<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
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)
F. FOX BENTON, JR.
MPAC ENERGY, LLC
13101 NORTHWEST FREEWAY, SUITE 320
HOUSTON, TEXAS 77040
(713) 659-6100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
AUGUST 11, 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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 02932010
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MPAC Energy, LLC
--------------------------------------------------------------------------------
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
MPAC Energy, LLC is a limited liability company formed under the laws of
state of Texas
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 586,528,916
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
586,528,916
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
586,528,916
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.7%(1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
(1) 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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<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
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.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c)
MPAC Energy, LLC ("MPAC") is a limited liability company organized under
the laws of the State of Texas. MPAC's principal business address and office is
located at 3101 Northwest Freeway, Suite 320 Houston, Texas 77040. The principal
business of MPAC is engaging in oil and gas related investments. The controlling
members of MPAC are EnCap Equity 1996 Limited Partnership ("EnCap 96 LP"), a
Texas limited partnership, EnCap Equity 1994 limited partnership ("EnCap 94
LP"), a Texas limited partnership, Energy Capital Investment Company, PLC
("Energy PLC"), a company organized and existing under the laws of England,
EF-II Holdings, L.L.C. ("EF-II"), a Texas limited liability company, EnCap
Investments L.L.C. ("EnCap Investments"), a Delaware limited liability company,
and El Paso Capital Investments, L.L.C. ("El Paso Capital"), a Delaware limited
liability company. The sole general partner of EnCap 96 LP and EnCap 94 LP is
EnCap Investments. The members of EF-II holdings are EnCap 96 LP and Energy PLC.
The sole member of EnCap Investments and El Paso Capital is El Paso Field
Services Company ("El Paso Field Services"), a Delaware corporation. The
controlling person of El Paso Field Services is El Paso Energy Corporation ("El
Paso Energy") Current information concerning the board of managers of MPAC, the
officers and directors of Energy PLC, the managing directors of EnCap
Investments, the executive officers and directors of El Paso Energy, and the
executive officers and directors of El Paso Field Services is set forth on
Schedule 1.
(d) - (e)
See Schedule 1.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On August 11, 2000, each of EnCap 96 LP, EnCap 94 LP, Energy PLC, EF-II,
EnCap Investments and El Paso Capital contributed and assigned equity securities
in Issuer held by it to MPAC in exchange for a membership interest in MPAC.
ITEM 4. PURPOSE OF TRANSACTION.
The reporting person acquired the securities covered by this statement for
investment purposes. The reporting person has acquired a controlling interest in
the Issuer. Although no agreement has been entered into by the reporting person
and the Issuer with respect to board representation, it is nonetheless the
intention of the reporting person that representatives of, or persons acceptable
to, the reporting person will become a majority of the board of directors within
a relatively short period of time.
The reporting person intends to monitor its 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 person's interest in the Issuer and other
salient factors, representatives of
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<PAGE> 4
the reporting person 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 person has 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 person reserves the right to formulate specific plans or proposals
with respect to, or to change its intentions regarding, any or all of the
foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) MPAC is the beneficial owner of 586,528,916 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, MPAC may be deemed the beneficial
owner of approximately 93.7% of the outstanding Common Stock.
Board of Managers and Controlling Members. Except as otherwise
described herein, to the knowledge of the filing person, none of the controlling
members or members of the board of managers of MPAC named in Item 2 is the
beneficial owner of any shares of Common Stock.
(b) MPAC has the sole power to vote and direct the vote or to dispose or
direct the disposition of 586,528,916 shares of Common Stock.
Board of Managers and Controlling Members. No controlling member or
member of the board of managers of MPAC has the sole power to vote or direct the
vote or dispose or direct the disposition of any shares of Common Stock.
(c) On August 11, 2000, F. Fox Benton, Jr. transferred 10,400,000 shares
of the Issuer's Convertible Restricted Voting Stock, $0.001 par value per share
("Restricted Stock") to MPAC in exchange for a membership interest in MPAC. F.
