SC 13D/A 1 h06590bsc13dza.txt ENCAP ENERGY CAPITAL FUND III, L.P. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 6) 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) JUNE 3, 2003 (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 1 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. ("ENCAP III") 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 0 Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 0% (14) Type of Reporting Person (See Instructions) PN Page 2 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. ("ENCAP ACQUISITION III-B") IS A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF TEXAS Number of (7) Sole Voting Power 0 Shares Bene- ficially (8) Shared Voting Power 0 Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 0% (14) Type of Reporting Person (See Instructions) CO Page 3 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. ("ENCAP III-B") 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 0 Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 0% (14) Type of Reporting Person (See Instructions) PN Page 4 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 0 Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 0% (14) Type of Reporting Person (See Instructions) OO Page 5 ITEM 1. SECURITY AND ISSUER. No modification. ITEM 2. IDENTITY AND BACKGROUND. Items 2(a) - (c). No modification. (d) - (f) Items 2 (d) - (f) are amended in their entirety as follows: See Schedule I. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No modification. ITEM 4. PURPOSE OF TRANSACTION. The following is added to Item 4: On February 2, 2003, the Issuer entered into a merger agreement (the "Merger Agreement")with Plains Exploration & Production Company ("Plains") which provided for, among other things, the Issuer's merger (the "Merger") with and into a subsidiary of Plains and for the separate corporate existence of the Issuer to cease, with the subsidiary of Plains continuing as the surviving corporation. On June 3, 2003, the Issuer redeemed in full all of the shares of Series D Preferred Stock owned by EnCap III, EnCap Acquisition III-B, and BOCP Energy Partners, L.P. ("BOCP") for a per share consideration, in cash, of $24.21. On June 3, 2003, EnCap III exercised its options to purchase (i) 70,000 shares of the Issuer's Common Stock for $14.01 per share on a cashless exercise basis and received 12,312 shares of the Issuer's Common Stock, (ii) 20,000 shares of the Issuer's Common Stock for $13.89 per share on a cashless exercise basis and received 3,659 shares of the Issuer's Common Stock, and (iii) 20,000 shares of the Issuer's Common Stock for $15.13 per share on a cashless exercise basis and received 2,200 shares of the Issuer's Common Stock. On June 3, 2003, (i) EnCap III exchanged its warrants to purchase 372,393 shares of the Issuer's Common Stock for $3.00 per share on a cashless exchange basis and received 306,677 shares of the Issuer's Common Stock, (ii) EnCap Acquisition III-B exchanged its warrants to purchase 281,642 shares of the Issuer's Common Stock for $3.00 per share on a cashless exchange basis and received 231,940 shares of the Issuer's Common Stock, and (iii) BOCP exchanged its warrants to purchase 91,120 shares of the Issuer's Common Stock for $3.00 per share on a cashless exchange basis and received 75,040 shares of the Issuer's Common Stock. On June 4, 2003, the Merger was consummated (the "Merger Effective Time"). Pursuant to the Merger Agreement, as a result of the Merger, (i) each share of the Issuer's Common Stock outstanding was exchanged for $8.50 in cash and 0.85 shares of Plains common stock, and (ii) each warrant to purchase a share of the Issuer's Common Stock for $30.00 per share was assumed by Plains and will represent a right to receive 0.85 shares of Plains' common stock and $8.50 in cash for $30.00 (the "Plains Warrants"). As a result of the foregoing, (i) EnCap III received $13,523,428.52 in cash, 1,352,343 shares of Plains' common stock, and 79,939 Plains Warrants, (ii) EnCap Acquisition III-B received $10,110,983.5 in cash, 1,011,098 shares of Plains' common stock, and 60,458 Plains Warrants, and (iii) BOCP received $3,271,216.50 in cash, 327,122 shares of Plains' common stock, and 19,560 Plains Warrants. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended and restated in its entirety as follows: (a) As of the date hereof, none of EnCap III, EnCap Acquisition III-B, EnCap III-B, BOCP, or EnCap Investments beneficially owns any shares of the Issuer's Common Stock. (b) 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 0 shares of Common Stock. EnCap III. EnCap III has the sole power to vote and dispose or direct the disposition of 0 shares of Common Stock. EnCap Acquisition III-B. EnCap Acquisition III-B has the sole power to vote and dispose or direct the disposition of 0 shares of Common Stock. 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 0 shares of Common Stock. Page 6 El Paso Merchant Energy and El Paso Corporation. Each of El Paso Merchant Energy and El Paso Corporation may be deemed to have the power to vote and direct the vote or to dispose or direct the disposition of 0 shares of Common Stock. 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) Except as otherwise described herein or in any Exhibit filed herewith, and to the knowledge of the reporting persons, none of the persons named in response to Paragraph (a) above has affected any transaction in the Common Stock during the past sixty (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) At the Merger Effective Time, each of EnCap III, EnCap Acquisition III-B, EnCap III-B, and EnCap Investments 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. No modification. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. No modification. Page 7 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 4, 2003 ENCAP INVESTMENTS L.L.C. By: /s/ David B. Miller ------------------- David B. Miller Managing Director Date: June 4, 2003 ENCAP ENERGY CAPITAL FUND III, L.P. By: EnCap Investments L.L.C., its general partner By: /s/ David B. Miller ------------------- David B. Miller Managing Director Date: June 4, 2003 ENCAP ENERGY ACQUISITION III-B, INC. By: /s/ David B. Miller ------------------- David B. Miller Vice President Date: June 4, 2003 ENCAP ENERGY CAPITAL FUND III-B, L.P. By: EnCap Investments L.L.C., its general partner By: /s/ David B. Miller ------------------- David B. Miller Managing Director EXHIBIT 1 AGREEMENT The undersigned reporting persons hereby agree that the statements filed pursuant to this Schedule 13D/A, to which this Agreement is filed as an exhibit, are filed on behalf of each of them. Date: June 4, 2003 ENCAP INVESTMENTS L.L.C. By: /s/ David B. Miller ------------------- David B. Miller Managing Director Date: June 4, 2003 ENCAP ENERGY CAPITAL FUND III, L.P. By: EnCap Investments L.L.C., its general partner By: /s/ David B. Miller ------------------- David B. Miller Managing Director Date: June 4, 2003 ENCAP ENERGY ACQUISITION III-B, INC. By: /s/ David B. Miller ------------------- David B. Miller Vice President Date: June 4, 2003 ENCAP ENERGY CAPITAL FUND III-B, L.P. By: EnCap Investments L.L.C., its general partner By: /s/ David B. Miller ------------------- David B. Miller Managing Director 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 executive officers and directors of EnCap Energy Acquisition III-B, Inc., (ii) the managing directors of EnCap Investments, (iii) the directors and executive officers of El Paso Merchant Energy, and (iv) the directors and executive officers of El Paso Corporation are set forth below:

I-14 ----------------------------------------------------------------------------------------------------------------- Faye L. Stallings Senior Vice Senior Vice President, El Paso Merchant Energy 1001 Louisiana Street President, Chief Chief Financial Officer, North America Company Houston, Texas 77002 Financial Officer, and Treasurer El Paso 1001 Louisiana Street Treasurer, Controller Merchant Energy Houston, Texas 77002 and Director -----------------------------------------------------------------------------------------------------------------

I-15 ----------------------------------------------------------------------------------------------------------------- Room 201 (M.S. 4075) Stanford, CA 94305 Stanford, California 94305 ----------------------------------------------------------------------------------------------------------------- Robert W. Goldman Director Business Consultant 13 Dupont Circle 13 Dupont Circle Sugar Land, Texas 77479 Sugar Land, Texas 77479 ----------------------------------------------------------------------------------------------------------------- Anthony W. Hall, Jr. Director City Attorney City of Houston City of Houston City of Houston, Texas 900 Bagby, 4th Floor 900 Bagby, 4th Floor Houston, Texas 77002 Houston, Texas 77002 ----------------------------------------------------------------------------------------------------------------- William A. Wise Director Retired El Paso Corporation 2121 Kirby, Mailbox 50 1001 Louisiana Street Houston, Texas 77019 Houston, Texas 77002 ----------------------------------------------------------------------------------------------------------------- J. Carleton MacNeil Jr. Director Securities Consultant 3421 Spanish Trail 3421 Spanish Trail Apt. 227D Apt. 227D Delray, Florida 33483 Delray, Florida 33483 ----------------------------------------------------------------------------------------------------------------- Thomas R. McDade Director Senior Partner, McDade, McDade, Fogler, Maines, L.L.P. McDade, Fogler, Maines, L.L.P. Fogler, Two Houston Center Two Houston Center Maines, L.L.P. 909 Fannin, Suite 1200 909 Fannin, Suite 1200 Houston, Texas 77010 Houston, Texas 77010 ----------------------------------------------------------------------------------------------------------------- Malcolm Wallop Director Frontiers of Freedom Frontiers of Freedom Foundation Frontiers of Freedom Foundation Foundation 12011 Lee Jackson Memorial Hwy. 12011 Lee Jackson Memorial Hwy. Fairfax, VA 22033 Fairfax, Virginia 22033 ----------------------------------------------------------------------------------------------------------------- Joe B. Wyatt Director Chancellor Emeritus Vanderbilt University 2525 West End Ave., Vanderbilt University 2525 West End Ave., Suite 1410 Suite 1410 Nashville, Tennessee 37203 Nashville, TN 37203 ----------------------------------------------------------------------------------------------------------------- John Whitmire Director Chairman of the Board, Consol Energy, Inc. 10101 Southwest Freeway Consol Energy, Inc. 10101 Southwest Freeway, #380 #380 Houston, TX 77074 Houston, Texas 77074 ----------------------------------------------------------------------------------------------------------------- J. Michael Talbert Director Chairman of the Board, Transocean, Inc. Transocean, Inc. Transocean, Inc. 4 Greenway Plaza 4 Greenway Plaza Houston, TX 77046 Houston, Texas 77046 ----------------------------------------------------------------------------------------------------------------- James L. Dunlap Director Business Consultant 1659 North Boulevard 1659 North Boulevard Houston, TX 77006 Houston, Texas 77006 -----------------------------------------------------------------------------------------------------------------

(d) Neither EnCap III, EnCap Acquisition III-B, EnCap III-B, EnCap Investments, El Paso Corporation, El Paso Merchant Energy, nor any of the individuals identified in this Schedule I has, to the knowledge of the reporting persons, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither EnCap III, EnCap Acquisition III-B, EnCap III-B, EnCap Investments, El Paso Corporation, El Paso Merchant Energy, nor any of the individuals identified in this Schedule I has, to the knowledge of the reporting persons, 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) To the knowledge of the reporting persons, each of the individuals identified in this Schedule I is a citizen of the United States of America, with the exception of Juan Carlos Braniff, who is a citizen of Mexico. I-16

3TEC ENERGY CORP SC 13D/A