SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Midcoast Energy Resources Inc.
(Successor to Nugget Oil Corporation)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
59563W104
(CUSIP Number)
Robert G. Reedy, 700 Louisiana, 35th Floor, Houston,Texas 77002 (713) 226-0600
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 14, 1996
(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. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 "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).
<PAGE>
SCHEDULE 13D
CUSIP No. 59563W 10 4
Page 2 of 6 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Magic Gas Corp. (formerly known as Midcoast Natural Gas, Inc.)
76-0304910
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
611,740
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
611,740
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING POWER
611,740
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.5%
14
TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
Magic Gas Corp.
Item 1. Security and Issuer.
This statement relates to the common stock, $.01 par value per share (the
"Common Stock") of Midcoast Energy Resources, Inc., a Nevada corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 1100
Louisiana, Suite 2950, Houston, Texas 77002.
Item 2. Identity and Background.
This Statement is being filed by Magic Gas Corp., a Texas corporation
("Magic") (formerly known as Midcoast Natural Gas, Inc.), which is engaged
primarily in the ownership of natural gas transmission and distribution
facilities. The principal business and office address of Magic is 1100
Louisiana, Suite 2950, Houston, Texas 77002. All of the outstanding capital
stock of Magic is owned by Dan C. Tutcher and Kimberly Tutcher, as Husband and
Wife. Dan C. Tutcher and Kimberly Tutcher are the sole directors of Magic. Dan
C. Tutcher is the President, and Kimberly Tutcher is the Vice President of
Magic. Dan C. Tutcher is also President, Chairman of the Board, and Chief
Executive Officer of the Issuer. Mr. Tutcher previously served as a director
of Nugget Oil Corporation ("Nugget"), a predecessor of the Issuer and a
Minnesota corporation. Neither Magic, Dan C. Tutcher nor Kimberly Tutcher has
been, during the last five years (a) convicted in a criminal proceeding or (b)
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a 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. Dan C. Tutcher and Kimberly Tutcher
are both citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On September 15, 1992, pursuant to the Plan of Reorganization of Nugget,
as approved by the United States Bankruptcy Court for the Southern District of
Texas, Corpus Christi Division (the "Bankruptcy Court"), Nugget was merged with
and into the Issuer (the "Nugget Merger"). At the time of the Nugget Merger, the
Common Stock was deemed registered with the Securities and Exchange Commission
(the "SEC") under Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), in accordance with Rule 12g-3(a). In connection
with the Offering (hereinafter defined) the Issuer filed a Form 8-A registering
its Common Stock under Section 12(b) of the Exchange Act. An explanation of the
Plan of Reorganization is presented in Item 3 of the First Amended Schedule 13D
dated on November 23, 1992 (attached hereto as Exhibit 99).
Pursuant to such Plan of Reorganization (the "Plan") and the other
transactions ordered by the Bankruptcy Court in connection therewith, Magic
became the owner of record of 137,020 shares of Common Stock. Additionally,
Magic became the owner of record of 100,000 shares of the Preferred Stock.
On August 5, 1996, the Issuer effected a 4.460961 for 1 split in the
Issuer's Common Stock. This stock split increased Magic's ownership to 611,240
shares of Common Stock, as of the date of this stock split, but had no dilutive
effect on Magic's percentage ownership.
Item 4. Purpose of Transaction.
On August 14, 1996, the Issuer closed an underwritten public offering of
1,000,000 shares of Common Stock (the "Offering"), which reduced Magic's
percentage ownership of the Issuer to 24.5%. One of the transactions
contemplated in connection with the Offering was the Issuer's elimination of the
entire class of Preferred Stock. Accordingly, on May 21, 1996, pursuant to
Board and majority stockholder approval, the Issuer redeemed all 100,000 shares
of Magic's Preferred Stock, as well as all other shares of Preferred Stock
owned by other stockholders to enable the Issuer to eliminate the entire class
of Preferred Stock. The elimination of the class of Preferred Stock was
accomplished on July 26, 1996 through an amendment to the Issuer's articles of
incorporation.
