<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934*
Texoil, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
882 906 209
(CUSIP Number)
Robert L. Zorich
EnCap Investments L.L.C.
1100 Louisiana, Suite 3150
Houston, Texas 77002
(713) 659-6100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 11, 1999
(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
CUSIP NO. 882906209 SCHEDULE 13D
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
ENCAP INVESTMENTS L.L.C.
- --------------------------------------------------------------------------------
(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 ENCAP INVESTMENTS L.L.C. IS A
LIMITED LIABILITY COMPANY
ORGANIZED UNDER THE LAWS OF THE
STATE OF DELAWARE
- --------------------------------------------------------------------------------
(7) Sole Voting Power 0
Number of ---------------------------------------------
Shares Bene-
ficially (8) Shared Voting Power 902,736(1)
Owned by ---------------------------------------------
Each
Reporting (9) Sole Dispositive Power 0
Person With ---------------------------------------------
(10) Shared Dispositive Power 902,736(1)
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 902,736(2)
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ](2)
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 12.8%(3)
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) OO
- --------------------------------------------------------------------------------
(1) Voting and dispositive power is shared among Energy PLC, EnCap LP and
EnCap Investments (defined in Item 2). Consists of 106,968 shares of Common
Stock and 187,500 shares of Common Stock issuable upon conversion of the shares
of Series A Preferred (defined in Item 2) owned by Energy PLC, and 320,904
shares of Common Stock and 287,364 shares of Common Stock issuable upon
conversion of the shares of Series A Preferred owned by EnCap LP.
(2) EnCap Investments disclaims any beneficial ownership of EnCap LP's or
Energy PLC's (defined in Item 2) shares.
(3) Based on 6,555,126 shares issued and outstanding as of October 30, 1999
as reported in the Form 10-QSB of Issuer for the quarter ended September 30,
1999.
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CUSIP NO. 882906209 SCHEDULE 13D
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
ENCAP EQUITY 1996 LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
(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 ENCAP EQUITY 1996 LIMITED
PARTNERSHIP IS A LIMITED
PARTNERSHIP ORGANIZED UNDER THE
LAWS OF THE STATE OF TEXAS
- --------------------------------------------------------------------------------
(7) Sole Voting Power 0
Number of ---------------------------------------------
Shares Bene-
ficially (8) Shared Voting Power 608,268(1)
Owned by ---------------------------------------------
Each
Reporting (9) Sole Dispositive Power 0
Person With ---------------------------------------------
(10) Shared Dispositive Power 608,268(1)
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
608,268(2)
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ](2)
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.9%(3)
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) PN
- --------------------------------------------------------------------------------
(1) Voting and dispositive power is shared among EnCap LP and EnCap
Investments (defined in Item 2). Consists of 320,904 shares of Common Stock and
287,364 shares of Common Stock issuable upon conversion of the shares of Series
A Preferred (defined in Item 2) owned by EnCap LP.
(2) EnCap LP disclaims any beneficial ownership of EnCap Investments'
(defined in Item 2) shares and only claims beneficial ownership of the
above-mentioned 608,268 shares. Please see Item 5.
(3) Based on 6,555,126 shares issued and outstanding as of October 30, 1999
as reported in the Form 10-QSB of the Issuer for the quarter ended September 30,
1999.
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ITEM 1. SECURITY AND ISSUER.
The following is added to Item 1:
In June 1999, the Issuer's board of directors approved certain changes to
the outstanding Common Stock intended to result in approximately a 1 for 6
reverse stock split.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended and restated in its entirety as follows:
(a) - (c)
EnCap Equity 1996 Limited Partnership ("EnCap LP"), is a limited
partnership organized and existing under the laws of the State of Texas. EnCap
LP's principal business address and office is located at 1100 Louisiana, Suite
3150, Houston, Texas 77002. The principal business of EnCap LP is making oil and
gas related investments.
EnCap Investments L.L.C. ("EnCap Investments"), is a limited liability
company organized under the laws of the State of Delaware. EnCap Investments is
the general partner of EnCap LP. EnCap Investments also serves as an investment
advisor to Energy Capital Investment Company PLC ("Energy PLC"), a company
organized and existing under the laws of England, under an Investment Advisory
Agreement dated as of February 4, 1994. EnCap Investments' principal business
address and office is located at 1100 Louisiana, Suite 3150, Houston, Texas
77002. The principal business of EnCap Investments is to act as a financial
consultant, investment advisor and/or finder for its clients with respect to
financial and investment transactions in the oil and gas industry. Current
information concerning the sole member and managing directors of EnCap
Investments is set forth on Schedule I hereto. The sole member of EnCap
Investments is El Paso Field Services Company, a Delaware corporation ("El Paso
Field Services").
