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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 240.13D-1(B), (C) and AMENDMENTS THERETO FILED
PURSUANT TO 240.13D-2
(Amendment No. __)*
BENZ ENERGY INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
083453209
(CUSIP Number)
January 1, 2000
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed.
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 10 Pages
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SCHEDULE 13G
CUSIP No. 083453209
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EF-II Holdings, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5
SOLE VOTING POWER
NUMBER OF 9,352,887
SHARES 6
BENEFICIALLY SHARED VOTING POWER
OWNED BY 7 0
EACH
REPORTING 8 SOLE DISPOSITIVE POWER
PERSON 9,352,887
WITH
SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,352,877
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.7%(1)
12 TYPE OF REPORTING PERSON (See Instructions)
OO
-------------
(1) Based on 47,583,888 shares of Common Stock issued and
outstanding as of December 31, 1999, as disclosed in the Issuer's Form
10-KSB filed with the Securities and Exchange Commission on April 14,
2000.
Page 2 of 10 Pages
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SCHEDULE 13G
CUSIP No. 083453209
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EnCap Equity 1996 Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5
SOLE VOTING POWER
NUMBER OF 9,352,887(1)
SHARES 6
BENEFICIALLY SHARED VOTING POWER
OWNED BY 7 0
EACH
REPORTING 8 SOLE DISPOSITIVE POWER
PERSON 0
WITH
SHARED DISPOSITIVE POWER
9,352,887(1)(2)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,352,877
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.7%(3)
12 TYPE OF REPORTING PERSON (See Instructions)
PN
------------
(1) As exercised through its sole general partner, EnCap
Investments (as such term is defined in Item 2).
(2) Dispositive power relating to the Common Stock is shared
with ECIC pursuant to the Regulations of EF-II (as such terms are
defined in Item 2).
(3) Based on 47,583,888 shares of Common Stock issued and
outstanding as of December 31, 1999, as disclosed in the Issuer's Form
10-KSB filed with the Securities and Exchange Commission on April 14,
2000.
Page 3 of 10 Pages
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SCHEDULE 13G
CUSIP No. 083453209
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Energy Capital Investment Company PLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Great Britain
5
SOLE VOTING POWER
NUMBER OF 0
SHARES 6
BENEFICIALLY SHARED VOTING POWER
OWNED BY 7 9,352,887(1)
EACH
REPORTING 8 SOLE DISPOSITIVE POWER
PERSON 0
WITH
SHARED DISPOSITIVE POWER
9,352,887(1)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,352,877
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.7%(2)
12 TYPE OF REPORTING PERSON (See Instructions)
OO
------------
(1) Voting and dispositive power is shared between ECIC and
EnCap Investments (as such terms are defined in Item 2) by virtue of an
investment advisory agreement dated February 4, 1994 between ECIC and
EnCap (the "Investment Advisory Agreement") whereby EnCap acts as an
investment advisor to ECIC.
(2) Based on 47,583,888 shares of Common Stock issued and
outstanding as of December 31, 1999, as disclosed in the Issuer's Form
10-KSB filed with the Securities and Exchange Commission on April 14,
2000.
Page 4 of 10 Pages
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SCHEDULE 13G
CUSIP No. 083453209
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EnCap Investments L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5
SOLE VOTING POWER
NUMBER OF 0
SHARES 6
BENEFICIALLY SHARED VOTING POWER
OWNED BY 7 9,352,887(1)
EACH
REPORTING 8 SOLE DISPOSITIVE POWER
PERSON 0
WITH
SHARED DISPOSITIVE POWER
9,352,887(1)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,352,877(2)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.7%(3)
12 TYPE OF REPORTING PERSON (See Instructions)
OO
------------
(1) EnCap Investments may be deemed to have noting and
dispositive power with respect to the shares of Common Stock owned by
EF-II, EnCap Equity and/or ECIC (as such terms are defined in Item 2)
by virtue of its (i) general partnership interest in EnCap Equity, and
(ii) position as investment advisor to ECIC under the Investment
Advisory Agreement.
(2) EnCap Investments disclaims any beneficial ownership of
the shares owned by EF-II, EnCap Equity and/or ECIC (as such terms are
defined in Item 2).
(3) Based on 47,583,888 shares of Common Stock issued and
outstanding as of December 31, 1999, as disclosed in the Issuer's Form
10-KSB filed with the Securities and Exchange Commission on April 14,
2000.
Page 5 of 10 Pages
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ITEM 1.
(a) Name of Issuer: Benz Energy, Inc.
