<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
[AMENDMENT NO. 1]
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
AROC INC.
(NAME OF ISSUER)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
02932810
(CUSIP NUMBER)
ROBERT L. ZORICH
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)
MAY 2, 2000
(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 Sections 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 Section 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 (however, see the
Notes).
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CUSIP NO. 02932010 SCHEDULE 13D
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
ENERGY CAPITAL INVESTMENT COMPANY PLC
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(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ]
(b)[X]
--------------------------------------------------------------------------------
(3) SEC Use Only
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(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) [ ]
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(6) Citizenship or Place of Organization ENERGY CAPITAL INVESTMENT
COMPANY PLC IS A COMPANY
FORMED UNDER THE LAWS OF
THE COUNTRY OF ENGLAND
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(7) Sole Voting Power 14,399,615(1)
-----------------------------------------------------------
Number of
Shares Bene- (8) Shared Voting Power 136,583,462(2)
ficially -----------------------------------------------------------
Owned by
Each (9) Sole Dispositive Power 0
Reporting -----------------------------------------------------------
Person With
(10) Shared Dispositive Power 150,983,077(2)
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
150,983,077(3)
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 73.2%(4)
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) OO
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(1) Shares directly owned by EF-II Holdings of which Energy PLC
(defined in Item 2) is a member.
(2) Voting and dispositive power may be shared among Energy PLC and
EnCap Investments (defined in Item 2) by virtue of the Investment Agreement
(defined in Item 2) whereby EnCap Investments acts as an investment advisor to
Energy PLC.
(3) Dispositive power relating to the shares held by EF-II Holdings is
shared with EnCap 96 LP (defined in Item 2) pursuant to the Regulations of EF-II
Holdings. Energy PLC disclaims any beneficial ownership of shares owned by EF-II
Holdings and only claims beneficial ownership of the above-mentioned 136,583,462
shares. (See Item 5).
(4) Based on 55,278,837 shares issued and outstanding as of July 15,
2000 as disclosed in the Issuer's (defined in Item 1) Annual Report on Form 10-K
for the year ended April 30, 2000.
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CUSIP NO. 02932810 SCHEDULE 13D
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
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) 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 EQUITY 1996 LIMITED
PARTNERSHIP IS A LIMITED
PARTNERSHIP ORGANIZED UNDER
THE LAWS OF THE STATE OF
TEXAS
--------------------------------------------------------------------------------
(7) Sole Voting Power 301,048,846(1)
-----------------------------------------------------------
Number of
Shares Bene- (8) Shared Voting Power 0
ficially -----------------------------------------------------------
Owned by
Each (9) Sole Dispositive Power 286,649,231
Reporting -----------------------------------------------------------
Person With
(10) Shared Dispositive Power 14,399,615
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
301,048,846(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) 84.5%(3)
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) PN
--------------------------------------------------------------------------------
(1) As exercised through its sole general partner EnCap Investments.
Includes 14,399,615 shares directly owned by EF-II Holdings and that Energy 96
LP may be deemed to have voting and dispositive power.
(2) Dispositive power relating to the shares held by EF-II Holdings is
shared with Energy PLC pursuant to the Regulations of EF-II Holdings. EnCap 96
LP disclaims any beneficial ownership of shares owned by EF-II Holdings and only
claims beneficial ownership of the above-mentioned 286,649,231 shares. (See Item
5).
(3) Based on 55,278,837 shares issued and outstanding as of July 15,
2000 as disclosed by the Issuer's Annual Report on Form 10-K for the year ended
April 30, 2000.
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CUSIP NO. 02932810 SCHEDULE 13D
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
ENCAP EQUITY 1994 LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ]
(b)[X]
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(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) [ ]
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(6) Citizenship or Place of Organization ENCAP EQUITY 1994 LIMITED
PARTNERSHIP IS A LIMITED
PARTNERSHIP ORGANIZED UNDER
THE LAWS OF THE STATE OF
TEXAS
--------------------------------------------------------------------------------
(7) Sole Voting Power 52,197,308(1)
-----------------------------------------------------------
Number of
Shares Bene- (8) Shared Voting Power 0
ficially -----------------------------------------------------------
Owned by
Each (9) Sole Dispositive Power 52,197,308(1)
Reporting -----------------------------------------------------------
Person With
(10) Shared Dispositive Power 0
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
52,197,308(1)
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 48.6%(2)
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) PN
--------------------------------------------------------------------------------
(1) As exercised through its sole general partner, EnCap Investments.
(2) Based on 55,278,837 shares issued and outstanding as of July 15,
2000 as disclosed by the Issuer's Annual Report on Form 10-K for the year ended
April 30, 2000.
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CUSIP NO. 02932810 SCHEDULE 13D
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
ENCAP INVESTMENTS L.L.C.
