<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
MILLER EXPLORATION COMPANY
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
600533 10 3
(CUSIP NUMBER)
WILLIAM CASEY MCMANEMIN
3738 OAK LAWN AVENUE, SUITE 300
DALLAS, TEXAS 75219
(214) 559-0300
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
FEBRUARY 6, 1998
(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. [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of the cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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).
<PAGE> 2
CUSIP NO. 600533 10 3 SCHEDULE 13D
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
SASI MINERALS COMPANY
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) OO (SEE ITEM 3)
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization DELAWARE
- -------------------------------------------------------------------------------
Number of (7) Sole Voting Power 1,042,480
---------------------------------------------
Shares Bene-
ficially (8) Shared Voting Power 0
---------------------------------------------
Owned by
Each (9) Sole Dispositive Power 1,042,480
---------------------------------------------
Reporting
Person With (10) Shared Dispositive Power 0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,042,480
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 8.4%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
- -------------------------------------------------------------------------------
Page 2
<PAGE> 3
CUSIP NO. 600533 10 3 SCHEDULE 13D
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
WILLIAM CASEY MCMANEMIN
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) OO (SEE ITEM 3)
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization UNITED STATES OF AMERICA
- -------------------------------------------------------------------------------
Number of (7) Sole Voting Power 1,054,980
---------------------------------------------
Shares Bene-
ficially (8) Shared Voting Power 0
---------------------------------------------
Owned by
Each (9) Sole Dispositive Power 1,054,980
---------------------------------------------
Reporting
Person With (10) Shared Dispositive Power 0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,054,980
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 8.5%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) IN
- -------------------------------------------------------------------------------
Page 3
<PAGE> 4
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is common
stock, par value $.01 per share (the "Common Stock"), of Miller Exploration
Company, a Delaware corporation (the "Issuer"). The address of the principal
executive offices of the Issuer is 3104 Logan Valley Road, Traverse City,
Michigan 49685-0348..
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) SASI Minerals Company (the "Company") is a corporation
organized under the laws of the State of Delaware. The Company's principal
business address and office is c/o Sibag Holding Corporation, 1201 Market
Street, Suite 1402, Wilmington, Delaware 19801. The principal business of the
Company is oil and gas exploration and development.
The name, business address, present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted, of each of the executive
officers and directors of the Company, are set forth below:
<TABLE>
<CAPTION>
Name, Principal Business
and Address of
Organization in which
Name and Capacity in Which Principal Principal Occupation
Business Address Serves the Company Occupation is Conducted
---------------- ------------------ ---------- ------------
<S> <C> <C> <C>
Eileen M. Blaker Director Vice President Sibag Holding Corporation
1201 Market Street,
Suite 1402 holding company
Wilmington, DE 19801
1201 Market Street, Suite
1402
Wilmington, DE 19801
Juergen Mittag President, Chief Vice President Sibag Holding Corporation
1201 Market Street, Executive Officer, and
Suite 1402 Director holding company
Wilmington, DE 19801
1201 Market Street, Suite
1402
Wilmington, DE 19801
Dennis C. Gish Vice President and Vice President and Sibag Holding Corporation
1201 Market Street, Controller Controller
Suite 1402 holding company
Wilmington, DE 19801
1201 Market Street, Suite
1402
Wilmington, DE 19801
</TABLE>
Page 4
<PAGE> 5
<TABLE>
<CAPTION>
Name, Principal Business
and Address of
Organization in which
Name and Capacity in Which Principal Principal Occupation
Business Address Serves the Company Occupation is Conducted
---------------- ------------------ ---------- ------------
<S> <C> <C> <C>
Erika Ropers Treasurer Treasurer Sibag Holding Corporation
1201 Market Street,
Suite 1402 holding company
Wilmington, DE 19801
1201 Market Street, Suite
1402
Wilmington, DE 19801
Gunnar O. Johansson Secretary Secretary Sibag Holding Corporation
1201 Market Street,
Suite 1402 holding company
Wilmington, DE 19801
1201 Market Street, Suite
1402
Wilmington, DE 19801
Christine M. Newdeck Assistant Treasurer and Assistant Treasurer Sibag Holding Corporation
1201 Market Street, Assistant Secretary and Assistant
Suite 1402 Secretary holding company
Wilmington, DE 19801
1201 Market Street, Suite
1402
Wilmington, DE 19801
</TABLE>
William Casey McManemin ("Mr. McManemin"), pursuant to a Power of
Attorney dated June 30, 1989 (the "Power of Attorney"), has the authority to
act as agent of the Company in the negotiation, execution and delivery of
contracts and other agreements, along with the supervision of activities,
related to the Company's business. Included within this authority are
instruments conveying title to all or any part of the Company's property. As a
result, Mr. McManemin may be deemed to exercise investment power over the
1,042,480 shares of Common Stock owned by the Company. In addition, Mr.
