-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NWgH7yhWqokryrCzso2gzbT0DGikCcVm3BZdKw8YpbtkuuoDWC8dKmXbUf47vJOi FxFrR8RQCDHsBhHxbpfONQ== 0000950129-01-504397.txt : 20020412 0000950129-01-504397.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950129-01-504397 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLAINS RESOURCES INC CENTRAL INDEX KEY: 0000350426 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 132898764 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33092 FILM NUMBER: 1808696 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET 2: STE 700 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136541414 MAIL ADDRESS: STREET 1: 1600 SMITH STREET STREET 2: SUITE 1500 CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENCAP INVESTMENTS LLC CENTRAL INDEX KEY: 0001083297 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1001 LOUISIANA AVENUE STREET 2: PO BOX 2511 CITY: HOUSTON STATE: TX ZIP: 77252 BUSINESS PHONE: 7136596100 MAIL ADDRESS: STREET 1: 1001 LOUINIANA ST STREET 2: PO BOX 2511 CITY: HOUSTON STATE: TX ZIP: 77252 SC 13D/A 1 h92826asc13da.txt ENCAP INVESTMENTS LLC FOR PLAINS RESOURCES INC 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 - -------------------------------------------------------------------------------- 1 NAME 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) 00 (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 NUMBER OF SHARES 0 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 1,848,728(1) PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,848,728(1) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,848,728(2) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%(3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- (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. EX-10.1 3 h92826aex10-1.txt STOCK PURCHASE AGREEMENT EXHIBIT 10.1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of October 22, 2001, by and between Plains Resources Inc., a Delaware corporation (the "Company"), and EnCap Investments, L.L.C., a Delaware liability company (the "EnCap"). WHEREAS, the Company desires to repurchase 998,500 share (the "Shares") of its common stock, par value $.10 per share (the "Common Stock") at a price of $23.50 per share from certain entities controlled by EnCap (collectively, the "EnCap Affiliates") under the terms and conditions set forth herein, and to cancel and retire the Shares after such purchase. NOW THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, agreements and covenants herein, the parties hereto agree as follows: 1. Sale and Purchase. (a) On the Closing Date (as hereinafter defined), EnCap shall cause the EnCap Affiliates listed on Schedule I hereto to sell, assign and transfer to the Company the number of Shares set forth opposite such EnCap Affiliate's name on Schedule I hereto free and clear of all security interests, pledges, mortgages, liens, charges, encumbrances, adverse claims, restrictions, or other burdens or encumbrances of any kind ("Encumbrances"), other than those restrictions arising from applicable federal and state securities laws. (b) At the Closing (as hereinafter defined), the Company shall pay to EnCap, on behalf of the EnCap Affiliates, as the purchase price of the Shares, $23.50 per share multiplied by the number of Shares sold, assigned and transferred by the EnCap Affiliates, by wire transfer of immediately available funds to EnCap's bank account set forth on a notice given by EnCap to the Company not later than one (1) business day prior to the Closing Date. (c) At the Closing, EnCap shall cause the EnCap Affiliates to deliver to the Company a certificate or certificates representing such EnCap Affiliate's Shares registered in such EnCap Affiliates' name, together with a duly executed stock power endorsed to the Company with signatures guaranteed by a national bank or trust company or a member firm of the New York Stock Exchange or such other assignments or instruments of conveyance and transfer, in form and substance satisfactory to the Company and its counsel, as shall be effective to vest in the Company all of such EnCap Affiliate's right, title and interest in and to the Shares. 2. Representations and Warranties of EnCap. EnCap represents and warrants to the Company that: (a) Each EnCap Affiliate is the sole record owner and is the beneficial owner of such EnCap Affiliate's Shares; other than EnCap, no person has a right to acquire or direct the disposition, or holds a proxy or other right to vote or direct the vote, of the Shares; and each EnCap Affiliate has good and valid title to the Shares, free and clear of any Encumbrances except restrictions arising from applicable federal and state securities laws. Other than this Agreement there is no option, warrant, right, call, proxy, agreement, commitment or understanding of any nature whatsoever, fixed or contingent, that directly or indirectly (i) calls for the sale, pledge or other transfer or disposition of any of the Shares, any interest therein or any rights with respect thereto, or relates to the voting, disposition, exercise, conversion or control of the Shares, or (ii) obligates EnCap or any EnCap Affiliate to grant, offer or enter into any of the foregoing. (b) The sale by the EnCap Affiliates of the Shares and the delivery of the certificates representing the Shares to the Company against receipt of payment therefor pursuant hereto will transfer to the Company good and valid title to the Shares, free and clear of all Encumbrances except restrictions arising from applicable federal and state securities laws. (c) EnCap has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by EnCap, the performance by EnCap of its obligations hereunder, and the consummation by EnCap of the