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ]
(b)[X]
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(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) [ ]
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(6) Citizenship or Place of Organization ENCAP INVESTMENTS L.L.C. IS
A LIMITED LIABILITY COMPANY
ORGANIZED UNDER THE LAWS OF
THE STATE OF DELAWARE
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(7) Sole Voting Power 19,776,223(1)
-----------------------------------------------------------
Number of
Shares Bene- (8) Shared Voting Power 489,829,616(2)
ficially -----------------------------------------------------------
Owned by
Each (9) Sole Dispositive Power 19,776,223(1)
Reporting -----------------------------------------------------------
Person With
(10) Shared Dispositive Power 489,829,616(2)
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
509,605,839(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) 90.2%(3)
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) OO
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(1) EnCap Investments may be deemed to have voting and dispositive
power with respect to the shares owned by the EnCap Entities (defined in Item 2)
(See Item 5).
(2) EnCap Investments disclaims any beneficial ownership of shares
owned by the EnCap Entities and only claims beneficial ownership of the above
mentioned 19,776,223 shares.
(3) Based on 55,278,837 shares issued and outstanding as of July 15,
2000 as disclosed by the Issuer's Annual Report on Form 10-K for the year ended
April 30, 2000.
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CUSIP NO. 02932810 SCHEDULE 13D
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
EL PASO CAPITAL INVESTMENTS, L.L.C.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ]
(b)[X]
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(3) SEC Use Only
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(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 EL PASO CAPITAL
INVESTMENTS, L.L.C. IS A
LIMITED LIABILITY COMPANY
ORGANIZED UNDER THE LAWS OF
THE STATE OF DELAWARE.
--------------------------------------------------------------------------------
(7) Sole Voting Power 76,923,077(1)
-----------------------------------------------------------
Number of
Shares Bene- (8) Shared Voting Power 0
ficially -----------------------------------------------------------
Owned by
Each (9) Sole Dispositive Power 76,923,077(1)
Reporting -----------------------------------------------------------
Person With
(10) Shared Dispositive Power 0
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
76,923,077(1)
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 58.2%(2)
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) OO
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(1) As exercised by its controlling person, El Paso Energy (defined in
Item 2).
(2) Based on 55,278,837 shares issued and outstanding as of July 15,
2000 as disclosed by the Issuer's Annual Report on Form 10-K for the year ended
April 30, 2000.
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ITEM 1. SECURITY AND ISSUER.
Item 1 is amended and restated as follows:
The class of equity securities to which this statement relates is common
stock, $0.001 par value per share (the "Common Stock") of AROC Inc., a Delaware
corporation (the "Issuer"). The address of the principal executive offices of
the Issuer is 4200 East Skelly Drive, Suite 1000, Tulsa, Oklahoma 74135. The
original filing on October 30, 1998, of which this is Amendment No. 1, related
to holdings of ordinary shares, of (pound) 0.01 each oF Alliance Resources PLC,
a public limited company organized under the laws of England and Wales
("Alliance"). On December 8, 1999, the Issuer completed an exchange offer for
all of the outstanding ordinary shares of Alliance. The persons reporting herein
accepted the Issuer's tender offer and received one share of Common Stock of the
Issuer for each ordinary share of Alliance tendered.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended and restated as follows:
(a) - (c)
Energy Capital Investment Company PLC ("Energy PLC"), is a company
organized and existing under the laws of England. Energy PLC's principal
business address and office is located at c/o Aberdeen Asset Management, 1 Bow
Churchyard, Cheapside, London EC4M 9HH, England. The principal business of
Energy PLC is engaging in oil and gas related investments. Current information
concerning the controlling persons and the officers and directors of Energy PLC
is set forth on Schedule 1.
EnCap Investments L.L.C. ("EnCap Investments"), is a limited liability
company organized under the laws of the State of Delaware. EnCap Investments is
the general partner of EnCap 96 LP and EnCap 94 LP. EnCap Investments also
serves as an investment advisor to Energy PLC under an Investment Advisory
Agreement dated as of February 4, 1994 between EnCap Investments and Energy PLC
(the "Investment Agreement"). EnCap Investments' principal business address and
office is located at 1100 Louisiana, Suite 3150, Houston, Texas 77002. The
principal business of EnCap Investments is to act as a financial consultant,
investment advisor and/or finder for its clients with respect to financial and
investment transactions in the oil and gas industry. The sole member of EnCap
Investments is El Paso Field Services. Current Information concerning the sole
member and managing directors of EnCap Investments is set forth on Schedule 1
hereto.
EnCap Equity 1996 Limited Partnership ("EnCap 96 LP"), is a limited
partnership organized and existing under the laws of the State of Texas. EnCap
96 LP's principal business address and office is located at 1100 Louisiana,
Suite 3150, Houston, Texas 77002. The principal business of EnCap 96 LP is
making oil and gas related investments. EnCap Investments is the sole general
partner of EnCap 96 LP.