Magic acquired all but 500 shares of the securities of the Issuer pursuant
to the Plan referred to in Item 3. Except as set forth in the Issuer's
registration statement on Form SB-2 (No. 333-4643) as filed with the SEC in
connection with the Offering, neither Magic nor Dan C. Tutcher nor Kimberly
Tutcher has any present plan or proposal, or any knowledge of any plan or
proposal, which relates to or would result in any of the actions set forth in
parts (a) through (j) of Item 4 of Schedule 13D. Magic, Dan C. Tutcher or
Kimberly Tutcher may from time to time and at any time reconsider any or all of
the activities which may result in any of the actions set forth in such Item 4.
Item 5. Interest in Securities of the Issuer.
(a) Magic is the owner of record or beneficial owner of 611,740 shares of
Common Stock (approximately 24.5% of the outstanding shares of Common Stock) as
of the date hereof.
(b) Dan C. Tutcher and Kimberly Tutcher have the sole power to vote all
611,740 shares of the Common Stock held by Magic. No other person has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such shares of Common Stock.
(c) Except as described herein, neither Magic, Dan C. Tutcher nor Kimberly
Tutcher has engaged in any transaction in the Common Stock during the past 60
days that would trigger a reporting requirement pursuant to Section 13d except
as set forth in this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Securities of the Issuer.
Another transaction that was entered into in connection with the Offering
was the termination of the Shareholder Agreement to which Magic was a party.
Accordingly, on May 13, 1996, the Issuer, Magic, Stevens G. Herbst and Kenneth
B. Holmes, Jr. terminated a Shareholder Agreement between said parties dated
November 16, 1992. The Termination Agreement is attached hereto as Exhibit A.
Except as described herein there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) between Magic, Dan C.
Tutcher or Kimberly Tutcher and any other person with respect to any securities
of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Termination Agreement, dated as of May 13, 1996, by and among
Midcoast Energy Resources, Inc., Magic Gas Corp., Stevens G.
Herbst and Kenneth B. Holmes, Jr.
Exhibit 99. First Amended Schedule 13D for Magic Gas Corporation (formerly
known as Midcoast Natural Gas, Inc.) dated November 23, 1996.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, Magic
Gas Corp., certifies that the information set forth in this statement is true,
complete and correct,
DATED: August 27, 1996.
MAGIC GAS CORP., a Texas corporation
By:/S/ Dan C. Tutcher
Dan C. Tutcher, President
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT is entered into on this 13th day of May 1996
by, between and among Midcoast Energy Resources, Inc., a Nevada corporation
(the "Company"), and Magic Gas Corp., a Texas corporation, (f/k/a Midcoast
Natural Gas, Inc.), Stevens G. Herbst and Kenneth B. Holmes, Jr.
(collectively the "Shareholders" and individually, a "Shareholder"), together
with all spouses of individual Shareholders designated on signature pages
hereto.
W I T N E S S E T H:
WHEREAS, the Shareholders and the Company are parties to that certain
Shareholder Agreement, dated November 16, 1992 between the Shareholders and
the Company (the "Shareholder Agreement");
WHEREAS, pursuant to Section VII of the Shareholder Agreement, the
Shareholder Agreement shall terminate upon an executed written agreement among
the Company and the Shareholders which terminates the Shareholder Agreement;
and
WHEREAS, the parties hereto desire to terminate the Shareholder Agreement
on the date hereof.
NOW, THEREFORE, for and in consideration of the premises, and the mutual
and dependent promises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the
parties hereto, intending to be legally bound, hereby agree as follows:
The Shareholder Agreement be, and it hereby is, in all respects
terminated
on the date hereof without further action hereby from the Company or the
Shareholders, and the Company and the Shareholders acknowledge and agree that
they have no further rights or remedies thereunder.
IN WITNESS WHEREOF, this Termination Agreement is executed and delivered
on and as of the day first above written.
MIDCOAST ENERGY RESOURCES, INC.