El Paso Field Services Company is a Delaware corporation with its
principal executive offices at 1001 Louisiana Street, Houston, Texas 77002. The
principal business of El Paso Field Services is natural gas gathering and
processing and intrastate gas transmission. Current information concerning the
controlling person and executive officers and directors of El Paso Field
Services is set forth on Schedule I hereto. The controlling person of El Paso
Field Services is El Paso Energy Corporation, a Delaware corporation ("El Paso
Energy").
El Paso Energy is a Delaware corporation with its principal executive
offices located at the El Paso Energy Building, 1001 Louisiana Street, Houston,
Texas 77002. The principal business of El Paso Energy is serving as a holding
company for its various subsidiaries, which are engaged in energy and related
businesses. Current information concerning the executive officers and directors
of El Paso Energy is set forth on Schedule I hereto.
(d) During the last five years, neither the parties listed in this Item 2
nor, to the best knowledge of the reporting persons, any of the persons listed
in Schedule I, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, neither the parties listed in this Item 2
nor, to the best knowledge of the reporting persons, any of the persons listed
in Schedule I 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 to a
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judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.
(f) Except as indicated on Schedule I, each of the individuals identified
on Schedule I is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The following is added to Item 3:
On November 11, 1999, Encap LP acquired 143,682 shares and Energy PLC
acquired 93,750 shares of Series A Preferred Stock of the Issuer ("Series A
Preferred") at a purchase price of $8 per share pursuant to a Preferred Stock
Purchase Agreement dated October 12, 1999 (the "Purchase Agreement"). In
addition, EnCap LP assigned the rights to purchase 137,568 additional shares of
Series A Preferred to El Paso Capital Investment Company, LLC ("El Paso LLC").
The sole member of El Paso LLC is El Paso Energy.
In accordance with the terms of the Designation of Preferences,
Limitations and Rights of Series A Convertible Preferred Stock of Texoil, Inc.
(the "Certificate of Designation"), each share of Series A Preferred is
initially convertible, at the option of the holder thereof, at any time on or
after the date of issuance, into the number of shares of common stock which
results from dividing the Conversion Price (as defined) per share in effect at
the time of conversion into the per share Conversion Value. The initial
"Conversion Price" of the Series A Preferred is $4.00 and the "Conversion Value"
of the Series A Preferred is $8.00 per share. The initial Conversion Price of
the Series A Preferred is subject to anti-dilution adjustment. Based on the
initial Conversion Price, EnCap LP's 93,750 shares of Series A Preferred are
convertible into 187,500 shares of Common Stock and Energy PLC's 143,682 shares
of Series A Preferred are convertible into 287,364 shares of Common Stock. At
any time after December 1, 2002 that the Issuer's Net Equity Value (as defined)
equals or exceeds $121,500,000 and the Issuer's Net Equity Value per share (Net
Equity Value divided by the number of shares of Common Stock of the Issuer
outstanding on a fully-diluted basis) equals or exceeds $10.00, each share of
Series A Preferred will automatically be converted into the number of shares of
Class B Common Stock which results from dividing the Conversion Price per share
in effect at the time of conversion into the per share Conversion Value. "Net
Equity Value" will be determined as of each March 31, June 30, September 30 and
December 31 and equals the sum of (A) 95% of the present value, using a 10%
discount rate, of the estimated future net revenues from the Issuer's proved
developed producing reserves, (B) 50% of the present value, using a 10% discount
rate, of the estimated future net revenues from the Issuer's proved developed
nonproducing reserves ("PDNP Value"), (C) 25% of the present value, using a 10%
discount rate, of the estimated future net revenues from the Issuer's proved
undeveloped reserves ("PUD Value"), and (D) the Issuer's current assets, less
the sum of the Issuer's current liabilities and the Issuer's long-term
liabilities (exclusive of deferred taxes); provided, however, that for purposes
of determining Net Equity Value, the sum of the PDNP Value and the PUD Value
shall not exceed three-sevenths (3/7) of the value determined under clause (A)
of this sentence. The Series A Preferred shares issued to EnCap LP and Energy
PLC are convertible into additional shares of Common Stock, pursuant to the
terms of the Purchase Agreement, in the event of any inaccuracy in or breach or
nonperformance of the agreement, covenants, representations or warranties made
or to be performed by the Issuer under the Purchase Agreement.
