-----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, JmWBJlP8Bb+805LZDhXFj7NRJP5utSOcTkS8cN4p4Rub0v7Q8FZIHUJItikqZiP4 s8ohgFaAIVHNk9R7T1BkrQ== 0000950129-03-000752.txt : 20030212 0000950129-03-000752.hdr.sgml : 20030212 20030212172708 ACCESSION NUMBER: 0000950129-03-000752 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLAINS EXPLORATION & PRODUCTION CO CENTRAL INDEX KEY: 0000891456 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 330430755 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78793 FILM NUMBER: 03555616 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7137396740 MAIL ADDRESS: STREET 1: 500 DALLAS STREET CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: STOCKER RESOURCES LP DATE OF NAME CHANGE: 19980130 FORMER COMPANY: FORMER CONFORMED NAME: PLAINS EXPLORATION & PRODUCTION CO L P DATE OF NAME CHANGE: 20020619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENCAP INVESTMENTS LLC CENTRAL INDEX KEY: 0001083297 FILING VALUES: FORM TYPE: SC 13D 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 1 h03139asc13d.txt ENCAP INVESTMENTS L.L.C. FOR PLAINS EXPLORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934* PLAINS EXPLORATION & PRODUCTION COMPANY (NAME OF ISSUER) COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 726505100 (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) DECEMBER 18, 2002 (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. CUSIP NO. 726505100 SCHEDULE 13D (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 1,848,728(1) Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 1,848,728(1) (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,848,728(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) 7.6%(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 affiliates of EnCap Investments. See Items 2, 5 and 6. (2) EnCap Investments disclaims any beneficial ownership of the shares owned by such affiliates. (3) Based on 24,224,448 shares issued and outstanding as of February 2, 2003, as disclosed to EnCap Investments by the Issuer. Page 2 ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this statement relates is common stock, $0.01 par value per share (the "Common Stock") of Plains Exploration & Production Company, a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 500 Dallas Street, Suite 700, Houston, Texas 77002. ITEM 2. IDENTITY AND BACKGROUND. (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 affiliates of EnCap Investments who acquired the Common Stock of the Issuer did not purchase the shares. On December 18, 2002, Plains Resources Inc. ("Plains Resources") distributed 100 percent of the shares of Common Stock of the Issuer, its wholly owned subsidiary, to the holders of record of Plains Resources' common stock as of December 11, 2002. Each Plains Resources stockholder received one share of the Issuer's Common Stock for each share of Plains Resources common stock held. The affiliates of EnCap Investments were stockholders of Plains Resources on December 11, 2002 and therefore received the shares reported herein pursuant to the distribution described above. The resulting share ownership of EnCap Investments is as reported herein. ITEM 4. PURPOSE OF TRANSACTION. EnCap Investments is currently holding the shares for investment purposes. As of December 18, 2002, EnCap Investments had no plans or proposals that relate to or that would result in any of the actions specified in clauses (a) though (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) EnCap Investments, as the sole general partner of EnCap Energy Capital Fund III, L.P. ("Fund III), may be deemed the beneficial owner of 785,455 shares of Common Stock owned by Fund III. EnCap Investments, as the sole general partner of EnCap Energy Capital Fund III-B, L.P. ("Fund III-B"), may be deemed the beneficial owner of 593,864 shares of Common Stock owned by Fund III-B. EnCap Investments may be deemed to be the beneficial owner of 192,134 shares of Common Stock owned by BOCP Energy Partners, L.P. ("BOCP") as a result of being the manager Page 3 of BOCP. EnCap Investments may be deemed to be the beneficial owner of 277,275 shares of Common Stock owned by Energy Capital Investment Company PLC ("Energy PLC") as a result of being an advisor to Energy PLC under an investment advisory agreement. EnCap Investments is therefore the beneficial owner of an aggregate of 1,848,728 shares of Common Stock. Based on the 24,224,448 shares issued and outstanding as of February 2, 2003, as disclosed to EnCap Investments by the Issuer, EnCap Investments may be deemed the beneficial owner of approximately 7.6% of the outstanding shares of Common Stock. EnCap Investments disclaims beneficial ownership of the shares of Common Stock owned by Fund III, Fund III-B, BOCP, and Energy PLC. 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 EnCap Investments, 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 the 1,848,728 shares of Common Stock held by Fund III, Fund III-B, BOCP, and Energy PLC. 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 EnCap Investments, 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 EnCap Investments, 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 EnCap Investments, 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) It is inapplicable for the purpose herein to state the date on which a party ceased to be 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. Except as set forth in Items 5 and 6 or in the Exhibits filed herewith, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the individuals or entities described in Item 2 or between such persons and any other person with respect to the voting or disposition of the shares of Common Stock deemed to be beneficially owned by EnCap Investments. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. Page 4 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 12, 2003 ENCAP INVESTMENTS L.L.C. By: /s/ D. Martin Phillips ------------------------------ D. Martin Phillips, Managing Director Page 5 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 Houston, Suite 3150 L.L.C. L.L.C. 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 Houston, Suite 3150 L.L.C. L.L.C. 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 Name and Capacity in Which Principal Organization in which Principal Business Address Serves Occupation Occupation is Conducted - ---------------------------- -------------------- --------------------- -------------------------------------- (ii) El Paso Merchant Energy North America Company Robert W. Baker President and Director President, El Paso El Paso Merchant Energy 1001 Louisiana Street Merchant Energy North America Company Houston, Texas 77002 1001 Louisiana Street Houston, Texas 77002 John L. Harrison Senior Vice President, Senior Vice El Paso Merchant Energy 1001 Louisiana Street Chief Financial President, Chief North America Company Houston, Texas 77002 Officer, and Treasurer Financial Officer, 1001 Louisiana Street and Treasurer El Houston, Texas 77002 Paso Merchant Energy H. Brent Austin Director President and Chief El Paso Corporation 1001 Louisiana Street Operating Officer, 1001 Louisiana Street Houston, Texas 77002 El Paso Corporation Houston, Texas 77002
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Name, Principal Business Address Name and Capacity in Which Principal of Organization in which Business Address Serves Occupation Principal Occupation is Conducted - --------------------------------- -------------------- ------------------------- ----------------------------------- (iii) El Paso Corporation William A. Wise 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 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 El Paso Corporation 1001 Louisiana Street President President of El Paso 1001 Louisiana Street Houston, Texas 77002 Corporation Houston, Texas 77002 Greg G. Jenkins Executive Vice Executive Vice El Paso Corporation 1001 Louisiana Street President President of El Paso 1001 Louisiana Street Houston, Texas 77002 Corporation Houston, Texas 77002 D. Dwight Scott Executive Vice Executive Vice El Paso Corporation 1001 Louisiana Street President and President and Chief 1001 Louisiana Street Houston, Texas 77002 Chief Financial Financial Officer of El Houston, Texas 77002 Officer Paso Corporation David E. Zerhusen Executive Vice Executive Vice El Paso Corporation 1001 Louisiana Street President President of El Paso 1001 Louisiana Street Houston, Texas 77002 Corporation Houston, Texas 77002 John W. Somerhalder II President, President, Pipeline El Paso Corporation 1001 Louisiana Street Pipeline Group Group of 1001 Louisiana Street Houston, Texas 77002 El Paso Corporation Houston, Texas 77002 Peggy A. Heeg Executive Vice Executive Vice El Paso Corporation 1001 Louisiana Street President 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 Company Newport Beach, CA 92660 Newport Beach, CA 92660
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John M. Bissell Director Chairman of the Board Bissell Inc. 2345 Walker Ave. N.W. of 2345 Walker Avenue, N.W. Grand Rapids, MI 49501 Bissell Inc. 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 James F. Gibbons Director Professor at Stanford Stanford University Stafford University University Paul G. Allen Center Paul G. Allen Center for School of Engineering for Integrated Systems Integrated Systems Room 201 ( Mail Stop 4075) Room 201 (M.S. 4075) Stanford, CA 94305 Stanford, CA 94305 Robert W. Goldman Director Business Consultant 13 Dupont Circle 13 Dupont Circle Sugar Land, Texas 77479 Sugar Land, Texas 77479 Anthony W. Hall, Jr. Director City Attorney City of Houston 900 Bagby, 4th Floor City of Houston, Texas 900 Bagby, 4th Floor Houston, Texas 77002 Houston, Texas 77002 Ronald L. Kuhen, Jr Director Business Consultant El Paso Corporation 1001 Louisiana Street 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 J. Carleton MacNeil Jr. Director Securities Consultant 3421 Spanish Trail 3421 Spanish Trail Apt. 227D Apt. 227D Delray, Florida 33483 Delray, Florida 33483 Thomas R. McDade Director Senior Partner, McDade, McDade, Fogler, Maines, L.L.P. Two Houston Center Fogler, Two Houston Center 909 Fannin, Suite 1200 Maines, L.L.P. 909 Fannin, Suite 1200 Houston, TX 77010 Houston, Texas 77010 Malcolm Wallop Director Frontiers of Freedom Frontiers of Freedom Foundation Frontiers of Freedom Foundation Foundation 12011 Lee Jackson Memorial Hwy. 12011 Lee Jackson Memorial Hwy. Fairfax, VA 22033 Fairfax, VA 22033 Joe B. Wyatt Director Chancellor Emeritus Vanderbilt University 2525 West End Ave., Vanderbilt University 2525 West End Ave., Suite 1410 Suite 1410 Nashville, TN 37203 Nashville, TN 37203
(d) Neither EnCap Investments, El Paso Corporation, El Paso Merchant Energy, nor any of the individuals identified in this Schedule I has, to the knowledge of EnCap Investments, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). I-3 (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 EnCap Investments, 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 EnCap Investments, each of the individuals identified in this Schedule I is a citizen of the United States of America, with the exception of Juan Carlos Braniff who is a citizen of Mexico. I-4 -----END PRIVACY-ENHANCED MESSAGE-----