<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
3TEC ENERGY CORPORATION
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.02 PER SHARE
(TITLE OF CLASS OF SECURITIES)
88575R308
(CUSIP NUMBER)
D. MARTIN PHILLIPS
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)
FEBRUARY 3, 2000
(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 Section Section 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. 88575R308 SCHEDULE 13D/A
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
W/E ENERGY COMPANY 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 W/E ENERGY COMPANY L.L.C.
("W/E ENERGY") IS A LIMITED
LIABILITY COMPANY ORGANIZED UNDER
THE LAWS OF THE STATE OF DELAWARE
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power 3,474,074
Shares Bene- --------------------------------------------------------
ficially (8) Shared Voting Power 0
Owned by --------------------------------------------------------
Each (9) Sole Dispositive Power 3,474,074
Reporting --------------------------------------------------------
Person With (10) Shared Dispositive Power 0
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,474,074
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 41.8%(2)
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) OO
--------------------------------------------------------------------------------
(1) Formerly 3TEC Energy Company L.L.C.
(2) Based on 6,422,650 shares of Common Stock issued and outstanding on
February 3, 2000 and giving effect to a 3-for-1 reverse stock split effective
January 18, 2000.
2
<PAGE> 3
CUSIP NO. 88575R308 SCHEDULE 13D/A
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
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. ("ENCAP
INVESTMENTS") IS A LIMITED
LIABILITY COMPANY ORGANIZED UNDER
THE LAWS OF THE STATE OF DELAWARE
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- --------------------------------------------------------
ficially (8) Shared Voting Power 4,863,219(1)
Owned by --------------------------------------------------------
Each (9) Sole Dispositive Power 0
Reporting --------------------------------------------------------
Person With (10) Shared Dispositive Power 4,863,219(1)
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,863,219(2)
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 54.6%(3)
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) OO
--------------------------------------------------------------------------------
(1) EnCap Investments may be deemed to have voting and dispositive power
with respect to the shares of Common Stock owned by W/E Energy and the EnCap
Entities (as defined in Item 3). See Item 5.
(2) EnCap Investments disclaims any beneficial ownership of the shares
owned by W/E Energy and by the EnCap Entities.
(3) Based on 6,422,650 shares of Common Stock issued and outstanding on
February 3, 2000 and giving effect to a 3-for-1 reverse stock split effective
January 18, 2000.
3
<PAGE> 4
CUSIP NO. 88575R308 SCHEDULE 13D/A
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
ENCAP ENERGY CAPITAL FUND III, L.P.
--------------------------------------------------------------------------------
(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 ENERGY CAPITAL FUND III,
L.P. IS A LIMITED PARTNERSHIP
ORGANIZED UNDER THE LAWS OF THE
STATE OF TEXAS
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power 590,095
Shares Bene- --------------------------------------------------------
ficially (8) Shared Voting Power 0
Owned by --------------------------------------------------------
Each (9) Sole Dispositive Power 590,095
Reporting --------------------------------------------------------
Person With (10) Shared Dispositive Power 0
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
590,095
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 8.8%(1)
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) PN
--------------------------------------------------------------------------------
(1) Based on 6,422,650 shares of Common Stock issued and outstanding on
February 3, 2000 and giving effect to a 3-for-1 reverse stock split effective
January 18, 2000.
4
<PAGE> 5
CUSIP NO. 88575R308 SCHEDULE 13D/A
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
ENCAP ENERGY ACQUISITION III-B, INC.
--------------------------------------------------------------------------------
(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 ENERGY ACQUISITION III-B,
INC. IS A CORPORATION ORGANIZED
UNDER THE LAWS OF THE STATE OF
TEXAS
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power 446,290
Shares Bene- --------------------------------------------------------
ficially (8) Shared Voting Power 0
Owned by --------------------------------------------------------
Each (9) Sole Dispositive Power 446,290
Reporting --------------------------------------------------------
Person With (10) Shared Dispositive Power 0
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
446,290
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 6.7%(1)
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
--------------------------------------------------------------------------------
(1) Based on 6,422,650 shares of Common Stock issued and outstanding on
February 3, 2000 and giving effect to a 3-for-1 reverse stock split effective
January 18, 2000.