The holders of Series A Preferred shares are entitled to receive dividends
at a rate of 9% per annum payable quarterly in additional shares of Series A
Preferred. Such dividends are expected to result in a minimum issuance to EnCap
LP and Energy PLC of approximately 27,100 and 17,700 additional shares of Series
A Preferred, respectively (convertible into 54,200 and 35,400 shares of common
stock, respectively).
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The holders of Series A Preferred shares have the right under the Purchase
Agreement to acquire additional shares of Series A Preferred upon the
consolidation or merger of the Issuer with or into any other corporation or
business entity in which the holders of the voting securities of the Issuer do
not continue to hold more than 50% of the total voting securities of the
surviving entity outstanding immediately after such transaction, the sale or
other transfer in a single transaction or series of related transactions of all
or substantially all of the assets of the Issuer or the liquidation,
dissolution, winding-up or reorganization of the Issuer at any time prior to
November 10, 2001. The Issuer has also granted to each holder of Series A
Preferred a right of first refusal to purchase its pro rata share of new
securities which the Issuer may propose to sell and issue from time to time.
The Certificate of Designation entitles the holders of the Series A
Preferred shares to elect the Class B directors to the Issuer's board of
directors. The holders of a majority of the shares of Series A Preferred elected
S. Wil VanLoh, Jr., Toby R. Neugebauer and Jeffrey A. Jones as Class B directors
on November 10, 1999. The Amended and Restated Articles of Incorporation of the
Issuer provide that upon the occurrence of certain trigger events set forth in
the Certificate of Designation, the voting power of the Class B directors shall
increase from three votes to six votes. The Certificate of Designation prohibits
the Issuer from authorizing or paying any dividend or other distribution on the
Common Stock without the prior written approval of the holders of a majority of
the shares of Series A Preferred.
The Issuer's Articles of Incorporation and Bylaws were amended and
restated in their entirety in connection with the Purchase Agreement. The
classification of the board of directors and the adoption of the provision that
Class A directors may only be removed for cause may impede the acquisition of
control of the Issuer by a third party.
ITEM 4. PURPOSE OF TRANSACTION.
No Modification.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated in its entirety as follows:
(a) EnCap LP. EnCap LP is the beneficial owner of 608,268 shares of Common
Stock, which includes 287,364 shares of Common Stock issuable upon conversion of
its shares of Series A Preferred. Based on the 6,555,126 shares of Common Stock
outstanding, as reported in the Issuer's Form 10-QSB for the quarter ended
September 30, 1999, EnCap LP is the beneficial owner of approximately 8.9% of
the outstanding shares of Common Stock.
EnCap Investments. EnCap Investments, as the sole general partner of
EnCap LP and as an investment advisor of Energy PLC, is the beneficial owner of
902,736 shares of Common Stock, which includes 187,500 shares of Common Stock
issuable upon conversion of Energy PLC's shares of Series A Preferred and
287,364 shares of Common Stock issuable upon conversion of EnCap LP's shares of
Series A Preferred. Based on the 6,555,126 shares of Common Stock outstanding,
as reported in the Issuer's Form 10-QSB for the quarter ended September 30,
1999, EnCap Investments is the beneficial owner of approximately 12.8% of the
outstanding shares of Common Stock.
El Paso Field Services and El Paso Energy. Each of El Paso Field
Services and El Paso Energy may be deemed to be the beneficial owner of the
shares of Common Stock owned or deemed owned by EnCap Investments (by virtue of
being controlling persons of EnCap Investments). Additionally, each of El Paso
Field Services and El Paso Energy may be deemed to be the beneficial owner of
the 275,136 shares of Common Stock which are issuable to El Paso LLC upon
conversion of its shares of Series A
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<PAGE> 7
Preferred (by virtue of being controlling persons of El Paso LLC) (see Item 3).
El Paso Field Services and El Paso Energy disclaim beneficial ownership of the
shares of Common Stock owned or deemed owned by EnCap Investments and El Paso
LLC.
Executive Officers and Directors. Except as otherwise described
herein or in an Exhibit filed herewith, to the knowledge of the reporting
persons no executive officer or director of the reporting persons or managing
director of EnCap Investments or other person listed in Schedule I is the
beneficial owner of any shares of Common Stock.
(b) EnCap LP. Through its general partner, EnCap LP shares the power to
vote or direct the vote and to dispose or direct the disposition of 608,268
shares of Common Stock with EnCap Investments, its general partner.