By:/s/ DAN C. TUTCHER
Dan C. Tutcher, President
MAGIC GAS CORP.
(f/k/a Midcoast Natural Gas, Inc.)
By:/s/ DAN C. TUTCHER
Dan C. Tutcher, President
/s/ STEVENS G. HERBST
Stevens G. Herbst
/s/ JUNE HERBST
June Herbst, Spouse
Address: 5018 Cascade Drive
Corpus Christi, Texas 78413
/s/ KENNETH B. HOLMES, JR.
Kenneth B. Holmes, Jr.
/s/ DOROTHY C. HOLMES
Dorothy C. Holmes, Spouse
Address: 5201 N.W. Trail
Corpus Christi, Texas 78401
/s/ DAN C. TUTCHER
Dan C. Tutcher
/s/ KIMBERLY TUTCHER
Kimberly Tutcher, Spouse
Address: 2207 Twin Oaks
Kemah, Texas 77565
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Midcoast Energy Resources, Inc.
(Successor to Nugget Oil Corporation)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
59563W104
(CUSIP Number)
Linda M. Robison, 1021 Main Street, Suite 1300, Houston,Texas 77002
(713) 754-5200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 16, 1992
(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. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 "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).
SCHEDULE 13D
CUSIP No. 59563W 10 4
Page of 10 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Midcoast Natural Gas Inc.
76-0304910
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
137,020
8
SHARED VOTING POWER
141,573
9
SOLE DISPOSITIVE POWER
137,020
10
SHARED DISPOSITIVE POWER
141,573
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING POWER
278,593 (includes 141,573 shares for which beneficial ownership is disclaimed
pursuant to Rule 13d-4)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91%
14
TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 3 of 10
SCHEDULE 13D
Midcoast Natural Gas, Inc.
Item 1. Security and Issuer.
This statement relates to the common stock, $.01 par value per share (the
"Common Stock") of Midcoast Energy Resources, Inc., a Nevada corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 1100
Louisiana, Suite 3030, Houston, Texas 77002.
Item 2. Identity and Background.
This statement is being filed by Midcoast Natural Gas Inc., a Texas
corporation ("Natural"), which is engaged primarily in the ownership of natural
gas transmission and distribution facilities. The principal business and office
address of Natural is 1100 Louisiana, Suite 3030, Houston, Texas 77002. All of
the outstanding capital stock of Natural is owned by Dan C. Tutcher and Kimberly
Tutcher, as Husband and Wife. Dan C Tutcher and Kimberly Tutcher are the sole
directors of Natural. Dan C. Tutcher is the President and Kimberly Tutcher is
the Vice President of Natural. The principal occupation of Dan C. Tutcher is
serving as President of the Issuer and a director. Mr. Tutcher also previously
served as a director of Nugget Oil Corporation, a Minnesota corporation and a
predecessor of the Issuer. Kimberly Tutcher is employed as a flight attendant
with Southwest Airlines, Inc., Dallas, Texas. Neither Natural, Dan C. Tutcher
nor Kimberly Tutcher has been during the last five years (a) convicted in a
criminal proceeding or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a 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. Each
of Dan C. Tutcher and Kimberly Tutcher is a citizen of the United States.
Because of the execution of a Shareholder Agreement, dated November 16,
1992 (the "Shareholder Agreement"), by and among the Issuer, Natural, Stevens G.
Herbst and Kenneth B. Holmes, Jr.,
Page 4 of 10
Natural, Mr. Holmes, and Mr. Herbst may be deemed to be members of a "group"
within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as
amended. (The material terms of the Shareholder Agreement are set forth in Item
6 hereof.) Therefore, the requisite information with respect to Mr. Herbst and
Mr. Holmes is also included in this filing by Natural.
Mr. Herbst's business address is 710 Buffalo, Suite 800, Corpus Christi,
Texas 78401 and Mr. Herbst's principal business activity has been carried on as
President, Director and fifty percent (50%) owner of TexLine Gas Company, a
privately owned Texas business corporation involved in the natural gas pipeline
industry ("Texline"). The principal address of Texline is the same as Mr.