5
<PAGE> 6
CUSIP NO. 88575R308 SCHEDULE 13D/A
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
ENCAP ENERGY CAPITAL FUND III-B, L.P.
--------------------------------------------------------------------------------
(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 ENERGY CAPITAL FUND III-B,
L.P. IS A LIMITED PARTNERSHIP
ORGANIZED UNDER THE LAWS OF THE
STATE OF TEXAS
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- --------------------------------------------------------
ficially (8) Shared Voting Power 446,290(1)
Owned by --------------------------------------------------------
Each (9) Sole Dispositive Power 0
Reporting --------------------------------------------------------
Person With (10) Shared Dispositive Power 446,290(1)
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
446,290(2)
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 6.7%(3)
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) PN
--------------------------------------------------------------------------------
(1) EnCap III-B may be deemed to have voting and dispositive power with
respect to the shares of Common Stock owned by EnCap Acquisition III-B, as
exercised through EnCap III-B's general partner, EnCap Investments L.L.C. See
Item 5.
(2) EnCap III-B disclaims any beneficial ownership of the shares owned by
EnCap Acquisition III-B. See Item 5.
(3) Based on 6,422,650 shares of Common Stock issued and outstanding on
February 3, 2000 and giving effect to a 3-for-1 reverse stock split effective
January 18, 2000.
6
<PAGE> 7
ITEM 1. SECURITY AND ISSUER.
Item 1 is amended and restated in its entirety as follows:
The class of equity securities to which this statement relates is common
stock, par value $.02 per share (the "Common Stock"), of 3TEC Energy
Corporation, a Delaware corporation (formerly Middle Bay Oil Company, Inc., an
Alabama corporation) (the "Issuer"). The address of the principal executive
offices of the Issuer is Two Shell Plaza, 777 Walker Street, Suite 2400,
Houston, Texas 77002.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended and restated in its entirety as follows:
(a) - (c), (f)
W/E Energy (formerly 3TEC Energy Company L.L.C.) is a Delaware limited
liability company with its principal executive offices located at Two Shell
Plaza, 777 Walker Street, Suite 2400, Houston, Texas 77002. The principal
business of W/E is engaging in oil and gas investments. Current information
concerning the controlling person and the officers and managers of W/E Energy is
set forth on Schedule I hereto. The controlling person of W/E Energy is EnCap
Investments L.L.C., a Delaware limited liability company ("EnCap Investments").
EnCap Investments is a Delaware limited liability company with its
principal executive offices at 1100 Louisiana Street, Suite 3150, Houston, Texas
77002. The principal business of EnCap Investments is engaging in oil and gas
investments. 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").
The principal business of EnCap Energy Capital Fund III, L.P., a Texas
limited partnership ("EnCap III"), is engaging in oil and gas investments. EnCap
Investments is the general partner of EnCap III. The executive offices of EnCap
III are located at 1100 Louisiana Street, Suite 3150, Houston, Texas 77002.
EnCap Energy Acquisition III-B, Inc. ("EnCap Acquisition III-B") is a Texas
corporation with its principal executive offices at 1100 Louisiana Street, Suite
3150, Houston, Texas 77002. The principal business of EnCap Acquisition III-B is
engaging in oil and gas investments. The controlling person of EnCap Acquisition
III-B is EnCap Energy Capital Fund III-B, L.P., a Texas limited partnership.
Current information concerning the executive officers and directors of EnCap
Acquisition III-B is set forth on Schedule I hereto.
EnCap Energy Capital Fund III-B, L.P. ("EnCap III-B") is a Texas limited
partnership with its principal executive offices at 1100 Louisiana Street, Suite
3150, Houston, Texas 77002. The principal business of EnCap III-B is engaging in
oil and gas investments. EnCap Investments is the general partner of EnCap
III-B.
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").
7
<PAGE> 8
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 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The following is added to Item 3:
MAGELLAN MERGER
On December 21, 1999, an Agreement and Plan of Merger (as amended, the
"Merger Agreement") was executed by and among the Issuer, 3TM Acquisition
L.L.C., Magellan Exploration LLC ("Magellan") and the following members of
Magellan: ECIC Corporation, EnCap III, EnCap Acquisition III-B, and BOCP Energy
Partners, L.P.(the "EnCap Entities"), and Pel-Tex Partners, L.L.C. Pursuant to
the Merger Agreement, 3TEC Acquisition L.L.C., a wholly owned subsidiary of the
Issuer, was merged with and into Magellan with Magellan being the surviving
entity.