EnCap Equity 1994 Limited Partnership ("EnCap 94 LP"), is a limited
partnership organized and existing under the laws of the state of Texas. EnCap
94 LP's principal business address and office is located at 1100 Louisiana,
Suite 3150, Houston, Texas 77002. The principal business of EnCap 94 LP is
making oil and gas related investments. EnCap Investments is the sole general
partner of EnCap 94 LP.
El Paso Capital Investments, L.L.C. ("El Paso Capital") is a limited
liability company organized under the laws of the State of Delaware. The
principal business address of El Paso Capital is 1001 Louisiana Street, Houston,
Texas 77002. The sole member of El Paso Capital is El Paso Field Services.
EF-II Holdings, L.L.C. ("EF-II Holdings") is a limited liability company
organized under the laws of the State of Texas. The members of EF-II Holdings
are EnCap 96 LP and Energy PLC. The principal business address of EF-II Holdings
is 1100 Louisiana, Suite 3150, Houston, Texas 77002.
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El Paso Energy Corporation ("El Paso Energy") is a corporation organized
under the laws of the State of Delaware. El Paso Energy's principal business
address and office is located at 1001 Louisiana Street, Houston, Texas 77002.
The principal business of El Paso Energy 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
Energy is set forth on Schedule 1 hereto.
El Paso Field Services Company ("El Paso Field Services") is a corporation
organized under the laws of the State of Delaware. El Paso Field Services'
principal business address and office is located at 1001 Louisiana Street,
Houston, Texas 77002. The principal business of El Paso Field Services is
natural gas gathering and processing and intrastate gas transmission. Current
information concerning the controlling person and executive officers and
directors of El Paso Field Services is set forth on Schedule 1 hereto. The
controlling person of El Paso Field Services is El Paso Energy.
As used herein, the "EnCap Entities" shall collectively refer to Energy
PLC, EnCap 96 LP, EnCap 94 LP, and EF-II Holdings.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby supplemented as follows:
On May 2, 2000: (i) the Issuer issued a new series of preferred stock to a
group of purchasers, including EnCap 96 LP, Energy PLC, El Paso Capital and
EnCap Investments; (ii) Issuer acquired the limited partnership interests of
EnCap 94 LP, EnCap 96 LP and Energy PLC in seven separate limited partnerships
for shares of the new series of preferred stock; (iii) the Issuer acquired
certain oil and gas properties from a limited partnership in which EnCap 96 LP
and Energy PLC are limited partners for shares of the new series of preferred
stock; and (iv) the Issuer issued, and EnCap 96 LP, El Paso Capital and Energy
PLC purchased an aggregate of $17,000,000 in new subordinated debt. EnCap 96 LP,
El Paso Capital and Energy PLC also received warrants to purchase Common Stock
in connection with the issuance and purchase of the new subordinated debt.
a. Preferred Stock Purchase Agreement.
On May 2, 2000, the Issuer closed a transaction pursuant to which it issued
and sold to Bank of America, N.A. ("B of A"), EnCap 96 LP, Energy PLC, El Paso
Capital, EF-II Holdings, Picosa Creek Limited Partnership and EnCap Investments
850,163 shares of a newly created class of Series A Convertible Preferred Stock,
par value $0.001 per share ("Preferred Stock"), pursuant to a Preferred Stock
Purchase Agreement dated May 1, 2000 (the "Preferred Stock Agreement"), by and
among Issuer and the above referenced parties for an aggregate purchase price of
$42,508,150.
The holders of the Preferred Stock are entitled to receive dividends at the
rate of $5.00 per annum per share of Preferred Stock, payable on each May 1 and
November 1, beginning November 1, 2000. Until May 1, 2002, the Issuer may at its
option pay any such accrued but unpaid dividends by converting them into the
number of fully paid and nonassessable shares of Preferred Stock resulting from
dividing the fair market value of a share of Preferred Stock (as determined in
accordance with the Certificate of Designation filed by the Issuer in respect of
the Preferred Stock) into the aggregate of all such accrued or unpaid dividends.
The holders of the Preferred Stock have certain rights to convert shares of
Preferred Stock into shares of Common Stock as detailed more specifically in the
Certificate of Designation. Each share shall be convertible into such number of
fully paid and nonassessable shares of Common Stock as is determined by dividing
the "Conversion Price" (as herein called) per share in effect at the time
(initially, $0.13 per share, subject to standard antidilution adjustments) into
the sum of (i) $50.00 (as adjusted for any stock splits, stock dividends, etc.)
plus (ii) all accrued but unpaid dividends on the Preferred Stock so converted.
