<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EXCO Resources, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
269279 10 5
----------------------------------------
(CUSIP Number)
William L. Boeing
Haynes and Boone, L.L.P.
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5553
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 9, 1997
- --------------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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
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
<TABLE>
<S> <C>
CUSIP No. 269279-10-5 Page 2 of 6 Pages
--- ---
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Douglas H. Miller / ###-##-####
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
2 (b) [ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
Douglas H. Miller - 413,423(1) (2)
-------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 0
OWNED BY -------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON Douglas H. Miller - 413,423(1) (2)
WITH -------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
0
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11
Douglas H. Miller - 413,423(1) (2)
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Douglas H. Miller - 51.3% (voting, dispositive)(1) (2)
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
Douglas H. Miller - IN
- --------------------------------------------------------------------------------
</TABLE>
(1) The Reporting Person has entered into a Stock Option Agreement with
various holders of outstanding Common Stock to acquire the shares
reported herein.
(2) The number reported does not include 2,000 shares of Common Stock owned
by The Miller's Children's Trust, a Trust created by the Reporting
Person. The Reporting Person is not the Trustee nor a beneficiary of The
Miller's Children's Trust.
<PAGE> 3
Item 1. Security and Issuer.
(a) Title of Class of
Equity Securities: Common Stock
(b) Name of Issuer: EXCO Resources, Inc.
(c) Address of Issuer's
Principal Executive
Offices:
9400 N. Central Expressway
Suite 1209
Dallas, Texas 75231
Item 2. Identity and Background.
(a) Name: Douglas H. Miller
(b) Residence or
Business Address: 7611 Glenshannon Circle
Dallas, Texas 75225
(c) Principal Business: Present principal occupation or
employment and the name, principal
business address of any
corporation in which such
employment is conducted: Investor.
(d) Criminal Convictions during the past five years: None.
(e) Whether, during the past five years, he was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject of 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: None.
(f) United States.
Item 3. Source and Amount of Funds or Other Consideration.
The options were granted to Mr. Miller as an inducement to Mr.
Miller to consummate the transactions contemplated by the
Stock Option Agreement first dated December 8, 1997 between
Douglas H. Miller, on the one hand, and the undersigned
Shareholders of EXCO Resources, Inc., a Texas corporation,
listed on Schedule A thereto, on the other.
- 3 -
<PAGE> 4
Item 4. Purpose of the Transaction.
The Reporting Person currently holds an option, granted by
certain holders of Common Stock, to purchase the shares of
Common Stock reported herein. The option must be exercised,
if at all, on or prior to December 18, 1997, and the shares
purchased on or before December 19, 1997. Upon completion of
due diligence, it would be the Reporting Person's intention to
acquire said shares on or before December 19, 1997. It is the
Reporting Person's current intention to have himself and two
other designees elected to the Issuer's Board of Directors to
replace three persons expected to resign at or after any
consummation of the purchase of the shares of Common Stock by
the Reporting Person. It is anticipated that the Reporting
Person will be named an officer of the Company. It is the
Reporting Person's current intention to grow the Issuer's
business within the oil and gas industry through leasing of
additional undeveloped properties, conducting drilling
operations thereon and the acquisition of proved reserves.
The Reporting Person further intends to assist the Issuer with
respect to the raising of additional capital including a
rights offering, offerings of capital stock or debt securities
or arranging bank financing to fund future expansion of the
Issuer's business.
Item 5. Interest in Securities of the Issuer.
(a) and (b): See Items 7 through 11 on the cover page of this Schedule 13D.
(c) Transactions effected during the past sixty days or since the
most recent filing on Schedule 13D: None.
(d) Rights of others known by the undersigned to receive or direct
the receipt of dividends from, or the proceeds from the sale
of, the securities: None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On or about December 8, and December 9, 1997, the Reporting
Person entered into a Stock Option Agreement with various
holders of Common Stock of the Issuer. Said Stock Option
Agreement gives the Reporting Person the right to acquire an
aggregate of 413,423 shares of Common Stock at a purchase
price of $3.00 per share at the Reporting Person's sole
election. If the Reporting Person exercises said option, it
is anticipated such transaction would close on or about
December 19, 1997. The Reporting Person currently intends to
enter into a Stock Purchase Agreement with certain of the
selling holders of Common Stock wherein such persons will make
certain representations and warranties with respect to the
Issuer and will agree to use their best efforts to cause
certain directors of the Company to elect the Reporting Person
and two of his designees to the Issuer's Board of Directors at
a future date.
- 4 -
<PAGE> 5
Item 7. Material to be Filed as Exhibits.
