SC 13D 1 h80823sc13d.txt MPAC ENERGY, LLC FOR AROC INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934* AROC INC. (NAME OF ISSUER) COMMON STOCK, $0.001 PAR VALUE PER SHARE (TITLE OF CLASS OF SECURITIES) 02932810 (CUSIP NUMBER) F. FOX BENTON, JR. MPAC ENERGY, LLC 13101 NORTHWEST FREEWAY, SUITE 320 HOUSTON, TEXAS 77040 (713) 659-6100 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) AUGUST 11, 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 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). 2 SCHEDULE 13D CUSIP NO. 02932010 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS MPAC Energy, LLC -------------------------------------------------------------------------------- 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 MPAC Energy, LLC is a limited liability company formed under the laws of state of Texas -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 586,528,916 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 586,528,916 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 586,528,916 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 93.7%(1) -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO -------------------------------------------------------------------------------- (1) Based on 55,278,837 shares issued and outstanding as of July 15, 2000 as disclosed in the Issuer's (defined in Item 1) Annual Report on Form 10-K for the year ended April 30, 2000. Page 2 3 ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this statement relates is common stock, $0.001 par value per share (the "Common Stock") of AROC Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 4200 East Skelly Drive, Suite 1000, Tulsa, Oklahoma 74135. ITEM 2. IDENTITY AND BACKGROUND. (a) - (c) MPAC Energy, LLC ("MPAC") is a limited liability company organized under the laws of the State of Texas. MPAC's principal business address and office is located at 3101 Northwest Freeway, Suite 320 Houston, Texas 77040. The principal business of MPAC is engaging in oil and gas related investments. The controlling members of MPAC are EnCap Equity 1996 Limited Partnership ("EnCap 96 LP"), a Texas limited partnership, EnCap Equity 1994 limited partnership ("EnCap 94 LP"), a Texas limited partnership, Energy Capital Investment Company, PLC ("Energy PLC"), a company organized and existing under the laws of England, EF-II Holdings, L.L.C. ("EF-II"), a Texas limited liability company, EnCap Investments L.L.C. ("EnCap Investments"), a Delaware limited liability company, and El Paso Capital Investments, L.L.C. ("El Paso Capital"), a Delaware limited liability company. The sole general partner of EnCap 96 LP and EnCap 94 LP is EnCap Investments. The members of EF-II holdings are EnCap 96 LP and Energy PLC. The sole member of EnCap Investments and El Paso Capital is El Paso Field Services Company ("El Paso Field Services"), a Delaware corporation. The controlling person of El Paso Field Services is El Paso Energy Corporation ("El Paso Energy") Current information concerning the board of managers of MPAC, the officers and directors of Energy PLC, the managing directors of EnCap Investments, the executive officers and directors of El Paso Energy, and the executive officers and directors of El Paso Field Services is set forth on Schedule 1. (d) - (e) See Schedule 1. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On August 11, 2000, each of EnCap 96 LP, EnCap 94 LP, Energy PLC, EF-II, EnCap Investments and El Paso Capital contributed and assigned equity securities in Issuer held by it to MPAC in exchange for a membership interest in MPAC. ITEM 4. PURPOSE OF TRANSACTION. The reporting person acquired the securities covered by this statement for investment purposes. The reporting person has acquired a controlling interest in the Issuer. Although no agreement has been entered into by the reporting person and the Issuer with respect to board representation, it is nonetheless the intention of the reporting person that representatives of, or persons acceptable to, the reporting person will become a majority of the board of directors within a relatively short period of time. The reporting person intends to monitor its investment in the Issuer on a continuing basis in the ordinary course of business and, depending upon the price of, and other market conditions