In connection
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therewith, the Certificate of Designation provides that each share of Preferred
Stock is automatically convertible into shares of Common Stock upon the
occurrence of the Issuer's sale of $17,000,000 or more of subordinated debt
having substantially the following terms: a stated interest rate of 12% (with a
two year payment in kind option), a stated maturity of seven years and
accompanied by warrants having a nominal exercise price and market standard
antidilution provisions which are exercisable into 5% of the post transaction
fully diluted common equity of Issuer. By virtue of the issuance by the Issuer
of new subordinated debt on May 2, 2000 (as described more specifically below
under "Subordinated Debt"), the foregoing described conversion event has
occurred. However, the Issuer does not have at present a sufficient number of
shares of Common Stock available under its Certificate of Incorporation to
permit the fully conversion of the Preferred Stock. The Issuer has agreed to
amend its Certificate of Incorporation to increase the number of shares of
authorized Common Stock to permit the full conversion of the Preferred Stock no
later than September 30, 2000.
The holder of each share of Preferred Stock has the right to one vote for
each share of Common Stock into which such Preferred Stock would then be
converted, and with respect to such vote, such holder (i) shall have full voting
rights and powers equal to the voting rights and powers of the holders of the
Common Stock, (ii) shall be entitled to notice of any stockholders' meeting in
accordance with the bylaws of the Issuer and (iii) shall be entitled to vote,
together with the holders of the Common Stock, with respect to any question upon
which holders of Common Stock have the right to vote. Upon the occurrence of
certain Events of Default (as referenced in the Certificate of Designation), for
so long as a majority of the shares of the Preferred Stock originally issued are
outstanding, the holders of a majority of the shares of Preferred Stock then
outstanding shall be entitled to elect at least a majority of the directors of
Issuer.
At the closing of the transactions under the Preferred Stock Agreement,
EnCap 96 LP and Energy PLC purchased an aggregate 226,203 shares of Preferred
Stock in exchange for the concurrent conversion of the First Subordinated Notes
which had an aggregate outstanding balance of principal and accrued interest of
$11,310,150.
At the closing of the transactions under the Preferred Stock Agreement,
EF-II, Picosa Creek Limited Partnership, EnCap 96 LP and Energy PLC purchased an
aggregate of 134,768 shares of Preferred Stock in exchange for the concurrent
conversion of those certain 10% Subordinated Notes Due 2005 dated as of December
21, 1999, with an aggregate outstanding balance of principal and accrued
interest of $6,738,400, payable by the Issuer to the foregoing parties or their
respective predecessors.
At the closing, in payment of a $2,500,000 fee owned by Issuer to EnCap
Investments under that certain letter agreement dated December 20, 1999, by and
between Issuer and EnCap Investments, Issuer issued 50,000 shares of Preferred
Stock in full and complete satisfaction of such fee.
At the closing, El Paso Capital purchased 54,063 shares of Preferred Stock
in exchange for the concurrent payment of $2,703,150. The source of funds used
by El Paso Capital to make such purchase was from working capital of El Paso
Capital. No part of the purchase price will be represented by funds or other
consideration borrowed or otherwise obtained for the purpose of acquiring,
holding, trading or voting the securities.
At the closing, B of A transferred to El Paso Capital 145,927 shares of
Preferred Stock that B of A purchased from Issuer in exchange for the concurrent
conversion by B of A of certain loan indebtedness owed by Issuer to B of A.
Pursuant to certain agreements between B of A and El Paso Capital, El Paso
Capital had acquired participation interests in certain of the above described
loan indebtedness; the transfer by B of A to El Paso Energy was tendered in
satisfaction of such participation interests.
b. Purchase and Sale of Partnership Interests and Oil and Gas Properties.
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EnCap 96 LP and the Issuer entered into a Purchase and Sale Agreement dated
April 30, 2000 (the "EnCap 96 LP Agreement"). At the closing of the transactions
contemplated under the EnCap 96 LP Agreement on May 2, 2000, EnCap 96 LP
transferred and assigned to AROC (Texas), Inc., a wholly-owned subsidiary of the
Issuer ("AROC Texas"), in exchange for 363,825 shares of Preferred Stock, all of
EnCap 96 LP's respective interests as a limited partner in the following Texas
limited partnerships: Famcor Oil W.T., L.P. ("Famcor"); Pledger Partners, Ltd.
("Pledger"); St. Martinville Partners, Ltd. ("St. Martinville"); and
Wheel-Moore, Ltd. ("Wheel-Moore"). All of the foregoing limited partnerships,
save and except for St. Martinville, were in the process of liquidation. At
closing, AROC Texas received from each such limited partnership a liquidating
distribution constituting EnCap 96 LP's allocable share of such limited
partnership's oil and gas properties. AROC Texas will also receive whatever else
in the way of cash or property that may be hereafter be distributed by such
limited partnerships and attributable to the limited partnership interests so
acquired from EnCap 96 LP. St. Martinville remains in existence. However, at
closing a wholly-owned subsidiary of the Issuer became the substituted general
partner of St. Martinville; thus, St. Martinville has become a wholly-owned
subsidiary of Issuer.