Fox Benton, Jr.'s wife and children also exchanged an additional 9,600,000
shares of Restricted Stock for a membership interest in MPAC. Except as
otherwise described herein or in any Exhibit filed herewith and to the knowledge
of each of the filing persons, none of the other 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.
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.
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<PAGE> 5
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
There is no material to be filed as Exhibits.
Page 5
<PAGE> 6
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: October 11, 2000 MPAC ENERGY, LLC
By: /s/ F. Fox Benton, Jr.
-------------------------
F. Fox Benton, Jr.
President
<PAGE> 7
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 members of the board of
managers of MPAC, (ii) the executive officers and directors of Energy PLC, (iii)
the managing directors of EnCap Investments, (iv) the directors and executive
officers of El Paso Capital, (v) the directors and officers of El Paso Field
Services, and (vi) the directors and officers of El Paso Energy, are set forth
below:
<TABLE>
<CAPTION>
Name, Principal Business Address of
Organization in which Principal
Name and Capacity in Which Principal Occupation
Business Address Serves Occupation is Conducted
---------------- ------ ---------- ------------
<S> <C> <C> <C>
(i) MPAC Energy, LLC
Gary R. Petersen Manager Managing Director EnCap Investments L.L.C.
1100 Louisiana MPAC Energy, LLC EnCap Investments 1100 Louisiana
Suite 3150 L.L.C. Suite 3150
Houston, TX 77002 Houston, Texas 77002
F. Fox Benton, Jr. President and President and MPAC Energy, LLC
13101 Northwest Freeway, Manager Manager MPAC Energy, 13101 Northwest Freeway, Suite 320
Suite 320 MPAC Energy, LLC LLC Houston, Texas 77040
Houston, TX 77040
Robert L. Zorich Manager Managing Director EnCap Investments L.L.C.
1100 Louisiana MPAC Energy, LLC EnCap Investments 1100 Louisiana, Suite 3150
Suite 3150 L.L.C. Houston, TX 77002
Houston, TX 77002
</TABLE>
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<PAGE> 8
<TABLE>
<CAPTION>
Name, Principal Business Address of
Organization in which Principal
Name and Capacity in Which Principal Occupation
Business Address Serves Occupation is Conducted
---------------- ------ ---------- ------------
<S> <C> <C> <C>
(ii) Energy Capital Investment Company PLC.
Peter C. Tudball C.B.E. Director Non-executive Energy Capital Investment Company PLC
Casu Investments Ltd. Energy Capital Director of various c/o Aberdeen Asset Management, 1
London House Investment Company companies Bow Churchyard, Cheapside, London
53-54 Haymarket PLC EC4M 9HH, England
London SW1Y 4RP
Leo G. Deschuyteneer Director of Energy Executive Director Sofina SA
38 Rue de Naples Capital Investment of Sofina SA 38 Rue de Naples
B-1050 Company PLC B-1050
Brussels, Belgium Brussels
Alan B. Henderson Director of Energy Chairman of Ranger Ranger Oil (UK) Ltd.
Ranger House Capital Investment Oil (UK) Ltd. Ranger House
Walnut Tree Close Company PLC Walnut Tree Close
Guildford, Surrey Guildford, Surrey
GU1 4HS GU1 4HS
James F. Ladner Director of Energy Executive Director RP & C International
Gartenstrasse 10 Capital Investment of RP & C Gartenstrasse 10
CH-8002 Company PLC International CH-8002
Zurich, Switzerland Zurich, Switzerland
Gary R. Petersen Director Managing Director EnCap Investments L.L.C.
1100 Louisiana Energy Capital EnCap Investments 1100 Louisiana
Suite 3150 Investment Company L.L.C. Suite 3150
Houston, TX 77002 PLC Houston, Texas 77002
William W. Vanderfelt Director Managing Partner of Petercam S.A.
19 Place Sainte-Gudule Energy Capital Petercam S.A. 19 Place Sainte-Gudule
B-1000 Investment Company B-1000
Brussels, Belguim PLC Brussels, Belguim
</TABLE>
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<PAGE> 9
<TABLE>
<CAPTION>
Name, Principal Business Address of
Organization in which Principal
Name and Capacity in Which Principal Occupation
Business Address Serves Occupation is Conducted
---------------- ------ ---------- ------------
<S> <C> <C> <C>
(iii) EnCap Investments L.L.C.
