UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Miller Exploration Company
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(Name of Issuer)
Common Shares
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(Title of Class of Securities)
600533103
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(CUSIP Number)
Alan Schlang
Guardian Industries Corp.
2300 Harmon Road
Auburn Hills, Michigan 48326-1714
(248) 340-2170
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 7, 2000
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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
Sections 240.13d-1(3), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
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SCHEDULE 13D
CUSIP NO. 600533103
1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
William Davidson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A)[ ]
(B)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
NUMBER OF SHARES BENEFICIALLY OWNED
7. SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED 13,203,705
8. SHARED VOTING POWER 0
9. SOLE DISPOSITIVE POWER 13,203,705
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 13,203,705
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.8%
14. TYPE OF REPORTING PERSON IN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 600533103
1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON (entities only)
Guardian Industries Corp. 38-0614230
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A)[ ]
(B)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
7. SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED
8. SHARED VOTING POWER 13,203,705
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 13,203,705
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 13,203,705
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.8%
14. TYPE OF REPORTING PERSON CO
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<PAGE>
SCHEDULE 13D
CUSIP NO. 600533103
1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
Guardian Energy Management Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A)[ ]
(B)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
7. SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED 0
8. SHARED VOTING POWER 13,205,705
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 12,203,705
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 13,203,705
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.8%
14. TYPE OF REPORTING PERSON CO
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<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01 per share, of
the Issuer, a corporation organized under the laws of the state of Delaware. The
address of the principal executive offices of the Issuer is 3104 Logan Valley
Road, Traverse City, Michigan 49685.
Item 2. Identity and Background.
Mr. Davidson is a United States citizen whose principal occupation is as
President and Chief Executive Officer of Guardian Industries Corp. ("Guardian"),
a Delaware corporation primarily engaged in (i) the manufacture and marketing of
float glass and fabricated glass products in the commercial and residential
construction industries, (ii) the manufacture of fiberglass products and the
marketing of fiberglass and building material products, and (iii) supplying
vehicle glass and exterior trim systems to the global automotive industry. Mr.
Davidson is the principal stockholder of Guardian. His principal business
address and the principal address of Guardian is 2300 Harmon Road, Auburn Hills,
Michigan 48326-1714.
Guardian Energy Management Corp. ("GEMCO"), a Michigan company and a wholly
owned subsidiary of Guardian, is engaged in the exploration, development and
production of oil and natural gas in North America. GEMCO owns working interests
in various natural gas fields and production properties.
The name, business address and present principal occupation or employment,
the name, principal business and address of any corporation or other
organization in which such employment is conducted and the citizenship of each
of the executive officers and members of the Board of Directors of Guardian and
GEMCO and any person controlling such entity are set forth on Schedule A
attached hereto.
During the last five years, none of Mr. Davidson, Guardian, GEMCO or any of
the other persons set forth on Schedule A attached hereto has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which 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.
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<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Guardian used its working capital to repay borrowings it had obtained from
GEMCO pursuant to an intercompany line of credit. GEMCO used the repayment as
its source of funds to purchase a convertible note and warrants for $5,000,000.
Item 4. Purpose of Transaction.
The purpose of the acquisition is to acquire an interest in the Issuer.
(a) None.
(b) None.
(c) None.
(d) Pursuant to the Securities Purchase Agreement (the "Securities Purchase
Agreement") dated July 11, 2000 and entered into by and between the Issuer and
GEMCO, the Issuer agreed to increase the size of the Board of Directors on July
11, 2000 to six persons, two of whom would be nominees of GEMCO. The two GEMCO
nominees are Paul A. Halpern and Robert M. Boeve.
(e) None.
(f) None.
(g) Only such changes as required to implement the acquisition of the
securities of the Issuer.
(h) None.
(i) None.
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<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) William Davidson, Guardian and GEMCO have beneficial ownership of, or
have the right to acquire, 13,203,705 or 45.8% of the outstanding shares of the
Issuer. The aggregate number of shares comprise of 3,703,704 shares of common
stock and the right to acquire an additional 9,500,001 shares of common stock
pursuant to three warrant purchase agreements issued by the Issuer. The exercise
price under the warrants are as follows: 1,818,182 at $1.35 per share; 1,136,364
at $2.50 per share; and 6,545,455 at $3.00 per share.
(b) Mr. Davidson has sole power to vote or to direct the vote of all shares
of the Issuer that are owned of record by GEMCO and sole power to dispose or to
direct the disposition of such shares. Guardian and GEMCO each have shared power
with Mr. Davidson to vote or direct the vote for such shares of the Issuer and
shared power to dispose or to direct the disposition of such shares. Mr.
Davidson's and Guardian's power derives solely from the fact that Guardian is
the sole shareholder of GEMCO and Mr. Davidson owns more than 50% of the voting
securities of Guardian.
