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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report : February 3, 2003
(Date of earliest event reported): February 2, 2003
Plains Exploration & Production Company
(Exact Name of Registrant as Specified in Charter)
Delaware 001-31470 33-0430755
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
500 Dallas Street, Suite 700
Houston, Texas 77002
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 739-6700
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Item 5. Other Events.
On February 3, 2003, Plains Exploration & Production Company issued a
press release announcing that it had entered into a definitive Agreement and
Plan of Merger with PXP Gulf Coast Inc. and 3TEC Energy Corporation in a
transaction valued at approximately $432 million. The Agreement and Plan of
Merger and related Voting Agreements, Registration Rights Agreement and press
release are attached to this form 8-K as Exhibits 10.1, 10.2, 10.3, 10.4 and
99.1, respectively, and are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit Description
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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Plains Exploration & Production Company
/s/ Stephen A. Thorington
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Stephen A. Thorington
Chief Financial Officer
Dated: February 3, 2003
Index to Exhibits
Exhibit Description
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.