Stock Option Agreement dated December 8 and December 9, 1997,
among Douglas H. Miller, on the one hand, and the shareholders
of EXCO Resources, Inc. listed on Schedule A and Schedule B,
on the other.
- 5 -
<PAGE> 6
SIGNATURE
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.
Dated: December 18, 1997.
/s/ Douglas H. Miller
--------------------------------------
DOUGLAS H. MILLER
- 6 -
<PAGE> 7
EXHIBIT INDEX
EX. 99.A Stock Option Agreement
<PAGE> 1
EXHIBIT 99.A
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "AGREEMENT") is entered into by and
among Douglas H. Miller, a resident of Dallas, Texas ("MILLER"), on the one
hand, and the undersigned shareholders of Exco Resources, Inc., a Texas
corporation ("EXCO"), listed on Schedule A (the "SCHEDULE A HOLDERS") and
Schedule B hereto (the "SCHEDULE B HOLDERS" and collectively with the Schedule
A Holders, the "SHAREHOLDERS"), on the other hand.
RECITALS
WHEREAS, the Shareholders are the owners at the date hereof of the
issued and outstanding Common Stock, par value $0.01 per share (the "COMMON
STOCK"), of Exco set forth opposite their respective names on Schedule A or
Schedule B hereto; and
WHEREAS, as an inducement to Miller to undertake certain due diligence
actions and incur the significant costs necessary to consummate the
transactions contemplated by this Agreement, each of the Shareholders desire to
grant to Miller the Option (as defined below).
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein each of
Miller and the Shareholders agree as follows:
1. Grant of Option.
Subject to the terms and conditions set forth herein, each of the
Shareholders, severally and not jointly, grant to Miller an exclusive and
irrevocable option (the "OPTION") to acquire all of those shares of Common
Stock (the "OPTION SHARES") set forth opposite their name on Schedule A or
Schedule B hereto free and clear of any claims, liens, charges and encumbrances
of any kind whatsoever, including preemptive rights or similar rights of any
person ("LIENS") at an exercise price of $3.00 per Option Share (the "PURCHASE
PRICE"); provided, however, that said Option may only be exercised with respect
to all Option Shares covered by this Agreement. The determination of whether
such Option Shares shall be purchased from the Shareholders shall be made by
Miller as set forth in Section 2(b) below. Schedule A or Schedule B may be
unilaterally amended by Miller solely to reflect the addition of any new
Shareholders thereto who execute and return a counterpart signature page to
this Agreement. Said Schedule A or Schedule B as so amended shall be provided
to each Shareholder as soon as practicable.
2. Exercise of Option
(a) Term. Miller may exercise the Option at any time; provided
that, except as otherwise provided in the last sentence of this Section 2(a),
the right to exercise the Option pursuant to this Section 2 shall expire and be
of no further force and effect at 5:00 p.m., Dallas, Texas time, on December
18, 1997. Notwithstanding the expiration of the Option, Miller shall
<PAGE> 2
be entitled to acquire the Option Shares so long as he has exercised the
Option in accordance with the terms hereof prior to the expiration of the
Option.
(b) Written Notice. In the event Miller wishes to exercise the
Option, he shall send to each of the Shareholders a written notice (the
"NOTICE"; the date of such notice being herein referred to as the "NOTICE
DATE") specifying (i) Miller's desire to exercise the Option and (ii) a place
and date not later than December 19, 1997 for the closing (the "CLOSING DATE")
of such acquisition (the "CLOSING DATE").
3. Payment and Delivery of Certificates
(a) Payment of Purchase Price. On the Closing Date, Miller shall
pay to the Shareholders by certified check, an amount equal to the Purchase
Price multiplied by the number of Option Shares to be purchased on such Closing
Date.
(b) Delivery of Certificates. At such Closing, simultaneously
with the delivery of the consideration specified in Section 3(a), the
Shareholders shall deliver to Miller certificates representing the Option
Shares to be acquired at such Closing (duly executed in blank or accompanied by
duly executed stock powers, with signature guarantee), which Option Shares
shall be free and clear of all Liens.
(c) Stock Purchase Agreement. At the Closing, the Schedule A
Holders shall enter into a Stock Purchase Agreement with Miller upon mutually
agreeable terms.
4. Representations and Warranties of the Shareholders.
Each of the Shareholders hereby represents and warrants to Miller as
to himself only as follows:
(a) Authorization and Validity of Agreement. Such Shareholder has
full right, power, capacity and lawful authority to execute and deliver this
Agreement and to consummate and perform the transactions contemplated hereby.
This Agreement has been duly and validly executed and delivered by such
Shareholder and, assuming the due execution and delivery by Miller, this
Agreement constitutes the legal, valid, and binding obligation of such
Shareholder, enforceable against such Shareholder in accordance with its terms.