McManemin, in his individual capacity, purchased 12,500 shares of Common Stock
on February 9, 1998. In addition to acting under the Power of Attorney and
serving as an officer and director of the Manager of the Company, Mr.
McManemin's principal occupation is serving as an officer and director of the
general partners of Spinnaker Royalty Company, L.P. and of Republic Royalty
Company, which are both engaged in oil and gas property acquisition,
exploration and development. Mr. McManemin's business address is 3738 Oak Lawn
Avenue, Suite 300, Dallas, Texas 75219.
(d) Neither the Company nor any of the individuals identified in this
Item 2 has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Page 5
<PAGE> 6
(e) Neither the Company nor any of the individuals 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 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 violation with respect to such
laws.
(f) Each of the individuals identified in this Item 2 is a citizen of
the United States of America, with the exception of Ms. Ropers, who is a
citizen of Germany, and Mr. Johansson, who is a citizen of Sweden.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In connection with the initial public offering of the Common Stock, the
Company, along with other parties, entered into an Exchange and Combination
Agreement with the Issuer (the "Exchange Agreement"). Pursuant to the Exchange
Agreement, the Company contributed certain oil and gas interests to the Issuer,
and in return the Company received the 1,042,480 shares of Common Stock covered
by this Schedule 13D.
Mr. McManemin's beneficial ownership, if any, of the 1,042,480 shares of
Common Stock owned by the Company arises because of the terms of the Power of
Attorney. Mr. McManemin purchased the additional 12,500 shares of Common
Stock, which are owned in his individual capacity, for cash using personal
funds.
ITEM 4. PURPOSE OF TRANSACTION.
The Company and Mr. McManemin acquired the securities herein reported for
investment purposes. Depending on market conditions, general economic
conditions and other factors that each may deem significant to investment
decisions, the Company or Mr. McManemin may purchase shares of Common Stock in
the open market or in private transactions or may dispose of all or a portion
of the shares of Common Stock that either of them may hereafter acquire.
The reporting persons have no present plans or proposals that relate to
or that would result in any of the actions specified in clauses (a) though (j)
of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Company. The Company is the beneficial owner of 1,042,480
shares of Common Stock. Based on the 12,430,000 shares of Common Stock
outstanding, as reported in the Issuer's Registration Statement on Form S-1
(Registration No. 333-40383), the Company is the beneficial owner of
approximately 8.4% of the outstanding shares of Common Stock.
Mr. McManemin. Mr. McManemin may, by virtue of the Power of
Attorney, be deemed to be the beneficial owner of all 1,042,480 shares of
Common Stock beneficially owned by the Company. In addition, Mr. McManemin
directly owns 12,500 shares in his individual capacity. This total of
1,054,980 shares of Common Stock constitutes approximately 8.5% of the
outstanding shares of Common Stock.
Executive Officers and Directors. None of the executive officers
and directors of the Company named in Item 2 is the beneficial owner of any
shares of Common Stock.
(b) The Company. The Company has the sole power (and no shared power)
to vote or direct the vote or to dispose or direct the disposition of 1,042,480
shares of Common Stock.
Page 6
<PAGE> 7
Mr. McManemin. As the Attorney-in-Fact for the Company and the
direct owner in his individual capacity of an additional 12,500 shares of
Common Stock, Mr. McManemin has the sole power (and no shared power) to vote or
direct the vote or to dispose or direct the disposition of 1,054,980 shares of
Common Stock.
Executive Officers and Directors. No executive officer or director
of the Company has the power to vote or direct the vote or dispose or direct
the disposition of any shares of Common Stock.
(c) Except as otherwise described herein or in any Exhibit filed
herewith, none of the persons named in response to paragraph (a) above has
effected any transaction in shares of the Common Stock during the past 60 days.
(d) No person other than the Company and Mr. McManemin has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock deemed to be beneficially owned by
them.
(e) It is inapplicable for the purposes herein to state the date on
which a party ceased to be the owner of more than five percent (5%) of the
shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
In connection with the initial public offering of the Common Stock, the
Issuer entered into a Registration Rights Agreement (the "Registration Rights
Agreement") with the Company and the other contributing parties to the Exchange
Agreement (collectively, the "Holders"). The Registration Rights Agreement
provides to the Holders certain "piggyback" registration rights such that in
the event the Issuer proposes to register any of its securities in a public
offering, the Holders may require the Issuer to include their shares of Common
Stock in such registration. Registration of shares of Common Stock owned by
the Holders, including the Company, would result in such shares becoming freely
tradeable by the Holders without restriction. Reference is made to the
complete text of the Registration Rights Agreement, which is incorporated by
reference in Exhibit 10.2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Joint Filing Agreement dated February 16, 1998 between SASI
Minerals Company and William Casey McManemin
Exhibit 10.1 - Power of Attorney of SASI Minerals Company dated as of June
30, 1989 appointing William Casey McManemin as Attorney-in-
Fact.