EnCap Investments. EnCap Investments shares the power to vote and
direct the vote or to dispose or direct the disposition of 902,736 shares of
Common Stock with each of Energy PLC by virtue of the Investment Agreement (as
defined in Item 6) and EnCap LP as its general partner. EnCap Investments
disclaims beneficial ownership of any shares of Common Stock owned by either
EnCap LP or Energy PLC.
El Paso Field Services and El Paso Energy. Each of El Paso Field
Services and El Paso Energy may be deemed to have the power to direct the vote
or to dispose or direct the disposition of the shares of Common Stock owned or
deemed owned by EnCap Investments (by virtue of being controlling persons of
EnCap Investments). In addition, each of El Paso Field Services and El Paso
Energy may deemed to have the power to direct the vote or to dispose or direct
the disposition of the shares of Common Stock owned or deemed owned by El Paso
LLC. El Paso Field Services and El Paso Energy disclaim beneficial ownership of
the shares of Common Stock owned or deemed owned by EnCap Investments and El
Paso, LLC.
Executive Officers and Directors. Except as otherwise described
herein or in an Exhibit filed herewith, to the knowledge of the reporting
persons, no executive officer or director of the reporting persons or managing
director of EnCap Investments or other person listed in Schedule I is the
beneficial owner of any shares of Common Stock.
(c) Except as otherwise described herein or in any Exhibit filed herewith,
none of the persons named in response to paragraph (a) above has effected any
transaction in shares of the Common Stock during the past 60 days.
(d) No person other than Energy PLC, EnCap LP and EnCap Investments has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of 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 shares of
Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER.
The following is added to Item 6:
In connection with the Purchase Agreement, EnCap LP and Energy PLC entered
into a Registration Rights Agreement with the Issuer dated November 10, 1999
(the "Preferred Registration Rights
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<PAGE> 8
Agreement"), pursuant to which the holders of the Series A Preferred shares are
entitled to three demand registrations giving them the right to have their
shares of Common Stock (acquired upon conversion of the shares of Series A
Preferred) registered with the Securities and Exchange Commission upon a request
by the holders of at least 25% of the registrable securities, subject to certain
limitations. The Preferred Registration Rights Agreement also gives the holders
of the Series A Preferred "piggy-back" registration rights, which permit the
holders to have their securities included in registrations of the Issuer's
securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 has been amended and restated in its entirety as follows:
Exhibit 1 - Joint Filing Agreement dated December 14, 1999 between
EnCap LP and EnCap Investments.
Exhibit 4.6* - Investment Advisory Agreement dated February 4, 1994.
Exhibit 4.7* - Acquisition and Distribution Agreement dated May 4,
1998, between Texoil, Inc., Cliffwood Oil & Gas Corp.
and Cliffwood Acquisition - 1996 Limited Partnership.
Exhibit 4.8* - Registration Rights Agreement dated May 4, 1998, between
Texoil, Inc., Energy Capital Investment Company PLC and
EnCap Equity 1996 Limited Partnership.
Exhibit 4.9* - May 1998 Agreement in Respect of Agreement of Limited
Partnership dated May 4, 1998, between Cliffwood Oil &
Gas Corp., Energy Capital Investment Company PLC and
EnCap Equity 1996 Limited Partnership.
Exhibit 4.10** - Preferred Stock Purchase Agreement, dated as of
October 12, 1999.
Exhibit 4.11*** - Amended and Restated Articles of Incorporation.
Exhibit 4.12*** - Certificate of Designation Establishing Series A
Convertible Preferred Stock.
Exhibit 4.13**** - Registration Rights Agreement, dated as of November 10,
1999.
- -------------------------
* Incorporated by reference to the same titled exhibit to the reporting
persons' Schedule 13D, dated July 13, 1998.
** Incorporated by reference to Exhibit 7.1 to the Form 8-K filed by Texoil,
Inc. on October 13, 1999.
*** Incorporated by reference to Exhibits 3.1, 3.2 and 4.1, respectively, to
the Form 8-K/A filed by Texoil, Inc. on November 15, 1999.
**** Incorporated by reference to Exhibit 5 to the Schedule 13D filed by
Quantum Energy Partners, LP on November 22, 1999.
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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: December 14, 1999 ENCAP EQUITY 1996 LIMITED PARTNERSHIP
By: EnCap Investments L.L.C.,
General Partner
/s/ ROBERT L. ZORICH
-------------------------------------
Robert L. Zorich
Managing Director
Date: December 14, 1999 ENCAP INVESTMENTS L.L.C.
