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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
MILLER EXPLORATION COMPANY
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
600533 10 0
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(CUSIP Number)
Mark Early
Vinson & Elkins LLP
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201-2875
(214) 220-7700
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(Name, address and telephone number of person
authorized to receive notices and communications)
July 11, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box. [ ].
(Continued on following pages)
Page 1
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SCHEDULE 13D
CUSIP NO. 001693 10 0 Page 2
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Mr. Kelly E. Miller
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
N/A
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
7
NUMBER OF
1,275,642*
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 84,324**
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,275,642*
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
84,324**
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,359,966*
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.2%
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TYPE OF REPORTING PERSON
14
IN
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* Includes options currently exercisable for a total of 132,000 shares.
See Item 5.
** Previously, Mr. Miller had reported the beneficial ownership of an
additional 10,300 shares held in trusts for the benefit of Mr. Miller's
children. However, Mr. Miller has determined that such shares do not meet the
test of beneficial ownership set forth in Section 13(d) of the Securities
Exchange Act of 1934 and the rules promulgated thereunder and thus has removed
such shares from this amendment to Schedule 13D.
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SCHEDULE 13D
CUSIP NO. 001693 0 0 Page 3
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Miller and Miller, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
N/A
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Michigan
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SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 84,024
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
84,024
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
84,024
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.6%
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TYPE OF REPORTING PERSON
14
CO
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This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends and
supplements Schedule 13D initially filed with the Securities and Exchange
Commission (the "SEC") on or about February 19, 1998 (the "Schedule 13D") and
Amendment No. 1 to Schedule 13D filed with the SEC on or about March 26, 1999
("Amendment No. 1"). Each capitalized term used herein and not otherwise
defined has the meaning given such term in the original Schedule 13D, as
amended. Each Reporting Person (as defined below) disclaims responsibility for
the completeness and accuracy of the information contained in this Schedule 13D
concerning the other Reporting Persons.
Item 1. Security and Issuer
The class of equity security to which this Amendment No. 2 relates is
the Common Stock, par value $0.01 per share (the "Common Stock"), of Miller
Exploration Company, a Delaware corporation (the "Company"). The address of the
Company's principal executive office is 3104 Logan Valley Road, Traverse City,
Michigan.
Item 2. Identity and Background
This statement is being filed jointly on behalf of (1) Kelly E. Miller
("Mr. Miller") and (2) Miller and Miller, Inc. ("Miller and Miller"), each, a
"Reporting Person" and collectively, the "Reporting Persons."
(1)
(a) Name: Kelly E. Miller
(b) Business address: 3104 Logan Valley Road, Traverse City, Michigan
(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, during the last five years, has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Miller, during the last five years, has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of which was not and is not subject to 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) Mr. Miller is a citizen of the United States of America.
(2)
Name and state of organization: Miller and Miller, Inc., a Michigan
corporation.
Principal business: Miller and Miller is an oil and gas exploration company.
Address of principal business and principal office: 3104 Logan Valley Road,
Traverse City, Michigan 49684.
Executive officer, directors, and controlling persons: The name, business
address, present principal occupation or employment, and the name, principal
business and address of each corporation or other organization in which such
occupation or employment is conducted for each executive officer, director, and
controlling person, of Miller and Miller and each executive officer or director
of any corporation or other person ultimately in control of Miller and Miller
are set forth on Schedule 1 hereto, which Schedule is incorporated herein by
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reference. All such persons are citizens of the United States of America.
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(d) Neither Miller and Miller, nor, to the best knowledge of Miller and Miller,
any of the persons listed on Schedule 1, during the last five years, have been
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convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither Miller and Miller, nor, to the best knowledge of Miller and Miller,
any of the persons listed on Schedule 1, during the last five years, have been a
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party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which was not and is not subject to 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.
Item 3. Source and Amount of Funds or Other Consideration
See Item 5(c).
