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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EXCO Resources, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
269279 10 5
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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)
December 31, 1997
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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
CUSIP NO. 269279-10-5 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Earl Ellis
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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
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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
United States
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7 SOLE VOTING POWER
NUMBER OF
Earl Ellis - 100,000
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
Earl Ellis - 100,000
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Earl Ellis - 100,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Earl Ellis - 10.0% (voting, dispositive)
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14 TYPE OF REPORTING PERSON
Earl Ellis - IN
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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: Earl Ellis
(b) Residence or
Business Address: Benjamine Jacobson & Sons
40 Wall Street
New York, New York 10005
(c) Principal Business: Present principal occupation or
employment and the name, principal
business address of any
corporation in which such
employment is conducted: Partner,
Benjamine Jacobson & Sons, 40 Wall
Street, New York, New York 10005
(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.
Mr. Ellis purchased 100,000 shares of Common Stock of EXCO
Resources, Inc. for an aggregate purchase price of $300,000
using his own personal funds.
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Item 4. Purpose of the Transaction.
Mr. Ellis purchased 100,000 shares of Common Stock of EXCO
Resources, Inc. for investment purposes only.
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 December 31, 1997, Mr. Ellis signed an Investment
Representation Letter with regard to the purchase of 100,000
shares of Common Stock of EXCO Resources, Inc. Mr. Ellis has
entered no other agreements with respect to the securities of
EXCO Resources, Inc.
Item 7. Material to be Filed as Exhibits.
Investment Representation Letter dated December 31, 1997 from
Earl Ellis to EXCO Resources, Inc.
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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: December 31, 1997.
/s/ Earl Ellis
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EARL ELLIS
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
A Investment Representation Letter dated December 31, 1997 from
Earl Ellis to EXCO Resources, Inc.
</TABLE>
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EXHIBIT A
INVESTMENT REPRESENTATION LETTER
EXCO Resources, Inc.
9400 N. Central Expressway
Suite 1209
Dallas, TX 75231
Gentlemen:
The undersigned, Mr. Earl Ellis, (hereinafter referred to as the
"Purchaser"), hereby acknowledges receipt of Stock Certificate No. ___________
representing 100,000 shares of the Common Stock (the "Shares"), par value $.01
per share, of EXCO Resources, Inc. (the "Company"). The Purchaser is purchasing
the Shares from the Company. In order to induce the Company to sell the Shares
to the Purchaser, the Purchaser has made certain representations and warranties
concerning the Shares, which representations and warranties are reduced to
writing herein. The Purchaser makes the following representations to you:
1. The undersigned is acquiring the Common Stock for his own
account, for investment purposes only, and not with a view to the resale or
distribution of all or any part thereof.
2. The undersigned is an Accredited Investor under Rule 501(a)(5)
of Regulation D.
3. The undersigned has not offered or sold any portion of the
Common Stock and has no present intention of dividing such Common Stock with
others or reselling or otherwise disposing of any portion of the Common Stock
either currently or after the passage of a fixed or determinable period of
time, or upon the occurrence or nonoccurrence of any predetermined event or
circumstance.
4. The undersigned acknowledges that he has been advised that the
Common Stock, and/or the certificate(s) representing the Common Stock (a) have
not been registered under the Securities Act of 1933, as amended (the "Act"),
or any state securities law ("Blue Sky Laws"), (b) are "restricted securities"
as defined in Rule 144(a)(3) under the Act, (c) will not be transferable
without registration under the Act and/or applicable Blue Sky Laws, unless an
exemption from the registration requirement thereof is available and an opinion
of counsel to that effect is delivered to the Company, and (d) will bear the
following restrictive legend evidencing transfer restrictions:
"The shares represented by this certificate have been acquired for
investment and may not be sold or transferred unless the same are
registered under the Securities Act of 1933, or the Company receives
an opinion from counsel that registration is not required for sale or
transfer or that the shares have been
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EXCO Resources, Inc.
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legally sold in a broker's transaction pursuant to Rule 144 under the
Securities Act of 1933."
Moreover, the undersigned has been advised that Rule 144 may not be available
for resales unless the Company remains a reporting company subject to the
requirements of the Securities and Exchange Act of 1934, as amended, and the
Company files all required information with the SEC.
5. As of the present date, the Purchaser is not aware of any
occurrence, event or circumstances upon the happening of which he intends to
transfer or sell the Shares, or any part thereof, and the Purchaser does not
have any present intention to sell the Shares, or any part thereof, after the
lapse of any particular period of time.
6. The Purchaser has no present obligation, indebtedness or
commitment and has no knowledge of any circumstances in existence, which would
compel the Purchaser to secure funds by the sale of the Shares, nor is the
Purchaser a party to any plans or undertakings requiring funds, which plans or
undertakings can be consummated only by the sale of all or part of the Shares.
7. The negotiations for the purchase of such Shares have been
conducted directly between the Purchaser on the one hand and the Company on the
other. The Purchaser acknowledges that he has been furnished all information
that he has requested to the extent that he considers necessary and advisable
and such information is reasonable upon which to base an investment decision.
Very truly yours,
/s/ Earl Ellis
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Name: Earl Ellis
Dated: December 31, 1997