As consideration for the merger, the EnCap Entities were issued a total of
792,683 shares of Common Stock, 450,388 shares of Series D Preferred Stock (the
"Series D Preferred Stock"), and warrants to purchase 142,482 shares of Common
Stock (the "Magellan Warrants").
The Magellan Warrants will be exercisable at a price of $30.00 per share
and may be exercised at any time on or before four years after the closing date
of the merger. Holders of Series D Preferred Stock will have the right, at any
time, to convert one share of Series D Preferred Stock into one share of Common
Stock.
The Series D Preferred Stock has a redemption value of $24.00 per share and
has dividend and liquidation payment rights equal to the Issuer's existing
Series B preferred stock, $.02 par value having a stated value of $7.50 per
share, and Series C preferred stock, $.02 par value having a stated value of
$5.00 per share. The Series D Preferred Stock will pay cumulative dividends at
5% per annum, payable semi-annually when, as and if authorized and declared by
the Board of Directors. For a period of three years from the closing date of the
merger, the Issuer may pay the dividends in additional shares of Series D
Preferred Stock with a stated value of $24.00 per share.
Holders of Series D Preferred Stock will have the right, at any time, to
convert one share of Series D Preferred Stock into one share of Common Stock.
The Issuer shall have the right, upon 30 days written notice, to redeem any or
all shares of Series D Preferred Stock for $24.00 per share plus any accrued and
unpaid dividends. However, the holders of the Series D Preferred Stock do not
have the right, under any event or circumstances, to cause or require the Issuer
to redeem or purchase the Series D Preferred Stock.
8
<PAGE> 9
In the event of a liquidation, dissolution, winding-up or merger of the
Issuer, the holders of Series D Preferred Stock are entitled to receive
distributions equal to $24.00 per share of Series D Preferred Stock plus any
accrued but unpaid dividends before any holders of Common Stock or junior
preferred stock receive any distributions.
In the event of any stock split, reverse stock split, stock dividend,
recapitalization or similar transaction, appropriate adjustments will be made to
the Series D Preferred Stock to maintain the rate of conversion, redemption, or
distributions upon liquidation existing at the closing date of the merger.
A majority of the holders of Series D Preferred Stock must consent to
certain actions by the Issuer, including any which (i) adversely alters or
changes the rights, preferences or privileges of the Series D Preferred Stock
holders by merger, consolidation or otherwise, (ii) increases the authorized
number of shares of Series D Preferred Stock, or (iii) authorizes or issues any
securities with rights senior to the Series D Preferred Stock. Other than these
described consents or as required by law or any provision of the Company's
Certificate of Incorporation, the holders of Series D Preferred Stock will have
no other voting rights.
The Issuer has agreed to file no more than two registration statements to
register the Common Stock received as consideration for the merger either
directly or as a result of a conversion of the Preferred Stock when requested by
the holders of the Common Stock, and, if necessary, to keep the registration
statements effective for up to two years. The Issuer also has agreed to give
notice to the holders of Common Stock, Series D Preferred Stock and warrants of
any proposed registration statement to be filed by the Issuer. The holders of
Common Stock, Series D Preferred Stock upon converting into Common Stock, and
Magellan Warrants, upon exercising the warrants for Common Stock, have the right
to include the Common Stock in such registration statement.
