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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
DECEMBER 19, 1997
EXCO RESOURCES, INC.
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STATE OF TEXAS 0-9204 74-1492779
(STATE OF ORGANIZATION) (COMMISSION FILE NO.) (IRS EMPLOYER IDENTIFICATION NO.)
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5735 PINELAND DRIVE
SUITE 235
DALLAS, TEXAS 75231
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 368-2084
NO CHANGE
9400 NORTH CENTRAL EXPRESSWAY
SUITE 1209
DALLAS, TEXAS 75231
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 1. CHANGE IN CONTROL OF THE REGISTRANT
On December 19, 1997, Douglas H. Miller, an individual residing in
Dallas, Texas ("MILLER"), purchased (the "PURCHASE") 413,423 shares of Common
Stock, par value $0.01 per share (the "COMMON STOCK"), of EXCO Resources, Inc.,
a Texas corporation ("EXCO"). Miller is now the beneficial owner of
approximately 51% of the Common Stock of EXCO.
The Purchase was effected pursuant to the terms of a Stock Option
Agreement first dated December 8, 1997 among Miller, on the one hand, and
Richard D. Collins, Dave Fitzgerald, Inc., David N. Fitzgerald, Francis C.
Fitzgerald, W.R. Granberry, Glenn L. Seitz, Suzanne F. Bobo, J.A. Dinger, John
A. Schlensker, Donald C. Thomas, Jr. and R. Scott Collins (collectively, the
"SELLERS"), on the other (the "OPTION AGREEMENT"). In connection with the
Purchase, Miller paid the Sellers an aggregate of approximately $1,240,269 in
cash from personal funds.
The Sellers included members of EXCO's management and certain
affiliates. The consideration paid by Miller in connection with the Purchase
was determined by arms' length negotiations between Miller and the Sellers.
On December 18, 1997, Miller exercised his option to purchase the
shares. On December 19, 1997, Miller executed a Stock Purchase Agreement among
Miller, on the one hand, and certain Sellers, on the other (the "PURCHASE
AGREEMENT"). Pursuant to the terms of the Option Agreement and the Purchase
Agreement, the Purchase was consummated December 19, 1997.
In addition, on December 19, 1997, the Board of Directors of EXCO held
a meeting at which time the resignations of various officers and directors of
EXCO were tendered and accepted. The Board appointed Miller as a Director and
then elected him Chairman and Chief Executive Officer of EXCO. The Board also
appointed Mr. T.W. Eubank to the Board of Directors and elected him President,
Treasurer and Chief Financial Officer of EXCO. Mr. Dave N. Fitzgerald resigned
as Chairman of the Board of EXCO, Mr. Charles W. Gleeson resigned as President
and Chief Executive Officer of EXCO, Mr. Glenn L. Seitz resigned as a Director
and Treasurer of EXCO, Mr. Richard D. Collins resigned as a Director and
Secretary of EXCO and Mr. William R. Granberry resigned as a Director of EXCO.
Mr. Richard Miller was elected Secretary of EXCO. Mr. Fitzgerald and Gleeson
will remain as Directors of EXCO. It is anticipated that the vacancy on the
Board will be filled as soon as possible by a designee of Miller.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
EXCO RESOURCES, INC.
By: /s/ Douglas H. Miller
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Name: DOUGLAS H. MILLER
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Title: Chairman and Chief Executive Officer
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