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[Letterhead]
December 23, 1996
VIA FAX AND EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Document Control
Re: NPC Energy Corp. Registration Statement on Form S-4
File Number 33-99247
REQUEST FOR WITHDRAWAL
Ladies and Gentlemen:
On behalf of NPC Energy Corp. (the "Registrant"), and its counsel, we
hereby request, pursuant to Rule 477 promulgated under the Securities Act of
1933, as amended (the "Act"), that the Securities and Exchange Commission
(the "Commission") consent to the withdrawal of the Registrant's Registration
Statement on Form S-4, File No. 33-99247 (the "Registration Statement").
The basis for the withdrawal request is that the Registrant has entered
into an Agreement of Merger (the "Merger Agreement") by and among the
Registrant, Bison Energy Corp. ("Bison"), C.J. Lett, III, and Middle Bay Oil
Company, Inc. ("Middle Bay"). Pursuant to the terms of the Merger Agreement,
the Registrant shall merge (the "Merger") with and into Middle Bay, with the
result that the shareholders of the Registrant, except for Bison, shall
receive cash in the amount of $3.50 per share of common stock, $.01 par value
("NPC Common Stock"), held by them at the effective date of the Merger. Bison
shall receive in the Merger, shares of common stock of Middle Bay ("Middle
Bay Common Stock"), in an amount equal to 1.25 shares of Middle Bay Common
Stock for each share of NPC Common Stock held by Bison. The Registrant
believes that the issuance of Middle Bay Common Stock to Bison will be
effected pursuant to Section 4(2) of the Act.
The Registrant filed the Registration Statement for the purpose of
distributing to limited partners (the "Limited Partners") of ten limited
partnerships (the "Limited Partnerships"), shares of NPC Common Stock owned
by the Limited Partnerships. The Limited Partnerships acquired such NPC
Common Stock in connection with a reorganization in which the Limited
Partnerships exchanged assets (including oil and gas properties) and
operations for NPC Common Stock. The
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U.S. Securities and Exchange Commission
December 23, 1996
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Registration Statement was not declared effective by the Commission and the
proposed distribution was never consummated.
In the Merger, each Limited Partner will receive his or her pro rata share
of the cash, determined in accordance with their respective interests in the
Limited Partnerships. Each Limited Partner will be afforded appraisal rights
in accordance with the provisions of the Oklahoma General Corporation Act
pertaining to dissenters rights.
Should the staff of the Commission have further questions regarding this
application, please do not hesitate to contact the undersigned at (405)
235-4100.
Very truly yours,
PHILLIPS MCFALL MCCAFFREY MCVAY &
MURRAH, P.C.
/s/ Douglas A. Branch
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Douglas A. Branch
For the Firm
cc: Evan Calio, Esq.
(U.S. Securities and Exchange Commission)
Mr. C.J. Lett, III, NPC Energy Corp.
H. Grady Thrasher, III, Esq., Thrasher, Whitley, Hampton & Morgan