Energy PLC, Energy PLC Corporation, a wholly-owned subsidiary of Energy PLC
("Energy PLC Corp."), and Issuer entered into a Purchase and Sale Agreement
dated April 30, 2000 (the "Energy PLC Agreement"). At the closing of the
transactions contemplated under the Energy PLC Agreement on May 2, 2000, Energy
PLC and Energy PLC Corp. transferred and assigned to AROC Texas in exchange for
227,962 shares of Preferred Stock, all of Energy PLC's and Energy PLC Corp.'s
respective interests as a limited partner in the following Texas limited
partnerships: Famcor, Pledger, RM Acquisition-I Limited Partnership ("RM"), SE
Share, L.P. ("SE Share"), St. Martinville, Tanqueray Limited Partnership
("Tanqueray"), and Wheel-Moore. All of the foregoing limited partnerships, save
and except for RM Acquisition, SE Share and St. Martinville, were in the process
of liquidation. At closing, AROC Texas received from each such limited
partnership a liquidating distribution constituting Energy PLC's or Energy PLC
Corp.'s allocable share of such limited partnership's oil and gas properties.
Issuer Texas will also receive whatever else in the way of cash or property that
may be hereafter be distributed by such limited partnerships and attributable to
the limited partnership interests so acquired from Energy PLC or Energy PLC
Corp. St. Martinville remains in existence. However, at closing a wholly-owned
subsidiary of Issuer became the substituted general partner of St. Martinville;
thus, St. Martinville has become a wholly-owned subsidiary of Issuer. RM
Acquisition and SE Share remain in existence and Issuer will be entitled to
hereafter receive all cash or other distributions made by such limited
partnerships and attributable to the limited partnership interests therein so
acquired from Energy PLC or Energy PLC Corp.
EnCap 94 LP and Issuer entered into a Purchase and Sale Agreement dated
April 30, 2000 (the "EnCap 94 LP Agreement"). At the closing of the transactions
contemplated under the EnCap 94 LP Agreement on May 2, 2000, EnCap 94 LP
transferred and assigned to AROC Texas, in exchange for 135,713 shares of
Preferred Stock, all of EnCap 94 LP's respective interests as a limited partner
in the following Texas limited partnerships: RM, SE Share and Tanqueray.
Tanqueray was in the process of liquidation. At closing, AROC Texas received
from Tanqueray a liquidating distribution constituting EnCap 94 LP's allocable
share of such limited partnership's oil and gas properties. AROC Texas will also
receive whatever else in the way of cash or property that may be hereafter be
distributed by Tanqueray and attributable to the limited partnership interest so
acquired from EnCap 94 LP therein. RM Acquisition and SE Share remain in
existence and Issuer will be entitled to hereafter receive all cash or other
distributions made by such limited partnerships and attributable to the limited
partnership interests therein so acquired from EnCap 94 LP.
Mountaineer Limited Partnership ("Mountaineer") and Issuer entered into a
Purchase and Sale Agreement dated April 30, 2000 (the "Mountaineer Agreement").
At the closing of the transactions contemplated under the Mountaineer Agreement,
Mountaineer transferred and assigned certain oil and gas properties to AROC
Texas in exchange for 202,640 shares of Preferred Stock. EnCap 96 LP and Energy
PLC are limited partners of Mountaineer and received a distribution from
Mountaineer of 144,375 and 48,125 shares of Preferred Stock, respectively.
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c. Subordinated Debt Agreement.
EnCap 96 LP, Energy PLC, El Paso Capital and the Issuer entered into a
Purchase Agreement dated May 1, 2000 (the "Subordinated Debt Agreement"). At the
closing of the transactions contemplated under the Subordinated Debt Agreement
on May 2, 2000, Issuer issued, and EnCap 96 LP, Energy PLC and El Paso Capital
purchased, (i) Issuer's 12% Subordinated Notes due 2007 (the "Notes") in the
aggregate principal amount of $17,000,000 and (ii) warrants to purchase
39,541,233 shares of Common Stock. Among the purchasers, EnCap 96 LP purchased
for $9,000,000 cash Subordinated Notes in the principal amount of $9,000,000 and
warrants to purchase 20,933,594 shares of Common Stock; Energy PLC purchased for
$3,000,000 cash Subordinated Notes in the principal amount of $3,000,000 and
warrants to purchase 6,977,865 shares of Common Stock; and El Paso Capital
purchased for $5,000,000 cash Subordinated Notes in the principal amount of
$5,000,000 and warrants to purchase 11,629,774 shares of Common Stock. The
source of funds for each entities was from working capital. The warrants are
exercisable after December 31, 2000 and have an exercise price of $0.01 per
share.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended and restated as follows:
The reporting persons acquired the securities covered by this statement for
investment purposes. By virtue of the transactions consummated on May 2, 2000
and described herein, the reporting persons have acquired a controlling interest
in the Issuer. Although no agreement was entered into by the reporting persons
and the Issuer, it is nonetheless the intention of the reporting persons that
representatives of, or persons acceptable to, the reporting persons will become
a majority of the board of directors within a relatively short period of time.
