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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 7 PAGES
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1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
C. 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 1,028,470
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BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 386,764
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EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,028,470
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PERSON WITH 10. SHARED DISPOSITIVE POWER 386,764
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,415,234
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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) 11.4%
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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 7 PAGES
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1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Eagle Investments, 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 264,199
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EACH REPORTING 9. SOLE DISPOSITIVE POWER 0
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PERSON WITH 10. SHARED DISPOSITIVE POWER 264,199
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 264,199
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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) 2.1%
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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 C.E. MILLER AND EAGLE
INTERNATIONAL, INC.
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CUSIP NO. 600533 10 0 13 D PAGE 4 OF 7 PAGES
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1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Eagle International, 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 122,565
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EACH REPORTING 9. SOLE DISPOSITIVE POWER 0
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PERSON WITH 10. SHARED DISPOSITIVE POWER 122,565
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 122,565
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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) 1.0%
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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 C.E. MILLER AND EAGLE
INVESTMENTS, INC.
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ITEM 1 SECURITIES AND ISSUER
This statement relates to the acquisition of 1,415,234 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) C.E. Miller, (2) Eagle Investments, Inc., and (3) Eagle
International, Inc.
ITEM 2 IDENTITY AND BACKGROUND
(1)
(a) Name: C. E. Miller
(b) Business address: 3104 Logan Valley Road, Traverse City, Michigan
49684
(c) Mr. Miller is the Chairman of the Board 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: Eagle Investments, Inc., a
Michigan corporation.
(b) Business address: 3104 Logan Valley Road, Traverse City, Michigan
49684
(c) Business purpose: Eagle Investments, Inc. is an oil and gas
exploration company.
(d) Eagle Investments, Inc. has not been convicted in a criminal
proceeding during the previous five years.
(e) Eagle Investments, 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.
(3)
(a) Name and state of organization: Eagle International, Inc., a
Michigan corporation.
(b) Business address: 3104 Logan Valley Road, Traverse City, Michigan
49684
(c) Business purpose: Eagle International, Inc. is an oil and gas
exploration company.
(d) Eagle International, Inc. has not been convicted in a criminal
proceeding during the previous five years.
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(e) Eagle International, 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 acquired 1,415,234 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 1,415,234 shares reported by Mr. Miller
include 228,549 shares held by the Kelly E. Miller Retained Annuity Trust
#1, 228,549 shares held by the Daniel R. Miller Retained Annuity Trust #1,
342,823 shares held by the David A. Miller Retained Annuity Trust #1, and
228,549 shares held by the Sue Ellen Bell Retained Annuity Trust #1, with
respect to each of which C.E. Miller is the sole trustee. Also included
are 264,199 shares held by Eagle Investments, Inc. and 122,565 shares held
by Eagle International, Inc., each of which is owned by a revocable trust
of which C.E. Miller is the sole trustee. 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 Transaction 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) Eagle Investments, Inc. acquired the shares as an investment. Eagle
Investments, Inc. intends for the Company to continue its business of oil
and gas exploration and production. Eagle Investments, Inc. intends for
the common stock of the Company to continue to be eligible for trading on
The Nasdaq Stock Market.
(3) Eagle International, Inc. acquired the shares as an investment.
Eagle International, Inc. intends for the Company to continue its business
of oil and gas exploration and production. Eagle International Inc.
intends for the common stock of the Company to continue to be eligible for
trading on The Nasdaq Stock Market.
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ITEM 5 INTEREST IN SECURITIES OF THE ISSUER.
(1) Mr. Miller is the beneficial owner of 1,415,234 shares of the
Company's common stock, or approximately 11.4% of its outstanding shares.
Mr. Miller holds the sole power to vote and dispose of 1,028,470 of these
shares. Mr. Miller has shared power to vote and shared power to dispose of
386,764 of these shares. Mr. Miller shares the power to vote and power to
dispose with Eagle Investments, Inc. and Eagle International, Inc.
(2) Eagle Investments, Inc. is the beneficial owner of 264,199 shares of
the Company's common stock, or approximately 2.1% of its outstanding
shares. Eagle Investments, Inc. has shared power to vote and dispose of
these shares. Eagle Investments, Inc. shares the power to vote and the
power to dispose of these shares with C.E. Miller.
(3) Eagle International, Inc. is the beneficial owner of 122,565 shares
of the Company's common stock, or approximately 1.0% of its outstanding
shares. Eagle International, Inc. has shared power to vote and dispose of
these shares. Eagle Investments, Inc. shares the power to vote and the
power to dispose of these shares with C.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 18, 1998 /S/ C.E. MILLER
C.E. Miller
EAGLE INVESTMENTS, INC.
C.E. MILLER TRUST
By /S/ C.E. MILLER
C.E. Miller, Trustee
EAGLE INTERNATIONAL, INC.
C.E. MILLER TRUST
By /S/ C.E. MILLER
C.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 18, 1998 /S/ C.E. MILLER
C.E. Miller
EAGLE INVESTMENTS, INC.
C.E. MILLER TRUST
By /S/ C.E. MILLER
C.E. Miller, Trustee
EAGLE INTERNATIONAL, INC.
C.E. MILLER TRUST
By /S/ C.E. MILLER
C.E. Miller, Trustee
KELLY E. MILLER RETAINED
ANNUITY TRUST #1
By /S/ C.E. MILLER
C.E. Miller, Trustee
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DANIEL R. MILLER RETAINED
ANNUITY TRUST #1
By /S/ C.E. MILLER
C.E. Miller, Trustee
DAVID A. MILLER RETAINED
ANNUITY TRUST #1
By /S/ C.E. MILLER
C.E. Miller, Trustee
SUE ELLEN BELL RETAINED
ANNUITY TRUST #1
By /S/ C.E. MILLER
C.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:
C.E. Miller
Eagle Investments, Inc.
Eagle International, Inc.