AMENDMENT TO SHAREHOLDERS' AGREEMENT
On May 30, 2000, the parties to the Shareholders' Agreement entered into
a First Amendment to Shareholders' Agreement (the "Amendment") which added the
EnCap Entities as parties to the agreement. The Amendment provides that W/E
Energy may designate three (3) of the seven (7) members of the Issuer's Board of
Directors and the Major Shareholders may designate two (2) of the seven (7)
members of the Issuer's Board of Directors. The remaining two members may be
designated by a majority of the Board of Directors, with at least one such
member being an "independent director" which is acceptable to W/E Energy. If
W/E Energy and the EnCap Entities' combined beneficial ownership percentage of
Common Stock drops below 15%, W/E Energy shall only be entitled to elect two (2)
directors; if W/E Energy and the EnCap Entities' combined beneficial ownership
percentage of Common Stock drops below 7%, W/E Energy shall only be entitled to
elect one (1) director; and if W/E Energy and the EnCap Entities' combined
beneficial ownership percentage drops below 5%, W/E Energy shall lose its right
to designate a director. If the Major Shareholders' combined beneficial
ownership percentage of Common Stock drops below 7 1/4%, the Major Shareholders
shall only be entitled to elect one (1) director, and if the Major Shareholders'
combined beneficial ownership percentage drops below 5%, the Major Shareholders
shall lose their right to designate a director. The Amendment provides that in
the event (i) the Issuer completes its offering of common stock as contemplated
in its Form S-2 Registration Statement filed with the Securities and Exchange
Commission, and (ii) if any shareholder's percentage of beneficial ownership of
Common Stock falls below three and one-half percent (3.5%), then such
shareholder's rights and obligations under the Shareholders' Agreement will
terminate. References to the "Shareholders' Agreement" herein shall mean the
Shareholders' Agreement as amended by the Amendment.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended and restated in its entirety as follows:
W/E Energy and the EnCap Entities hold a substantial ownership position in
the Issuer in order to be able to influence the business and management of the
Issuer. W/E Energy, through its nominees on the Board, intends to actively
participate in the business and management of the Issuer. Under the
Shareholders' Agreement, W/E Energy may designate three (3) of the seven (7)
members of the Issuer's Board of Directors. Under the Shareholders' Agreement,
as amended, if W/E Energy and the EnCap Entities' combined beneficial ownership
percentage of Common Stock drops below 15%, W/E Energy shall only be entitled to
elect two (2) directors, if W/E Energy and the EnCap Entities' combined
beneficial ownership percentage of Common Stock drops below 7%, W/E Energy shall
only be entitled to elect one (1) director, and if W/E Energy and the EnCap
Entities' combined beneficial ownership percentage drops below 5%, W/E Energy
shall lose its right to designate a director.
The reporting persons intend to monitor and evaluate their investment in
the Issuer in light of pertinent factors, including oil and gas prices, market
conditions, the Issuer's performance and prospects, the trading prices of the
Common Stock, conditions in the oil and gas industry and general economic
conditions. W/E Energy and the EnCap Entities may make additional purchases of
Common Stock in the future through market transactions or otherwise, maintain
its current investment or dispose of some or all of the Common Stock.
Except as set forth above, the reporting persons have no present plans or
proposals that relate to or that would result in any of the actions specified in
clauses (a) though (j) of Item 4 of Schedule 13D.
9
<PAGE> 10
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated in its entirety as follows:
(a) The following table describes the number of shares of Common Stock,
including shares of Common Stock issuable upon exercise or conversion of
derivative securities and the percent of outstanding Common Stock owned by the
reporting persons and the other parties to the Shareholders' Agreement, as
amended. All percentages are based on 6,422,650 Common Stock issued and
outstanding on February 3, 2000 and give effect to a 3-for-1 reverse stock split
effective on January 18, 2000.
<TABLE>
<CAPTION>
SHARES OUTSTANDING DERIVATIVE SECURITIES TOTAL
--------------------- --------------------------- -----------------------
NAME SOLE SHARED SOLE SHARED NUMBER %(1)
--------------------------- --------- --------- ------------ ------------ --------- -----
<S> <C> <C> <C> <C> <C> <C>
W/E Energy Company L.L.C. 1,585,185 -- 1,888,889(2) -- 3,474,074 41.8%
EnCap Investments L.L.C. -- 2,377,868 -- 2,485,351(3) 4,863,219 54.6%
EnCap III 336,724 -- 253,371(4) -- 590,095 8.82%
EnCap Acquisition III-B 254,665 -- 191,625(4) -- 446,290 6.73%
EnCap III-B -- 254,665 -- 191,625(4) 446,290 6.73%
ECIC Corporation 118,902 -- 89,469(4) -- 208,371 3.20%
BOCP Energy Partners, L.P. 82,392 -- 61,997(4) -- 144,389 2.23%
Kaiser-Francis Oil Company 1,112,578 -- -- -- 1,112,578 17.3%
C.J. Lett, III 411,519 -- -- -- 411,519 6.41%
Weskids, L.P. 281,229 -- 39,156(5) -- 320,385 4.96%
Alvin V. Shoemaker 228,074 22,222(6) 60,822(5) 10,093(6) 321,211 4.95%
</TABLE>
--------------
(1) In accordance with SEC regulations under Section 13(d) of the Act, the
percent shown in this column for each stockholder represents the number of
shares of Common Stock owned by the stockholder plus the derivative securities
(on an as converted basis) owned by such stockholder divided by the number of
shares outstanding plus the number of derivative securities (on an as converted
basis) owned by such stockholder.
