SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D. C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)

 

ECA Marcellus Trust I

(Name of Issuer)

 

Common Units

(Title of Class of Securities)

 

26827L 109

(CUSIP Number)

 

Donald C. Supcoe

Energy Corporation of America

4643 South Ulster Street

Suite 1100

Denver, Colorado 80237

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

Copies to:

David P. Oelman

Vinson & Elkins LLP

1001 Fannin Street, Suite 2500

Houston, TX 77002

(713)758-2222

 

May 16, 2014

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box:  o

(Continued on following pages)

 



 

CUSIP No.   26827L 109

13D

 

 

 

1

Name of Reporting Person
Energy Corporation of America

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
West Virginia

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

2



 

Item 1.   Security and Issuer

 

This Amendment No. 4 (this “Amendment”) amends and supplements that certain Schedule 13D initially filed on July 22, 2010, as amended by Amendment No. 1 filed on April 27, 2011, Amendment No. 2 filed on March 21, 2013 and Amendment No. 3 filed on May 7, 2014 (the “Schedule 13D”). This Amendment relates to the common units (the “ECT Common Units”), of ECA Marcellus Trust I a Delaware statutory trust (the “Issuer”), which has its principal executive offices at 919 Congress Avenue, Suite 500, Austin, Texas, 78701.

 

Item 2.   Identity and Background

 

(a), (b), and (c)  Name of Person Filing this Amendment:

 

This Amendment is being filed by Energy Corporation of America (“ECA”), which no longer beneficially owns any of the outstanding ECT Common Units of the Issuer.

 

The name, place of organization, principal business, address of the principal place of business and certain information concerning the officers and directors of ECA is as follows:

 

ENERGY CORPORATION OF AMERICA

 

ECA is a privately held energy company engaged in the exploration, development, production, gathering, aggregation and sale of natural gas and oil, primarily in the Appalachian Basin, Gulf Coast and Rocky Mountain regions in the United States and in New Zealand. ECA or its predecessors have owned and operated natural gas properties in the Appalachian Basin for more than 50 years, and ECA is one of the largest natural gas operators in the Appalachian Basin. ECA sells gas from its own wells as well as third-party wells to local gas distribution companies, industrial end users located in the Northeast and other gas marketing entities and into the spot market for gas delivered into interstate pipelines. ECA owns or operates, either directly or through its subsidiaries or affiliates, approximately 5,000 miles of gathering lines and intrastate pipelines that are used in connection with its gas aggregation activities.

 

The principal business address of ECA, which also serves as its principal office, is 4643 South Ulster Street, Suite 1100, Denver, Colorado 80237.  ECA is controlled and managed by a board of directors.  The directors and executive officers of ECA are as follows:

 

Name

 

Position with ECA

John Mork

 

President, Chief Executive Officer and Director

Donald C. Supcoe

 

Executive Vice President, General Counsel and Director

Kyle M. Mork

 

Senior Vice President and Chief Operations Officer and Director

Dennis L. McGowan

 

Senior Vice President

J. Michael Forbes

 

Vice President and Treasurer

George V. O’Malley

 

Vice President of Accounting

Peter A. Sullivan

 

Vice President of Exploration

Matthew C. Flavin

 

Vice President of Finance

David E. Jordan

 

Vice President of Information Technology

Rodney A. Winters

 

Vice President of Land

Randall Farkosh

 

Vice President of Marketing

Julie Ann Kitano

 

Secretary

 

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Name

 

Position with ECA

Thomas R. Goodwin

 

Director (Chairman)

W. Gaston Caperton, III

 

Director

Peter H. Coors

 

Director

John S. Fischer

 

Director

W. Grant Gregory

 

Director

James J. Markowsky

 

Director

F.H. McCullough, III

 

Director

Julie M. Mork

 

Director

Jerry W. Neely

 

Director

Jay S. Pifer

 

Director

 

(d)          None of the persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)           None of the entities or persons identified in this Item 2 has, during the last five years, been 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 or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

 

(f)            All of such directors and officers are citizens of the United States of America.