Exhibit 10.2 - Registration Rights Agreement among Miller Exploration
Company, SASI Minerals Company, and the other Stockholders,
as identified therein, incorporated herein by reference to
Exhibit 10.8 to the Registration Statement on Form S-1
(Registration No. 333-40383) of Miller Exploration Company.
Page 7
<PAGE> 8
SIGNATURES
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 16, 1998 SASI MINERALS COMPANY
By: /s/ William Casey McManemin
----------------------------
William Casey McManemin
Attorney-in-Fact
Date: February 16, 1998 /s/ William Casey McManemin
---------------------------------
William Casey McManemin
<PAGE> 9
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
Exhibit 1 - Joint Filing Agreement dated February 16, 1998 between SASI
Minerals Company and William Casey McManemin
Exhibit 10.1 - Power of Attorney of SASI Minerals Company dated as of June
30, 1989 appointing William Casey McManemin as Attorney-in-
Fact.
Exhibit 10.2 - Registration Rights Agreement among Miller Exploration
Company, SASI Minerals Company, and the other Stockholders,
as identified therein, incorporated herein by reference to
Exhibit 10.8 to the Registration Statement on Form S-1
(Registration No. 333-40383) of Miller Exploration Company.
<PAGE> 1
EXHIBIT 1
AGREEMENT
The undersigned reporting persons hereby agree that the statements
filed pursuant to this Schedule 13D dated February 16, 1998, to which this
Agreement is filed as an exhibit, are filed on behalf of each of them.
SASI MINERALS COMPANY
By: /s/ William Casey McManemin
---------------------------------
William Casey McManemin
Attorney-in-Fact
Dated: February 16, 1998
/s/ William Casey McManemin
---------------------------------------
William Casey McManemin
Dated: February 16, 1998
<PAGE> 1
Exhibit 10.1
POWER OF ATTORNEY
THE STATE OF TEXAS )
) KNOW ALL MEN BY THESE PRESENTS,THAT:
COUNTY OF DALLAS )
The undersigned, a duly appointed and acting officer of SASI
Minerals Company, a Delaware corporation(the "Company"), acting under and
pursuant to a resolution of the Board of Directors of the Company, duly adopted
and empowering the undersigned to execute this Power of Attorney, for and on
behalf of the Company, does hereby appoint William Casey McManemin, also known
as Wm. Casey McManemin, the true and lawful agent and attorney-in-fact of the
Company, and in the name of the Company, and in its place and stead, to do any
and all of the following:
1. To supervise all drilling and other activities undertaken in
respect of operations proposed under a joint operating
agreement, a farmout agreement or other instrument or
document(an "Agreement") pursuant to activities conducted on
any or all of the Company's properties including, but not
limited to, decisions or elections in respect of well
locations, casing and drilling programs, drilling operations,
authorized geological and engineering services in respect of
wells, target depths, completion, side-tracking, deeper
drilling, plugging and abandoning, and, in general, all
elections and decisions which are required to be made by an
operator or non-operator under an Agreement; provided however,
this Power of Attorney shall not permit the said agent and
attorney-in-fact to elect:
A. to loan money to or borrow money from any person
acting in any capacity, or enter into any financing
agreement in respect of the Company;
B. to become an operator, or to cause the Company to
become an operator, unless the said agent and
attorney-in-fact has obtained prior written consent
to do such from the Company; or
C. to make elections under a gas balancing agreement,
the effect of which would be to suspend the
Company's rights to production of any type or types
of hydrocarbons, minerals or any marketable substance
produced in association with the production of any
hydrocarbons or minerals(collectively,"Hydrocarbons")
for a period in excess of 60 days.
