SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
PLAINS RESOURCES INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)
726540503
(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)
OCTOBER 22, 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. [ ]
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.
SCHEDULE 13D
CUSIP NO. 726540503
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1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
ENCAP INVESTMENTS L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00 (SEE ITEM 3)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
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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
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7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,848,728(1)
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
1,848,728(1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,848,728(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%(3)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
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(1) EnCap Investments L.L.C. may be deemed to have voting and
dispositive power with respect to the shares of Common Stock owned by certain
affiliates of EnCap Investments L.L.C. See Items 2, 5 and 6.
(2) EnCap Investments L.L.C. disclaims any beneficial ownership of the
shares owned by such affiliates.
(3) Based on 23,314,000 shares issued and outstanding as of October
31, 2001, as reported in the Issuer's 10-Q for the quarter ended September 30,
2001.
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)
EnCap Investments L.L.C. ("EnCap Investments") is a Delaware limited
liability company with its principal business and executive offices located at
1100 Louisiana Street, Suite 3150, Houston, Texas 77002. The principal business
of EnCap Investments is engaging in oil and gas related investments. Current
information concerning the sole member and managing directors of EnCap
Investments is set forth on Schedule I hereto. The sole member of EnCap
Investments is El Paso Merchant Energy North America Company ("El Paso Merchant
Energy").
El Paso Merchant Energy is a Delaware corporation with its principal
business and executive offices located 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 is a Delaware corporation with its principal
business and 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:
On October 8, 2001, the Issuer issued 154 shares of its Common Stock
and on October 12, 2001, the Issuer issued 79 of its shares of Common Stock, to
an entity which EnCap Investments is the sole general partner of as compensation
for services performed by D. Martin Phillips as a director of the Issuer.
On October 22, 2001, EnCap Investments and the Issuer executed a Stock
Purchase Agreement pursuant to which the Issuer repurchased 998,500 shares of
its Common Stock from certain entities controlled by EnCap Investments at a
price of $23.50 per share.
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) EnCap Investments. EnCap Investments may be deemed to be the
beneficial owner of 1,848,728
shares of Common Stock owned by certain affiliates of EnCap Investments, by
virtue of being the general partner or controlling person of such affiliates.
Based on the 23,314,000 shares of Common Stock outstanding as of October 31,
2001, as reported on the Issuer's 10-Q for the quarter ended September 30, 2001,
EnCap Investments may be deemed the beneficial owner of approximately 7.9% of
the outstanding shares of Common Stock. EnCap Investments disclaims beneficial
ownership of the shares of Common Stock owned by its affiliates.
El Paso Merchant Energy and El Paso Corporation. Each of El
Paso Merchant Energy and El Paso Corporation may be deemed to be the beneficial
owner of the shares of Common Stock owned or deemed 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 or deemed owned by EnCap Investments.
Executive Officers and Directors. Except as otherwise
described herein, and to the knowledge of the reporting person, no person listed
in Schedule I is the beneficial owner of any shares of Common Stock.
(b) EnCap Investments. EnCap Investments shares the power to vote or
direct the vote and to dispose or direct the disposition of an additional
1,848,728 shares of Common Stock held by affiliates of EnCap Investments.
El Paso Merchant Energy and El Paso Corporation. Each of El
Paso Merchant Energy and El Paso Corporation may be deemed to be the beneficial
owner of the shares of Common Stock owned or deemed 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 or deemed owned by EnCap Investments.
Executive Officers and Directors. Except as otherwise
described herein, and to the knowledge of the reporting person, no 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, and to the knowledge of the
reporting persons, no person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from sale of, the Common Stock deemed
to be beneficially owned by them.
(e) Due to an increase in the number of outstanding shares of Common
Stock of the Issuer since the date of the Schedule 13D, EnCap Energy Capital
Fund III, L.P. and EnCap Energy Capital Fund III-B, L.P. have ceased to be
owners of 5% of the Common Stock of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
No modifications
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 10.1 - Stock Purchase Agreement dated October 22, 2001 between Plains
Resources Inc. and EnCap Investments L.L.C.
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: December 7, 2001 ENCAP INVESTMENTS L.L.C.
By: /s/ D. Martin Phillips
---------------------------------------
D. Martin Phillips,
Managing Director
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 managing directors of
EnCap Investments, (ii) the directors and executive officers of El Paso Merchant
Energy, and (iii) the directors and executive officers of El Paso Corporation
are set forth below:
Name, Principal Business Address of
Organization in which Principal
Name and Capacity in Which Principal Occupation
Business Address Serves Occupation is Conducted
---------------- ------------------ ----------- ------------------------------------
(i) EnCap Investments L.L.C.
