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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
SUMMIT PETROLEUM CORPORATION
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(Name of Issuer)
MRI ACQUISITION CORP.
MIDLAND RESOURCES, INC.
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(Name of Persons filing Statement)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
866228 307
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(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
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(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, 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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Date tender offer first published, sent or given to security holders: July 18,
1996
Calculation of Filing Fee
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Transaction Valuation* Amount of filing fee
$1,890,129 $378
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*For the purpose of calculating the fee assumes the purchase of 2,700,184
shares of Common Stock of Summit Petroleum Corporation at $.70 per share.
Such number of shares includes all outstanding shares as of July 15, 1996,
and assumes the exercise of all stock options to purchase 300,000 shares of
Common Stock outstanding as of such date.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $378 Form or Registration No.: Schedule 14d-1
Filing Party: MRI Acquisition Corp. Date Filed: July 18, 1996
and Midland Resources
Inc.
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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. MRI and MRIAcq. may
be deemed affiliates of Summit and therefor have also filed a Schedule 13E-3
dated July 18, 1996. Summit has filed a Schedule 14D-9 statement in support of
the tender offer. MRI and MRIAcq. because they may be deemed affiliates of
Summit may be required to file this Schedule 13E-4. MRI and MRIAcq. believe the
information required by Schedule 13E-4 has been provided in the Schedule 14D-1
and Schedule 13E-3 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 filed by MRI and M RIAcq. Listed below are the items required by Schedule
13e-4 and the location in the Schedule 14D-1 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 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 Funds or Item 4. Source and Amount of Funds
Other Consideration or Other Consideration.
Item 3. Purpose of the Tender Offer Item 5.Purpose of the Tender Offer and
and Plans or Proposals of the Issuer Plans or Proposals of the Bidder.
of Affiliate
Item 4. Interest in Securities of the Item 6. Interest in Securities of
Issuer the Subject Company
Item 5.Contracts, Arrangements, Item 3. Past Contacts, Transactions, or
Understandings or Relationships With Negotiations with the Subject Company,
Respect to the Issuer's Securities. Item7. Contracts, Arrangements,
Understandings Or Relationships With
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Respect to the Subject Company's
Securities
Item 6 Persons Retained or Employed Item 6 Persons Retained or
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.
July 18, 1996
/s/Deas H. Warley III
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Deas H. Warley III, President
MRI Acquisition Corp.
Midland Resources, Inc.