Subject to the provisions and restrictions set forth in Section 1, the
said agent and attorney-in-fact shall have the power and authority as agent and
attorney-in-fact of the Company and in the name of the Company, and in its
name, place and stead, to do any and all of the following:
2. To negotiate, execute and deliver leases pertaining to full or
partial interests in oil and gas leases, oil, gas and minerals
leases, oil, gas and sulphur leases, oil, gas and casinghead
gas leases, oil and gas mineral rights, fee rights or other
rights which allow the owner to drill for, reduce to
possession and to produce oil and gas or either of them
("Leases"), and which cover any Company property, upon such
terms and conditions as the said agent and attorney-in-fact
may deem necessary or appropriate;
3. To negotiate, execute and deliver joint operating agreements
which cover and affect the Company's properties upon such
terms and conditions as the said agent and attorney-in-fact
may deem necessary or appropriate;
4. To negotiate, execute and deliver farmout agreements upon such
terms and conditions as the said agent and attorney-in-fact
may deem necessary and appropriate;
5. To execute and deliver division, transfer and like orders, or
drafts, checks and other orders for payment, to give or to
receive receipts or payments all as may be required, necessary
or desirable in order to pay invoices, bills or statements, or
to receive monies, or to permit the receipt or monies from, or
attributable to, the Company's properties of the Company's
interests therein or the production attributable thereto;
6. To negotiate, execute and deliver sales, purchase, processing
or transportation contracts in respect of Hydrocarbons
produced from the Company's properties;
7. To negotiate, execute and deliver, or to accept on behalf of
the Company, Leases, farmout agreements, farming agreements,
joint operating agreements, operating agreements, easements,
rights-of-way, leases of surface acreage, participation
agreements, deeds, mineral deeds, royalty deeds,(whether the
same be for a term of years, or perpetual, participating or
non-participating ), assignments or grants of overriding
royalty interests, assignments of interests pursuant to
farmouts and like agreements, releases of Leases, quitclaims
and all other instruments conveying title to all or any part
of the Company's properties, containing
<PAGE> 2
such warranties, covenants, representations and other matters as the
said agent and attorney-in-fact may deem proper and advisable;
8. To negotiate, execute and deliver documents in respect of the
settlement of surface damages and other claims, proceedings and other
matters involving any or all of the properties of the Company, for
and on behalf of the Company;
9. To make filings, to obtain permits and licenses, to obtain all
documents and permissions required to operate mineral interests before
any governmental board, agency or other body, federal, state, county
or municipal, and to bring actions or other proceedings for an on
behalf of Company in respect of forced pooling orders, or to execute
the same; and to bring actions, attend hearings or otherwise act, for
and on behalf of the Company, before federal, state, county or
municipal agencies in regard to field rules, well allowables, spacing
orders, unitization orders and all other activities required for the
orderly conduct of the Company's business before such agencies;
10. To carry out the directions and desires of the Company in respect of
the sale of all or any portion of Company property or any acquisition
of any other oil and gas properties.
Notwithstanding the provisions of any agreement entered into as permissible
under this power of attorney, the said agent and attorney-in-fact shall not have
the authority to bring suit on behalf of the Company, or prosecute any claim,
demand or other action(other than routine actions brought in respect of forced
pooling matters, or the settlement of surface damage claims pursuant to a Lease,
as set forth in paragraph 9). The said agent and attorney-in-fact shall provide
the Company with notice in respect of any claim, suit or proceeding in which the
Company is or might be a party, other than those routine matters described
above, and thereafter shall proceed in respect thereto as directed by the
Company. The Company agrees and represents to those dealing with the said agent
and attorney-in-fact, that in respect of such routine actions, claims, suits, or
proceedings, that the said agent and attorney-in-fact is authorized to act for
and on behalf of the Company, unless an instrument, subscribed by the Company
revoking such authority is filed in the records appropriate for the filing of
such instruments or a written instrument has been delivered by the Company to
the adverse parties in such matters, revoking such authority of the said agent
and attorney-in-fact.
The Company agrees and represents to those dealing with said agent and
attorney-in-fact that this Power-of-Attorney may be voluntarily revoked only by
a revocation entered of record in the office of the County Clerk of Dallas
County, Texas.
IN WITNESS WHEREOF, the undersigned officer has executed these presents on
this 30th day of June, 1989, for and on behalf of the Company, and causing the
seal of the Company to be duly affixed pursuant to the direction of the
Company's Board of Directors.
[SEAL] SASI MINERALS COMPANY
ATTEST:
By:/s/ J. Mittag
-------------------
Name: J. Mittag
-----------------
Title: Vice President
----------------
/s/ Frank S. Hewitt
- -------------------
Secretary
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me this 30th day of June,
1989, by J. Mittag, as Vice President, of SASI Minerals Company, a Delaware
corporation.
/s/ Julia Lizzul
------------------------------
Notary Public in and for
the State of New York
My Commission Expires:
9-8-90 JULIA LIZZUL
- ---------------------- Notary Public, State of New York
No. 4872516
Qualified in Suffolk County
Commission Expires 9-8-90
---------
