-----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, HRleiPa6ToqyzQtSevNc6gIQW/6gfXkJvBiwZSIaM4UvYMWeZVPvErC32F9DsppY 96vRkM+Wu/puEPMXla0VjA== 0000950129-01-501419.txt : 20010619 0000950129-01-501419.hdr.sgml : 20010619 ACCESSION NUMBER: 0000950129-01-501419 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010618 GROUP MEMBERS: ENCAP ENERGY CAP. FUND III, LP GROUP MEMBERS: ENCAP ENERGY CAP. FUND III-B GROUP MEMBERS: ENCAP INVESTMENTS LLC 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 SEC ACT: SEC FILE NUMBER: 005-33092 FILM NUMBER: 1662442 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 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 h88470sc13d.txt ENCAP INVESTMENTS L.L.C. FOR PLAINS RESOURCES INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D 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) June 8, 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. 2 CUSIP NO. 726540503 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) ENCAP ENERGY CAPITAL FUND III, L.P. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] (3) SEC Use Only (4) Source of Funds (See Instructions) OO (SEE ITEM 3) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization EnCap Energy Capital Fund III, L.P. ("EnCap III") is a limited partner- ship organized under the laws of the State of Texas. Number of (7) Sole Voting Power 1,209,375(1) Shares Bene- ficially (8) Shared Voting Power 0 Owned by Each (9) Sole Dispositive Power 1,209,375(1) Reporting Person With (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,209,375 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 6.9%(2) (14) Type of Reporting Person (See Instructions) PN - ----------------- (1) As exercised through its sole general partner, EnCap Investments L.L.C. (2) Based on 17,514,669 shares issued and outstanding as of May 11, 2001, as reported in the Issuer's 10-Q for the quarter ended March 31, 2001. Page 2 3 CUSIP NO. 726540503 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) ENCAP ENERGY CAPITAL FUND III-B, L.P. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] (3) SEC Use Only (4) Source of Funds (See Instructions) OO (SEE ITEM 3) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization EnCap Energy Capital Fund III-B, L.P. ("EnCap III-B") is a limited partnership organized under the laws of the State of Texas. Number of (7) Sole Voting Power 914,652(1) Shares Bene- ficially (8) Shared Voting Power 0 Owned by Each (9) Sole Dispositive Power 914,652(1) Reporting Person With (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 914,652 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 5.2%(2) (14) Type of Reporting Person (See Instructions) PN - ---------------- (1) As exercised through its sole general partner, EnCap Investments L.L.C. (2) Based on 17,514,669 shares issued and outstanding as of May 11, 2001, as reported in the Issuer's 10-Q for the quarter ended March 31, 2001. Page 3 4 CUSIP NO. 726540503 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 2,846,995(1) Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 2,846,995(1) (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,846,995(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) 16.3%(3) (14) Type of Reporting Person (See Instructions) OO - ----------------- (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 EnCap III, EnCap III-B (as defined herein), and certain other 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 EnCap III, EnCap III-B, and such other affiliates. (3) Based on 17,514,669 shares issued and outstanding as of May 11, 2001, as reported in the Issuer's 10-Q for the quarter ended March 31, 2001. Page 4 5 ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this statement relates is common stock, $0.10 par value per share (the "Common Stock") of Plains Resources, Inc., 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 Energy Capital Fund III, L.P. ("EnCap III") is a Texas limited partnership with its principal business and executive offices located at 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. The principal business of EnCap III is engaging in oil and gas related investments. The sole general partner of EnCap III is EnCap Investments L.L.C. EnCap Energy Capital Fund III-B, L.P. ("EnCap III-B") is a Texas limited partnership with its principal business and executive offices located at 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. The principal business of EnCap III-B is engaging in oil and gas related investments. The sole general partner of EnCap III-B is EnCap Investments L.L.