------------------------
David B. Miller Managing Director, Managing EnCap Investments L.L.C.
3811 Turtle Creek Blvd. EnCap Investments Director, 3811 Turtle Creek Blvd.,
Suite 1080 L.L.C. EnCap Investments Suite 1080
Dallas, TX 75219 L.L.C. Dallas, TX 75219
Gary R. Petersen Managing Director, Managing Director, EnCap Investments L.L.C.
1100 Louisiana EnCap Investments EnCap Investments 1100 Louisiana, Suite 3150
Suite 3150 L.L.C. L.L.C. Houston, TX 77002
Houston, TX 77002
D. Martin Phillips Managing Director, Managing Director, EnCap Investments L.L.C.
1100 Louisiana EnCap Investments EnCap Investments 1100 Louisiana, Suite 3150
Suite 3150 L.L.C. L.L.C. Houston, TX 77002
Houston, TX 77002
Robert L. Zorich Managing Director, Managing Director, EnCap Investments L.L.C.
1100 Louisiana EnCap Investments EnCap Investments 1100 Louisiana, Suite 3150
Suite 3150 L.L.C. L.L.C. Houston, Texas 77002
Dallas, TX 77002
Name, Principal Business Address of
Organization in which Principal
Name and Capacity in Which Principal Occupation
Business Address Serves Occupation is Conducted
---------------- ------------------ ----------- ------------------------------------
(ii) 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
Houston, Texas 77002
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
El Paso Merchant Energy
W. C. Mack North America Company
1001 Louisiana Street Senior Vice Senior Vice President, 1001 Louisiana Street
Houston, Texas 77002 President El Paso Merchant Energy Houston, Texas 77002
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 which Principal
Name and Capacity in Which Principal Occupation
Business Address Serves Occupation is Conducted
---------------- ------------------ ----------- ------------------------------------
(iv) El Paso Corporation
-------------------
William A. Wise Chairman of the Director, Chairman of the El Paso Corporation
1001 Louisiana Street Board, 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 President El Paso Corporation
1001 Louisiana Street 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 President El Paso Corporation
1001 Louisiana Street President of 1001 Louisiana Street
Houston, Texas 77002 El Paso Corporation Houston, Texas 77002
Joel Richards III Executive Vice Executive Vice President, El Paso Corporation
1001 Louisiana Street 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
John W. Somerhalder II President, Pipeline President, Pipeline Group El Paso Corporation
1001 Louisiana Street 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 Division 1001 Louisiana Street
Houston, Texas 77002 Division Houston, Texas 77002
Name, Principal Business Address of
Organization in which Principal
Name and Capacity in Which Principal Occupation
Business Address Serves Occupation is Conducted
---------------- ------------------ ----------- ------------------------------------
E. J. Holm Chief Executive Chief Executive Officer El Paso Natural Gas Company
1001 Louisiana Street Officer Eastern Pipeline Division 1001 Louisiana Street
Houston, Texas 77002 Eastern Pipeline Houston, Texas 77002
Division
John D. Hushon Chief Executive Chief Executive Officer El Paso Energy International
1001 Louisiana Street Officer, El Paso Europe Company
Houston, Texas 77002 El Paso Europe 1001 Louisiana Street
Houston, Texas 77002
Greg C. Jenkins President of El President of El Paso El Paso Global Networks Company
1001 Louisiana Street Paso Global Global 1001 Louisiana Street
Houston, Texas 77002 Networks Company Networks Company Houston, Texas 77002
Robert G. Phillips President of El President of El Paso Field El Paso Field Services, L.P.
1001 Louisiana Street Paso Field Services, L.P. 1001 Louisiana Street
Houston, Texas 77002 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
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 Energ 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 Retired Chairman 33 Ridgeline Drive
33 Ridgeline Drive Ralphs Grocery Company Newport Beach, CA 92660
Newport Beach, CA 92660
Name, Principal Business Address of
Organization in which Principal
Name and Capacity in Which Principal Occupation
Business Address Serves Occupation is 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 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
900 Bagby, 4th Floor City of Houston, Texas 900 Bagby, 4th Floor
Houston, Texas 77002 Houston, Texas 77002
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 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 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 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.
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit 10.1 - Stock Purchase Agreement dated October 22, 2001 between
Plains Resources Inc. and EnCap Investments L.L.C.