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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ________________
Commission File Number: 0-23431
MILLER EXPLORATION COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware 38-3379776
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
3104 Logan Valley Road, Traverse City, Michigan 49685-0348
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (231) 941-0004
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
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Common Stock, $0.01 Par Value
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No ______
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
Number of shares outstanding of the registrant's Common Stock, $0.01 par value
(excluding shares of treasury stock) as of March 20, 2000: 12,704,208
The aggregate market value of the registrant's voting stock held by non-
affiliates of the registrant as of March 20, 2000: $17,468,286
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the Company's May 26, 2000 annual
meeting of stockholders are incorporated by reference in Part III of this Form
10-K
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This Amendment No. 1 to the Annual Report on Form 10-K of Miller
Exploration Company (the "Company") amends and restates in its entirety Item
14(a)(3) of Part IV of the Annual Report on Form 10-K of the Company filed with
the Securities and Exchange Commission on March 24, 2000 (the "Form 10-K").
Capitalized terms used herein and not otherwise defined shall have the meaning
assigned to such terms in the Form 10-K.
PART IV
Item 14. Exhibits, Financial Statements, Schedules, and Reports on Form 8-K.
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Item 14(a)(3). Exhibits. The following exhibits are filed as a part of
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this report.
Exhibit No. Description
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2.1 Exchange and Combination Agreement dated November 12,
1997. Previously filed as exhibit 2.1 to the Company's
Registration Statement on Form S-1 (333-40383), and here
incorporated by reference.
2.2(a) Letter Agreement amending Exchange and Combination
Agreement. Previously filed as an exhibit to the
Company's Registration Statement on Form S-1 (333-40383),
and here incorporated by reference.
2.2(b) Letter Agreement amending Exchange and Combination
Agreement. Previously filed as an exhibit to the
Company's Registration Statement on Form S-1 (333-40383),
and here incorporated by reference.
2.2(c) Letter Agreement amending Exchange and Combination
Agreement. Previously filed as an exhibit to the
Company's Registration Statement on Form S-1 (333-40383),
and here incorporated by reference.
2.3(a) Agreement for Purchase and Sale dated November 25, 1997
between Amerada Hess Corporation and Miller Oil
Corporation. Previously filed as an exhibit to the
Company's Registration Statement on Form S-1 (333-40383),
and here incorporated by reference.
2.3(b) First Amendment to Agreement for Purchase and Sale dated
January 7, 1998. Previously filed as an exhibit to the
Company's Registration Statement on Form S-1 (333-40383),
and here incorporated by reference.
3.1(a) Certificate of Incorporation of the Registrant.
Previously filed as an exhibit to the Company's
Registration Statement on Form S-1 (333-40383), and here
incorporated by reference.
3.1(b) Certificate of Amendment to Certificate of Incorporation.
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3.2 Bylaws of the Registrant. Previously filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998, and here incorporated by reference.
4.3 Form of Specimen Stock Certificate. Previously filed as an
exhibit to the Company's Registration Statement on Form S-1 (333-
40383), and here incorporated by reference.
10.1(a) Stock Option and Restricted Stock Plan of 1997./*/ Previously
filed as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997, and here incorporated by
reference.
10.1(b) Form of Stock Option Agreement./*/ Previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, and here incorporated by reference.
10.1(c) Form of Restricted Stock Agreement./*/ Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1997, and here incorporated by reference.
10.2 Form of Director and Officer Indemnity Agreement. Previously
filed as an exhibit to the Company's Registration Statement on
Form S-1 (333-40383), and here incorporated by reference./*/
10.3 Lease Agreement between Miller Oil Corporation and C.E. and Betty
Miller, dated July 24, 1996. Previously filed as an exhibit to
the Company's Registration Statement on Form S-1 (333-40383), and
here incorporated by reference.
10.4 Letter Agreement dated November 10, 1997, between Miller Oil
Corporation and C.E. Miller, regarding sale of certain assets.
Previously filed as an exhibit to the Company's Registration
Statement on Form S-1 (333-40383), and here incorporated by
reference.
10.5 Amended Service Agreement dated January 1, 1997, between Miller
Oil Corporation and Eagle Investments, Inc. Previously filed as
an exhibit to the Company's Registration Statement on Form S-1
(333-40383), and here incorporated by reference.
10.6 Form of Registration Rights Agreement (included as Exhibit E to
Exhibit 2.1). Previously filed as an exhibit to the Company's
Registration Statement on Form S-1 (333-40383), and here
incorporated by reference.
10.7 Consulting Agreement dated June 1, 1996 between Miller Oil
Corporation and Frank M. Burke, Jr., with amendment. Previously
filed as an exhibit to the Company's Registration Statement on
Form S-1 (333-40383), and here incorporated by reference.