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 Holding 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. EnCap III, EnCap III-B, and certain other affiliates of EnCap Investments were the beneficial owners of Series F Cumulative Convertible Preferred Stock, par value $1.00 per share, and Series H Cumulative Convertible Preferred Stock, par value $1.00 per share, of the Issuer. Pursuant to a Letter Agreement dated June 8, 2001, EnCap III, EnCap III-B, and certain other affiliates of EnCap Investments converted 18,902.599 shares of the Series F Preferred Stock and 53,245.055 shares of Series H Preferred Stock held by them into 3,346,995 shares of Common Stock and $1,734,742 in cash. On June 18, 2001, EnCap III, EnCap III-B, and certain other affiliates of EnCap Investments sold an aggregate of 500,000 of such 3,346,995 shares of Common Stock to the Issuer for $25.00 per share. Such sale to the Issuer was approved in advance by the Issuers board of directors. The resulting share ownership of the reporting persons is as reported herein. ITEM 4. PURPOSE OF TRANSACTION. The reporting persons acquired the securities in the Issuer for investment purposes. Except as set forth herein, the reporting persons have no present plans or proposals that relate to or that would result in any of the actions specified Page 5 6 in clauses (a) though (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) EnCap III. EnCap III is the beneficial owner of 1,209,375 shares of Common Stock. Based on 17,514,669 shares of Common Stock outstanding, as reported in the Issuer's 10-Q for the quarter ended March 31, 2001, EnCap III is the beneficial owner of approximately 6.9% of the outstanding shares of Common Stock of the Issuer. EnCap III-B. EnCap III-B is the beneficial owner of 914,652 shares of Common Stock. Based on 17,514,669 shares of Common Stock outstanding, as reported in the Issuer's 10-Q for the quarter ended March 31, 2001, EnCap III is the beneficial owner of approximately 5.2% of the outstanding shares of Common Stock of the Issuer. EnCap Investments. EnCap Investments, as the sole general partner of EnCap III, may be deemed the beneficial owner of 1,209,375 shares of Common Stock. EnCap Investments, as the sole general partner of EnCap III-B, may be deemed the beneficial owner of 914,652 shares of Common Stock. EnCap Investments may also be deemed to be the beneficial owner of 722,968 shares of Common Stock owned by certain other affiliates of EnCap Investments. EnCap Investments is therefore the beneficial owner of an aggregate of 2,846,995 shares of Common Stock. Based on the 17,514,669 shares of Common Stock outstanding as of May 11, 2001, as reported on the Issuer's 10-Q for the quarter ended March 31, 2001, EnCap Investments may be deemed the beneficial owner of approximately 16.3% of the outstanding shares of Common Stock. EnCap Investments disclaims beneficial ownership of the shares of Common Stock owned by EnCap III, EnCap III-B, and its other 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 III. EnCap III has the power to vote or direct the vote and to dispose or direct the disposition of 1,209,375 shares of Common Stock through its sole general partner, EnCap Investments. EnCap III-B. EnCap III-B has the power to vote or direct the vote and to dispose or direct the disposition of 914,652 shares of Common Stock through its sole general partner, EnCap Investments. EnCap Investments. As the sole general partner of EnCap III, EnCap Investments shares the power to vote or direct the vote and to dispose or direct the disposition of 1,209,375 shares of Common Stock. As the sole general partner of EnCap III-B, EnCap Investments shares the power to vote or direct the vote and to dispose or direct the disposition of 914,652 shares of Common Stock. EnCap Investments also shares the power to vote or direct the vote and to dispose or direct the disposition of an additional 722,968 shares of Common Stock held by other 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 Page 6 7 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) 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 the reporting persons. EnCap Investments, as sole the general partner of EnCap III and EnCap III-B, is a party to the Agreements of Limited Partnership of EnCap III and EnCap III-B. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 - Joint Filing Agreement dated June 18, 2001 among EnCap III, EnCap III-B, and EnCap Investments. Page 7 8 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: June 18, 2001 ENCAP ENERGY CAPITAL FUND III, L.P. By: EnCap Investments L.L.C., its general partner By: /s/ D. Martin Phillips ---------------------- D. Martin Phillips, Managing Director Date: June 18, 2001 ENCAP ENERGY CAPITAL FUND III-B, L.P. By: EnCap Investments L.L.C., its general partner By: /s/ D. Martin Phillips ---------------------- D. Martin Phillips, Managing Director Date: June 18, 2001 ENCAP INVESTMENTS L.L.C. By: /s/ D. Martin Phillips ---------------------- D. Martin Phillips, Managing Director Page 8 9 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- Exhibit 1 -- Joint Filing Agreement dated June 18, 2001 among EnCap III, EnCap III-B, and EnCap Investments. EX-99.1 2 h88470ex99-1.txt JOINT FILING AGREEMENT DATED 6/18/2001 1 EXHIBIT 1 AGREEMENT The undersigned reporting persons hereby agree that the statements filed pursuant to this Schedule 13D/A, to which this Agreement is filed as an exhibit, are filed on behalf of each of them. Date: June 18, 2001 ENCAP ENERGY CAPITAL FUND III, L.P. By: EnCap Investments L.L.C., its general partner By: /s/ D. Martin Phillips ---------------------- D. Martin Phillips, Managing Director Date: June 18, 2001 ENCAP ENERGY CAPITAL FUND III-B, L.P. By: EnCap Investments L.L.C., its general partner By: /s/ D. Martin Phillips ---------------------- D. Martin Phillips, Managing Director Date: June 18, 2001 ENCAP INVESTMENTS L.L.C. By: /s/ D. Martin Phillips ---------------------- D. Martin Phillips, Managing Director 2 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 Name and Capacity in Which Principal Organization in which Principal Occupation Business Address Serves Occupation is Conducted - ---------------- ----------------- ---------- ------------------------------------------ (i) EnCap Investments L.L.C. David B. Miller Managing Managing EnCap Investments L.L.C. 3811 Turtle Creek Blvd. Director, Director, 3811 Turtle Creek Blvd., Suite 1080 EnCap EnCap Investments Suite 1080 Dallas, TX 75219 Investments L.L.C. Dallas, TX 75219 L.L.C. Gary R. Petersen Managing Managing Director, EnCap Investments L.L.C. 1100 Louisiana Director, EnCap Investments 1100 Louisiana, Suite 3150 Suite 3150 EnCap L.L.C. Houston, TX 77002 Houston, TX 77002 Investments L.L.C. D. Martin Phillips Managing Managing Director, EnCap Investments L.L.C. 1100 Louisiana Director, EnCap Investments 1100 Louisiana, Suite 3150 Suite 3150 EnCap L.L.C. Houston, TX 77002 Houston, TX 77002 Investments L.L.C. Robert L. Zorich Managing Managing Director, EnCap Investments L.L.C. 1100 Louisiana Director, EnCap Investments 1100 Louisiana, Suite 3150 Suite 3150 EnCap L.L.C. Houston, Texas 77002 Dallas, TX 77002 Investments L.L.C.
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Name, Principal Business Address of Name and Capacity in Which Principal Organization in which Principal Occupation Business Address Serves Occupation is Conducted - ---------------- ----------------- ---------- ------------------------------------------ (ii) El Paso Merchant Energy Holding Company Clark C. Smith President, Merchant President, El Paso Merchant Energy Holding 1001 Louisiana Street Energy North America Merchant Energy Corporation Houston, Texas 77002 and Director North America 1001 Louisiana Street Houston, Texas 77002 John B. Holmes, Jr. Chief Operating Chief Operating El Paso Merchant Energy Holding 1001 Louisiana Street Officer, Merchant Officer, Merchant Corporation Houston, Texas 77002 Energy North America Energy North 1001 Louisiana Street America Houston, Texas 77002 Timothy D. Bourn Vice President and Vice President and El Paso Merchant Energy Holding 1001 Louisiana Street Senior Managing Senior Managing Corporation Houston, Texas 77002 Director Director, Merchant 1001 Louisiana Street Energy North Houston, Texas 77002 America Larry M. Kellerman Vice President and Vice President and El Paso Merchant Energy Holding 1001 Louisiana Street Senior Managing Senior Managing Corporation Houston, Texas 77002 Director Director, Merchant 1001 Louisiana Street Energy