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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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. [ ]
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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. C. E. Miller
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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
1,119,039
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 386,764
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,119,039
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
386,764
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,505,803
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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
11.4%
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TYPE OF REPORTING PERSON (See Instructions)
14
IN
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SCHEDULE 13D
CUSIP NO. 001693 10 0 Page 3
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Eagle Investments, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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 264,199
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
264,199
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
264,199
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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
2.0%
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TYPE OF REPORTING PERSON (See Instructions)
14
CO
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SCHEDULE 13D
CUSIP NO. 001693 10 0 Page 4
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Eagle International, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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 122,565
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
122,565
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
122,565
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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
0.9%
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TYPE OF REPORTING PERSON (See Instructions)
14
CO
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This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and
supplements the Schedule 13D initially filed with the Securities and Exchange
Commission (the "SEC") on or about February 19, 1998 (the "Schedule 13D"). 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. 1 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) C. E. Miller ("Mr.
Miller"), (2) Eagle Investments, Inc. ("Eagle Investments"), and (3) Eagle
International, Inc. ("Eagle International"), each, a "Reporting Person" and
collectively, the "Reporting Persons."
(1)
(a) Name: C. E. Miller
(b) Business address: 3104 Logan Valley Road, Traverse City, Michigan
(c) Mr. Miller is the Chairman of the Board 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: Eagle Investments, Inc. a Michigan corporation.
Principal business: Eagle Investments, Inc. 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 Eagle Investments, Inc. and each executive officer or
director of any corporation or other person ultimately in control of Eagle
Investments,
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Inc. are set forth on Schedule 1 hereto, which Schedule is incorporated herein
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by reference. All such persons are citizens of the United States of America.
(3)
Name and state of organization: Eagle International, Inc. a Michigan
corporation.
Principal business: Eagle International, Inc. is an international 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 Eagle International, Inc. and each executive officer or
director of any corporation or other person ultimately in control of Eagle
International, Inc. are set forth on Schedule 2 hereto, which Schedule is
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incorporated herein by reference. All such persons are citizens of the United
States of America.
(2) and (3)
(d) Neither Eagle Investments, Inc., Eagle International, Inc., nor, to the best
knowledge of Eagle Investments, Inc. or Eagle International, Inc., any of the
persons listed on Schedule 1 or Schedule 2 during the last five years, have been
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convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither Eagle Investments, Inc., Eagle International, Inc., nor, to the best
knowledge of Eagle Investments, Inc. or Eagle International, Inc., any of the
persons listed on Schedule 1 or Schedule 2 during the last five years have been
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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.
Item 3. Source and Amount of Funds or Other Consideration
See Item 5(c).
Item 4. Purpose of Transaction
(a) Eagle Investments has signed a letter agreement (the "Letter
Agreement") with the Company pursuant to which the Company plans to sell Eagle,
in exchange for cash and assets and subject to approval by the Company's
stockholders, a total of 3,883,101 shares of Common Stock. The Letter Agreement
is subject to approval by the stockholders of the Company. The terms of the
Letter Agreement are as follows:
(i) The Company will purchase an undivided interest in certain of
Eagle's non-producing assets, the purchase price for the assets will consist of
$2,000,000 in Common Stock at $1.35 per share.
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(ii) Eagle will an purchase an additional $500,000 worth of
Common Stock at at $1.35 per share.
(iii) As consideration for entering into the transaction, Eagle
will be issued two warrants exercisable, respectively, for 781,250 shares of
Common Stock (the "First Warrant") and 1,250,000 shares of Common Stock (the
"Second Warrant"). The exercise price for the First Warrant will be $1.35 per
share, and for the Second Warrant will be $2.50 per share.
(b) In addition, 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 1,505,803
shares of Common Stock, representing approximately 11.4% of the outstanding
shares of Common Stock.
