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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
MILLER EXPLORATION COMPANY
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(Name of Issuer)
COMMON STOCK $0.01 PAR VALUE
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(Title of Class of Securities)
600533 10 0
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(CUSIP Number)
Stephen C. Waterbury
Warner Norcross & Judd LLP
900 Old Kent Building
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487
(616)752-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 9, 1998
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(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(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ].
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.
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).
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CUSIP NO. 600533 10 0 13 D PAGE 2 OF 6 PAGES
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1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Kelly E. Miller
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*>
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) _____
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES 7. SOLE VOTING POWER 914,295
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BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 84,024
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EACH REPORTING 9. SOLE DISPOSITIVE POWER 914,295
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PERSON WITH 10. SHARED DISPOSITIVE POWER 84,024
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 998,319
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0%
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14. TYPE OF REPORTING PERSON (See Instructions) IN
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<F*> SEE INSTRUCTIONS BEFORE FILLING OUT.
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CUSIP NO. 600533 10 0 13 D PAGE 3 OF 6 PAGES
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1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Miller and Miller, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*>
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) _____
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES 7. SOLE VOTING POWER 0
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BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 84,024
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EACH REPORTING 9. SOLE DISPOSITIVE POWER 0
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PERSON WITH 10. SHARED DISPOSITIVE POWER 84,024
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 84,024
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]<F**>
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .7%
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14. TYPE OF REPORTING PERSON (See Instructions) CO
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<F*> SEE INSTRUCTIONS BEFORE FILLING OUT.
<F**> EXCLUDES SHARES BENEFICIALLY OWNED BY KELLY E. MILLER.
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ITEM 1 SECURITIES AND ISSUER
This statement relates to the acquisition of 998,319 shares of the
$0.01 par value common stock of Miller Exploration Company (the "Company"),
the address of the executive office of which is 3104 Logan Valley Road,
Traverse City, Michigan 49684. This statement is being filed jointly on
behalf of (1) Kelly E. Miller and (2) Miller and Miller, Inc.
ITEM 2 IDENTITY AND BACKGROUND
(1)
(a) Name: Kelly E. Miller
(b) Business address: 3104 Logan Valley Road, Traverse City, Michigan
49684
(c) Mr. Miller is the President, Chief Executive Officer, and a
director of the Company. The Company is an independent oil and
gas exploration and production company.
(d) Mr. Miller has not been convicted in a criminal proceeding during
the previous five years.
(e) Mr. Miller has not been a party in a civil or administrative
proceeding involving an alleged violation of any state or federal
securities laws during the previous five years.
(f) Mr. Miller is a citizen of the United States of America.
(2)
(a) Name and state of organization: Miller and Miller, Inc., a
Michigan corporation.
(b) Business address: 3104 Logan Valley Road, Traverse City, Michigan
49684
(c) Business purpose: Miller and Miller, Inc. is an oil and gas
exploration company.
(d) Miller and Miller, Inc. has not been convicted in a criminal
proceeding during the previous five years.
(e) Miller and Miller, Inc. has not been a party in a civil or
administrative proceeding involving an alleged violation of any
state or federal securities laws during the previous five years.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Miller, as sole trustee of the Kelly E. Miller Trust, was issued
100 shares of common stock of the Company in connection with its formation
on November 14, 1997. The Company issued the shares upon payment of $100
by Mr. Miller in a transaction exempt under Section 4(2) of the Securities
Act. Mr. Miller acquired the remaining 998,219 shares through an Exchange
and Combination Agreement (the "Combination Agreement") entered into with
the Company's predecessor, Miller Oil Corporation ("MOC"), that became
effective as of November 12, 1997. The 998,219 shares include 914,195
shares held by the Kelly E. Miller Trust, a revocable trust of which Kelly
E. Miller is the sole trustee, and 84,024 shares held by Miller and Miller,
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Inc., which is owned by the Kelly E. Miller Trust. Mr. Miller
contributed, under the Combination Agreement, assets including capital
stock of MOC and interests in oil and gas properties in which MOC also
had an interest. In exchange for these assets, Mr. Miller received a
number of shares of common stock of the Company proportionate to the
value of his ownership interest in the assets. The percentage interest
of Mr. Miller's interest in the assets was established in the Combination
Agreement. The shares of common stock obtained in connection with the
Combination Agreement were offered and sold by the Company without
registration, in reliance upon the exemption from registration made
available under Section 4(2) of the Securities Act and Rules 501-503
and 506-508 of Regulation D promulgated thereunder.
ITEM 4 PURPOSE OF TRANSACTION
(1) Mr. Miller acquired the shares as an investment. Mr. Miller intends
for the Company to continue its business of oil and gas exploration and
production. Mr. Miller intends for the common stock of the Company to
continue to be eligible for trading on The Nasdaq Stock Market.
(2) Miller and Miller, Inc. acquired the shares as an investment. Miller
and Miller, Inc. intends for the Company to continue its business of oil
and gas exploration and production. Miller and Miller, Inc. intends for
the common stock of the Company to continue to be eligible for trading on
The Nasdaq Stock Market.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER.
(1) Mr. Miller is the beneficial owner of 998,319 shares of the Company's
common stock, or approximately 8.0% of its outstanding shares. Mr. Miller
holds the sole power to vote and dispose of 914,295 of these shares.
Mr. Miller holds the shared power to vote and dispose of 84,024 of these
shares. Mr. Miller shares the power to vote and the power to dispose with
Miller and Miller, Inc.
(2) Miller and Miller, Inc. is the beneficial owner of 84,024 shares of
the Company's common stock, or approximately .7% of its outstanding shares.
Miller and Miller, Inc. has shared power to vote and dispose of these
shares. Miller and Miller, Inc. shares the power to vote and the power to
dispose of these shares with Kelly E. Miller.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None
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ITEM 7 MATERIALS TO BE FILED AS EXHIBITS
The following exhibits are furnished with this Schedule 13D:
EXHIBIT NUMBER DOCUMENT
99.1 Joint Filing Agreement
99.2 Members of Group
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.
Date: February 19, 1998 /S/ KELLY E. MILLER
Kelly E. Miller
MILLER AND MILLER, INC.
KELLY E. MILLER TRUST
By /S/ KELLY E. MILLER
Kelly E. Miller, Trustee
*By /S/ TASHIA L. RIVARD
Tashia L. Rivard, Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT
99.1 Joint Filing Agreement
99.2 Members of Group
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EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned stockholders of Miller Exploration Company, a
Deleware corporation, hereby consent to the joint filing of a Schedule
13(d) in accordance with Rule 13d-1(f)(1) of the Securities Exchange Act of
1934.
Date: February 17, 1998 /S/ KELLY E. MILLER
Kelly E. Miller
KELLY E. MILLER TRUST
By /S/ KELLY E. MILLER
Kelly E. Miller, Trustee
MILLER AND MILLER, INC.
KELLY E. MILLER TRUST
By /S/ KELLY E. MILLER
Kelly E. Miller, Trustee
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EXHIBIT 99.2
MEMBERS OF GROUP
The following stockholders of Miller Exploration Company, a
Delaware corporation, are members of a group pursuant to Section 13(d)(3)
of the Securities Exchange Act of 1934:
Kelly E. Miller
Miller and Miller, Inc.