North Houston, Texas 77002 America John L. Harrison Senior Vice President Senior Vice El Paso Merchant Energy Holding 1001 Louisiana Street and Chief Financial President and Chief Corporation Houston, Texas 77002 Officer Financial Officer, 1001 Louisiana Street Merchant Energy Houston, Texas 77002 North America W.C. Mack Senior Vice President Senior Vice El Paso Merchant Energy Holding 1001 Louisiana Street President, Corporation Houston, Texas 77002 Merchant Energy 1001 Louisiana Street North America Houston, Texas 77002 Grady M. Blakley Senior Vice President Senior Vice El Paso Merchant Energy Holding 1001 Louisiana Street President, Corporation Houston, Texas 77002 Merchant Energy 1001 Louisiana Street North America Houston, Texas 77002 J. Robert Collins, Jr. Senior Vice President Senior Vice El Paso Merchant Energy Holding 1001 Louisiana Street President, Corporation Houston, Texas 77002 Merchant Energy 1001 Louisiana Street North America Houston, Texas 77002
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Name, Principal Business Address of Name and Capacity in Which Principal Organization in which Principal Occupation Business Address Serves Occupation is Conducted - ---------------- ----------------- ---------- ------------------------------------------ (iii) El Paso Corporation William A. Wise Chairman of the Director, Chairman of El Paso Corporation 1001 Louisiana Street Board, President, the Board, President, 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 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 Ralph Eads 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 Joel Richards III Executive Vice Executive Vice El Paso Corporation 1001 Louisiana Street President 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 El Paso Corporation 1001 Louisiana Street President President, Business 1001 Louisiana Street Houston, Texas 77002 Development of El Houston, Texas 77002 Paso Corporation John W. Somerhalder II President, President, Pipeline El Paso Corporation 1001 Louisiana Street Pipeline Group Group of El Paso 1001 Louisiana Street Houston, Texas 77002 Corporation Houston, Texas 77002 Britton White Jr. Executive Vice Executive Vice El Paso Corporation 1001 Louisiana Street President and President and General 1001 Louisiana Street Houston, Texas 77002 General Counsel Counsel of El Paso Houston, Texas 77002 Corporation Jeffrey I. Beason Senior Vice Senior Vice President El Paso Corporation 1001 Louisiana Street President and and Controller of El 1001 Louisiana Street Houston, Texas 77002 Controller Paso Corporation Houston, Texas 77002 C. Dana Rice Senior Vice Senior Vice President El Paso Corporation 1001 Louisiana Street President and and Treasurer of El 1001 Louisiana Street Houston, Texas 77002 Treasurer Paso Corporation Houston, Texas 77002 Patricia A. Shelton President, President of Western El Paso Natural Gas Company 1001 Louisiana Street Western Pipeline Pipeline Division 1001 Louisiana Street Houston, Texas 77002 Division Houston, Texas 77002 E. J. Holm Chief Executive Chief Executive El Paso Natural Gas Company 1001 Louisiana Street Officer, Eastern Officer, Eastern 1001 Louisiana Street Houston, Texas 77002 Pipeline Division Pipeline Division Houston, Texas 77002
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Name, Principal Business Address of Name and Capacity in Which Principal Organization in which Principal Occupation Business Address Serves Occupation is Conducted - ---------------- ----------------- ---------- ------------------------------------------ John D. Hushon Chief Executive Chief Executive El Paso Energy International 1001 Louisiana Street Officer, El Paso Officer, El Paso Company Houston, Texas 77002 Europe Europe 1001 Louisiana Street Houston, Texas 77002 Greg G. Jenkins President of El President of El Paso El Paso Global Networks 1001 Louisiana Street Paso Global Global Networks Company Houston, Texas 77002 Networks Company 1001 Louisiana Street Company Houston, Texas 77002 Robert G. Phillips President of El President of El Paso El Paso Field Services, L.P. 1001 Louisiana Street Paso Field Field Services L.P. 1001 Louisiana Street Houston, Texas 77002 Services, L.P. Houston, Texas 77002 James C. Yardley President, President, Southern Southern Natural Gas Company 1001 Louisiana Street Southern Natural Natural Gas Company 1001 Louisiana Street Houston, Texas 