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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 2 of 7 Pages
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(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Anne Darden Self
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(2) CHECK BOX THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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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 467,373
SHARES --------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 7,538,133
EACH --------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 467,373
WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER
7,538,133
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,005,506
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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)
58.9%
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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 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:
Anne Darden Self
(b) BUSINESS ADDRESS:
2630 Fountain View, Suite 300
Houston, Texas 77057
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME,
PRINCIPAL BUSINESS AND ADDRESS WHERE EMPLOYMENT OCCURS.
Vice President of Human Resources
for Mercury Exploration Company
(d) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS:
Ms. Self has not been convicted in a criminal proceeding during
the previous five years. Ms. Self 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.
(e) CITIZENSHIP:
Ms. Self is a citizen of the United States.
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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, and Anne Darden Self
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. Ms. Darden received 144,450 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
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owned by MSR shareholders after the Merger, QRI issued to Ms. Self
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.
Ms. Self acquired the Common Stock as described above and holds it as
an investment. Ms. Self 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.
Ms. Self 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. Ms. Self
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.
Ms. Self is the beneficial owner of 8,005,506 shares of QRI's Common
Stock (or approximately 58.9% of its outstanding shares), including
QRI shares exercisable pursuant to the warrants described below. Ms.
Self holds the sole power to vote and dispose of 467,373 of these
shares. Ms. Self has shared power to vote and shared power to dispose
of 7,524,683 of those shares as a result of her ownership interests in
Mercury and QELC. Ms. Self is also the co-trustee of five trusts for
the benefit of her nieces and nephews, which own 13,450 shares of QRI
Common Stock. She shares the power to vote and dispose of such shares
with her brothers Glenn and Thomas Darden.
As a result of the Merger, Ms. Self also holds warrants to purchase
110,000 shares of QRI's Common Stock, which can be exercised prior to
March 31, 2002, subject to the Agreement Regarding Warrants described
below. Ms. Self, as a shareholder 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/ Anne Darden Self
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Anne Darden Self
Date: March 10, 1999
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