transactions contemplated hereby have been duly authorized by all requisite action on the part of EnCap and no other proceedings on the part of EnCap are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by EnCap and constitutes a legal, valid and binding obligation of EnCap enforceable against EnCap in accordance with its terms. (d) The execution, delivery and performance of this Agreement by EnCap does not and will not (a) violate or conflict with or result in a breach of any provision of the organizational documents of EnCap, (b) violate or conflict with any law or order, writ, judgment, injunction, decree, stipulation, determination, or award (a "Governmental Order") entered into by or with any federal, state, local, or any foreign government, governmental, regulatory, or administrative authority, agency or commission or any court (a "Governmental Authority") applicable to EnCap or any of its assets and properties, or (c) conflict with, result in any violation or breach of or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, require any notice or consent under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit, the triggering of any payment by, or the increase in other obligation of, EnCap or the creation of any Encumbrance on any assets or properties of EnCap pursuant to any material contract, license, permit, franchise or other instrument or arrangement to which EnCap is a party or by which it, or any of such assets or properties is bound or affected, except for, in the case of clauses (b) and (c), such conflicts, violations, breaches, defaults or other occurrences which would not (i) impair, in any material respect, the ability of EnCap to perform its obligations under this Agreement or (ii) prevent or materially delay the consummation of any of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by EnCap do not and will not require any consent, waiver, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority, except (a) the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (b) any other consent, approval, authorization, filing or notice the failure of which to make or obtain would not (i) impair, in any material respect, the ability of EnCap to perform its obligations under this Agreement, or (ii) prevent or materially delay the consummation of any of the transactions contemplated hereby. 2 (e) EnCap has not entered into any agreement, arrangement or understanding with any person which will result in the obligation of the Company to pay any finder's fees, brokerage or agent's commissions or other like payments in connection with the negotiations leading to this Agreement of the consummation of the transactions contemplated hereby. 3. Representations and Warranties of the Company. The Company represents and warrants to EnCap that: (a) The Company has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder, and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Company and no other proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms. (b) The execution, delivery and performance of this Agreement by the Company does not and will not (a) violate or conflict with or result in a breach of any provision of the organizational documents of the Company, (b) violate or conflict with any law or Governmental Order applicable to the Company or any of its assets and properties, or (c) conflict with, result in any violation or breach of or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, require any notice or consent under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit, the triggering of any payment by, or the increase in other obligation of, the Company or the creation of any Encumbrance on any assets or properties of the Company pursuant to any material contract, license, permit, franchise or other instrument or arrangement to which the Company is a party or by which it, or any of its assets or properties is bound or affected, except for, in the case of clauses (b) and (c), such conflicts, violations, breaches, defaults or other occurrences which would not (i) impair, in any material respect, the ability of the Company to perform its obligations under this agreement or (ii) prevent or materially delay the consummation of any of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company do not and will not require any consent, waiver, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority, except (a) the requirements of the Exchange Act, and (b) any other consent, approval, authorization, filing or notice the failure of which to make or obtain would not (i) impair, in any material respect, the ability of the Company to perform its obligations under this Agreement, or (ii) prevent or materially delay the consummation of any of the transactions contemplated hereby. 4. Covenants. EnCap hereby covenants and agrees that neither it nor any EnCap Affiliate will enter into any transaction, take any action, or by inaction permit any event to occur, that would result in any of EnCap's representations or warranties herein contained not being true and correct as of (a) the time immediately after the occurrence of such transactions, action or event and (b) the Closing Date. The Company hereby covenants and agrees that it will not enter into any transaction, take any action, or by inaction permit any event to occur, that would result in any of the Company's representations or warranties herein contained not being true and correct as of (a) the time immediately after the occurrence of such transaction, action or event and (b) the Closing Date, 5. Adjustments Upon Changes in Capitalization. In the event of any reorganization, recapitalization, split, merger, stock split, stock dividend, combination or exchange of shares, issuance of other securities in exchange for Common Stock or any other change in the outstanding securities of the Company that results in a change in the number and the kind of shares of Common Stock or securities convertible into Common Stock, the terms "Shares" shall be deemed to refer to and include the Shares as well as all such dividends and distributions, and EnCap shall cause the EnCap Affiliates to deliver the Shares and all such dividends and distributions to the Company at the Closing and the amount to be paid per share by the Company shall be adjusted so that the total amount to be paid by the Company hereunder remains unchanged. 