SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
(Amendment No. 2)
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)
April 1, 2003
(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. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of the cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.
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CUSIP NO. 726540503 SCHEDULE 13D/A
(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) o
(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 1,173,662 (1)
Owned by
Each (9) Sole Dispositive Power 0
Reporting
Person With (10) Shared Dispositive Power 1,173,662 (1)
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,173,662 (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) 4.9%(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 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 24,167,935 shares of common stock issued and outstanding as
of February 28, 2003, as disclosed in the Issuer's Annual Report on Form 10-K
filed March 31, 2003.
Page 2
ITEM 1. SECURITY AND ISSUER.
No modification.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c)
No modification.
Items 2(d) - (f) are amended in their entirety as follows:
(d) - (f)
See Schedule I
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The following is added to Item 3:
On November 8, 2001, the Issuer issued 116 shares of its Common Stock,
on January 2, 2002, the Issuer issued 163 shares of its Common Stock, on March
18, 2002, the Issuer issued 84 shares of its Common Stock, on April 1, 2002,
the Issuer issued 161 shares of its Common Stock, on May 16, 2002, the Issuer
issued 74 shares of its Common Stock, on June 20, 2002, the Issuer issued 75
shares of its Common Stock, on July 1, 2002, the Issuer issued 150 shares of
its Common Stock, on September 10, 2002, the Issuer issued 80 shares of its
Common Stock, on October 8, 2002, the Issuer issued 155 shares of its Common
Stock, on November 6, 2002, the Issuer issued 91 shares of its Common Stock, on
January 2, 2003, the Issuer issued 338 shares of its Common Stock, on March 3,
2003, the Issuer issued 344 shares of its Common Stock, and on April 1, 2003
the Issuer issued 375 shares of its 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 April 1, 2003, EnCap Investments and the Issuer executed a Stock
Purchase Agreement pursuant to which the Issuer agreed to repurchase 400,000
shares of its Common Stock from certain entities controlled by EnCap
Investments at a price of $10.00 per share. The repurchase closed on April 2,
2003.
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 1,173,662 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 24,167,935 shares of Common
Stock outstanding as of February 28, 2003, EnCap Investments may be deemed the
beneficial owner of approximately 4.9% of the outstanding shares of Common
Stock. EnCap Investments disclaims beneficial ownership of the shares of Common
Stock owned by its affiliates.
Page 3
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
1,173,662 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) As a result of the transactions reported herein, EnCap Investments
ceased to be the owner of 5% of the Common Stock of the Issuer on April 16,
2003.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
The following is added to Item 6:
Letter Agreement
EnCap Investments entered into a Letter Agreement (the "Letter Agreement")
dated April 14, 2003 with Energy Capital Investment Company PLC, a company
organized under the laws of England and Wales ("Energy PLC"). The purpose of
the Letter Agreement was to amend the Investment Advisory Agreement dated
February 4, 1994, as amended (the "Investment Advisory Agreement") by and
between EnCap Investments and Energy PLC. Under the Investment Advisory
Agreement, EnCap Investments served (subject to the terms thereof) as an
advisor and manager with respect to the investment in, and re-investment of,
the Issuer's securities.
Pursuant to the Letter Agreement, on and after April 16, 2003, EnCap
Investments and Energy PLC agreed that EnCap Investments will no longer have
(i) any voting power with respect to the Securities (as defined in the Letter
Page 4
Agreement and which includes the securities of the Issuer), including the power
to vote or direct the voting of the Securities, (ii) any investment power with
respect to the Securities, including the power to dispose or direct the
disposition of the Securities, or (iii) any other powers, rights, duties or
obligations with respect to the Securities, including any powers or rights that
would in any way attribute beneficial ownership of the Securities to EnCap
Investments, with it being agreed by EnCap Investments and Energy PLC that all
such powers, rights, duties, and obligations of EnCap Investments with respect
to the Securities are revoked and that all such powers, rights, duties, and
obligations with respect to the Securities are retained by, and vested solely
in, Energy PLC or its applicable affiliate. Further, on and after April 16,
2003, (i) the Securities will no longer be deemed Investments (as defined in
the Letter Agreement) under, or otherwise subject to the Investment Advisory
Agreement, and (ii) EnCap Investments will not provide Energy PLC or its
affiliates with any information regarding the Securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 10.2 - Stock Purchase Agreement dated April 1, 2003 between Plains
Resources Inc. and EnCap Investments L.L.C.
Exhibit 10.3 - Letter Agreement dated April 14, 2003 between EnCap
Investments L.L.C., a Texas limited liability company, and
Energy Capital Investment Company PLC, a company organized
under the laws of England and Wales.
Page 5
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: April 23, 2003 ENCAP INVESTMENTS L.L.C.
By: /s/ D. Martin Phillips
---------------------------------
D. Martin Phillips,
Managing Director
Page 6
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
Name and Capacity in Principal which Principal Occupation is
Business Address Which Serves Occupation Conducted
---------------- ------------ ---------- ---------
(i) EnCap Investments L.L.C.
------------------------
David B. Miller Managing Managing Director of EnCap Investments L.L.C.