Herbst's business address. Mr. Herbst also serves as Executive Vice President
and a Director of the Issuer and previously served as a Director of Nugget Oil
Corporation, a Minnesota corporation and a predecessor of the Issuer ("Nugget").
Mr. Holmes' business address is also 710 Buffalo, Suite 800, Corpus Christi,
Texas 78401 and Mr. Holmes' principal business activity has been carried
on as Vice President, Director and 50% owner of Texline. Mr. Holmes also serves
as Vice President, Treasurer and a Director of the Issuer and previously served
as a Director of Nugget.
To the knowledge of Natural, Dan C. Tutcher or Kimberly Tutcher, neither
Mr. Herbst nor Mr. Holmes has been, during the last five (5) years (a) convicted
in a criminal proceeding or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in any of such
persons being subject to a 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.
Each of Mr. Herbst and Mr. Holmes is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Page 5 of 10
On September 15, 1992, pursuant to the Plan of Reorganization of Nugget,
as approved by the United States Bankruptcy Court for the Southern District of
Texas, Corpus Christi Division (the "Bankruptcy Court"), Nugget was merged with
and into the Issuer (the "Nugget Merger"). The Common Stock has been deemed
registered with the Securities and Exchange Commission (the "SEC") under Section
12g of the Securities Act of 1934, as amended, in accordance with Rule 12g-3(a)
as a result of the Nugget Merger and the Issuer's filing of its Current Report
on Form 8-K with the SEC on September 24, 1992.
Pursuant to such Plan of Reorganization (the "Plan") and the other
transactions ordered by the Bankruptcy Court in connection therewith, there are
approximately 304,490 shares of Common Stock and 200,000 shares of the Issuer's
5% Cumulative Preferred stock, $1.00 par value per share (the "Midcoast
Preferred Stock") outstanding. 137,020 shares of Common Stock are owned by
Natural; and 70,590 shares are owned by Mr. Herbst and 70,983 shares are owned
by Mr. Holmes. The remaining 25,896 shares of Common Stock are owned by the
former shareholders of Nugget (other than Messrs. Herbst and Holmes).
Additionally, Natural owns 100,000 shares of Midcoast Preferred Stock and
Mr. Herbst and Mr. Holmes each own 50,000 shares of Midcoast Preferred Stock.
The Plan, among other things, authorized the consummation of a Reverse
Stock Split (herein so called) of Nugget's common stock, $.10 par value per
share (the "Nugget Common Stock"), and provided that (A) each holder of Nugget
Common Stock whose aggregate shares of Nugget Common Stock held in one name or
account are fewer than 750 received cash for the fractional share interest
resulting from such reclassification in an amount equal to the product of $.001
times the number of shares of Nugget Common Stock representing such fractional
share interest, rounded upward, if necessary, to the nearest $.01, and (B) each
holder of Nugget Common Stock whose aggregate shares of Nugget Common Stock
held in one name or account were 750 or more received such number of whole
shares resulting from such reclassification as were equal to the whole number
of shares obtained by dividing 750 into the number of shares held by such holder
and cash for any fractional share interest resulting from such reclassification
computed in the manner set forth above (e.g., a holder of 400 shares of Nugget
Common Stock received cash
Page 6 of 10
in the amount of $.40 and a holder of 2,000 shares received two replacement
shares of Nugget Common Stock and cash in the amount of $.50). The Reverse
Stock Split was effected prior to the Nugget Merger and in such Nugget Merger,
each issued and outstanding share of Nugget Common Stock (after the Reverse
Stock Split) was converted into one share of Common Stock.