(2) Eagle Investments may be deemed to beneficially own in the aggregate
264,199 shares of Common Stock, representing approximately 2.0% of the
outstanding shares of Common Stock.
(3) Eagle International may be deemed to beneficially own in the aggregate
122,565 shares of Common Stock, representing approximately 0.9% of the
outstanding shares of Common Stock.
(b)
(1) Mr. Miller has sole voting and dispositive power over 1,119,039 shares,
and shared voting and dispositive power over 386,764 shares. Of the 1,119,039
shares over which Mr. Miller has sole voting and dispositive power, 156,403
shares are held of record by the C.E. Miller Trust of which Mr. Miller is the
sole beneficiary and trustee, and 962,636 shares are held of record by Mr.
Miller as trustee for certain trusts for the benefit of Mr. Miller's children.
Of the 386,764 shares over which Mr. Miller has shared voting and dispositive
power, such power is shared with Eagle Investments over 264,199 shares and with
Eagle International over 122,565 shares.
(2) Eagle Investments has sole voting and dispositive power over no shares,
and shared voting and dispositive power over 264,199 shares. All of these
shares are held of record by Eagle Investments. All of the common stock of
Eagle Investments is held by the C. E. Miller
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Trust of which Mr. Miller is the sole beneficiary and trustee. Of the 264,199
shares over which Eagle Investments has shared voting and dispositive power,
such power is shared with Mr. Miller.
(3) Eagle International has sole voting and dispositive power over no
shares, and shared voting and dispositive power over 122,565 shares. All of
these shares are held of record by Eagle International. All of the common stock
of Eagle International is held by the C. E. Miller Trust of which Mr. Miller is
the sole beneficiary and trustee. Of the 122,565 shares over which Eagle
International has shared voting and dispositive power, such power is shared with
Mr. Miller.
(c) Mr. Miller was granted 30,311 shares of common stock as payment of
director fees on July 26, 2000.
(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).
10.2 Form of Letter Agreement dated July 11, 2000, by and between Eagle
Investments and the Company (incorporated by reference to the Company's
Current Report on Form 8-K, filed July 25, 2000).
99.1 Joint Filing Agreement dated February 18, 1998 (previously filed as an
exhibit to the Schedule 13D filed by C. E. Miller, Eagle Investments,
Inc., and Eagle International, Inc. on February 19, 1998).
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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/ C.E. Miller
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Date Name: C. E. Miller
EAGLE INVESTMENTS, INC.
By: /s/ C.E. Miller
--------------------------------
Name: C.E. Miller
Title: President
EAGLE INTERNATIONAL, INC.
By: /s/ C.E. Miller
--------------------------------
Name: C.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).
10.2 Form of Letter Agreement dated July 11, 2000, by and between Eagle
Investments and the Company (incorporated by reference to the Company's
Current Report on Form 8-K, filed July 25, 2000).
99.1 Joint Filing Agreement dated February 18, 1998 (previously filed as an
exhibit to the Schedule 13D filed by C. E. Miller, Eagle Investments,
Inc., and Eagle International, Inc. on February 19, 1998).
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SCHEDULE 1
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CERTAIN INFORMATION REGARDING DIRECTORS, EXECUTIVE
OFFICERS AND CONTROLLING PERSONS OF EAGLE INVESTMENTS
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
-------------------------------- -------------------------------------- ------------------------------------
<S> <C> <C>
C.E. Miller 3104 Logan ValleyRoad Retired
Sole Executive Officer Traverse City, Michigan 49684
</TABLE>
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SCHEDULE 2
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CERTAIN INFORMATION REGARDING DIRECTORS, EXECUTIVE
OFFICERS AND CONTROLLING PERSONS OF EAGLE INTERNATIONAL
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
-------------------------------- -------------------------------------- ------------------------------------
<S> <C> <C>
C.E. Miller 3104 Logan ValleyRoad Retired
Sole Executive Officer Traverse City, Michigan 49684
</TABLE>