10.8 $2,500,000 Promissory Note dated November 26, 1997 between Miller
Oil Corporation and the C.E. Miller Trust. Previously filed as an
exhibit to the
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Company's Registration Statement on Form S-1 (333-40383), and
here incorporated by reference.
10.9 Form of Indemnification and Contribution Agreement among the
Registrant and the Selling Stockholders. Previously filed as an
exhibit to the Company's Registration Statement on Form S-1 (333-
40383), and here incorporated by reference.
10.10 Credit Agreement between Miller Oil Corporation and Bank of
Montreal dated February 9, 1998. Previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, and here incorporated by reference.
10.11 Guaranty Agreement by Miller Exploration Company in favor of Bank
of Montreal dated February 9, 1998. Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1997, and here incorporated by reference.
10.12 $75,000,000 Promissory Note of Miller Oil Corporation to Bank of
Montreal dated February 9, 1998. Previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, and here incorporated by reference.
10.13 Mortgage (Michigan) between Miller Oil Corporation and James
Whitmore, as trustee for the benefit of Bank of Montreal, dated
February 9, 1998. Previously filed as an exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 1997,
and here incorporated by reference.
10.14 Mortgage, Deed of Trust, Assignment of Production, Security
Agreement and Financing Statement (Mississippi) between Miller
Oil Corporation and James Whitmore, as trustee for the benefit of
Bank of Montreal, dated February 9, 1998. Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1997, and here incorporated by reference.
10.15 Mortgage, Deed of Trust, Assignment of Production, Security
Agreement and Financing Statement (Texas) between Miller Oil
Corporation and James Whitmore, as trustee for the benefit of
Bank of Montreal, dated February 9, 1998. Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1997, and here incorporated by reference.
10.16 First Amendment to Credit Agreement among Miller Oil Corporation
and Bank of Montreal dated June 24, 1998. Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1998, and here incorporated by reference.
10.17 Second Amendment to Credit Agreement between Miller Oil
Corporation and Bank of Montreal dated April 14, 1999. Previously
filed as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998, and here incorporated by
reference.
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10.18 Agreement between Eagle Investments, Inc. and Miller Oil
Corporation, dated April 1, 1999. Previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, and here incorporated by reference.
10.19 $4,696,040.60 Note between Miller Exploration Company and Veritas
DGC Land, Inc., dated April 14, 1999. Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1998, and here incorporated by reference.
10.20 Warrant between Miller Exploration Company and Veritas DGC Land,
Inc., dated April 14, 1999. Previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December
31, 1998, and here incorporated by reference.
10.21 Registration Rights Agreement between Miller Exploration Company
and Veritas DGC Land, Inc., dated April 14, 1999. Previously
filed as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998, and here incorporated by
reference.
10.22 Agreement between Eagle Investments, Inc. and Miller Exploration
Company, dated March 16, 1999. Previously filed as an exhibit to
the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999, and here incorporated by reference.
10.23 Agreement between Eagle Investments, Inc. and Miller Exploration
Company, dated May 18, 1999. Previously filed as an exhibit to
the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999, and here incorporated by reference.
10.24 Agreement between Eagle Investments, Inc. and Miller Exploration
Company, dated May 27, 1999. Previously filed as an exhibit to
the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999, and here incorporated by reference.
10.25 Agreement between Eagle Investments, Inc. and Miller Exploration
Company, dated June 30, 1999. Previously filed as an exhibit to
the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999, and here incorporated by reference.
10.26 Agreement between Eagle Investments, Inc. and Miller Exploration
Company, dated October 18, 1999. Previously filed as an exhibit
to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, and here incorporated by reference.
10.27 Form of Equity Compensation Plan for Non-Employee Directors
Agreement dated December 7, 1998.**
10.28 Third Amendment to Credit Agreement among Miller Oil Corporation
and Bank of Montreal dated October 29, 1999.**
10.29 Form of Employment Agreement for Lew P. Murray dated February 9,
1998.**
10.30 Form of Employment Agreement for Michael L. Calhoun dated
February 9, 1998.**
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10.31 Form of Stock Option Agreement granted to Lew P. Murray dated
January 1, 2000.**
10.32 Fourth Amendment to Credit Agreement among Miller Oil Corporation
and Bank of Montreal dated March 20, 2000.**
11.1 Computation of Earnings per Share.**
21.1 Subsidiaries of the Registrant. Previously filed as an exhibit to
the Company's Registration Statement on Form S-1 (333-40383), and
here incorporated by reference.
23.1 Consent of S.A. Holditch & Associates.**
23.2 Consent of Miller and Lents, Ltd.**
23.3 Consent of Arthur Andersen LLP.**
24.1 Limited Power of Attorney.**
27.1 Financial Data Schedule.**
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* Management contract or compensatory plan or arrangement.
** Previously filed.
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated July 24, 2000
MILLER EXPLORATION COMPANY
By /s/ Deanna L. Cannon
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Deanna L. Cannon
Vice President-Finance
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