(b) Ownership. As of the date hereof, he is and at the Closing
Date will be the owner of the number of shares of Common Stock shown opposite
his name on Schedule A or Schedule B hereto. At the Closing Date, he will have
good and marketable title to all of such shares and the absolute right to sell,
convey, transfer and deliver his shares in accordance with the terms hereof,
free and clear of all Liens.
(c) No Conflict. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
violate or result in any violation of or be in conflict with or constitute a
default under any agreement, instrument, judgment, decree, order, statute, rule
or governmental regulation applicable to such Shareholder.
-2-
<PAGE> 3
(d) No Consent. No authorization, consent or approval of, or any
filing with, any public body or authority is necessary for consummation by such
Shareholder of the transactions contemplated by this Agreement.
5. Miscellaneous:
(a) Expenses. Each of the parties hereto shall bear and pay all
costs and expenses incurred by him or on his behalf in connection with the
transactions contemplated hereunder, including fees and expenses of his own
counsel.
(b) Waiver and Amendment. Any provision of this Agreement may be
waived at any time by the party that is entitled to the benefits of such
provision. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto and except as provided in Section 1 of this
Agreement.
(c) Entire Agreement; No Third-Party Beneficiary; Severability.
This Agreement (including other documents and instruments referred to herein or
therein) (i) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof and (ii) is not intended to confer upon
any person other than the parties hereto any rights or remedies hereunder. If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction or a governmental entity to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
(d) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas without regard to
any applicable conflicts of law rules.
(e) Descriptive Headings; Gender. The descriptive headings
contained herein are for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement. Whenever required by
the context of this Agreement, the singular shall mean the plural, the male
gender shall include the female gender and the neuter, and vice versa.
(f) Notices. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally, scheduled
overnight courier (e.g., FedEx) or mailed by registered or certified mail
(return receipt requested) to the parties at the following addresses (or at
such other address for a party as shall be specified by like notice):
If to Miller: 7611 Glenshannon Circle
Dallas, TX 75225
Telephone: 214-361-5653
if to Shareholders: The address set forth under their name on
Schedule A or Schedule B
-3-
<PAGE> 4
(g) Counterparts. This Agreement and any amendments hereto may be
executed in multiple counterparts, each of which shall be considered one and
the same agreement and shall become effective when all counterparts have been
signed by each of the parties and delivered to the other party, it being
understood that both parties need not sign the same counterpart.
(h) Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder or under the Option shall be assigned by
Shareholders or Miller (whether by operation of law or otherwise) without the
prior written consent of the other parties hereto; provided, however, Miller
may assign his rights, interests or obligations under this Agreement or the
Option to any entity controlled by Miller without the consent of any other
party hereto. Subject to the first sentence of this Section, this Agreement
shall be binding upon, inure to the benefit of and be enforceable by the
parties and their respective successors and permitted assigns.
(i) Further Assurances. In the event of any exercise of the
Option by Miller, Shareholders and Miller shall execute and deliver all other
documents and instruments and take all other action that may be reasonably
necessary in order to consummate the transactions provided for by such
exercise.
(j) Specific Performance. The parties hereto agree that this
Agreement may be enforced by either party through specific performance,
injunctive relief and other equitable relief. Both parties further agree to
waive any requirement for the securing or posting of any bond in connection
with the obtaining of any such equitable relief and that this provision is
without prejudice to any other rights that the parties hereto may have for any
failure to perform this Agreement.
6. Termination.
(a) Causes of Termination. This Agreement and the rights and
obligations of the parties hereto may be abandoned and terminated by Miller or
by any Shareholder (but only as to the terminating Shareholder) acting in their
sole discretion if any suit, action or other proceeding by or before any court
or other governmental body shall be, on or before the date this Option expires,
pending or threatened seeking to invalidate this Agreement or restrain or
prohibit the transactions contemplated hereby or questioning in any manner the
proceedings or authorities under which this Option or the Option Shares are
being issued or affecting the validity thereof.
(b) Automatic Termination. This Agreement shall terminate
automatically if the Option shall not have been exercised by Miller on or
before 5:00 p.m., Dallas, Texas time, on December 18, 1997.
(c) Effect of Termination. Upon termination of this Agreement as
provided in this Section 6, this Agreement shall forthwith become void and
there shall be no obligation or liability hereunder on the part of any party or
their respective officers, directors or shareholders, except to the extent that
such termination results from the willful breach by a party hereto of any of
his or its representations, warranties, covenants, or agreements set forth in
this Agreement.
-4-
<PAGE> 5
IN WITNESS WHEREOF, the undersigned have executed this Stock
Option Agreement as of the date indicated below.