David B. Miller Managing Director Managing Director EnCap Investments L.L.C.
1100 Louisiana EnCap Investments EnCap Investments 1100 Louisiana, Suite 3150
Suite 3150 L.L.C. L.L.C. Houston, TX 77002
Houston, TX 77002
Gary R. Petersen Managing Director Managing Director EnCap Investments L.L.C.
1100 Louisiana EnCap Investments EnCap Investments 1100 Louisiana, Suite 3150
Suite 3150 L.L.C. L.L.C. Houston, TX 77002
Houston, TX 77002
D. Martin Phillips Managing Director Managing Director EnCap Investments L.L.C.
1100 Louisiana EnCap Investments EnCap Investments 1100 Louisiana, Suite 3150
Suite 3150 L.L.C. L.L.C. Houston, TX 77002
Houston, TX 77002
Robert L. Zorich Managing Director Managing Director EnCap Investments L.L.C.
3811 Turtle Creek Blvd. EnCap Investments EnCap Investments 3811 Turtle Creek Blvd.,
Suite 1080 L.L.C. L.L.C. Suite 1080
Dallas, TX 75219 Dallas, Texas 75219
</TABLE>
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<PAGE> 10
<TABLE>
<CAPTION>
Name, Principal Business Address of
Name and Capacity in Which Principal Organization in which Principal Occupation
Business Address Serves Occupation is Conducted
---------------- ------ ---------- ------------
<S> <C> <C> <C>
(iv) El Paso Capital Investments, L.L.C.
Clark C. Smith President President of El Paso El Paso Merchant Energy Group, L.L.C.
1001 Louisiana Street Merchant Energy Group, L.L.C. 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
Timothy D Bourn Vice President Vice President and Senior El Paso Merchant Energy Group, L.L.C.
1001 Louisiana Street and Senior Managing Director of El Paso 1001 Louisiana Street
Houston, Texas 77002 Managing Director Merchant Energy Group, L.L.C. Houston, Texas 77002
Kathleen M. Eisbrenner Vice President Vice President and Senior El Paso Merchant Energy Group, L.L.C.,
1001 Louisiana Street and Senior Managing Director of El Paso L.L.C.
Houston, Texas 77002 Managing Director Merchant Energy Group, L.L.C. 1001 Louisiana Street
Houston, Texas 77002
John L. Harrison Vice President Vice President and Senior El Paso Merchant Energy Group, L.L.C.,
1001 Louisiana Street and Senior Managing Director of El Paso L.L.C.
Houston, Texas 77002 Managing Director Merchant Energy Group, L.L.C. 1001 Louisiana Street
Houston, Texas 77002
Larry M. Kellerman Vice President Vice President and Senior El Paso Merchant Energy Group, L.L.C.
1001 Louisiana Street and Senior Managing Director of El Paso 1001 Louisiana Street
Houston, Texas 77002 Managing Director Merchant Energy Group, L.L.C. Houston, Texas 7700
Cecilia T. Heilmann Vice President, Vice President, Managing El Paso Merchant Energy Group, L.L.C.
1001 Louisiana Street Managing Director, and Controller of 1001 Louisiana Street
Houston, Texas 77002 Director, and El Paso Merchant Energy Houston, Texas 7700
Controller Group, L.L.C.