The reporting persons intend to monitor their investment in the Issuer on a
continuing basis in the ordinary course of business and, depending upon the
price of, and other market conditions relating to the Common Stock, subsequent
developments in the Issuer, the Issuer's business and prospects, general stock
market and economic conditions, tax considerations and other factors deemed
relevant, may decide to increase or decrease the size of their investment in the
Issuer.
Given the size of the reporting persons' interest in the Issuer and other
salient factors, representatives of the reporting persons have had discussions
with senior management of the Issuer as to whether Issuer should engage in a
transaction that would result in the Issuer's Common Stock becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act. On August
16, 2000, Issuer announced that its senior management had proposed to its board
of directors that the board consider a transaction to acquire for cash, in an
amount to be determined by the board, all of the shares of its common stock held
by persons other than Issuer's largest stockholders.
Except as otherwise set forth above, the reporting persons have no present
plan or proposal that relates to or that would otherwise result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However,
the reporting persons reserve the right to formulate specific plans or proposals
with respect to, or to change their intentions regarding, any or all of the
foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated as follows:
(a) Energy PLC. Energy PLC is the beneficial owner of 136,583,462 shares of
Common Stock on an as converted basis and may be deemed the beneficial owner of
an additional 14,399,615 shares of Common
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Stock, on an as converted basis, directly owned by EF-II Holdings by virtue of
being a member of EF-II Holdings. Based on the 55,278,837 shares of Common Stock
issued and outstanding as of July 15, 2000, as disclosed in the Issuer's Annual
Report on Form 10-K for the year ended April 30, 2000, Energy PLC may be deemed
the beneficial owner of approximately 73.2% of the outstanding Common Stock.
Energy PLC disclaims beneficial ownership of shares of Common Stock owned by
EF-II Holdings.
EnCap 96 LP. EnCap 96 LP is the beneficial owner of 286,649,231 shares
of Common Stock, on an as converted basis, and may be deemed to be the
beneficial owner of an additional 14,399,615 shares of Common Stock, on an as
converted basis, owned by EF-II Holdings. Based on the 55,278,837 shares of
Common Stock issued and outstanding as of July 15, 2000, as disclosed in the
Issuer's Annual Report on Form 10-K for the year ended April 30, 2000, EnCap 96
LP may be deemed to be the beneficial owner of approximately 84.5% of the
outstanding Common Stock. EnCap 96 LP disclaims beneficial ownership of shares
of Common Stock owned by EF-II Holdings.
EnCap Investments. EnCap Investments, by virtue of being the sole
general partner or controlling person of each such entity and as an investment
advisor of Energy PLC, may be deemed to be the beneficial owner of 489,829,616
shares of Common Stock collectively owned by the EnCap Entities. EnCap
Investments also owns 19,776,223 shares of Common Stock directly, giving EnCap
Investments a combined beneficial ownership of 509,605,839 shares of Common
Stock on an as converted basis. Based on the 55,278,837 shares of Common Stock
issued and outstanding as of July 15, 2000, as disclosed in the Issuer's Annual
Report on Form 10-K for the year ended April 30, 2000, EnCap Investments may be
deemed to be the beneficial owner of approximately 90.2% of the outstanding
Common Stock. EnCap Investments disclaims beneficial ownership of shares of
Common Stock owned by the EnCap Entities.
EnCap 94 LP. EnCap 94 LP is the beneficial owner of 52,197,300 shares
of Common Stock on an as converted basis. Based on the 55,278,837 shares of
Common Stock issued and outstanding as of July 15, 2000, as disclosed in the
Issuer's Annual Report on Form 10-K for the year ended April 30, 2000, EnCap 94
LP is the beneficial owner of approximately 48.6% of the outstanding Common
Stock.
El Paso Capital. El Paso Capital is the beneficial owner of 76,923,077
shares of Common Stock on an as converted basis. Based on the 55,278,837 shares
of Common Stock issued and outstanding as of July 15, 2000, as disclosed in the
Issuer's Annual Report on Form 10-K for the year ended April 30, 2000, El Paso
Capital is the beneficial owner of approximately 58.2% of the outstanding Common
Stock.
