIVE SECURITIES TOTAL ------------------------ --------------------------- ----------------------- NAME SOLE SHARED SOLE SHARED NUMBER %(1) ------------------------------------ ------------ ----------- ------------ -------------- ------------ ---------- EnCap Investments L.L.C. -- 2,533,540 -- 1,400,995(2) 3,934,535 21.7% EnCap Energy Capital Fund III, L.P. 1,266,144 -- 755,178(2) -- 2,021,322 11.6% 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% 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. (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 3,934,535 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. Page 7 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: Letter Agreement: EnCap Investments entered into a Letter Agreement (the "Letter Agreement") dated April 14,2003 with Energy Capital Investment Company PLC, a company organized under the laws of England and Wales ("Energy PLC"). The purpose of the Letter Agreement was to amend the Investment Advisory Agreement dated February 4, 1994, as amended (the "Investment Advisory Agreement") by and between EnCap Investments and Energy PLC. Under the Investment Advisory Agreement, EnCap Investments served (subject to the terms thereof) as an advisor and manager with respect to the investment in, and re-investment of, the Issuer's securities. Pursuant to the Letter Agreement, on and after April 16, 2003, EnCap Investments and Energy PLC agreed that EnCap Investments will no longer have (i) any voting power with respect to the Securities (as defined in the Letter Agreement and which includes the securities of the Issuer), including the power to vote or direct the voting of the Securities, (ii) any investment power with respect to the Securities, including the power to dispose or direct the disposition of the Securities, or (iii) any other powers, rights, duties or obligations with respect to the Securities, including any powers or rights that would in any way attribute beneficial ownership of the Securities to EnCap Investments, with it being agreed by EnCap Investments and Energy PLC that all such powers, rights, duties, and obligations of EnCap Investments with respect to the Securities are revoked and that all such powers, rights, duties, and obligations with respect to the Securities are retained by, and vested solely in, Energy PLC or its Page 8 applicable affiliate. Further, on and after April 16, 2003, (i) the Securities will no longer be deemed Investments (as defined in the Letter Agreement) under, or otherwise subject to the Investment Advisory Agreement, and (ii) EnCap Investments will not provide Energy PLC or its affiliates with any information regarding the Securities. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following is added to Item 7: Exhibit 10.12 - Letter Agreement dated April 14, 2003 between EnCap Investments L.L.C., a Texas limited liability company and Energy Capital Investment Company PLC, a company organized under the laws of England and Wales. Page 9 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 23, 2003 ENCAP INVESTMENTS L.L.C. By: /s/ David B. Miller ----------------------------- David B. Miller Managing Director Date: April 23, 2003 ENCAP ENERGY CAPITAL FUND III, L.P. By: EnCap Investments L.L.C., its General Partner By: /s/ David B. Miller ----------------------------- David B. Miller Managing Director Date: April 23, 2003 ENCAP ENERGY ACQUISITION III-B, INC. By: /s/ David B. Miller ----------------------------- David B. Miller Vice President Date: April 23, 2003 ENCAP ENERGY CAPITAL FUND III-B, L.P. By: EnCap Investments L.L.C., its General Partner By: /s/ David B. Miller ----------------------------- David B. Miller Managing Director Page 10 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: April 23, 2003 ENCAP INVESTMENTS L.L.C. By: /s/ David B. Miller ----------------------------- David B. Miller Managing Director Date: April 23, 2003 ENCAP ENERGY CAPITAL FUND III, L.P. By: EnCap Investments L.L.C., its general partner By: /s/ David B. Miller ----------------------------- David B. Miller Managing Director Date: April 23, 2003 ENCAP ENERGY ACQUISITION III-B, INC. By: /s/ David B. Miller ----------------------------- David B. Miller Vice President Date: April 23, 2003 ENCAP ENERGY CAPITAL FUND III-B, L.P. By: EnCap Investments L.L.C., its general partner By: /s/ David B. Miller ----------------------------- David B. Miller Managing Director Page 11 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 Organization in Name and Capacity in Principal which Principal Occupation is Business Address Which Serves Occupation Conducted ---------------- ------------ ---------- --------- (i) EnCap Energy Acquisition III-B, Inc. ------------------------------------ David B. Miller Director and Managing Director of EnCap Investments L.L.C. 3811 Turtle Creek Blvd. Vice President EnCap Investments 3811 Turtle Creek Blvd. Dallas, Texas 75219 Dallas, Texas 75219 D. Martin Phillips Director, Vice Managing Director of EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 President, and EnCap Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 Secretary Houston, Texas 77002 Robert L. Zorich Director and Managing Director of EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 President EnCap Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 Houston, Texas 77002 Gary R. Petersen Director, Vice Managing Director of EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 President, and EnCap Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 Treasurer 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 Managing Director of EnCap Investments L.L.C. 3811 Turtle Creek Blvd. Director of EnCap Investments 3811 Turtle Creek Blvd. Dallas, Texas 75219 EnCap Dallas, Texas 75219 Investments D. Martin Phillips Managing Managing Director of EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 Director of EnCap Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 EnCap Houston, Texas 77002 Investments
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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 ---------------- ------------ ---------- --------- Robert L. Zorich Managing Managing Director of EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 Director of EnCap Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 EnCap Houston, Texas 77002 Investments Gary R. Petersen Managing Managing Director of EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 Director of EnCap Investments 1100 Louisiana, Suite 3150 Houston, Texas 77002 EnCap Houston, Texas 77002 Investments