 

Item 3.   Source and Amount of Funds or Other Consideration

 

From March 21, 2013 through May 16, 2014, ECA disposed of 3,279,652 ECT Common Units in the ordinary course of business, including:

 

Date

 

Number of ECT
Common Units

 

Type of Disposition

May 9, 2013

 

100,444

 

ECA paid dividends to ECA shareholders of record as of March 31, 2013, with a portion of such being paid in cash and the remaining amount being paid in the form of ECT Common Units.

 

 

 

 

 

June 19, 2013

 

11,581

 

ECA made three individual sales in to the market of ECT Common Units at the prevailing market prices.

 

 

 

 

 

August 9, 2013

 

131,645

 

ECA paid dividends to ECA shareholders of record as of June 30, 2013, with a portion of such being paid in cash and the remaining amount being paid in the form of ECT Common Units.

 

 

 

 

 

August 13, 2013

 

95,300

 

ECA made 17 individual sales in to the market of ECT Common Units at the prevailing market prices.

 

 

 

 

 

August 15, 2013

 

8,700

 

ECA made two individual sales in to the market of ECT Common Units at the prevailing market prices

 

 

 

 

 

August 27, 2013

 

100

 

ECA made one sale in to the market of ECT Common Units at the prevailing market price

 

 

 

 

 

September 9, 2013

 

2,000

 

ECA made one sale in to the market of ECT Common Units

 

4



 

Date

 

Number of ECT
Common Units

 

Type of Disposition

 

 

 

 

owned by ECA at the prevailing market price

 

 

 

 

 

November 7, 2013

 

67,636

 

ECA made multiple sales in to the market of ECT Common Units at the prevailing market price.

 

 

 

 

 

November 8, 2013

 

10,490

 

ECA made multiple sales in to the market of ECT Common Units owned by ECA at the prevailing market price.

 

 

 

 

 

November 8, 2013

 

132,157

 

ECA paid dividends to ECA shareholders of record as of September 30, 2013, with a portion of such being paid in cash and the remaining amount being paid in the form of ECT Common Units owned by ECA.

 

 

 

 

 

November 11, 2013

 

34,546

 

ECA made multiple sales in to the market of ECT Common Units at the prevailing market price.

 

 

 

 

 

November 22, 2013

 

36,391

 

ECA transferred ECT Common Units to a retiring employee.

 

 

 

 

 

December 27, 2013

 

37,551

 

ECA transferred ECT Common Units to a retiring employee.

 

 

 

 

 

May 7, 2014

 

111,111

 

ECA transferred ECT Common Units to a third party consultant.

 

 

 

 

 

May 16, 2014

 

2,500,000

 

ECA sold the remaining ECT Common Units that it owned, including 342,710 ECT Common Units that were purchased for the account of ECA by a third party without consulting ECA, to a third party.

 

Item 4.   Purpose of Transaction

 

ECA acquired the ECT Common Units in 2010 for investment purposes.  ECA currently has no plans to undertake any action that would require further disclosure under this Item 4.

 

Item 5.   Interest in Securities of the Issuer.

 

(a)                                 As of May 20, 2014, ECA does not own any ECT Common Units.

 

(b)                                 Not applicable.

 

(c)                                  Except as described in this Amendment, there have been no transactions in the ECT Common Units effected by ECA, or, to the knowledge of ECA, any person identified in Item 2, during the past 60 days.

 

(d)                                 Except as described in this Amendment, no other person is known by ECA to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, ECT Common Units beneficially owned by ECA.

 

(e)           Not applicable.

 

5



 

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

There are no contracts, arrangements, understandings or relationship with respect to the ECT Common Units that require disclosure on this Amendment.

 

Item 7.   Material to be Filed as Exhibits

 

None.

 

6



 

Signature

 

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.

 

May 20, 2014

ENERGY CORPORATION OF AMERICA

 

 

 

 

 

 

By:

/s/ Donald C. Supcoe

 

Name:

Donald C. Supcoe

 

Title:

Executive Vice President & General Counsel

 

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