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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. #1)<F*>
MILLER EXPLORATION COMPANY
(Name of Issuer)
COMMON STOCK $0.01 PAR VALUE
(Title of Class of Securities)
600533 10 0
(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
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 15, 1999
(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(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
<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 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).
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CUSIP NO. 600533 10 0 13 D PAGE 2 OF 6 PAGES
1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Kelly E. Miller
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*>
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS OO, IN
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) _____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES 7. SOLE VOTING POWER 1,102,303 <F1>
BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 94,324 <F2>
EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,102,303 <F1>
PERSON WITH 10. SHARED DISPOSITIVE POWER 94,324 <F2>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,196,627 <F1><F2>
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
14. TYPE OF REPORTING PERSON (See Instructions) IN
<F1> Includes options for 2,270 shares with an exercise price of
$8.80/share that are exercisable after 2/9/99 and options for 63,730 shares
with an exercise price of $8.00/share that are also exercisable after
2/9/99.
<F2> Includes 10,300 shares purchased on behalf of minor children.
<F*> SEE INSTRUCTIONS BEFORE FILLING OUT.
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CUSIP NO. 600533 10 0 13 D PAGE 3 OF 6 PAGES
1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Miller and Miller, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*>
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) _____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES 7. SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 84,024
EACH REPORTING 9. SOLE DISPOSITIVE POWER 0
PERSON WITH 10. SHARED DISPOSITIVE POWER 84,024
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 84,024
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]<F**>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
14. TYPE OF REPORTING PERSON (See Instructions) CO
<F*> SEE INSTRUCTIONS BEFORE FILLING OUT.
<F**>EXCLUDES SHARES BENEFICIALLY OWNED BY KELLY E. MILLER.
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This Amendment is being filed to amend the original Schedule 13D filed
by Kelly E. Miller and Miller and Miller, Inc. on February 19, 1998.
ITEM 1 SECURITIES AND ISSUER
This statement relates to the ownership of shares of common stock,
$.01 par value, of Miller Exploration Company (the "Company") and options
to purchase shares of common stock of the Company as of February 9, 1999.
The address of the executive office of the Company 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 was granted 60,000 shares of restricted stock pursuant to a
restricted stock agreement in conjunction the Company's initial public
offering in February 1998. If Mr. Miller remains employed by the Company
and does not breach the terms of the restricted stock agreement, his
conditional right to the 60,000 shares of the restricted stock vests at
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cumulative annual increments of one-half of the total number, beginning on
the first anniversary of the February 9, 1998. Thus, 30,000 of Mr.
Miller's restricted shares have vested as of February 9, 1999.
Mr. Miller has purchased shares of the Company's common stock over the
past 12 months. Mr. Miller used his personal funds for all the
acquisitions listed below. All of these shares were purchased in open
market transactions. Mr. Miller acquired 10,000 shares in February; 2,500
shares in July; 1,000 shares in August; 5,000 shares in September; 33,500
shares in October; and 5,000 shares in December.
<TABLE>
<CAPTION>
DATE AMOUNT OF FUNDS SOURCE
--------- --------------- --------------
<S> <C> <C> <C>
2/25/1998 $78,750 personal funds
7/1/1998 $7,750 personal funds
7/7/1998 $3,813 personal funds
7/16/1998 $3,813 personal funds
7/20/1998 $3,813 personal funds
8/28/1998 $5,500 personal funds
9/2/1998 $5,375 personal funds
9/3/1998 $5,000 personal funds
9/4/1998 $5,000 personal funds
9/24/1998 $10,000 personal funds
10/8/1998 $14,246 personal funds
10/9/1998 $140,000 personal funds
12/1/1998 $13,875 personal funds
12/2/1998 $9,000 personal funds
</TABLE>
In addition, Mr. Miller purchased 10,300 shares of the Company's
common stock on behalf of his minor children. Mr. Miller used his personal
funds for all of the acquisitions listed below. All of these shares were
purchased in open market transactions. These purchases included 400 shares
in February; 2,000 in July; and 7,900 in August for the following amounts:
<TABLE>
<CAPTION>
DATE AMOUNT OF FUNDS SOURCE
--------- --------------- --------------
<S> <C> <C> <C>
2/9/1998 $3,200 personal funds
7/20/1998 $11,438 personal funds
7/24/1998 $3,813 personal funds
8/24/1998 $25,988 personal funds
8/25/1998 $19,600 personal funds
8/28/1998 $2,213 personal funds
</TABLE>
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On February 9, 1999, Mr. Miller was awarded 1,399 shares as a result
of the Company's matching contributions under the 401(k) savings plan. On
the matching date, the value of the 1,399 shares was $5,771. On February
15, 1999, Kelly E. Miller, as trustee of the Kelly E. Miller Trust, dated
February 21, 1989, also acquired 3,609 shares as an annuity payment
pursuant to the terms of the Kelly E. Miller Retained Annuity Trust #1,
trusteed by C.E. Miller and dated November 3, 1997. The dollar amount of
shares transferred from that trust to Kelly E. Miller, as trustee of the
Kelly E. Miller Trust, was $12,631.
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 1,196,627 shares of the
Company's common stock, or approximately 9.5% of its outstanding shares.
Mr. Miller holds the sole power to vote and dispose of 1,102,303 of these
shares. This total includes 66,000 shares underlying options that Mr.
Miller currently has the right to acquire.
Mr. Miller holds the shared power to vote and dispose of 94,324 of the
1,196,627 shares. Mr. Miller shares the power to vote and the power to
dispose of 84,024 of these shares with Miller and Miller, Inc. Mr. Miller
shares the power to vote and the power to dispose of the other 10,300
shares with his minor children.
Mr. Miller has conducted the following recent transactions in the Company's
common stock:
(a) Mr. Miller purchased 3,000 shares of common stock on
December 1, 1998 at a price per share of $4.625. Mr. Miller
purchased these shares on the open market.
(b) Mr. Miller purchased 2,000 shares of common stock on December 2,
1998 at a price per share of $4.50. Mr. Miller purchased these
shares on the open market.
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(c) Mr. Miller has an option to acquire 2,270 shares of common
stock at an exercise price of $8.80 as of February 9, 1999.
(d) Mr. Miller has an option to acquire 63,730 shares of common
stock at an exercise price of $8.00 as of February 9, 1999.
(e) Mr. Miller was awarded 1,399 shares of common stock on February
9, 1999 as a result of the Company's matching contributions under
the 401(k) savings plan.
(f) On February 15, 1999, the Kelly E. Miller Trust, trusteed by Mr.
Miller and dated February 21, 1989, was awarded 3,609 shares of
common stock as an annuity payment from the Kelly E. Miller
Retained Annuity Trust #1, trusteed by C.E. Miller and dated
November 3, 1997. The shares were transferred from the trust to
Mr. Miller, as trustee of the Kelly E. Miller Trust, at a share
price of $3.50.
(2) Miller and Miller, Inc. is the beneficial owner of 84,024 shares
of the Company's common stock, or approximately 0.7% 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
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
99.3 Power of Attorney. Previously
filed as an exhibit to the
Schedule 13D of Mr. Miller
filed on February 19, 1998,
and here incorporated by
reference.
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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: March 25, 1999 /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
99.3 Power of Attorney. Previously
filed as an exhibit to the
Schedule 13D of Mr. Miller
filed on February 19, 1998,
and here incorporated by
reference.
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EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned stockholders of Miller Exploration Company, a
Delaware 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: March 25, 1999 /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
* By /S/ TASHIA L. RIVARD
Tashia L. Rivard, Attorney-in-fact
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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.
