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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
Quicksilver Resources Inc.
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(NAME OF ISSUER)
Common Stock $.01 par value
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(TITLE OF CLASS OF SECURITIES)
74837R104
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(CUSIP NUMBER)
Glenn M. Darden, 1619 Pennsylvania Avenue, Fort Worth, Texas 76104
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
March 4, 1999
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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 Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page should 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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SCHEDULE 13D
CUSIP No. 74837R104 13D Page 1 of 7 Pages
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(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Frank Darden
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(2) CHECK BOX THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
00
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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(7) SOLE VOTING POWER
NUMBER OF 460,443
SHARES --------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 7,526,683
EACH --------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 460,443
WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER
7,526,683
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,987,126
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) / /
58.8%
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13D
This Schedule 13D is filed in connection with the closing of the
transactions under that certain Agreement and Plan of Merger and Reorganization
(the "Agreement") between Quicksilver Resources Inc. ("QRI") and MSR Exploration
Ltd. ("MSR") dated September 1, 1998 pursuant to which MSR merged into QRI (the
"Merger"). In connection with the Merger, QRI issued approximately one tenth
(.10) of one share of its common stock, par value $.01 per share ("Common
Stock") to the former shareholders of MSR in exchange for each of the issued and
outstanding shares of the capital stock of MSR. Also, as a result of the Merger,
QRI registered its shares of Common Stock issued in the Merger under the
Securities Act of 1933, as amended.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock of QRI. QRI is a
Delaware corporation and its principal executive offices are
located at 1619 Pennsylvania Avenue, Fort Worth, Texas 76104
ITEM 2. IDENTITY AND BACKGROUND.
(a) NAME:
Frank Darden
(b) RESIDENCE OR BUSINESS ADDRESS:
1619 Pennsylvania Avenue
Fort Worth, Texas 76104
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME,
PRINCIPAL BUSINESS AND ADDRESS WHERE EMPLOYMENT OCCURS.
Director of QRI.
1619 Pennsylvania Avenue
Fort Worth, Texas 76104
(d) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS:
Mr. Darden has not been convicted in a criminal proceeding
during the previous five years. Mr. Darden 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.
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(e) CITIZENSHIP:
Mr. Darden is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
QRI was organized on December 18, 1997 under the laws of the State
of Delaware for the purpose of combining certain oil and natural gas
properties (the "QRI Properties") located in Michigan, Wyoming and
Montana and owned by Michigan Gas Partners, Limited Partnership, a
Texas limited partnership ("MGP"), Mercury Exploration Company, a
Texas corporation ("Mercury") and Quicksilver Energy, L.C., a
Michigan limited liability company ("QELC"), and thereafter
exploring, developing, and operating the QRI Properties. At the time
of formation of QRI, Mercury was the sole general partner of MGP and
Joint Energy Development Investments Limited Partnership, a Delaware
limited partnership ("JEDI"), was the sole limited partner. The
membership interests in QELC are owned by Mercury, Frank Darden,
Thomas F. Darden, Glenn Darden, and Anne Darden Self (the "Darden
Family"). The Darden Family also owns, directly or indirectly,
substantially all of the stock of Mercury.
On April 9, 1998, the combination of oil and natural gas properties
for which QRI was formed (the "Combination Transaction") was
completed. Pursuant to an Agreement and Plan of Reorganization and
Merger by and among QRI, QELC, MGP, Mercury, Trust Company of the
West, a California trust company ("TCW"), in its capacity as
Sub-Custodian for Mellon Bank for the benefit of a specified
account, and JEDI, dated March 31, 1998, MGP was merged with and
into QRI and certain assets and liabilities of Mercury and QELC were
transferred to and assumed by QRI. Indebtedness owed by QELC to TCW
and by Mercury and QELC to NationsBank of Texas, N.A.
("NationsBank") was also restructured as part of the Combination
Transaction.
Effective as of January 1, 1998, QELC transferred all of its oil and
gas properties in the states of Michigan and Montana to QRI as part
of the Combination Transaction. In the Combination Transaction,
Frank Darden, Thomas F. Darden, Glenn M. Darden, Anne Darden Self
and Jack L. Thurber transferred to QRI certain contractual after
payout or net profits interests owned by such individuals in some of
the assets of Mercury or QELC that were transferred to QRI pursuant
to the Combination Transaction. As consideration for such transfers
of contractual rights, QRI issued 2,356 shares of QRI Common Stock
to each of Frank Darden, Thomas F. Darden, Glenn M. Darden and Anne
Darden Self.
On March 4, 1999, MSR and QRI completed the Merger whereby MSR
shareholders, received one tenth (.10) of one fully paid
nonassessable share of QRI Common Stock for each share of MSR common
stock that they owned. Mr. Darden received 107,520
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shares of QRI Common Stock. In order to meet the requirements of the
Merger and give effect to the relative percentage of the surviving
corporation to be owned by MSR shareholders after the Merger, QRI
issued to Mr. Darden 240,567 shares of its Common Stock, as a result
of a stock dividend approved by QRI's Board of Directors on February
12, 1999.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Darden acquired the QRI Common Stock as described above and
holds it as an investment. Mr. Darden intends for QRI to continue
its business of oil and gas exploration and production and for the
Common Stock of QRI to continue to be eligible for trading on the
American Stock Exchange. Mr. Darden may make purchases of Common
Stock from time to time and may dispose of any or all of such shares
held by it at any time. Mr. Darden does not have present plans or
contemplates any present proposals that would result in any of the
transactions described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Mr. Darden is the beneficial owner of 7,987,126 shares of QRI's
Common Stock or approximately 58.8% of its outstanding shares,
including the QRI shares subject to the warrants described below.