6. Closing; Conditions to Closing. The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of the Company on October 25 or if the conditions herein remain unsatisfied, on the business day after satisfaction or waiver of the conditions set forth in this Section 6. The date on which the Closing occurs is referred to in this Agreement as the "Closing Date." The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions, unless waived by the Company in writing: (a) each of the representations and warranties made by EnCap in this Agreement being true and correct as of the date hereof and the Closing; (b) EnCap has performed in all respects each and every covenant and agreement contained in this Agreement required to be performed by EnCap on or before the Closing; and (c) the Company and EnCap shall have obtained all approvals and consents necessary or required for the consummation of the transactions contemplated by this Agreement. 7. Validity and Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under any applicable law, then such contravention or invalidity shall not invalidate the entire Agreement. Such provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification to the extent necessary to render it legal, valid and enforceable, then this Agreement shall be construed as if not containing the provision held to be illegal, invalid or unenforceable and the rights and obligations of the parties hereto shall be construed and enforced accordingly. 8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas applicable to contracts executed in and to be performed in that state and without regard to any applicable conflicts of law. 9. Expenses. Whether or not the transactions contemplated by this Agreement are consummated, each of the parties hereto shall pay their respective fees and expenses incurred in connection herewith. 10. Entire Agreement. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and shall supersede any and all previous contracts, 4 arrangements or understandings between the parties hereto, with respect to the subject matter hereof. 11. Amendment. This Agreement may not be amended or modified except by any instrument in writing signed by each of, or on behalf of each of, the parties. This Agreement may be amended or supplemented in writing by the parties hereto with respect to any of the terms contained in this Agreement. 12. Assignment; Binding Effect. Neither party shall assign any of its respective rights, interests or obligations hereunder without the prior written consent of the other party, which consent may be granted or withheld in such other party's sole discretion. Subject to the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. 13. Notices. All notices or communications hereunder shall be in writing (including facsimile or similar writing) addressed as follows: (a) To EnCap: EnCap Investments L.L.C. 1100 Louisiana, Suite 3150 Houston, Texas 77002 Attention: Mr. Jason DeLorenzo with a copy to: Thompson & Knight, L.L.P. 1200 Smith Street, Suite 3600 Houston, TX 77002 Telecopy: (832) 397-8049 Attention: Michael K. Pierce (b) To the Company: Plains Resources Inc. 500 Dallas Street, Suite 700 Houston, Texas 77002 Telecopy: (713) 654-4915 Attention: Tim Stephens Any such notice or communication shall be deemed given (i) when made, if made by hand delivery, and upon confirmation of receipt, if made by facsimile, (ii) one business day after being deposited with a next day courier, postage prepaid, or (iii) three business days after being sent certified or registered mail, return receipt requested, postage prepaid, in each case addressed as above (or to such other address as such party may designate in writing from time to time). 14. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. 15. Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing Date. 16. Transactions. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing (a) by the mutual written consent of the Company and EnCap or (b) by either party if there has been a breach by the other party of any representation, warranty, covenant or agreement of such other party in this Agreement which could prevent or materially delay the consummation of the transactions contemplated hereby, or (c) by either party (provided that such party is not in default of any material provision of this Agreement) if the Closing has not occurred by November 2, 2001. [SIGNATURE PAGE FOLLOWS] 6 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective representatives thereunto duly authorized. PLAINS RESOURCES INC. By /s/ TIMOTHY T. STEPHENS ------------------------------------------- Name: Timothy T. Stephens, Esq. Title: Executive Vice President-Administration and General Counsel ENCAP INVESTMENTS L.L.C. By: /s/ ROBERT L. ZORICH ------------------------------------------- Name: Robert L. Zorich Title: Managing Director 7 SCHEDULE I ENCAP AFFILIATES ENCAP AFFILIATE NUMBER OF SHARES --------------- ---------------- EnCap Energy Capital Fund III LP 424,153 EnCap Energy Capital Fund III-B LP 320,788 BOCP Energy Partners LP 103,784 Energy Capital Investment Co PLC 149,775 ------- TOTAL: 998,500 ======= -----END PRIVACY-ENHANCED MESSAGE-----