The Plan further authorized the consummation of the merger of Midcoast
Transmission Company, a Texas corporation ("Trans-mission"), with and into the
Issuer (the "Transmission Merger"), following the consummation of the Nugget
Merger. Under the terms of the Transmission Merger, the Issuer issued 100,000
shares of Midcoast Preferred Stock to the existing shareholders of Transmission,
Messrs. Herbst and Holmes, in exchange for all the issued and outstanding shares
of common stock, without par value, of Transmission. The principal asset of
Transmission was its joint venture interest in Midcoast Venture I, a Texas joint
venture (the "Venture"). Concurrently with the Transmission Merger, the Issuer
acquired from Natural, all of its joint venture interests in the Venture, in
exchange for the issuance of 100,000 shares of Midcoast Preferred Stock and the
assumption of Natural's joint venture obligations with respect to the Venture.
As a result of the Transmission Merger and the acquisition by the Issuer
of Natural's Interest in the Venture, the Issuer owns and operates directly all
of the Venture's assets, consisting of certain natural gas transmission and
distribution facilities, and supplies natural gas to customers through such
facilities under existing sales contracts.
With respect to the treatment of other claims against, and interests in,
Nugget, pursuant to the Plan of Reorganization, each holder of a secured claim
retained the lien securing such claim unaltered. Claimants holding allowed
general unsecured claims received in satisfaction of such amounts cash equal to
ninety percent of the claims, except for general unsecured claims of the Venture
which were eliminated upon the acquisition by the Issuer of the assets of the
Venture as described above.
Claimants holding allowed claims of $57,293.12 under the First Series
Convertible Notes (as defined in the Plan) received in
Page 7 of 10
satisfaction of such claims Nugget Common Stock (Post Reverse Stock Split) at
the rate of 8.56375 shares for each $1.00 of one-third of the portion of the
allowed amounts of such claims attributable to the principal amount outstanding
on the petition date under the First Series Convertible Notes and a Settlement
Note (as defined in the Plan) from the Issuer in an original principal amount
equal to the remainder of such allowed amount of such claims.
Claimants holding allowed claims of $49,663.10 under the Second Series
Convertible Notes (as defined in the Plan) received in satisfaction of such
claims, Settlement Notes from the Issuer in original principal amounts equal to
the allowed amounts of such claims.
Claimants holding allowed claims of $16,106.85 under the Third Series
Convertible Notes (as defined in the Plan) received in satisfaction of such
claims Nugget Common Stock (Post Reverse Stock Split) at the rate of 8.56375
shares for each $1.00 of the portion of the allowed amounts of such claims
attributable to the principal outstanding on the Third Series convertible Notes
on the petition date, with the portion of such claims attributable to accrued
interest on the petition date being treated and paid as general unsecured
claims.
All Nugget Common Stock issued to claimants pursuant to the First Series
Convertible Notes and Third Series Convertible Notes were exchanged for Common
Stock in the Nugget Merger and upon consummation of all of the transactions
discussed above and in accordance with the Plan, there are approximately 304,489
shares of Common Stock outstanding and 200,000 shares of Midcoast Preferred
Stock outstanding.
Item 4. Purpose of Transaction.
Natural acquired the securities of the Issuer pursuant to the Plan
described in Item 3. Except as set forth in the Shareholder Agreement described
in Item 6 hereof, neither Natural, Dan C. Tutcher nor Kimberly Tutcher has any
present plan or proposal, and none of the parties is aware of any present plan
or proposal on the part of Mr. Herbst or Mr. Holmes, which relates to or would
result
Page 8 of 10
in any of the actions set forth in parts (a) through (j) of Item 4 of Schedule
13D, except that the Plan contemplates that the board of directors of the Issuer
may be increased to add additional directors (in accordance with the Issuer's
corporate documents), who will be selected by the present board (Messrs. Herbst,
Holmes and Tutcher), each of such additional directors, if any, to serve until
the next annual meeting of shareholders of the Issuer. As of the date hereof,
no additional director has been selected. Any of Natural, Dan C. Tutcher,
Kimberly Tutcher, Mr. Herbst or Mr. Holmes may from time to time and at any time
reconsider any or all of the activities which may result in any of the actions
set forth in such Item 4.
Item 5. Interest in Securities of the Issuer.