EF-II Holdings. EF-II Holdings is the beneficial owner of 14,299,615
shares of Common Stock on an as converted basis. Based on the 55,278,837 shares
of Common Stock issued and outstanding as of July 15, 2000, as disclosed in the
Issuer's Annual Report on Form 10-K for the year ended April 30, 2000, EF-II
Holdings is the beneficial owner of approximately 20.6% of the outstanding
Common Stock.
El Paso Energy and El Paso Field Services. El Paso Energy may be deemed
to be the beneficial owner of the shares of Common Stock owned by El Paso
Capital (by virtue of being the controlling person of El Paso Capital). In
addition, El Paso Energy and El Paso Field Services may be deemed bo be the
beneficial owner of the shares of Common Stock owned or deemed to be owned by
EnCap Investments (by virtue of being controlling persons of EnCap Investments).
El Paso Energy and El Paso Field Services disclaim beneficial ownership of the
shares of Common Stock owned by El Paso Capital and by the EnCap Entities.
Executive Officers and Directors. Except as otherwise described herein,
to the knowledge of each of the filing persons, none of the executive officers
and directors of Energy PLC or the managing directors of EnCap Investments named
in Item 2 is the beneficial owner of any shares of Common Stock.
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(b) Energy PLC. Pursuant to the Investment Agreement, Energy PLC shares the
power to vote or direct the vote and to dispose or direct the disposition of
136,583,462 shares with EnCap Investments. Energy PLC may be deemed to have the
power to vote or direct the vote and to dispose or direct the disposition of
14,399,615 shares held by EF-II Holdings by virtue of being a member of EF-II
Holdings. Energy PLC disclaims beneficial ownership of any shares owned by EF-II
Holdings.
EnCap 96 LP. EnCap 96 LP has the sole power to vote or direct the vote
and to dispose or direct the disposition of 301,048,846 shares through its
general partner EnCap Investments. EnCap 96 LP may be deemed to have the power
to vote or direct the vote and to dispose or direct the disposition of
14,399,615 shares held by EF-II Holdings by virtue of being a member of EF-II
Holdings. EnCap 96 LP disclaims beneficial ownership of any shares owned by
EF-II Holdings.
EnCap 94 LP. EnCap 94 LP has the sole power to vote or direct the vote
and to dispose or direct the disposition of 52,197,308 shares through its
general partner, EnCap Investments.
EnCap Investments. EnCap Investments has the sole power to vote and to
dispose or direct the disposition of 19,776,223 shares of Common Stock. EnCap
Investments may be deemed to have the power to vote and direct the vote or to
dispose or direct the disposition of 489,829,616 shares collectively owned by
the EnCap Entities (by virtue of being the general partner or controlling person
of each such entity). EnCap Investments disclaims beneficial ownership of any
shares owned by the EnCap entities.
EF-II Holdings. EF-II Holdings has the sole power to vote and direct
the vote or to dispose or direct the disposition of 14,399,615 shares of Common
Stock through its members, Energy PLC and EnCap 96 LP.
El Paso Capital. El Paso Capital has the sole power to vote and direct
the vote or to dispose or direct the disposition of 76,923,077 shares of Common
Stock through its controlling person, El Paso Energy.
El Paso Energy and El Paso Field Services. El Paso Energy, by virtue of
being the controlling person of El Paso Field Capital may be deemed to have the
power to vote and direct the vote or to dispose or direct the disposition of
shares of Common Stock owned by El Paso Capital. In addition, El Paso Energy and
El Paso Field Services may be deemed to have the power to vote or direct the
vote or to dispose or direct the disposition of shares of Common Stock owned or
deemed to be owned by EnCap Investments by virtue of being the controlling
person of EnCap Investments.
Executive Officers and Directors. No executive officer or director of
Energy PLC, El Paso Field Services, or El Paso Energy, or managing director of
EnCap Investments, EF-II Holdings, or El Paso Capital 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 each of the filing persons, none of the persons named in
response to paragraph (a) above has effected any transaction in the Common Stock
during the past 60 days.
(d) Except as otherwise described herein, no person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock deemed to be beneficially owned by them.
(e) It is inapplicable for the purposes herein to state the date on which a
party ceased to be the owner of more than five percent (5%) of the Common Stock.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER.
Except as disclosed in this Schedule 13D 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 Common
Stock deemed to be beneficially owned by the reporting persons.
Energy PLC, EnCap 96 LP, EnCap 94 LP, EnCap Investments, El Paso
Capital, and the Issuer entered into a Second Amended and Restated Registration
Rights Agreement dated May 2, 2000 (the "Restated Registration Rights
Agreement"), pursuant to which the Issuer agreed to use its best efforts to
effect a registration statement with the Securities and Exchange Commission
covering the Registrable Securities, as defined by the Restated Registration
Rights Agreement, upon request of Energy PLC, EnCap 96 LP, EnCap 94 LP, EnCap
Investments, or El Paso Capital (a "Demand Request"), up to a maximum of two
such Demand Requests. The Issuer also agreed to register any Registrable
Securities in conjunction with any registration of its securities, subject to
certain restrictions, upon request (a "Piggyback Registration").