/s/ ROBERT L. ZORICH
-------------------------------------
Robert L. Zorich
Managing Director
Page 9
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SCHEDULE I
1. EnCap Investments. Set forth below are the name and present, principal
occupation or employment of each managing director of EnCap Investments. The
business address of each managing director, unless otherwise indicated below, is
1100 Louisiana Street, Suite 3150, Houston, Texas 77002. Each managing director
of EnCap is a United States citizen. To the knowledge of the reporting persons,
none of such individuals directly owns any Common Stock.
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
---- ------------------------------------------
<S> <C>
Gary R. Peterson Gary R. Petersen is a Managing Director of EnCap Investments.
D. Martin Phillips D. Martin Phillips is a Managing Director of EnCap Investments.
David B. Miller David B. Miller is a Managing Director of EnCap Investments.
Robert L. Zorich Robert L. Zorich is a Managing Director of EnCap Investments.
D. Mark Leland D. Mark Leland is a Managing Director of EnCap Investments.
</TABLE>
2. El Paso Field Services. The name and citizenship, business address and
present principal occupation or employment, and the name of any corporation or
other organization in which such employment is conducted, of each of the
directors and executive officers of El Paso Field Services is set forth below.
<TABLE>
<CAPTION>
Name and Citizenship Business Address Position/Principal Occupation
- -------------------- ---------------- -----------------------------
<S> <C> <C>
Executive Officers &
Directors:
William A. Wise El Paso Energy Corporation Director and Chairman of the Board
(United States Citizen) 1001 Louisiana Street
Houston, Texas 77002
Robert G. Phillips El Paso Energy Corporation Director and President
(United States Citizen) 1001 Louisiana Street
Houston, Texas 77002
H. Brent Austin El Paso Energy Corporation Director, Executive Vice President
(United States Citizen) 1001 Louisiana Street and Chief Financial Officer
Houston, Texas 77002
Jeffrey I. Beason El Paso Energy Corporation Vice President and Controller
(United States Citizen) 1001 Louisiana Street
Houston, Texas 77002
C. Dana Rice El Paso Energy Corporation Vice President and Treasurer
(United States Citizen) 1001 Louisiana Street
Houston, Texas 77002
E. Randall West El Paso Energy Corporation Vice President
(United States Citizen) 1001 Louisiana Street
Houston, Texas 77002
D. Mark Leland El Paso Energy Corporation Senior Vice President and
(United States Citizen) 1001 Louisiana Street Chief Financial Officer
Houston, Texas 77002
Gary R. Peterson See Part 1 above. Senior Vice President
D. Martin Phillips See Part 1 above. Senior Vice President
David B. Miller See Part 1 above. Senior Vice President
Robert L. Zorich See Part 1 above. Senior Vice President
</TABLE>
I-1
<PAGE> 11
3. El Paso Energy. The name and citizenship, business address and present
principal occupation or employment, and the name of any corporation or other
organization in which such employment is conducted, of each of the directors and
executive officers of El Paso Energy is set forth below.
<TABLE>
<CAPTION>
Name and Citizenship Business Address Position/Principal Occupation
- -------------------- ---------------- -----------------------------
<S> <C> <C>
Executive Officers &
Directors:
William A. Wise El Paso Energy Corporation Director, President and Chief
(United States Citizen) 1001 Louisiana Street Executive Officer
Houston, Texas 77002
H. Brent Austin El Paso Energy Corporation Executive Vice President and Chief
(United States Citizen) 1001 Louisiana Street Financial Officer
Houston, Texas 77002
Joel Richards III El Paso Energy Corporation Executive Vice President
(United States Citizen) 1001 Louisiana Street
Houston, Texas 77002
Ralph Eads El Paso Energy Corporation Executive Vice President
(United States Citizen) 1001 Louisiana Street
Houston, Texas 77002
Jeffrey I. Beason El Paso Energy Corporation Senior Vice President and
(United States Citizen) 1001 Louisiana Street Controller
Houston, Texas 77002
C. Dana Rice El Paso Energy Corporation Senior Vice President and Treasurer
(United States Citizen) 1001 Louisiana Street
Houston, Texas 77002