relating to the Common Stock, subsequent developments in the Issuer, the Issuer's business and prospects, general stock market and economic conditions, tax considerations and other factors deemed relevant, may decide to increase or decrease the size of their investment in the Issuer. Given the size of the reporting person's interest in the Issuer and other salient factors, representatives of Page 3 4 the reporting person have had discussions with senior management of the Issuer as to whether Issuer should engage in a transaction that would result in the Issuer's Common Stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act. On August 16, 2000, Issuer announced that its senior management had proposed to its board of directors that the board consider a transaction to acquire for cash, in an amount to be determined by the board, all of the shares of its common stock held by persons other than Issuer's largest stockholders. Except as otherwise set forth above, the reporting person has no present plan or proposal that relates to or that would otherwise result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the reporting person reserves the right to formulate specific plans or proposals with respect to, or to change its intentions regarding, any or all of the foregoing. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) MPAC is the beneficial owner of 586,528,916 shares of Common Stock on an as converted basis. Based on the 55,278,837 shares of Common Stock issued and outstanding as of July 15, 2000, as disclosed in the Issuer's Annual Report on Form 10-K for the year ended April 30, 2000, MPAC may be deemed the beneficial owner of approximately 93.7% of the outstanding Common Stock. Board of Managers and Controlling Members. Except as otherwise described herein, to the knowledge of the filing person, none of the controlling members or members of the board of managers of MPAC named in Item 2 is the beneficial owner of any shares of Common Stock. (b) MPAC has the sole power to vote and direct the vote or to dispose or direct the disposition of 586,528,916 shares of Common Stock. Board of Managers and Controlling Members. No controlling member or member of the board of managers of MPAC has the sole power to vote or direct the vote or dispose or direct the disposition of any shares of Common Stock. (c) On August 11, 2000, F. Fox Benton, Jr. transferred 10,400,000 shares of the Issuer's Convertible Restricted Voting Stock, $0.001 par value per share ("Restricted Stock") to MPAC in exchange for a membership interest in MPAC. F. Fox Benton, Jr.'s wife and children also exchanged an additional 9,600,000 shares of Restricted Stock for a membership interest in MPAC. Except as otherwise described herein or in any Exhibit filed herewith and to the knowledge of each of the filing persons, none of the other persons named in response to paragraph (a) above has effected any transaction in 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 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 Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. Except as disclosed in this Schedule 13D or in the Exhibits filed herewith, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the individuals or entities described in Item 2 or between such persons and any other person with respect to the Common Stock deemed to be beneficially owned by the reporting persons. Page 4 5 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. There is no material to be filed as Exhibits. Page 5 6 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: October 11, 2000 MPAC ENERGY, LLC By: /s/ F. Fox Benton, Jr. ------------------------- F. Fox Benton, Jr. President 7 SCHEDULE I DIRECTORS, MANAGERS, EXECUTIVE OFFICERS, OR CONTROLLING PERSONS The name, business address, present principal occupation or employment and the name, principal business address of any corporation or other organization in which such employment is conducted, of each of (i) the members of the board of managers of MPAC, (ii) the executive officers and directors of Energy PLC, (iii) the managing directors of EnCap Investments, (iv) the directors and executive officers of El Paso Capital, (v) the directors and officers of El Paso Field Services, and (vi) the directors and officers of El Paso Energy, are set forth below:

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Page 10 11 H. Brent Austin Director and Executive Executive Vice President and El Paso Energy Corporation 1001 Louisiana Street Vice President Chief Financial Officer of El 1001 Louisiana Street Houston, Texas 77002 Paso Energy Houston, Texas 77002 Joel Richards III Executive Vice President Executive Vice President of El El Paso Energy Corporation 1001 Louisiana Street Paso Energy 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 Britton White Jr. Executive Vice Executive Vice President and El Paso Energy Corporation 1001 Louisiana Street President, Law General Counsel of El Paso Energy 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 Jeffrey I. Beason Senior Vice President Senior Vice President and El Paso Energy Corporation 1001 Louisiana Street and Controller Controller of El Paso Energy 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 D. Mark Leland Senior Vice President Senior Vice President and Chief El Paso Field Services Company 1001 Louisiana Street and Chief Financial Financial Officer of El Paso 1001 Louisiana Street Houston, Texas 77002 Officer Field Services Houston, Texas 77002

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Page 12 13 John D. Hushon President of El President of El Paso El Paso Energy International Company 1001 Louisiana Street Paso Energy Energy International 1001 Louisiana Street Houston, Texas 77002 International Company Houston, Texas 77002 Company Greg G. Jenkins President of El President of El Paso El Paso Global Networks Company 1001 Louisiana Street Paso Global Global Networks Company 1001 Louisiana Street Houston, Texas 77002 Networks Company Houston, Texas 77002 Robert G. Phillips President of El President of El Paso El Paso Field Services Company 1001 Louisiana Street Paso Field Field Services Company 1001 Louisiana Street Houston, Texas 77002 Services Company Houston, Texas 77002 James C. Yardley President, President, Southern Southern Natural Gas Company 1001 Louisiana Street Southern Natural Natural Gas Company 1001 Louisiana Street Houston, Texas 77002 Gas Company Houston, Texas 77002 John B. Holmes, Jr. President, El Paso President, El Paso El Paso Production Company 1001 Louisiana Street Production Company Production Company 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 Stephen C. Beasley President, President, Tennessee Tennessee Gas Pipeline Company 1001 Louisiana Street Tennessee Gas Gas Pipeline Company 1001 Louisiana Street Houston, Texas 77002 Pipeline Company Houston, Texas 77002 Byron Allumbaugh Director Retired Chairman, 610 Newport Center Drive 610 Newport Center Drive, Ralphs Grocery Company Suite 210 Suite 210 Newport Beach, CA 92660 Newport Beach, CA 92660 Juan Carlos Braniff Director Vice Chairman, Universidad 1200, Col. XOCO Universidad 1200, Col. XOCO Grupo Financiero Mexico, D.F.C.P. 03339 Mexico, D.F.C.P. 03339 Bancomer James F. Gibbons Director Professor at Stanford Stanford University Stanford University University School of Paul G. Allen Center for Integrated Systems Paul G. Allen Center for Engineering Room 201 (Mail Stop 4075) Integrated Systems Stanford, CA 94305 Room 201 (Mail Stop 4075) Stanford, CA 94305 Ronald L. Kuehn, Jr. Chairman of the Chairman of the Board El Paso Energy Corporation 1001 Louisiana Street Board of El Paso Energy 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 Max L. Lukens Director Former President and 3415 Albans 3415 Albans Chief Executive Houston, Texas 77005 Houston, Texas 77005 Officer, Baker Hughes Incorporated

Page 13 14 Ben F. Love Director Investor/Retired Chase Bank, Texas 600 Travis, 18th Floor Chairman and CEO, Chase Chase Tower Houston, Texas 77002 Bank of Texas 600 Travis, 18th Floor Houston, Texas 77002 Kenneth L. Smalley Director Retired President of 5 Queensview Court 5 Queensview Court Phillips 66 Natural Gas Dallas, Texas 75225 Dallas, Texas 75225 Company Adrian M. Tocklin Director President and Chief Tocklin & Associates, Inc. Tocklin & Associates, Inc. Executive Officer, 4961 Bocopa Lane South 4961 Bocopa Lane South Tocklin & Associates, #801 Islamorada #801 Islamorada Inc. St. Petersburg, FL 33715 St. Petersburg, FL 33715 Malcolm Wallop Director Chairman, Western Western Strategy Group Western Strategy Group Strategy Group 1100 Wilson Blvd., 1100 Wilson Blvd., Suite 1400 Suite 1400 Arlington, VA 22209 Arlington, VA 22209 Joe B. Wyatt Director Chancellor Emeritus, Vanderbilt University Vanderbilt University Vanderbilt University 211 Kirkland Mall 211 Kirkland Mall Nashville, TN 37240 Nashville, TN 37240 Selim K. Zilkha Director Investor 750 Lausanne Road 750 Lausanne Road Los Angeles, CA 90077 Los Angeles, CA 90077

(d) None of MPAC, Energy PLC, EnCap 96 LP, EnCap 94 LP, EnCap Investments, El Paso Capital, EF-II Holdings, El Paso Energy, El Paso Field Services, or any of the individuals identified in this Schedule 1 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of MPAC, Energy PLC, EnCap 96 LP, EnCap 94 LP, EnCap Investments, El Paso Capital, EF-II Holdings, El Paso Energy, El Paso Field Services, or any of the individuals identified in this Schedule 1 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and a result of such proceeding was or is subject to 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. (f) Each of the individuals identified in this Schedule 1 is a citizen of the United States of America, with the exception of (i) Peter C. Tudball, C.B.E., Alan B. Henderson, and William W. Vanderfelt who are all citizens of the United Kingdom, (ii) Energy PLC which was formed under the laws of the United Kingdom, (iii) Leo G. Deschuyteneer who is a citizen of Belguim, (iv) James F. Ladner who is a citizen of Switzerland, and (v) Juan Carlos Braniff who is a citizen of Mexico. Page 14

AROC INC SC 13D