SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: FEBRUARY 4, 2003
(Date of earliest event reported) FEBRUARY 2, 2003
3TEC ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 001-14745 63-1081013
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
700 Milam Street, Suite 1100, Houston, Texas 77002
(Address of principal executive offices and zip code)
(713) 821-7100
Registrant's telephone number, including area code
ITEM 5 - OTHER EVENTS
3TEC Energy Corporation ("3TEC") announced February 3, 2003, that it has
entered into a definitive agreement pursuant to which Plains Exploration &
Production Company ("PXP") will acquire 3TEC for a combination of cash and
stock. 3TEC stockholders will receive $8.50 in cash and 0.85 shares of PXP's
common stock for each share of 3TEC common stock, subject to certain adjustments
based on PXP's share price prior to closing of the transaction.
The transaction is expected to be closed during the second quarter of 2003.
The Agreement and Plan of Merger and related Voting Agreements,
Registration Rights Agreement and the February 3, 2003 press release are filed
herewith as Exhibits 10.1, 10.2, 10.3, 10.4 and 99.1 respectively, and are
incorporated herein by reference.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibits are filed herewith:
10.1 Agreement and Plan of Merger dated February 2, 2003, by and among Plains
Exploration & Production Company, PXP Gulf Coast Inc. and 3TEC Energy
Corporation.
10.2 Voting Agreement dated as of February 2, 2003, by and among Plains
Exploration & Production Company, 3TEC Energy Corporation, EnCap Energy
Acquisition III-B, Inc., EnCap Energy Capital Fund III, L.P., BOCP Energy
Partners, L.P., ECIC Corporation, Floyd C. Wilson, Stephen W. Herod, and
R.A. Walker.
10.3 Voting Agreement dated as of February 2, 2003, by and among Plains
Exploration & Production Company, 3TEC Energy Corporation, EnCap Energy
Capital Fund III-B, L.P., EnCap Energy Capital Fund III, L.P., BOCP Energy
Partners, L.P., Energy Capital Investment Company PLC, Sable Management,
L.P., and James C. Flores.
10.4 Registration Rights Agreement dated February 2, 2003, by and among Plains
Exploration & Production Company, EnCap Energy Capital Fund III, L.P.,
EnCap Energy Acquisition III-B, Inc., BOCP Energy Partners, L.P., ECIC
Corporation and EnCap Investments, L.L.C.
99.1 Press Release issued by PXP on February 3, 2003.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
3TEC Energy Corporation
(Registrant)
Date: February 4, 2003 By: /s/Floyd C. Wilson
------------------------
Floyd C. Wilson
Chief Executive Officer
INDEX TO EXHIBITS
10.1 Agreement and Plan of Merger dated February 2, 2003, by and among Plains
Exploration & Production Company, PXP Gulf Coast Inc. and 3TEC Energy
Corporation.
10.2 Voting Agreement dated as of February 2, 2003, by and among Plains
Exploration & Production Company, 3TEC Energy Corporation, EnCap Energy
Acquisition III-B, Inc., EnCap Energy Capital Fund III, L.P., BOCP Energy
Partners, L.P., ECIC Corporation, Floyd C. Wilson, Stephen W. Herod, and
R.A. Walker.
10.3 Voting Agreement dated as of February 2, 2003, by and among Plains
Exploration & Production Company, 3TEC Energy Corporation, EnCap Energy
Capital Fund III-B, L.P., EnCap Energy Capital Fund III, L.P., BOCP Energy
Partners, L.P., Energy Capital Investment Company PLC, Sable Management,
L.P., and James C. Flores.
10.4 Registration Rights Agreement dated February 2, 2003, by and among Plains
Exploration & Production Company, EnCap Energy Capital Fund III, L.P.,
EnCap Energy Acquisition III-B, Inc., BOCP Energy Partners, L.P., ECIC
Corporation and EnCap Investments, L.L.C.
99.1 Press Release dated February 3, 2003.