Name, Principal Business Address of Organization in Name and Capacity in Principal which Principal Occupation is Business Address Which Serves Occupation Conducted ---------------- ------------ ---------- --------- (iii) El Paso Merchant ---------------- Energy North America -------------------- Company ------- Robert W. Baker President and President, El Paso El Paso Merchant Energy 1001 Louisiana Street Director Merchant Energy North America Company Houston, Texas 77002 1001 Louisiana Street Houston, Texas 77002 John L. Harrison Senior Vice Senior Vice President, El Paso Merchant Energy 1001 Louisiana Street President, Chief Chief Financial Officer, North America Company Houston, Texas 77002 Financial Officer, and Treasurer El Paso 1001 Louisiana Street and Treasurer Merchant Energy Houston, Texas 77002 H. Brent Austin Director President and Chief El Paso Corporation 1001 Louisiana Street Operating Officer, El 1001 Louisiana Street Houston, Texas 77002 Paso Corporation Houston, Texas 77002
Name, Principal Business Address of Organization in Name and Capacity in Principal which Principal Occupation is Business Address Which Serves Occupation Conducted ---------------- ------------ ---------- --------- (iv) El Paso Corporation ------------------- Ronald L. Kuehn, Jr. Chairman of the Director, Chairman of El Paso Corporation 1001 Louisiana Street Board, the Board, 1001 Louisiana Street Houston, Texas 77002 Chief Executive and Chief Executive Houston, Texas 77002 Officer, and Officer of El Paso Director Corporation
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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 ---------------- ------------ ---------- --------- H. Brent Austin President and President and Chief El Paso Corporation 1001 Louisiana Street Chief Operating Operating Officer of 1001 Louisiana Street Houston, Texas 77002 Officer El Paso Corporation Houston, Texas 77002 Robert W. Baker Executive Vice Executive Vice President El Paso Corporation 1001 Louisiana Street President of El Paso Corporation 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 Greg G. Jenkins Executive Vice Executive Vice President El Paso Corporation 1001 Louisiana Street President of El Paso Corporation 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 D. Dwight Scott Executive Vice Executive Vice President El Paso Corporation 1001 Louisiana Street President and and Chief Financial 1001 Louisiana Street Houston, Texas 77002 Chief Financial Officer of El Paso Houston, Texas 77002 Officer Corporation David E. Zerhusen Executive Vice Executive Vice President El Paso Corporation 1001 Louisiana Street President of El Paso Corporation 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 John W. Somerhalder II President, Pipeline President, Pipeline El Paso Corporation 1001 Louisiana Street Group Group of 1001 Louisiana Street Houston, Texas 77002 El Paso Corporation Houston, Texas 77002 Peggy A. Heeg Executive Vice Executive Vice President El Paso Corporation 1001 Louisiana Street President and 1001 Louisiana Street Houston, Texas 77002 and General Counsel of El Houston, Texas 77002 General Counsel Paso Corporation Jeffrey I. Beason Senior Vice Senior Vice President El Paso Corporation 1001 Louisiana Street President and and 1001 Louisiana Street Houston, Texas 77002 Controller Controller of El Paso Houston, Texas 77002 Corporation Byron Allumbaugh Director Retired Chairman 33 Ridgeline Drive 33 Ridgeline Drive Ralphs Grocery Newport Beach, CA 92660 Newport Beach, CA 92660 Company
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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 M. Bissell Director Chairman of the Board of Bissell Inc. 2345 Walker Ave. N.W. Bissell Inc. 2345 Walker Avenue, N.W. Grand Rapids, MI 49501 Grand Rapids, MI 49501 Juan Carlos Braniff Director Vice Chairman Universidad 1200 Universidad 1200 Grupo Financiero Col. XOCO Col. XOCO Bancomer Mexico, D.F.C.P. 03399 Mexico, D.F.C.P. 03339 Name, Principal Business James F. Gibbons Director Professor at Stanford Stanford University Stafford University University Paul G. Allen Center Paul G. Allen Center for School of Engineering for Integrated Systems Integrated Systems Room 201 ( Mail Stop 4075) Room 201 (M.S. 4075) Stanford, CA 94305 Stanford, California 94305 Robert W. Goldman Director Business Consultant 13 Dupont Circle 13 Dupont Circle Sugar Land, Texas 77479 Sugar Land, Texas 77479 Anthony W. Hall, Jr. Director City Attorney City of Houston 900 Bagby, 4th Floor City of Houston, Texas 900 Bagby, 4th Floor Houston, Texas 77002 Houston, Texas 77002 William A. Wise Director Retired El Paso Corporation 1001 Louisiana Street 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 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, Two Houston Center Fogler, L.L.P. 909 Fannin, Suite 1200 Maines, L.L.P. Two Houston Center Houston, Texas 77010 909 Fannin, Suite 1200 Houston, Texas 77010 Malcolm Wallop Director Frontiers of Freedom Frontiers of Freedom Foundation Frontiers of Freedom Foundation 12011 Lee Jackson Memorial Foundation Hwy. 12011 Lee Jackson Fairfax, VA 22033 Memorial Hwy. Fairfax, Virginia 22033
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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 ---------------- ------------ ---------- --------- Joe B. Wyatt Director Chancellor Emeritus Vanderbilt University 2525 West End Ave., Vanderbilt University 2525 West End Ave., Suite 1410 Suite 1410 Nashville, Tennessee 37203 Nashville, TN 37203 John Whitmire Director Chairman of the Board, Consol Energy, Inc. 10101 Southwest Freeway Consol Energy, Inc. 10101 Southwest Freeway, #380 #380 Houston, TX 77074 Houston, Texas 77074 J. Michael Talbert Director Chairman of the Board, Transocean, Inc. 4 Greenway Plaza Transocean, Inc. 4 Greenway Plaza Houston, Texas 77046 Houston, TX 77046 James L. Dunlap Director Business Consultant 1659 North Boulevard 1659 North Boulevard Houston, TX 77006 Houston, Texas 77006
(d) Neither EnCap 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-5