77002 Gas Company Houston, Texas 77002 John B. Holmes, Jr. Chief Operating Chief Operating El Paso Merchant Energy 1001 Louisiana Street Officer, Merchant Officer of Merchant Holding Company Houston, Texas 77002 Energy Group Energy Group 1001 Louisiana Street Houston, Texas 77002 Stephen C. Beasley President, President, Tennessee Tennessee Gas Pipeline 1001 Louisiana Street Tennessee Gas Gas Pipeline Company Company Houston, Texas 77002 Pipeline Company 1001 Louisiana Street Houston, Texas 77002 James J. Cleary President, ANR President of ANR ANR Pipeline Company 1001 Louisiana Street Pipeline Company Pipeline Company 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 Byron Kelly President, El President, El Paso El Paso Energy International 1001 Louisiana Street Paso Energy Energy International Company Houston, Texas 77002 International Company 1001 Louisiana Street Houston, Texas 77002 Tom Wade President, President, Merchant Coastal States Crude Gathering 1001 Louisiana Street Merchant Energy Energy Petroleum Company Houston, Texas 77002 Petroleum Markets 1001 Louisiana Street Markets Houston, Texas 77002 Rod Erskine President, El President of El Paso El Paso Production Company 1001 Louisiana Street Paso Production Production Company 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 Byron Allumbaugh Director Retired Chairman, 610 Newport Center Drive 610 Newport Center Drive, Ralphs Grocery Suite 210 Suite 210 Company Newport Beach, CA 92660 Newport Beach, CA 92660 David A. Arledge Non-Executive Non-Executive Vice El Paso Corporation 1001 Louisiana Street Vice Chairman of Chairman of the 1001 Louisiana Street Houston, Texas 77002 the Board Board of El Paso Houston, Texas 77002 Corporation John M. Bissell Director Chairman of the Bissell Inc. 2345 Walker Ave., N.W. Board of Bissell Inc. 2345 Walker Ave., N.W. Grand Rapids, MI 49501 Grand Rapids, MI 49501
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Name, Principal Business Address of Name and Capacity in Which Principal Organization in which Principal Occupation Business Address Serves Occupation is Conducted - ---------------- ----------------- ---------- ------------------------------------------ Juan Carlos Braniff Director Vice Chairman, Universidad 1200, Col. XOCO Universidad 1200, Col. Grupo Financiero Mexico, D.F.C.P. 03339 XOCO Bancomer Mexico, D.F.C.P. 03339 James F. Gibbons Director Professor at Stanford Stanford University Stanford University University School of Paul G. Allen Center for Paul G. Allen Center for Engineering Integrated Systems Integrated Systems Room 201 (Mail Stop 4075) Room 201 (Mail Stop 4075) Stanford, CA 94305 Stanford, CA 94305 Anthony W. Hall, Jr. Director City Attorney, City of Attorney, City of Houston P.O. Box 1562 Houston P.O. Box 1562 Houston, Texas 77025 Houston, Texas 77251 Ronald L. Kuehn, 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 7020 Port Washington Road, 7020 Port Washington Suite 200 Road, Suite 200 Milwaukee, WI 53217 Milwaukee, WI 53217 Thomas R. McDade Director Senior Partner, McDade, Fogler, Marnes, Two Houston Center McDade, Fogler, L.L.P. 909 Fannin, Suite 1200 Marnes, L.L.P. Two Houston Center Houston, Texas 77010 909 Fannin, Suite 1200 Houston, Texas 77010 Malcolm Wallop Director Chairman, Western Western Strategy Group Western Strategy Group Strategy Group 1100 Wilson Blvd., 1100 Wilson Blvd., Suite 1400 Suite 1400 Arlington, VA 22209 Arlington, VA 22209 Joe B. Wyatt Director Chancellor Emeritus, Vanderbilt University Vanderbilt University Vanderbilt University 211 Kirkland Mall 211 Kirkland Mall Nashville, TN 37240 Nashville, TN 37240
(d) Neither EnCap III, EnCap III-B, EnCap Investments, El Paso Corporation, El Paso Merchant Energy, nor any of the individuals identified in this Schedule I has, to the knowledge of the reporting persons, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither EnCap III, EnCap III-B, EnCap Investments, El Paso Corporation, El Paso Merchant Energy, nor any of the individuals identified in this Schedule I has, to the knowledge of the reporting persons, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) To the knowledge of the reporting persons, each of the individuals identified in this Schedule I is a citizen of the United States of America, with the exception of Juan Carlos Braniff who is a citizen of Mexico. -----END PRIVACY-ENHANCED MESSAGE-----