EnCap Investments, as the general partner of EnCap 96 LP and EnCap 94
LP, is a party to the Agreement of Limited Partnership of EnCap 96 LP and the
Agreement of Limited Partnership of EnCap 94 LP, and is a party to the
Investment Agreement dated whereby EnCap Investments acts as an investment
advisor to Energy PLC.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Joint Filing Agreement dated August 31, 2000, between
Energy PLC, EnCap 96 LP, EnCap 94 LP, EnCap Investments,
and El Paso Capital.
Exhibit 10.1 - Purchase Agreement dated October 20, 1998, between
Alliance Resources PLC, EnCap Equity 1996 Limited
Partnership and Energy Capital Investment Company PLC
(incorporated by reference to Exhibit 4.1 of Schedule
13D of Alliance Resources PLC filed October 30, 1998).
Exhibit 10.2 - Preferred Stock Agreement dated May 1, 2000 by and among
AROC Inc. and Bank of America, N.A., EnCap Equity 1996
Limited Partnership, Energy Capital Investment Company
PLC, El Paso Capital Investments, L.L.C., EF-II
Holdings, LLC, Picosa Creek Limited Partnership, and
EnCap Investments L.L.C.
Exhibit 10.3 - Registration Rights Agreement dated October 30, 1998,
between Alliance Resources PLC, EnCap Equity 1996
Limited Partnership, Energy Capital Investment Company
PLC and EnCap Investments L.L.C. (incorporated by
reference to Exhibit 4.2 of Schedule 13D of Alliance
Resources PLC filed October 30, 1998).
Exhibit 10.4 - Second Amended and Restated Registration Rights
Agreement dated May 2, 2000, between AROC Inc., EnCap
Equity 1996 Limited Partnership, Energy Capital
Investment Company PLC, EnCap Equity 1994 Limited
Partnership, EnCap Investments L.L.C., and El Paso
Capital Investments, L.L.C.
Exhibit 10.5 - Investment Advisory Agreement dated February 4, 1994
(incorporated by reference to Exhibit 4.3 of Schedule
13D of Alliance Resources PLC filed October 30, 1998).
Exhibit 10.6 - Purchase and Sale Agreement dated April 30, 2000 between
EnCap Equity 1996 Limited Partnership and AROC Inc.
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Exhibit 10.6 - Purchase and Sale Agreement dated April 30, 2000 between
Energy Capital Investment Company PLC, ECIC Corporation,
a wholly-owned subsidiary of Energy Capital Investment
Company PLC, and AROC Inc.
Exhibit 10.7 - Purchase and Sale Agreement dated April 30, 2000 between
EnCap Equity 1994 Limited Partnership and AROC Inc.
Exhibit 10.8 - Purchase and Sale Agreement dated April 30, 2000 between
Mountaineer Limited Partnership and AROC Inc.
Exhibit 10.9 - Purchase Agreement dated May 1, 2000 between EnCap
Equity 1996 Limited Partnership, Energy Capital
Investment Company PLC, El Paso Capital Investments,
L.L.C. and AROC Inc.
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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: August 31, 2000 ENERGY CAPITAL INVESTMENT COMPANY PLC
By: /s/ GARY R. PETERSEN
------------------------------------------
Gary R. Petersen
Director
Date: August 31, 2000 ENCAP EQUITY 1996 LIMITED PARTNERSHIP
By: EnCap Investments L.L.C., General Partner
/s/ ROBERT L. ZORICH
---------------------------------------------
Robert L. Zorich
Managing Director
Date: August 31, 2000 ENCAP INVESTMENTS L.L.C.
/s/ ROBERT L. ZORICH
---------------------------------------------
Robert L. Zorich
Managing Director
Date: August 31, 2000 ENCAP EQUITY 1994 LIMITED PARTNERSHIP
By: EnCap Investments L.L.C., General Partner
/s/ ROBERT L. ZORICH
---------------------------------------------
Robert L. Zorich
Managing Director
Date: August 31, 2000 EL PASO CAPITAL INVESTMENTS, L.L.C.
By: /s/ JOHN L. HARRISON
------------------------------------------
John L. Harrison
Vice President and
Senior Managing Director
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
EXHIBIT 99.1 Joint Filing Agreement dated August 31, 2000, between
Energy PLC, EnCap 96 LP, EnCap 94 LP, EnCap Investments,
and El Paso Capital.
</TABLE>
