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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. )*
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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 shall 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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CUSIP No. 74837R104 13D Page 1 of 6
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(1) Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only)
Quicksilver Energy, L.C.
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(2) Check 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
Michigan
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(7) Sole Voting Power
Number of 3,030,861
Shares --------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 0
Each --------------------------------------------------
Reporting (9) Sole Dispositive Power
Person 3,030,861
With --------------------------------------------------
(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,030,861
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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)
23.5%
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(14) Type of Reporting Person*
CO
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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:
Quicksilver Energy, L.C.
(b) BUSINESS ADDRESS:
1619 Pennsylvania Avenue
Fort Worth, Texas 76104
(c) BUSINESS PURPOSE:
Quicksilver Energy, L. C. is an oil and gas producer.
(d) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS:
Quicksilver Energy, L. C. has not been convicted in a criminal
proceeding during the previous five years. Quicksilver Energy,
L. C. 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) STATE OF INCORPORATION:
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Quicksilver Energy, L. C. is a Michigan limited liability
company.
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. As consideration for the QELC transfer,
QRI assumed certain liabilities of QELC relating to the transferred
properties, including indebtedness owed by QELC to TCW under a Credit
Agreement dated November 14, 1996. QRI issued to QELC as additional
consideration 29,395 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 QELC 3,001,466 shares of
QRI 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
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QELC acquired the Common Stock as described above and holds it as an
investment. QELC intends for QRI to continue its business of oil and
gas exploration and production and for the Common Stock to continue to
be eligible for trading on the American Stock Exchange. QELC 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. QELC 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.
QELC is the beneficial owner of 3,030,861 (or approximately 23.52% of
QRI's outstanding shares). Quicksilver Energy, L. C. holds the sole
power to vote and dispose of all these shares.
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").
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
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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.
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).
- 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).
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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.
QUICKSILVER ENERGY, L.C.
By: /s/ Frank Darden
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Title: Director
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Date: March 11, 1999
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