3811 Turtle Creek Blvd. Director of EnCap Investments 3811 Turtle Creek Blvd.
Dallas, Texas 75219 EnCap Dallas, Texas 75219
Investments
D. Martin Phillips Managing Managing Director of EnCap Investments L.L.C.
1100 Louisiana, Suite 3150 Director of EnCap Investments 1100 Louisiana, Suite 3150
Houston, Texas 77002 EnCap Houston, Texas 77002
Investments
Robert L. Zorich Managing Managing Director of EnCap Investments L.L.C.
1100 Louisiana, Suite 3150 Director of EnCap Investments 1100 Louisiana, Suite 3150
Houston, Texas 77002 EnCap Houston, Texas 77002
Investments
Gary R. Petersen Managing Managing Director of EnCap Investments L.L.C.
1100 Louisiana, Suite 3150 Director of EnCap Investments 1100 Louisiana, Suite 3150
Houston, Texas 77002 EnCap Houston, Texas 77002
Investments
Name, Principal Business
Address of Organization in
Name and Capacity in Principal which Principal Occupation is
Business Address Which Serves Occupation Conducted
---------------- ------------ ---------- ---------
(ii) El Paso Merchant
----------------
Energy North America
--------------------
Company
-------
Robert W. Baker 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
I-1
Name, Principal Business
Address of Organization in
Name and Capacity in Principal which Principal Occupation is
Business Address Which Serves Occupation Conducted
---------------- ------------ ---------- ---------
John L. Harrison Senior Vice Senior Vice President, El Paso Merchant Energy
1001 Louisiana Street President, Chief Chief Financial Officer, North America Company
Houston, Texas 77002 Financial Officer, and Treasurer El Paso 1001 Louisiana Street
and Treasurer Merchant Energy Houston, Texas 77002
H. Brent Austin Director President and Chief El Paso Corporation
1001 Louisiana Street Operating Officer, El 1001 Louisiana Street
Houston, Texas 77002 Paso Corporation Houston, Texas 77002
Name, Principal Business
Address of Organization in
Name and Capacity in Principal which Principal Occupation is
Business Address Which Serves Occupation Conducted
---------------- ------------ ---------- ---------
(iii) El Paso Corporation
-------------------
Ronald L. Kuehn, Jr. 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 President El Paso Corporation
1001 Louisiana Street President of El Paso Corporation 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
Greg G. Jenkins Executive Vice Executive Vice President El Paso Corporation
1001 Louisiana Street President of El Paso Corporation 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
D. Dwight Scott Executive Vice Executive Vice President El Paso Corporation
1001 Louisiana Street President and and Chief Financial 1001 Louisiana Street
Houston, Texas 77002 Chief Financial Officer of El Paso Houston, Texas 77002
Officer Corporation
David E. Zerhusen Executive Vice Executive Vice President El Paso Corporation
1001 Louisiana Street President of El Paso Corporation 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
I-2
Name, Principal Business
Address of Organization in
Name and Capacity in Principal which Principal Occupation is
Business Address Which Serves Occupation Conducted
---------------- ------------ ---------- ---------
John W. Somerhalder II President, Pipeline President, Pipeline El Paso Corporation
1001 Louisiana Street Group Group of 1001 Louisiana Street
Houston, Texas 77002 El Paso Corporation Houston, Texas 77002
Peggy A. Heeg Executive Vice Executive Vice President El Paso Corporation
1001 Louisiana Street 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 Newport Beach, CA 92660
Newport Beach, CA 92660 Company
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 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, California 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
William A. Wise Director Retired El Paso Corporation
1001 Louisiana Street 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
I-3
Name, Principal Business
Address of Organization in
Name and Capacity in Principal which Principal Occupation is
Business Address Which Serves Occupation Conducted
---------------- ------------ ---------- ---------
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,
Two Houston Center Fogler, L.L.P.
909 Fannin, Suite 1200 Maines, L.L.P. Two Houston Center
Houston, Texas 77010 909 Fannin, Suite 1200
Houston, Texas 77010
Malcolm Wallop Director Frontiers of Freedom Frontiers of Freedom Foundation
Frontiers of Freedom Foundation 12011 Lee Jackson Memorial
Foundation Hwy.
12011 Lee Jackson Fairfax, VA 22033
Memorial Hwy.
Fairfax, Virginia 22033
Joe B. Wyatt Director Chancellor Emeritus Vanderbilt University
2525 West End Ave., Vanderbilt University 2525 West End Ave.,
Suite 1410 Suite 1410
Nashville, Tennessee 37203 Nashville, TN 37203
John Whitmire Director Chairman of the Board, Consol Energy, Inc.
10101 Southwest Freeway Consol Energy, Inc. 10101 Southwest Freeway, #380
#380 Houston, TX 77074
Houston, Texas 77074
J. Michael Talbert Director Chairman of the Board, Transocean, Inc.
4 Greenway Plaza Transocean, Inc. 4 Greenway Plaza
Houston, Texas 77046 Houston, TX 77046
James L. Dunlap Director Business Consultant 1659 North Boulevard
1659 North Boulevard Houston, TX 77006
Houston, Texas 77006
(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.
I-4
(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.
I-5