</TABLE>
<TABLE>
<CAPTION>
Name, Principal Business Address of
Name and Capacity in Which Principal Organization in which Principal Occupation
Business Address Serves Occupation is Conducted
---------------- ------ ---------- ------------
<S> <C> <C> <C>
(v)El Paso Field Services Company
William A. Wise Director and Chairman Director and Chairman of the El Paso Energy Corporation
1001 Louisiana Street of the Board Board of El Paso Energy 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
Robert G. Philips Director and President Director and President of El El Paso Field Services Company
1001 Louisiana Street Paso Field Services 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
</TABLE>
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<PAGE> 11
<TABLE>
<S> <C> <C> <C>
H. Brent Austin Director and Executive Executive Vice President and El Paso Energy Corporation
1001 Louisiana Street Vice President Chief Financial Officer of El 1001 Louisiana Street
Houston, Texas 77002 Paso Energy Houston, Texas 77002
Joel Richards III Executive Vice President Executive Vice President of El El Paso Energy Corporation
1001 Louisiana Street Paso Energy 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
Britton White Jr. Executive Vice Executive Vice President and El Paso Energy Corporation
1001 Louisiana Street President, Law General Counsel of El Paso Energy 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
Jeffrey I. Beason Senior Vice President Senior Vice President and El Paso Energy Corporation
1001 Louisiana Street and Controller Controller of El Paso Energy 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
D. Mark Leland Senior Vice President Senior Vice President and Chief El Paso Field Services Company
1001 Louisiana Street and Chief Financial Financial Officer of El Paso 1001 Louisiana Street
Houston, Texas 77002 Officer Field Services Houston, Texas 77002
</TABLE>
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<PAGE> 12
<TABLE>
<CAPTION>
Name, Principal Business Address of
Name and Capacity in Which Principal Organization in which Principal Occupation
Business Address Serves Occupation is Conducted
---------------- ------ ---------- ------------
<S> <C> <C> <C>
(vi) El Paso Energy Corporation
William A. Wise President, Chief Director, President, El Paso Energy Corporation
1001 Louisiana Street Executive Officer, and Chief Executive 1001 Louisiana Street
Houston, Texas 77002 and Director Officer of El Paso Houston, Texas 77002
Energy
H. Brent Austin Executive Vice Executive Vice El Paso Energy 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 Energy
Ralph Eads Executive Vice Executive Vice El Paso Energy Corporation
1001 Louisiana Street President President, Production, 1001 Louisiana Street
Houston, Texas 77002 Power, and Gas Group of Houston, Texas 77002
El Paso Energy
Joel Richards III Executive Vice Executive Vice El Paso Energy Corporation
1001 Louisiana Street President President, Human 1001 Louisiana Street
Houston, Texas 77002 Resources and Houston, Texas 77002
Administration of El
Paso Energy
William A. Smith Executive Vice Executive Vice El Paso Energy Corporation
1001 Louisiana Street President President, Business 1001 Louisiana Street
Houston, Texas 77002 Development of El Paso Houston, Texas 77002
Energy
John W. Somerhalder II Executive Vice Executive Vice El Paso Energy Corporation
1001 Louisiana Street President President, Pipeline 1001 Louisiana Street
Houston, Texas 77002 Group of El Paso Energy Houston, Texas 77002
Britton White Jr. Executive Vice Executive Vice El Paso Energy Corporation
1001 Louisiana Street President and President and General 1001 Louisiana Street
Houston, Texas 77002 General Counsel Counsel of El Paso Houston, Texas 77002
Energy
Jeffrey I. Beason Senior Vice Senior Vice President El Paso Energy Corporation
1001 Louisiana Street President and and Controller of El 1001 Louisiana Street
Houston, Texas 77002 Controller Paso Energy Houston, Texas 77002
C. Dana Rice Senior Vice Senior Vice President El Paso Energy Corporation
1001 Louisiana Street President and and Treasurer of El 1001 Louisiana Street
Houston, Texas 77002 Treasurer Paso Energy Houston, Texas 77002
Patricia A. Shelton President of El President of El Paso El Paso Natural Gas Company
