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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
EXCO Resources, Inc.
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(Name of Issuer)
Common Stock, par value $.02 per share
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(Title of Class of Securities)
269279 20 4
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(CUSIP Number)
William L. Boeing
Haynes and Boone, L.L.P.
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5553
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 13, 1998
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(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).
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SCHEDULE 13D
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CUSIP No. 269279-20-4 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. (entities only)
Douglas H. Miller
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, BK
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5 CHECK BOX 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
United States
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SOLE VOTING POWER
7
Douglas H. Miller -406,711(1) (2)
NUMBER OF
SHARES -------------------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 0
REPORTING -------------------------------------------------------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
Douglas H. Miller - 406,711(1) (2)
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SHARED DISPOSITIVE POWER
10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Douglas H. Miller - 406, 711(1) (2)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Douglas H. Miller - 6.2% (voting, dispositive)(1) (2)
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TYPE OF REPORTING PERSON*
14
Douglas H. Miller - IN
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(1) The Reporting Person has acquired 200,000 shares of the Issuer's common
stock, par value $.02 per share (the "Common Stock") for $6.00 per share
pursuant to the exercise of rights granted to the Issuer's existing
shareholders under the terms of the offering (the "Rights Offering").
The amount listed also takes into account a two-for-one reverse stock
split consummated by the Issuer in March, 1998.
(2) The number reported does not include 16,500 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.
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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:
5735 Pineland Drive, Suite 235
Dallas, Texas 75231
Item 2. Identity and Background.
(a) Name: Douglas H. Miller
(b) Residence or
Business Address: 5735 Pineland Drive, Suite 235
Dallas, Texas 75231
(c) Principal Business: Present principal occupation or
employment and the name, principal
business address of any
corporation in which such
employment is conducted: Chairman
of the Board and Chief Executive
Officer of the Issuer at the
address above.
(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 shares of Common Stock acquired by the Reporting Person
pursuant to the Rights Offering were acquired with $300,000 in
personal funds and $900,000 in funds borrowed under a $1.5
million unsecured line of credit with Compass Bank for a term
of two years at an interest rate of 7.2%. The Reporting
Person may make interest-only payments until the end of the
term of the loan and no prepayment penalty exists.
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Item 4. Purpose of the Transaction.
The Reporting Person acquired 200,000 shares of Common Stock
pursuant to the exercise of rights issued in the Rights
Offering. The acquisition of the shares of Common Stock by the
Reporting Person fulfilled a condition to the purchase of
1,670,000 shares of the Issuer's Common Stock by the standby
purchasers to the Rights Offering.
Item 5. Interest in Securities of the Issuer.
(a) and (b): See Items 7 through 11 on the cover page of this Amendment
No.2 to Schedule 13D.
(c) The only transaction by the Reporting Person which has
occurred since the filing of Amendment No.1 has been the
acquisition of the 200,000 shares reported herein.
(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 July 16, 1998, the Issuer executed agreements with two
standby purchasers for the purchase of up to 2,835,000 shares
of Common Stock not purchased by the Issuer's existing
shareholders in the Rights Offering. The standby purchases were
conditioned on the selling of a minimum number of shares of
Common Stock in the Rights Offering, including the purchase of
200,000 shares by the Reporting Person.
Item 7. Material to be Filed as Exhibits.
Standby Purchase Commitment between EXCO Resources, Inc. on the
one hand and Ares Management, L.P. on behalf of Ares Leveraged
Investment Fund, L.P. on the other hand filed as Exhibit 10.1
to the Issuer's Form S-2 (333-49135) filed July 16, 1998.
Standby Purchase Commitment between EXCO Resources, Inc. on the
one hand and Oaktree Capital Management, LLC on the other hand
filed as Exhibit 10.6 to the Issuer's Form S-2 (333-49135)
filed July 16, 1998.
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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: August 19, 1998.
/s/ DOUGLAS H. MILLER
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DOUGLAS H. MILLER
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