(b) Address of issuers principal executive
offices: 1000 Louisiana Street
15th Floor
Houston, Texas 77002
ITEM 2.
(a) Name of persons filing:
This schedule 13G is filed by EF-II Holdings, LLC ("EF-II"),
EnCap Equity 1996 Limited Partnership ("EnCap Equity"), Energy
Capital Investment Company, PLC ("ECIC") and EnCap Investments
L.L.C. ("EnCap Investments").
(b) Address of principal office:
The address of the principal business office of each EF-II,
EnCap Equity, ECIC and EnCap Investments is 1100 Louisiana
Street, Suite 3150, Houston, Texas 77002.
(c) Citizenship:
EF-II is a limited liability company formed under the laws of
the State of Texas. EnCap Equity is a Texas limited
partnership. ECIC is an English investment company. EnCap
Investments L.L.C. is a Delaware limited liability company.
(d) Title of class of securities: Common Stock $0.01 par value.
(e) CUSIP Number: 083453209
ITEM 3. If this statement is tiled in pursuant to 240.13d(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the
Investment;
(e) [ ] An investment advisor in accordance with
240.12d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G)
Page 6 of 10 Pages
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(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 240.13d-1(c), check this box. [ ]
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 9,352,887(1)
(b) Percent of class: 19.7%
(c) Number of shares as to which each person has:
(i) sole power to vote or to direct the
vote: 9,352,887(1)
(ii) shared power to vote or to direct the
vote: None.
(iii) sole power to dispose or to direct the
disposition of: 9,352,887(1)
(iv) shared power to dispose or to direct
the disposition of: None.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent (5%) of the class of securities, check the following: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
Not applicable.
-----------
(1) EF-II has the sole power to vote or to direct the vote,
and the sole power to dispose or to direct the disposition of 9,352,887
shares. Each of EnCap Equity and ECIC have the sole power to vote or to
direct the vote and the shared power to dispose or to direct the
disposition of 9,352,887 shares by virtue of the Regulations of EF-II.
EnCap Investments has shared voting and dispositive with respect to the
shares through its capacity as (i) sole general partner of EnCap
Equity, and (ii) as an investment advisor to ECIC under the terms of an
investment advisory agreement. EnCap Investments disclaims any
beneficial ownership of the shares owned by EF-II, EnCap Equity and/or
ECIC. See also attached Exhibit A.
Page 7 of 10 Pages
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
By signing below the undersigned certify that, to the best of the
knowledge and belief of the undersigned, the securities referred to above were
not acquired and are not held for the purpose of or with the affect of changing
or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 8 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
June 9, 2000
EF-II HOLDINGS, LLC
By: /s/ Gary R. Petersen
---------------------------------
Name: Gary R. Petersen
Title: Authorized Signatory
ENCAP EQUITY 1996 LIMITED PARTNERSHIP
By: EnCap Investments L.L.C., General
Partner
By: /s/ Gary R. Petersen
----------------------------
Name: Gary R. Petersen
Title: Managing Director
ENERGY CAPITAL INVESTMENT COMPANY PLC
By: /s/ Gary R. Petersen
---------------------------------
Name: Gary R. Petersen
Title: Authorized Signatory
ENCAP INVESTMENTS L.L.C.
By: /s/ Gary R. Petersen
---------------------------------
Name: Gary R. Petersen
Title: Managing Director
Page 9 of 10 Pages
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EXHIBIT A
This Exhibit explains the history of EF-II Holdings, LLC ("EF-II") and
describes relationship between the reporting persons.
On April 18, 2000, Lasco Energy Partners, L.P., a Texas limited
partnership ("Lasco"), was converted (the "Conversion") into EF-II, pursuant to
Articles of Conversion filed with the Secretary of State of Texas. Prior to the
Conversion, Lasco was the sole beneficial owner of the common stock of Benz
Energy Inc. which is the subject of this filing (the "Common Stock"), and held
the Common Stock prior to Benz's filing of a registration statement with the SEC
pertaining to the Common Stock. Upon the occurrence of the Conversion, EF-II
succeeded to all of Lasco's right title and interest in the Common Stock.
EF-II consists of two members, EnCap Equity 1996 Limited Partnership, a
Texas limited partnership ("EnCap Equity"), and Energy Capital Investment
Company PLC, an English investment company ("ECK"). EnCap Investments L.L.C.
("EnCap Investments") (i) is the sole general partner of EnCap Equity, and (ii)
serves as an investment advisor to ECIC, under an investment advisory agreement
dated as of February 4, 1994, between EnCap Investments and ECIC.
Page 10 of 10 Pages