1001 Louisiana Street Paso Natural Gas Natural Gas Company 1001 Louisiana Street
Houston, Texas 77002 Company Houston, Texas 77002
</TABLE>
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<PAGE> 13
<TABLE>
<S> <C> <C> <C>
John D. Hushon President of El President of El Paso El Paso Energy International Company
1001 Louisiana Street Paso Energy Energy International 1001 Louisiana Street
Houston, Texas 77002 International Company Houston, Texas 77002
Company
Greg G. Jenkins President of El President of El Paso El Paso Global Networks Company
1001 Louisiana Street Paso Global Global Networks Company 1001 Louisiana Street
Houston, Texas 77002 Networks Company Houston, Texas 77002
Robert G. Phillips President of El President of El Paso El Paso Field Services Company
1001 Louisiana Street Paso Field Field Services Company 1001 Louisiana Street
Houston, Texas 77002 Services Company 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. President, El Paso President, El Paso El Paso Production Company
1001 Louisiana Street Production Company Production Company 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
Stephen C. Beasley President, President, Tennessee Tennessee Gas Pipeline Company
1001 Louisiana Street Tennessee Gas Gas Pipeline Company 1001 Louisiana Street
Houston, Texas 77002 Pipeline Company Houston, Texas 77002
Byron Allumbaugh Director Retired Chairman, 610 Newport Center Drive
610 Newport Center Drive, Ralphs Grocery Company Suite 210
Suite 210 Newport Beach, CA 92660
Newport Beach, CA 92660
Juan Carlos Braniff Director Vice Chairman, Universidad 1200, Col. XOCO
Universidad 1200, Col. XOCO Grupo Financiero Mexico, D.F.C.P. 03339
Mexico, D.F.C.P. 03339 Bancomer
James F. Gibbons Director Professor at Stanford Stanford University
Stanford University University School of Paul G. Allen Center for Integrated Systems
Paul G. Allen Center for Engineering Room 201 (Mail Stop 4075)
Integrated Systems Stanford, CA 94305
Room 201 (Mail Stop 4075)
Stanford, CA 94305
Ronald L. Kuehn, Jr. Chairman of the Chairman of the Board El Paso Energy Corporation
1001 Louisiana Street Board of El Paso Energy 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
Max L. Lukens Director Former President and 3415 Albans
3415 Albans Chief Executive Houston, Texas 77005
Houston, Texas 77005 Officer, Baker Hughes
Incorporated
</TABLE>
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<PAGE> 14
<TABLE>
<S> <C> <C> <C>
Ben F. Love Director Investor/Retired Chase Bank, Texas
600 Travis, 18th Floor Chairman and CEO, Chase Chase Tower
Houston, Texas 77002 Bank of Texas 600 Travis, 18th Floor
Houston, Texas 77002
Kenneth L. Smalley Director Retired President of 5 Queensview Court
5 Queensview Court Phillips 66 Natural Gas Dallas, Texas 75225
Dallas, Texas 75225 Company
Adrian M. Tocklin Director President and Chief Tocklin & Associates, Inc.
Tocklin & Associates, Inc. Executive Officer, 4961 Bocopa Lane South
4961 Bocopa Lane South Tocklin & Associates, #801 Islamorada
#801 Islamorada Inc. St. Petersburg, FL 33715
St. Petersburg, FL 33715
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
Selim K. Zilkha Director Investor 750 Lausanne Road
750 Lausanne Road Los Angeles, CA 90077
Los Angeles, CA 90077
</TABLE>
(d) None of MPAC, Energy PLC, EnCap 96 LP, EnCap 94 LP, EnCap Investments, El
Paso Capital, EF-II Holdings, El Paso Energy, El Paso Field Services, or any of
the individuals identified in this Schedule 1 has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of MPAC, Energy PLC, EnCap 96 LP, EnCap 94 LP, EnCap Investments, El
Paso Capital, EF-II Holdings, El Paso Energy, El Paso Field Services, or any of
the individuals identified in this Schedule 1 has, 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) Each of the individuals identified in this Schedule 1 is a citizen of the
United States of America, with the exception of (i) Peter C. Tudball, C.B.E.,
Alan B. Henderson, and William W. Vanderfelt who are all citizens of the United
Kingdom, (ii) Energy PLC which was formed under the laws of the United Kingdom,
(iii) Leo G. Deschuyteneer who is a citizen of Belguim, (iv) James F. Ladner who
is a citizen of Switzerland, and (v) Juan Carlos Braniff who is a citizen of
Mexico.
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