MILLER:
Dated: December 8, 1997 /s/ Douglas H. Miller
-------------------------
Douglas H. Miller
-5-
<PAGE> 6
The undersigned Shareholder does hereby execute this counterpart
signature page effective the 9th day of December, 1997.
/s/ Richard D. Collins
----------------------------------------
Name: RICHARD D. COLLINS
-----------------------------------
/s/ Glenn L. Seitz
----------------------------------------
Name: GLENN L. SEITZ
-----------------------------------
/s/ W.R. Granberry
----------------------------------------
Name: W.R. GRANBERRY
-----------------------------------
/s/ John A. Schlensker
----------------------------------------
Name: JOHN A. SCHLENSKER
-----------------------------------
/s/ Donald C. Thomas, Jr.
----------------------------------------
Name: DONALD C. THOMAS, JR.
-----------------------------------
/s/ David N. Fitzgerald
----------------------------------------
Name: DAVID N. FITZGERALD
-----------------------------------
President, DAVE FITZGERALD INC.
/s/ D.N. Fitzgerald
----------------------------------------
Name: D.N. FITZGERALD
-----------------------------------
/s/ Frances C. Fitzgerald
----------------------------------------
Name: FRANCES C. FITZGERALD
-----------------------------------
/s/ J.A. Dinger
----------------------------------------
Name: J.A. DINGER
-----------------------------------
/s/ Suzanne F. Bobo
----------------------------------------
Name: SUZANNE F. BOBO
-----------------------------------
/s/ R. Scott Collins
----------------------------------------
Name: R. SCOTT COLLINS
-----------------------------------
To be completed if such information is
not reflected on Schedule A or Schedule
B:
Address:
--------------------------------
--------------------------------
--------------------------------
Certificate No.:
------------------------
------------------------
Number of Exco Shares:
------------------
-6-
<PAGE> 7
SCHEDULE A
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF SHAREHOLDER CERTIFICATE NUMBER NUMBER OF EXCO SHARES OWNED
------------------------------- ------------------ ---------------------------
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------
Richard D. Collins 2273 13,197
4406 Airport Freeway 2274 20,000
Fort Worth, TX 76117 ------
33,197
- ----------------------------------------------------------------------------------------------------------
Dave Fitzgerald, Inc.
P.O. Box 13537
Odessa, TX 79768-3537 2278 20,425
- ----------------------------------------------------------------------------------------------------------
David N. Fitzgerald 2281 69,317
P.O. Box 13537 2282 20,000
Odessa, TX 79768-3537 2283 20,000
------
109,317
- ----------------------------------------------------------------------------------------------------------
Francis C. Fitzgerald
P.O. Box 13537
Odessa, TX 78768-3537 2267 9,125
- ----------------------------------------------------------------------------------------------------------
W.R. Granberry 1853 40,000
#10 Oaklawn Park 1959 40,000
Midland, TX 79705 ------
80,000
- ----------------------------------------------------------------------------------------------------------
Glenn L. Seitz 1325 1,525
4321 Concho 1328 20,000
Dallas, TX 75206 1712 40,000
1797 214
1963 10,000
------
71,739
- ----------------------------------------------------------------------------------------------------------
Total: 323,803
=======
- ----------------------------------------------------------------------------------------------------------
</TABLE>
-7-
<PAGE> 8
SCHEDULE B
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF SHAREHOLDER CERTIFICATE NUMBER NUMBER OF EXCO SHARES OWNED
------------------------------- ------------------ ---------------------------
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Suzanne F. Bobo 2276 14,627
4808 Pepperidge 2277 15,505
Odessa, TX 79761 ------
30,132
- ----------------------------------------------------------------------------------------------------------
J.A. Dinger 2271 12,928
2718 Deering St. 2272 20,000
Odessa, TX 79760 ------
32,928
- ----------------------------------------------------------------------------------------------------------
John A. Schlensker
1120 Parkhaven Dr.
Richardson, TX 75080 1829 14,060
- ----------------------------------------------------------------------------------------------------------
Donald C. Thomas, Jr.
P.O. Box 13568
Odessa, Texas 79768 2280 10,000
- ----------------------------------------------------------------------------------------------------------
R. Scott Collins
#1 Spring Creek Court
Trophy Club, Texas 76262 (1) 2,500
- ----------------------------------------------------------------------------------------------------------
Total: 89,620
======
- ----------------------------------------------------------------------------------------------------------
Total Schedule A and B: 413,423
=======
- ----------------------------------------------------------------------------------------------------------
</TABLE>
____________________________
(1) These shares were held in street name. Request was made about one week ago
to distribute in certificate form to R. Scott Collins.
-8-