William A. Smith El Paso Energy Corporation Executive Vice President
(United States Citizen) 1001 Louisiana Street
Houston, Texas 77002
Britton White Jr. El Paso Energy Corporation Executive Vice President and
(United States Citizen) 1001 Louisiana Street General Counsel
Houston, Texas 77002
</TABLE>
I-2
<PAGE> 12
<TABLE>
<CAPTION>
Name and Citizenship Business Address Position/Principal Occupation
- -------------------- ---------------- -----------------------------
<S> <C> <C>
Richard Owen Baish El Paso Energy Corporation President of El Paso Natural Gas
(United States Citizen) 1001 Louisiana Street Company
Houston, Texas 77002
John B. Homes, Jr. El Paso Energy Corporation President of El Paso Production
(United States Citizen) 1001 Louisiana Street Company
Houston, Texas 77002
John D. Hushon El Paso Energy Corporation President of El Paso Energy
(United States Citizen) 1001 Louisiana Street International Company
Houston, Texas 77002
Greg G. Jenkins El Paso Energy Corporation President of El Paso Merchant
(United States Citizen) 1001 Louisiana Street Energy Company
Houston, Texas 77002
Robert G. Phillips El Paso Energy Corporation President of El Paso Field Services
(United States Citizen) 1001 Louisiana Street Company
Houston, Texas 77002
John W. Somerhalder II El Paso Energy Corporation President of Tennessee Gas Pipeline
(United States Citizen) 1001 Louisiana Street Company
Houston, Texas 77002
Byron Allumbaugh Ralphs Grocery Company Director of El Paso/Retired
(United States Citizen) 610 Newport Center Drive Chairman, Ralphs Grocery
Suite 210 Company
Newport Beach, CA 92660
Juan Carlos Braniff Presidente Masaryk No. 8 Director of El Paso/CEO Service
(Mexican Citizen) 6th Floor Banking Grupo Financiero
Col. Bosques de Bancomer
Chapultepec
Mexico, D.F. 11588
James F. Gibbons Stanford University Director of El Paso/Former Dean of
(United States Citizen) Paul G. Allen Center for Engineering, Stanford University
Integrated Systems
Room 201, Mail Stop 4075
Stanford, CA 94305
Ronald L. Kuehn, Jr. 1900 Fifth Avenue North Chairman of the Board
(United States Citizen) Birmingham, AL 35203 El Paso Energy Corporation
Ben F. Love Chase Bank of Texas Director of El Paso/Investor Former
(United States Citizen) 600 Travis, 18th Floor Chairman and CEO, Texas
Houston, Texas 77002 Commerce Bancshares
Max L. Lukens Baker Hughes Incorporated Director of El Paso
(United States Citizen) 3900 Essex Lane, Suite 1200 Chairman, President and CEO of
Houston, Texas 77027 Baker Hughes Incorporated
</TABLE>
I-3
<PAGE> 13
<TABLE>
<CAPTION>
Name and Citizenship Business Address Position/Principal Occupation
- -------------------- ---------------- -----------------------------
<S> <C> <C>
Kenneth L. Smalley 5 Queensview Court Director of El Paso/Retired
(United States Citizen) Dallas, Texas 75225 President of Phillips 66 Natural Gas
Company
Adrian M. Tocklin Tocklin & Associates, Inc. Director of El Paso
(United States Citizen) 4961 Bacopa Lane South President and CEO of
#801 Islamorada Tocklin & Associates, Inc.
St. Petersburg, FL 33715
Malcolm Wallop Frontiers of Freedom Director of El Paso/
(United States Citizen) Western Strategy Group Chairman, Western Strategy Group
1100 Wilson Boulevard and Frontiers of Freedom
Suite 1400
Arlington, VA 22209
Joe B. Wyatt Vanderbilt University Director of El Paso
(United States Citizen) 211 Kirkland Hall Chancellor of Vanderbilt University
Nashville, TN 37240
Selim K. Zilkha 750 Lausanne Road Director of El Paso
(United States Citizen) Los Angeles, CA 90077 Former CEO Zilkha Energy
Company
</TABLE>
I-4
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
1 Joint Filing Agreement dated December 14, 1999 between
EnCap LP and EnCap Investments.
</TABLE>
<PAGE> 1
EXHIBIT 1
AGREEMENT
The undersigned reporting persons hereby agree that the statements
filed pursuant to this Schedule 13D/A dated December 14, 1999, to which this
Agreement is filed as an exhibit, are filed on behalf of each of them.
Date: December 14, 1999 ENCAP EQUITY 1996 LIMITED PARTNERSHIP
/s/ ROBERT L. ZORICH
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Robert L. Zorich
Managing Director
Date: December 14, 1999 ENCAP INVESTMENTS L.L.C.
/s/ ROBERT L. ZORICH
-------------------------------------
Robert L. Zorich
Managing Director
