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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____________________)<F*>
MILLER EXPLORATION COMPANY
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
600533 10 0
(CUSIP Number)
<F*>The remainder of this 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 the disclosures provided in a prior cover page.
The information required in 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 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 G PAGE 2 OF 7 PAGES
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sue Ellen Bell
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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. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES 5. SOLE VOTING POWER 822,528
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BENEFICIALLY OWNED BY 6. SHARED VOTING POWER 84,024
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EACH REPORTING 7. SOLE DISPOSITIVE POWER 822,528
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PERSON WITH 8. SHARED DISPOSITIVE POWER 84,024
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 906,552
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES<F*> [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.3%
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12. TYPE OF REPORTING PERSON<F*> IN
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<F*> SEE INSTRUCTIONS BEFORE FILLING OUT.
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CUSIP NO. 600533 10 0 13 G PAGE 3 OF 7 PAGES
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Frontier 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. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES 5. SOLE VOTING POWER 0
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BENEFICIALLY OWNED BY 6. SHARED VOTING POWER 84,024
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EACH REPORTING 7. SOLE DISPOSITIVE POWER 0
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PERSON WITH 8. SHARED DISPOSITIVE POWER 84,024
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 84,024
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES<F*> [X]<F**>
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .7%
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12. TYPE OF REPORTING PERSON<F*> CO
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<F*> SEE INSTRUCTIONS BEFORE FILLING OUT.
<F**>EXCLUDES SHARES HELD BY SUE ELLEN BELL, AS SOLE TRUSTEE OF THE SUE E.
BELL TRUST.
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SCHEDULE 13G
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ITEM 1(a). NAME OF ISSUER:
Miller Exploration Company
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3104 Logan Valley Road
Traverse City, Michigan 49684
ITEM 2(a). NAME OF PERSON FILING:
This statement is being filed jointly on behalf of (1) Sue Ellen
Bell and (2) Frontier Investments, Inc., a corporation owned by a revocable
trust of which Sue Ellen Bell is the sole trustee.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
(1) 3104 Logan Valley Road
Traverse City, Michigan 49684
(2) 3104 Logan Valley Road
Traverse City, Michigan 49684
ITEM 2(c). CITIZENSHIP OR PLACE OF ORGANIZATION:
(1) United States of America
(2) United States of America
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common, $0.01 Par Value
ITEM 2(e). CUSIP NUMBER:
600533 10 0
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR RULE
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
Not applicable
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ITEM 4. OWNERSHIP.
(1)
(a) Amount Beneficially Owned: 906,552
(b) Percent of Class: 7.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 822,528
(ii) Shared power to vote or to direct the vote: 84,024
(iii) Sole power to dispose or to direct the
disposition of: 822,528
(iv) Shared power to dispose or to direct the
disposition of: 84,024
(2)
(a) Amount Beneficially Owned: 84,024
(b) Percent of Class: .7%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 84,024
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose or to direct the
disposition of: 84,024
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
The filing group is comprised of Sue Ellen Bell and Frontier
Investments, Inc., a corporation owned by a revocable trust of
which Sue Ellen Bell is sole trustee.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable
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ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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/ SUE ELLEN BELL
Sue Ellen Bell
FRONTIER INVESTMENTS, INC.
SUE E. BELL TRUST
By /S/ SUE ELLEN BELL
Sue Ellen Bell, 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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POWER OF ATTORNEY
The undersigned, a director and/or officer of Miller Exploration
Company, a Delaware corporation (the "Company"), does hereby nominate,
constitute, and appoint Kelly E. Miller, William J. Baumgartner, Stephen C.
Waterbury, and Tashia L. Rivard, or any one or more of them, his or her
true and lawful attorneys and agents to do any and all acts and things and
to execute and file any and all instruments which such attorneys and agents,
or any of them, may deem necessary or advisable to enable the undersigned (in
his or her individual capacity or in a fiduciary or other capacity) to comply
with the Securities Exchange Act of 1934, as amended (the "Act"), and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation, execution, and filing of any report or
statement of beneficial ownership or changes in beneficial ownership of
securities of the Company that the undersigned (in his or her individual
capacity or in a fiduciary or other capacity) may be required to file
pursuant to Sections 16(a), 13(d), and 13(g) of the Act including, without
limitation, full power and authority to sign the undersigned's name, in his or
her individual capacity or in a fiduciary or other capacity, to any report or
statement on Form 3, 4, or 5, to any Schedule 13(d) or 13(g), or to any
amendments or any successor forms thereto, or any form or forms adopted by
the Securities and Exchange Commission in lieu thereof or in addition thereto,
hereby ratifying and confirming all that such attorneys and agents, or any of
them, shall do or cause to be done by virtue hereof.
The undersigned agrees that the attorneys-in-fact named in this
Power of Attorney may rely entirely on information furnished orally or in
writing by the undersigned to such attorneys-in-fact. The undersigned also
agrees to indemnify and hold harmless the Company and the attorneys-in-fact
against any losses, claims, damages, or liabilities (or actions in respect
thereof) that arise out of or are based upon any untrue statement or omission
of necessary fact in the information provided by the undersigned to the
attorneys-in-fact for purposes of executing, acknowledging, delivering, or
filing Forms 3, 4, or 5, Schedules 13(d) or 13(g), or any amendments or any
successor forms thereto, or any form or forms adopted by the Securities and
Exchange Commission in lieu thereof or in addition thereto, and agrees to
reimburse the Company and the attorneys-in-fact in this Power of Attorney for
any legal or other expenses reasonably incurred in connection with investigat-
ing or defending against any such loss, claim, damage, liability, or action.
This authorization shall supersede all prior authorizations to
act for the undersigned with respect to securities of the Company in these
matters, which prior authorizations are hereby revoked, and shall survive
the termination of the undersigned's status as a director and/or officer of
the Company and remain in effect thereafter for so long as the undersigned
(in his or her individual capacity or in a fiduciary or other capacity) has
any obligation under Sections 16 or 13 of the Act with respect to
securities of the Company.
Dated: February 10, 1998 /S/ SUE ELLEN BELL
Sue Ellen Bell
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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(g) in accordance with Rule 13d-1(f)(1) of the Securities Exchange Act
of 1934.
Date: February 18, 1998 /S/ SUE ELLEN BELL
Sue Ellen Bell
SUE E. BELL TRUST
By /S/ SUE ELLEN BELL
Sue Ellen Bell, Trustee
FRONTIER INVESTMENTS, INC.
SUE E. BELL TRUST
By /S/ SUE ELLEN BELL
Sue Ellen Bell, 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(g)(3)
of the Securities Exchange Act of 1934:
Sue Ellen Bell
Frontier Investments, Inc.