(2) Represents warrants to purchase Common Stock which are exercisable within 60
days of this filing and notes convertible into Common Stock.
(3) Represents warrants to purchase Common Stock which are exercisable within 60
days of this filing, notes convertible into Common Stock and shares of Common
Stock issuable upon conversion of the Issuer's Series D Convertible Preferred
Stock.
(4) Represents warrants to purchase Common Stock which are exercisable within 60
days of this filing and shares of Common Stock issuable upon conversion of the
Issuer's Series D Convertible Preferred Stock.
(5) Represents shares of Common Stock issuable upon conversion of the Issuer's
Series B Convertible Preferred Stock.
(6) Mr. Shoemaker may be deemed to share the power to vote or direct the vote
and to dispose or direct the disposition of 32,315 shares of Common Stock with
Shoemaker Family Partners, L.P. and Shoeinvest II, L.P.
If the parties to the Shareholders' Agreement constitute a group for
purposes of Rule 13d-5 of the Act, then the group may collectively own an
aggregate of 7,028,912 shares of Common Stock of the Issuer (which is
approximately 77.9% of the outstanding shares of Common Stock of the Issuer as
of February 3, 2000 on a fully diluted basis). W/E Energy and EnCap Investments
disclaim any beneficial ownership of the other parties to the Shareholder'
Agreement and W/E Energy only claims beneficial ownership of 3,474,074 shares of
Common Stock of the Issuer.
(b) W/E Energy. W/E Energy has the sole power to vote and to dispose or
direct the disposition of 3,494,074 shares of Common Stock.
EnCap Investments. EnCap Investments may be deemed to have the power
to vote and direct the vote or to dispose or direct the disposition of 3,474,074
shares of Common Stock owned by W/E
10
<PAGE> 11
Energy (by virtue of being the controlling person of W/E Energy) and 1,389,145
shares collectively owned by the EnCap Entities (by virtue of being the general
partner or controlling person of each such entity). EnCap Investments disclaims
beneficial ownership of the shares of Common Stock owned by W/E Energy and by
the EnCap Entities.
EnCap III. EnCap III has the sole power to vote and dispose or direct
the disposition of 590,095 shares of Common Stock through its general partner,
EnCap Investments.
EnCap Acquisition III-B. EnCap III has the sole power to vote and
dispose or direct the disposition of 446,290 shares of Common Stock through its
controlling person, EnCap III-B.
EnCap III-B. EnCap III-B may be deemed to have the power to vote and
direct the vote or to dispose or direct the disposition of 446,290 shares owned
by EnCap Acquisition III-B (by virtue of being the controlling person of EnCap
Acquisition III-B), through EnCap III-B's general partner, EnCap Investments.
EnCap III-B disclaims beneficial ownership of the shares of Common Stock owned
by EnCap Acquisition III-B.
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 vote and direct
the vote or to dispose or direct the disposition of the shares of Common Stock
owned or deemed to be owned by EnCap Investments (by virtue of being controlling
persons of EnCap Investments). El Paso Field Services and El Paso Energy
disclaim beneficial ownership of the shares of Common Stock owned by W/E Energy
and by the EnCap Entities.
Executive Officers and Directors. Except as otherwise described
herein, 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 has the power to vote or direct the vote or
dispose or direct the disposition of any shares of Common Stock.