(c) The following transactions occurred during the period of July 11, 2000
to the date of the event requiring the filing of this Schedule 13D: (i) GEMCO
and the Issuer entered into a Securities Purchase Agreement on July 11, 2000
pursuant to which the Issuer issued GEMCO a convertible promissory note (the
"Promissory Note") and issued warrants exercisable for a total of 13,062,500
shares of the Issuer at a weighted average exercise price of $2.70 per share in
exchange for $5 million in cash; (ii) on December 7, 2000, the stockholders of
the Issuer voted for the issuance of shares to GEMCO pursuant to conversion of
the Promissory Note and the exercise of the warrants. As a result of such vote,
the Note was automatically converted into 3,703,704 shares and the warrants
became exercisable. Prior to the December 7, 2000 shareholders vote, GEMCO
assigned ownership rights to 2,612,500 warrant shares to Jordan Development
Company, L.L.C. and 949,999 warrant shares to ECCO Investments, L.L.C. pursuant
to an agreement described in Item 6.
(d) None.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
On July 27, 2000, GEMCO, Jordan Exploration Company, L.L.C., and ECCO
Investments, L.L.C. entered into a Letter Agreement whereby GEMCO agreed to
assign certain of its rights to purchase common stock of the Issuer pursuant to
three warrant purchase agreements in the event that the Issuer's shareholders
approved the granting of the warrants to GEMCO.
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<PAGE>
Item 7. Material to be Filed as Exhibits.
1. Securities Purchase Agreement
2. Promissory Note
3. Warrant to Purchase 1,562,500 Shares of Common Stock
4. Warrant to Purchase 2,500,000 Shares of Common Stock
5. Warrant to Purchase 9,000,000 Shares of Common Stock
6. Side Letter by and among Jordan Exploration Company, L.L.C., GEMCO and
ECCO Investments, L.L.C.
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<PAGE>
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: December 15, 2000
GUARDIAN ENERGY MANAGEMENT CORP.
By:
---------------------------------------
Name: Alan Schlang
Title: Secretary
GUARDIAN INDUSTRIES CORP.
By:
---------------------------------------
Name: Alan Schlang
Title: Secretary
--------------------------------------------
William Davidson
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<PAGE>
SCHEDULE A
DIRECTORS, EXECUTIVE OFFICERS AND
CONTROLLING PERSONS OF GUARDIAN ENERGY MANAGEMENT CORP.
The following table sets forth the name, title, principal occupation or
employment and citizenship of the directors, executive officers and controlling
persons (other than Guardian Industries Corp.) of Guardian Energy Management
Corp. Except as otherwise set forth below, the business address of each person
listed below is 2300 Harmon Road, Auburn Hills, MI 48326-1714.
<TABLE>
<CAPTION>
Present
Occupation or Principal
Name Title Employment Citizenship
---- ----- ---------- -----------
<S> <C> <C> <C>
Ralph J. Gerson President and Executive Vice USA
Director President and
Director of
Guardian
Industries Corp.
Russell J. Ebeid Director President/Glass USA
Division of Guardian
Industries Corp.
William Davidson Director President, Chief USA
Executive Officer
and Director of
Guardian
Industries corp.
Jeffrey A. Knight Vice President - Group Vice USA
Finance President -
Finance of
Guardian
Industries Corp.
Peter S. Walters Vice President Group Vice USA
President of
Guardian
Industries Corp.
Paul Halpern Vice President - Associate Tax USA
Operations Counsel of
Guardian Industries
Corp.
Alan L. Schlang Secretary Secretary of USA
Guardian
Industries Corp.
E. Ann Waichunas Treasurer Treasurer of USA
Guardian
Industries Corp.
</TABLE>
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<PAGE>
DIRECTORS, EXECUTIVE OFFICERS AND
CONTROLLING PERSONS OF GUARDIAN INDUSTRIES CORP.
The following table sets forth the name, title, principal occupation or
employment and citizenship of the directors, executive officers and controlling
persons of Guardian Industries Corp. Except as set forth below, the business
address of each person listed below is 2300 Harmon Road, Auburn Hills, MI
48326-1714.
<TABLE>
<CAPTION>
Occupation or
Employment Present
(if Different Principal
Name Title from Title) Citizenship
---- ----- ------------- -----------
<S> <C> <C> <C>
William Davidson President, Chief USA
Executive Officer
and Director
Ralph J. Gerson Executive Vice USA
President and
Director
Russell J. Ebeid President - Glass USA
Division and Director
David A. Clark President/Automotive USA
Products Group
Jeffrey A. Knight Group Vice USA
President - Finance
Peter S. Walters Group Vice USA
President
James Moore Group Vice USA
President
Charles G. Croskey Group Vice USA
11535 Mountainview President
Kingsburg, CA 93631
Richard Alonzo Vice President - USA
Engineering
Joseph Bruce Vice President - USA
Purchasing
Paul Rappaport Vice President - USA
Tax Counsel
Robert H. Gorlin Vice President USA
and General Counsel
Donald Trofholz Vice President and USA
Chief Accounting Officer
Alan L. Schlang Secretary USA
Ann Waichunas Treasurer USA
Oscar H. Feldman Director and Attorney at Law, USA
Suite 200 Assistant Counsel to Butzel
32270 Telegraph Secretary Long
Birmingham, MI 48025
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</TABLE>
