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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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SUMMIT PETROLEUM CORPORATION
(Name of Subject Company)
MRI ACQUISITION CORP.
MIDLAND RESOURCES, INC.
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(BIDDERS)
COMMON STOCK, $.01 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
866228 307
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(CUSIP NUMBER OF COMMON STOCK)
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 BIDDERS)
COPY:
WAYNE M. WHITAKER
MICHENER, LARIMORE, SWINDLE, WHITAKER,
FLOWERS, REYNOLDS, SAWYER & CHALK, L.L.P.
301 COMMERCE STREET
3500 CITY CENTER TOWER II
FORT WORTH, TEXAS 76102
817-878-0530
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1)** The "Offer to Purchase"
(a)(2)** Letter of Transmittal
(a)(3)** Agreement and Plan of Merger among Midland Resources, Inc., MRI
Acquisition Corp. and the Company
(a)(4) Press Release by Midland Resources and MRI Acquisition Corp.
announcing the extension of the tender offer until September 5,
1996.
(b)(1)* Loan Agreement with First Union National Bank of North Carolina
(Filed as Exhibit 10.1 to the Company's Form 10-KSB dated
December 31, 1995.)
(c)* 10.1 Pike Petroleum Corporation Management Agreement between
Miresco, Inc. and Pike Petroleum Corporation, The
Company and Deas H. Warley III dated August 28, 1989
(Filed as Exhibit 10.4 to the Company's Form 8-K dated
August 28, 1989.)
* 10.2 Assignment and Bill of Sale between the Company and
Midland Resources, Inc. dated August 15, 1994 (Filed as
Exhibit 10.11 to the Company's Form 8-K/A dated August
15, 1994.)
* 10.5 Partial Assignment of Oil and Gas Leases and Bill of
Sale between the Company and Midland Resources, Inc.
dated January 11, 1994 (Filed as Exhibit 10.14 to the
Company's Form 10-KSB dated July 31, 1994.)
* 10.6 Assignment between the Company and Midland Resources,
Inc. dated August 1, 1995 (Filed as Exhibit 10.6 to the
Company's Form 10-KSB dated July 31, 1995.)
* 10.7 Assignment between the Company and Midland Resources,
Inc. dated August 1, 1995 (Filed as Exhibit 10.7 to the
Company's Form 10-KSB dated July 31, 1995.)
* 10.8 Purchase and Sale Agreement, Stipulation of Interest
and Exploration and Development Agreement between the
Company, Midland Resources, Inc., Midland Resources
Operating Company, Inc., AXEM - Blackbird L.L.C. and
Pathfinder Oil & Gas, Inc.(Filed as Exhibit 10.8 to the
Company's Form 10-KSB dated July 31, 1995.)
* 99.1 Stock Redemption and Purchase Agreement dated December
17, 1993 (Filed as an Exhibit of the same number to the
Company's Form 8-K dated December 17, 1993.)
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* Incorporated by reference as indicated.
** Previously filed
(d),(e),(f) Not applicable
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.
MRI ACQUISITION CORP.
August 14, 1996 Deas H. Warley III, President
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Date Signature, Name and Title
MIDLAND RESOURCES, INC.
August 14, 1996 Deas H. Warley III, President
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Date Signature, Name and Title
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INDEX TO EXHIBITS
EXHIBIT NO. PAGE NO.
(a)(1)** The "Offer to Purchase"
(a)(2)** Letter of Transmittal
(a)(3)** Agreement and Plan of Merger among Midland Resources, Inc., MRI
Acquisition Corp. and the Company
(a)(4) Press Release by Midland Resources and MRI Acquisition Corp.
announcing the extension of the tender offer until September 5, 1996.
(b)(1)* Loan Agreement with First Union National Bank of North Carolina
(Filed as Exhibit 10.1 to the Company's Form 10-KSB dated
December 31, 1995.)
(c)* 10.1 Pike Petroleum Corporation Management Agreement between
Miresco, Inc. and Pike Petroleum Corporation, The Company
and Deas H. Warley III dated August 28, 1989 (Filed as
Exhibit 10.4 to the Company's Form 8-K dated August 28,
1989.)
* 10.2 Assignment and Bill of Sale between the Company and Midland
Resources, Inc. dated August 15, 1994 (Filed as Exhibit
10.11 to the Company's Form 8-K/A dated August 15, 1994.)
* 10.5 Partial Assignment of Oil and Gas Leases and Bill of Sale
between the Company and Midland Resources, Inc. dated
January 11, 1994 (Filed as Exhibit 10.14 to the Company's
Form 10-KSB dated July 31, 1994.)
* 10.6 Assignment between the Company and Midland Resources, Inc.
dated August 1, 1995 (Filed as Exhibit 10.6 to the Company's
Form 10-KSB dated July 31, 1995.)
* 10.7 Assignment between the Company and Midland Resources, Inc.
dated August 1, 1995 (Filed as Exhibit 10.7 to the Company's
Form 10-KSB dated July 31, 1995.)
* 10.8 Purchase and Sale Agreement, Stipulation of Interest and
Exploration and Development Agreement between the Company,
Midland Resources, Inc., Midland Resources Operating
Company, Inc., AXEM - Blackbird L.L.C. and Pathfinder Oil &
Gas, Inc.(Filed as Exhibit 10.8 to the Company's Form 10-KSB
dated July 31, 1995.)
* 99.1 Stock Redemption and Purchase Agreement dated December 17,
1993 (Filed as an Exhibit of the same number to the
Company's Form 8-K dated December 17, 1993.)
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* Incorporated by reference as indicated.
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LETTERHEAD
MIDLAND RESOURCES EXTENDS SUMMIT PETROLEUM OFFER
HOUSTON, TEXAS -- Midland Resources, Inc. (NASDAQ: MRIX) and MRI
Acquisition Corp., announced today that they have extended the tender offer to
shareholders of Summit Petroleum Corporation (OTC: SMMP). The offer and
withdrawal rights are extended to the new expiration date at 12:00 midnight,
Houston, Texas Time, on Thursday, September 5, 1996 (the "Expiration Date").
Midland Resources and Summit Petroleum announced on July 18, 1996 that a
definitive agreement was signed on July 17, 1996, for MRI Acquisition Corp. to
acquire all of the outstanding shares of Summit Petroleum for $0.70 per share in
cash with the total value of the transaction at approximately $2.4 million,
including assumed debt. MRI Acquisition Corp. commenced immediately a tender
offer for all shares of Summit Petroleum Corporation which was scheduled to
expire at 12:00 midnight, Houston, Texas time, on Wednesday, August 14, 1996,
unless the offer was extended. An Offer to Purchase was mailed to all
shareholders of Summit Petroleum Corporation with Stock Transfer Company of
America acting as depository for the tender offer.
Mark Kahil, Director of Investor Relations for Midland Resources,
commented, "We were recently advised by the transfer agent of possible delays
of the tender offer information being forwarded to Summit shareholders with
street name and trust accounts. These delays could result in a number of
Summit shareholders missing the opportunity to participate in the tender offer
process. We want to insure that all shareholders have adequate time to receive
the offer and make an informed decision."
Midland Resources specializes in the application of advanced technology for
the exploration, development and production of natural gas and oil. The Company
owns oil and gas interests principally in the Permian Basin of West Texas and
the Texas Gulf Coast. The common stock of the Company trades in the NASDAQ
Small Cap Market with the symbol MRIX.
