SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| EXCO Resources, Inc. |
(Name of Issuer)
| Common Stock, par value $0.001 per share |
(Title of Class of Securities)
| 269279402 |
(CUSIP Number)
| Douglas H. Miller 12377 Merit Drive, Suite 1700, LB 82 Dallas, Texas 75251 (214) 368-2084 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| July 8, 2011 |
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§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 Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this 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. 269279402 | Page 2 of 3 |
| 1 |
Names of reporting persons
Douglas H. Miller | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds
PF and OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
6,669,739 (1) | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
6,669,739 (1) | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person
6,669,739 (1) | |||||
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares x
| |||||
| 13 |
Percent of class represented by amount in Row (11)
3.1% (2) | |||||
| 14 |
Type of reporting person
IN | |||||
| (1) | Includes 406,225 shares of common stock held for the benefit of Mr. Miller’s immediate family members in the following trusts: (i) Douglas H. Miller, Trustee, Samantha Hayes Hokanson 2005 Grantor Retained Annuity Trust; (ii) Douglas H. Miller, Trustee, Thomas Lee Miller 2005 Grantor Retained Annuity Trust; (iii) Douglas H. Miller, Trustee, Anthony Dickson Miller 2005 Grantor Retained Annuity Trust; (iv) Douglas H. Miller, Trustee, Elizabeth Brett Miller 2005 Grantor Retained Annuity Trust; (v) Douglas H. Miller, Trustee, Douglas Austin Miller 2005 Grantor Retained Annuity Trust; and (vi) Douglas H. Miller, Trustee, Lana J. Miller Marital Trust. Includes options to acquire 2,102,400 shares of common stock, whether or not currently exercisable. Includes 14,366 shares of common stock in Mr. Miller’s 401(k) plan. |
| (2) | Based on 213,815,309 shares of common stock outstanding as of April 28, 3011 and options to acquire 2,102,400 shares of common stock that are beneficially held by the Reporting Person, whether or not currently exercisable. |
Page 3 of 3
SCHEDULE 13D
This Amendment No. 2 (this “Amendment No. 2”) amends the Statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2010 by and on behalf of Douglas H. Miller, as amended by Amendment No. 1 filed with the SEC on January 13, 2011 (as amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings given to them in the Schedule 13D.
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following after the last paragraph therein:
On July 8, 2011, the Special Committee of the Board of Directors issued the press release attached to this Amendment No. 2 as Exhibit A and terminated their consideration of the Proposal.
| Item 7. | Material to be Filed as Exhibits |
Item 7 is amended as of the date hereof by adding the following at the end thereof:
Exhibit 99.6 Press Release, dated as of July 8, 2011, issued by EXCO Resources, Inc.
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.
Dated: July 8, 2010
| DOUGLAS H. MILLER |
| /s/ Douglas H. Miller |
| Douglas H. Miller |
Exhibit 99.6
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EXCO Resources Special Board Committee Concludes Strategic Review Process
DALLAS, TEXAS Jul 08, 2011 – The Special Committee of the Board of Directors of EXCO Resources, Inc. today announced that it has concluded its review of strategic alternatives to maximize shareholder value which commenced in January 2011.
The Special Committee stated, “We conducted a thorough review of strategic alternatives available to the Company. As that process did not result in a transaction the Special Committee determined is in the best interests of the Company and all of its shareholders, the Special Committee has decided to terminate the process. We appreciate the support and dedication of EXCO’s management team and employees during the review process and look forward to the Company’s continued progress.”
The Special Committee was formed in November 2010 following the receipt of an unsolicited conditional acquisition proposal from EXCO Chairman and CEO Douglas H. Miller to acquire all outstanding EXCO shares for $20.50 per share in cash. In January 2011, the Special Committee announced it was undertaking a comprehensive review of strategic alternatives available to EXCO with the assistance of independent financial and legal advisors. In addition to considering Mr. Miller’s proposal as part of that process, the Special Committee solicited third parties regarding their potential interest in acquiring EXCO and considered other strategic alternatives, including remaining as an independent public company.
In addition to Mr. Miller’s original proposal, on July 6, 2011, Mr. Miller submitted a written proposal for a possible transaction in which he and certain indicated financing sources (who collectively hold a significant minority percentage of EXCO’s outstanding common shares) would acquire by merger an approximately 81% interest in EXCO’s common equity at a stated purchase price of $18.50 per share, with each EXCO shareholder receiving $13.52 per share (or approximately 73% of the purchase price) in cash as well as equity in the post-transaction EXCO with a stated value of $4.98 per share (or approximately 27% of the purchase price), subject to rights of election and pro ration. As part of the financing for the proposed transaction, Mr. Miller’s proposal contemplated the issuance of $300 million of perpetual convertible preferred stock which, if not successfully issued, would result in an adjustment to the cash and stock mix received by EXCO shareholders. Mr. Miller indicated he believed he would likely be able to finance the transaction but he did not provide any financing commitments, nor did his proposal outline the terms by which his potential investors would govern EXCO and what rights and protections would be offered to the remaining publicly held interest in EXCO.
After consultation with its independent financial and legal advisors, the Special Committee determined that its review of strategic alternatives, including its consideration of Mr. Miller’s proposals, has not resulted in any firm proposal or any other proposal that the Special Committee determined was in the best interests of the Company and all of its shareholders. The Special Committee also determined it was not reasonably likely to receive any such proposal in the near term. Accordingly, the Special Committee concluded that it is in the best interests of EXCO and all of its shareholders to terminate the review process at this time.
Barclays Capital Inc. and Evercore Partners have been serving as financial advisors to the Special Committee and Kirkland & Ellis LLP and Jones Day have been providing legal counsel.
About EXCO Resources, Inc.
EXCO Resources, Inc. is an oil and natural gas exploration, exploitation, development and production company headquartered in Dallas, Texas with principal operations in East Texas, North Louisiana, Appalachia and West Texas.
Forward-Looking Statements
This release may contain forward-looking statements relating to future financial results, business expectations and business transactions. Business plans may change as circumstances warrant. Actual results may differ materially
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from those predicted as a result of factors over which EXCO has no control. Such factors include, but are not limited to: estimates of reserves, commodity price changes, regulatory changes and general economic conditions. These risk factors and additional information are included in EXCO’s reports on file with the Securities and Exchange Commission. Neither EXCO nor the Special Committee undertakes any obligation to publicly update or revise any forward-looking statements.