(c) W/E Energy transferred warrants to purchase 100,000 shares of Common
Stock to two parties as part of a brokers' fee related to its investment in the
Issuer. Except as otherwise described herein or in any Exhibit filed herewith,
to the knowledge of the reporting persons, 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) Except as otherwise described herein, no person 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.
No modification.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Joint Filing Agreement dated June 13, 2000 by and between W/E
Energy, EnCap Investments, EnCap III, EnCap Acquisition III-B and
EnCap III-B*
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Exhibit 10.1 - Securities Purchase Agreement dated July 1, 1999 by and
among the Issuer and W/E Energy. (Filed as Exhibit C to the
Definitive Proxy Statement filed by Issuer on July 19, 1999
and incorporated herein by reference).
Exhibit 10.2 - Shareholders' Agreement dated August 27, 1999 by and among
the Issuer, W/E Energy and each of the Major Shareholders.**
Exhibit 10.3 - Registration Rights Agreement dated August 27, 1999 by and
among Issuer, W/E Energy, Shoemaker Family Partnership,
L.P., Shoeinvest II, L.P. and the Major Shareholders.**
Exhibit 10.4 - Agreement and Plan of Merger dated December 21, 1999 among
W/E Energy, 3TM Acquisition L.L.C ., Magellan Exploration,
LLC and ECIC Corporation, EnCap III, EnCap Acquisition
III-B, BOCP Energy Partners, L.P., and Pel-Tex Partners,
L.L.C. (Filed as Exhibit C to the Definitive Proxy Statement
filed by Issuer on January 11, 2000 and incorporated herein
by reference).
Exhibit 10.5 - First Amendment to Shareholders' Agreement by and among the
Issuer, W/E Energy and each of the Major Shareholders and
W/E Energy Shareholders thereto dated May 30, 2000 (Filed as
Exhibit 10.29 to the Registration Statement on Form S-2/A
filed by Issuer on June 6, 2000 and incorporated herein by
reference).
Exhibit 10.6 - First Amendment to Agreement and Plan of Merger, effective
as of January 14, 2000, by and among 3TEC Energy
Corporation, 3TM Acquisition L.L.C., Magellan Exploration,
LLC, ECIC Corporation, EnCap Energy Capital Fund III, L.P.,
EnCap Energy Acquisition III-B, Inc., BOCP Energy Partners,
L.P., and Pel-Tex Partners, L.L.C. (Filed as Exhibit 2.1 to
the Form 8-K filed by Issuer February 4, 2000 and
incorporated herein by reference).
Exhibit 10.7 - Second Amendment to Agreement and Plan of Merger, effective
as of February 2, 2000, by and among 3TEC Energy
Corporation, 3TM Acquisition L.L.C., Magellan Exploration,
LLC, ECIC Corporation, EnCap Energy Capital Fund III, L.P.,
EnCap Energy Acquisition III-B, Inc., BOCP Energy Partners,
L.P., and Pel-Tex Partners, L.L.C. (Filed as Exhibit 2.2 to
the Form 8-K filed by Issuer February 4, 2000 and
incorporated herein by reference).
* Filed herewith.
** Filed as an exhibit to the Schedule 13D filed by W/E Energy and EnCap on
November 9, 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: June 13, 2000 W/E ENERGY COMPANY L.L.C.
By: /s/ FLOYD WILSON
-------------------------------------
Floyd Wilson
Managing Director
Date: June 13, 2000 ENCAP INVESTMENTS L.L.C.
By: /s/ D. MARTIN PHILLIPS
-------------------------------------
D. Martin Phillips
Managing Director
Date: June 13, 2000 ENCAP ENERGY CAPITAL FUND III, L.P.
BY: ENCAP INVESTMENTS L.L.C., General Partner
By: /s/ D. MARTIN PHILLIPS
-------------------------------------
D. Martin Phillips
Managing Director
Date: June 13, 2000 ENCAP ENERGY ACQUISITION III-B, INC.
By: /s/ D. MARTIN PHILLIPS
-------------------------------------
D. Martin Phillips
Vice President
Date: June 13, 2000 ENCAP ENERGY CAPITAL FUND III-B, L.P.
BY: ENCAP INVESTMENTS L.L.C.
By: /s/ D. MARTIN PHILLIPS
-------------------------------------
D. Martin Phillips
Managing Director