Item 4. Purpose of Transaction
Mr. Miller and certain other stockholders of the Company (collectively, the
"Stockholders") have entered into a Voting Agreement, dated July 11, 2000, with
Guardian Energy Management Corp., a Michigan corporation ("Guardian"), pursuant
to which the Stockholders have agreed to vote at a special meeting of the
Company's stockholders in favor of transactions pursuant to which Guardian may
acquire up to a total of 16,766,203 shares of Common Stock.
Item 5. Interest in Securities of Issuer
(a)
(1) Mr. Miller may be deemed to beneficially own in the aggregate
1,359,966 shares of Common Stock, representing approximately 10.2% of the
outstanding shares of Common Stock. Of such shares, Mr. Miller has sole voting
and dispositive power over 1,275,642 shares. This total includes 132,000 shares
underlying options that Mr. Miller currently has the right to acquire. These
options consist of options for 4,540 shares with an exercise price of $8.80 per
share and options for 127,460 shares with an exercise price of $8.00 per share.
(2) Miller and Miller may be deemed to beneficially own in the
aggregate 84,024 shares of Common Stock, representing approximately 0.6% of the
outstanding shares of Common Stock.
(b)
(1) Mr. Miller has sole voting and dispositive power over 1,275,642
shares, and shared voting and dispositive power over 84,324 shares. Of the
1,275,642 shares over which Mr. Miller has sole voting and dispositive power,
260,121 shares are held of record directly by Mr. Miller, 917,804 shares are
held of record by the Kelly E. Miller Trust of which Mr. Miller is the sole
beneficiary and trustee, and 97,717 shares are held of record by the Miller
Exploration Company 401(k) of which Mr. Miller is the trustee. Of the 84,324
shares over which Mr. Miller has shared voting and dispositive power, such power
is shared with Miller and Miller over 84,024 shares and 300 shares are held in
trust for minor children wherein Mr. Miller is the trustee.
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(2) Miller and Miller has sole voting and dispositive power over no
shares, and shared voting and dispositive power over 84,024 shares. All of
these shares are held of record by Miller and Miller. All of the common stock
of Miller and Miller is held by the Kelly E. Miller Trust of which Mr. Miller is
the sole beneficiary and trustee. Of the 84,024 shares over which Miller and
Miller has shared voting and dispositive power, such power is shared with Mr.
Miller.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
See Item 4.
Item 7. Material to be Filed as Exhibits
10.1 Voting Agreement dated July 11, 2000, by and among Guardian Energy
Management Corp. and Stockholders (incorporated by reference to the
Company's Current Report on Form 8-K, filed July 25, 2000).
99.1 Joint Filing Agreement dated March 25, 1999 (previously filed as an
exhibit to the Schedule 13D filed by Kelly E. Miller and Miller and
Miller, Inc. on March 26, 1999, 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.
August 23, 2000 By: /s/ Kelly E. Miller
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Date Name: Kelly E. Miller
MILLER AND MILLER, INC.
By: /s/ Kelly E. Miller
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Name: Kelly E. Miller
Title: President
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EXHIBIT INDEX
10.1 Voting Agreement dated July 11, 2000, by and among Guardian Energy
Management Corp. and Stockholders (incorporated by reference to the
Company's Current Report on Form 8-K, filed July 25, 2000).
99.1 Joint Filing Agreement dated March 25, 1999 (previously filed as an
exhibit to the Schedule 13D filed by Kelly E. Miller and Miller and
Miller, Inc. on March 26, 1999, and here incorporated by reference).
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SCHEDULE 1
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CERTAIN INFORMATION REGARDING DIRECTORS, EXECUTIVE
OFFICERS AND CONTROLLING PERSONS OF MILLER AND MILLER
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
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<S> <C> <C>
Kelly E. Miller 3104 Logan Valley Road Executive Officer and Director of
Sole Executive Officer Traverse City, Michigan 49684 Miller Exploration Company
</TABLE>