(a) Natural is the owner of 137,020 shares of Common stock (approximately
45% of the outstanding shares of Common Stock) as of the date hereof. Natural
also owns 100,000 shares of the Issuer's 5% Cumulative Preferred Stock.
(b) Dan C. Tutcher and Kimberly Tutcher have the sole power to vote all
137,020 shares of the Common Stock held by Natural, subject to the restrictions
imposed under the Shareholder Agreement described in Item 6 hereof. No other
person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such shares of Common Stock.
(c) Except as described herein, neither Natural, Dan C. Tutcher nor
Kimberly Tutcher has engaged in any transaction in the Common Stock of the
Issuer during the past 60 days except as set forth in this Schedule 13D.
The interests of Mr. Herbst and Mr. Holmes in the securities of the Issuer
are set forth in Item 3 above. To the knowledge of Natural, Dan C. Tutcher and
Kimberly Tutcher, each of Mr. Herbst and Mr. Holmes has the sole power to vote
the respective securities of the Issuer owned by them, subject to the
restrictions imposed under the Shareholder Agreement, and except as set forth in
this filing, neither Natural, Dan C. Tutcher nor Kimberly Tutcher knows of any
transaction engaged in by either Mr. Herbst or Mr. Holmes
Page 9 of 10
with respect to the securities of the Issuer during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer.
On November 16, 1992, the Issuer, Natural, Mr. Herbst and Mr. Holmes,
together with all spouses of the designated individual shareholders entered into
a Shareholder Agreement (the "Shareholder Agreement") which places significant
restrictions on the holder's ability to transfer and vote the shares of the
Issuer's capital stock. The Shareholder Agreement provides that none of such
parties may transfer their respective shares without the prior written consent
of each shareholder, except for certain permitted transfers, including, the
pledge of all shares held by the shareholders to an institutional lender, the
simultaneous sale by each shareholder to the same third-party transferee, and
transfers to certain designated family members or trusts for the benefit of
designated family members. Additionally, the Shareholder Agreement provides
that upon the death or mental incompetency of a shareholder or spouse of a
shareholder, as applicable, the Issuer shall have the right to acquire the
shares of capital stock held by such shareholder (including the stock of the
spouse of such shareholder) at its then fair market value as determined by
mutual agreement or by a qualified appraiser.
The Shareholder Agreement further provides that each shareholder and the
spouse of each individual shareholder shall vote all shares owned by them as a
single unit, with like vote, in the manner specified by any two of Natural, Mr.
Herbst or Mr. Holmes and that each shall vote for the election of Mr. Tutcher,
Mr. Herbst and Mr. Holmes, and any other person mutually agreeable to each of
such individuals, as directors of the Issuer.
Each of Dan C. Tutcher and Kimberly Tutcher, individually, executed the
Shareholder Agreement to evidence their mutual agreement that in the event of
the death or incapacity, as applicable, of either of them, the Issuer shall have
the right to purchase the shares of capital stock owned by Natural to the same
extent as if they (rather than Natural) owned the Issuer's stock
Page 10 of 10
individually.
Except as described herein or in the Plan (attached hereto as Exhibit A)
or in the Shareholder Agreement (attached hereto as Exhibit B), there are no
other contracts, arrangements, under-standings or relationships (legal or
otherwise) between Natural, Dan C. Tutcher or Kimberly Tutcher and any other
person with respect to any securities of the Issuer, or to the knowledge of
Natural, Dan C. Tutcher or Kimberly Tutcher, between Mr. Herbst or Mr. Holmes
and any other person with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Plan of Reorganization Under Chapter 11 of the United States
Bankruptcy Code for Nugget Oil Corporation.*
Exhibit B. Shareholder Agreement, dated as of November 16, 1992, by and
among Midcoast Energy Resources, Inc., Midcoast Natural Gas
Inc., Stevens G. Herbst and Kenneth B. Holmes, Jr.*
* Previously filed
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.
DATED: November 23, 1992.
Midcoast Natural Gas Inc.
By: /s/ DAN C. TUTCHER
Dan C. Tutcher, President
