<PAGE>
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
AMENDMENT NO. 2
SUMMIT PETROLEUM CORPORATION
----------------------------------
(Name of Issuer)
MRI ACQUISITION CORP.
MIDLAND RESOURCES, INC.
DEAS H. WARLEY III
-------------------------------------
(Name of Persons filing Statement)
COMMON STOCK, $.01 PAR VALUE
-------------------------------------
(Title of Class of Securities)
866228 307
-------------------------------------
(CUSIP Number of Class of Securities)
Deas H. Warley III, President
MRI Acquisition Corp.
16701 Greenspoint Park Drive, Suite 200
Houston, Texas 77060
713-873-4828
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person Filing Statement)
Copy:
Wayne M. Whitaker
Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, Reynolds & Chalk, L.L.P.
301 Commerce Street
3500 City Center Tower II
Fort Worth, Texas 76102
817-878-0530
Date tender offer first published, sent or given to security holders:
July 18, 1996
- --------------------------------------------------------------------------------
<PAGE>
INTRODUCTORY STATEMENT AND CROSS REFERENCE SHEET
Midland Resources, Inc. ("MRI") and its wholly owned subsidiary MRI
Acquisition, Corp.("MRIAcq.") are making a cash tender offer for all of the
Common Stock of Summit Petroleum Corporation ("Summit") and in connection
therewith have filed a Schedule 14D-1 dated July 18, 1996, and as amended by
Amendement No. 2 dated August 30, 1996. Deas H. Warley III, for the reasons set
forth in the above referenced Schedule 14D-1, has also filed as a co-bidder on
the Schedule 14D-1, as amended. MRI, MRIAcq. and Mr. Warley may be deemed
affiliates of Summit and therefor have also filed a Schedule 13E-3 dated July
18, 1996, and as amended by Amendment No. 2 dated August 30, 1996. Deas H.
Warley III, for the reasons set forth in the above referenced Schedule 14D-1 is
also filing as an affiliate of Summit on this Amendment No. 2 to Schedule 13E-4.
Summit has filed a Schedule 14D-9 statement in support of the tender offer.
MRI, MRIAcq. and Mr.Warley because they may be deemed affiliates of Summit may
be required to file this Schedule 13E-4. MRI, MRIAcq. and Mr. Warley believe
the information required by Schedule 13E-4 has been provided in the Schedule
14D-1 and Schedule 13E-3, as each has been amended, as well as Summit's filing
of its Schedule 14D-9. Therefore, in the manner provided by Instruction F to
Schedule 13E-3, answers to the items required by this Schedule 13E-4 are
incorporated by reference from the Schedule 14D-1, as amended, filed by MRI,
MRIAcq. and Mr. Warley Listed below are the items required by Schedule 13e-4
and the location in the Schedule 14D-1, as amended, of the information required
to be included in response to the items of this statement.
Schedule 13e-4 Item Location of Response in Schedule 14D-1
Item 1. Security and Issuer
(a) Item 1. Security and Subject
Company
(b) Item 1. Security and Subject
Company
Item 11. Material to be Filed
as Exhibits, Exhibit (a)(1) the
"Offer to Purchase--
Introduction", "--General"; and
Paragraph 1.
(c) Item 11. Material to be Filed
as Exhibits, Exhibit (a)(1) the
"Offer to Purchase"--Paragraph 7.
(d) Item 11. Material to be Filed
as Exhibits, Exhibit (a)(1) the
"Offer to Purchase"--Paragraph 11.
Item 2. Source and Amount of Item 4. Source and Amount of
Funds or Other Consideration Funds or Other Consideration.
Item 3. Purpose of the Tender Item 5. Purpose of the Tender
Offer and Plans or Proposals Offer and Plans or Proposals of
of the Issuer of Affiliate the Bidder.
<PAGE>
Item 4. Interest in Securities Item 6. Interest in Securities
of the Issuer of the Subject Company
Item 5. Contracts, Arrangements, Item 3. Past Contacts,
Understandings or Relationships Transactions, or Negotiations
With Respect to the Issuer's with the Subject Company,
Securities. Item 7. Contracts, Arrangements,
Understandings Or Relationships
With Respect to the Subject Company's
Securities
Item 6. Persons Retained or Item 6. Persons Retained or
Employed to be Compensated Employed to be Compensated
Item 7. Financial Information Item 9. Financial Statements
of Certain Bidders
Item 8. Additional Information Item 10. Additional Information
Item 9. Material to be Filed as Item 11. Material to be Filed
Exhibits as Exhibits
SIGNATURE
After due 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 30, 1996 /s/Deas H. Warley III
--------------------------------
Deas H. Warley III, President
MRI Acquisition Corp.
Midland Resources, Inc.
August 30, 1996 /s/Deas H. Warley III
--------------------------------
Deas H. Warley III