Mr. Darden holds the sole power to vote and dispose of 460,443 of
these shares. Mr. Darden has shared power to vote and shared power
to dispose of 7,524,683 of those shares with Mercury and QELC, as a
result of his ownership interests of Mercury and QELC and his
position as director of Mercury. Mercury owns 3,899,822 shares of
QRI's Common Stock and QELC owns 3,030,861 shares of QRI's Common
Stock.
As a result of the Merger, Mr. Darden also holds warrants to
purchase 110,000 shares of QRI Common Stock, which can be exercised
prior to March 31, 2002, subject to the Agreement Regarding Warrants
described below. Mr. Darden, as a shareholder and director of
Mercury is also deemed to beneficially own 594,000 shares of QRI
Common Stock pursuant to warrants held by Mercury.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
STOCKHOLDERS AGREEMENT.
QRI, Mercury, QELC, the Darden Family, Jeff Cook, Jack Thurber, TCW,
JEDI and Mercury Production Company, a Texas corporation and the
owner of substantially all of the outstanding shares of common stock
of Mercury ("Mercury Production"), are parties to a Stockholders
Agreement, dated April 9, 1998, as amended on September 1, 1998 (the
"Stockholders Agreement").
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Mercury, QELC and the Darden Family (collectively, the "Darden
Stockholders") have an obligation continuing past the time when QRI
Common Stock becomes publicly traded to provide to JEDI and TCW a
right of first refusal on any transfers of the QRI Common Stock. The
Darden Stockholders are further required to provide JEDI and TCW
with a proportionate right to join in any transfers of shares of QRI
Common Stock by Mercury, QELC or a member of the Darden Family.
In addition, each of JEDI and TCW, so long as it is a holder of QRI
Common Stock, has the right to elect a number of members of the
Board of Directors of QRI representing a percentage of the entire
Board of Directors as close as possible to the percentage of
outstanding shares of QRI Common Stock held by JEDI or TCW, as
applicable, but in no case less than one.
QRI and QRI's stockholders, other than JEDI and TCW, are bound by
certain covenants contained in the Stockholders Agreement, including
a requirement to deliver specified information concerning QRI to
JEDI and TCW so long as they are the owners of QRI Common Stock and
not to take major corporate actions without the prior written
consent of JEDI and TCW, such as amendment of QRI's Certificate of
Incorporation, issuance of capital stock, merger of QRI into any
other corporation or a sale of all or substantially all of QRI's
assets.
AGREEMENT REGARDING WARRANTS
Mercury and the Darden Family also entered into an agreement
regarding warrants with JEDI and TCW. Mercury and the Darden Family
have agreed that they will not exercise their warrants to purchase
QRI Common Stock at $12.50 until (a) either (1) the market value of
JEDI's QRI Common Stock exceeds $20,995,200; (2) JEDI no longer owns
any QRI Common Stock; or (3) JEDI consents to the exercise in
writing; and (b) either (1) TCW no longer owns its QRI Common Stock;
or (2) TCW consents to the exercise in writing. If any holder of the
warrants exercises any of those warrants while TCW holds any QRI
Common Stock, it gives TCW the put right to require Mercury to
purchase all of QRI Common Stock owned by TCW, opt the Common Stock
that TCW may have sold to Mercury or to others with Mercury's
consent.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
- Agreement and Plan of Merger and Reorganization by and among
Quicksilver Resources Inc. and MSR Exploration, Ltd. dated as of
September 1, 1998 (as filed as Exhibit 2.1 to QRI's Registration
Statement on Form S-4 (SEC file No. 333-66709) and incorporated
hereby by reference).
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- Stockholders Agreement, dated April 9, 1998 and amended September 1,
1998, by and among Quicksilver Resources, Inc., Mercury Exploration
Company, Quicksilver Energy, L.C., Frank Darden, Thomas F. Darden,
Glenn M. Darden, Anne Darden Self, Jeff Cook, Jack L. Thurber, Trust
Company of the West, Joint Energy Development Investments Limited
Partnership and Mercury Production Company (as filed as Exhibits
10.5 and 10.6 to QRI's Registration Statement on Form S-4 (SEC File
No. 333-66709) and incorporated hereby by reference).
- Agreement Regarding Warrants, dated September 1, 1998, by and among
Quicksilver Resources, Inc., Mercury Exploration Company, Frank
Darden, Thomas F. Darden, Glenn M. Darden, Anne Darden Self, Joint
Energy Development Investments Limited Partnership and Trust Company
of the West (as filed as Exhibit 10.13 to QRI's Registration
Statement on Form S-4 (Sec File No. 333-66709) and incorporated
hereby 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.
/s/ Frank Darden
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Frank Darden
Date: March 11, 1999
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