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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
AMENDMENT NO. 1
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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SUMMIT PETROLEUM CORPORATION
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(Name of Subject Company)
SUMMIT PETROLEUM CORPORATION
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(Name of Person(s) 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 COMMON STOCK)
DEAS H. WARLEY III, PRESIDENT
SUMMIT PETROLEUM CORPORATION
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 9. MATERIAL TO BE FILED AS EXHIBIT.
Exhibit No. Description of Exhibit
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Exhibit 1* Agreement and Plan of Merger, dated as of July 17, 1996, by and
among Parent, the Purchaser and the Company.
Exhibit 2* Pages 1,2,4,5,6 and 7 of the Company's Proxy Statement dated
December 19, 1995.
Exhibit 3* Press Release issued jointly by Parent and Company, dated
July 18, 1996.
Exhibit 4* Letter to Stockholder of the Company, dated July 18, 1996.
Exhibit 5 Press Release by Midland Resources and MRI Acquisition Corp.
announcing the extension of the tender offer until September 5,
1996.
____________________________________
* 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.
August 14, 1996 SUMMIT PETROLEUM CORPORATION
By: /s/ Deas H. Warley III
Name: Deas H. Warley III
Title: President
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit Page No.
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Exhibit 1* Agreement and Plan of Merger, dated as of
July 17, 1996, by and among Parent, the Purchaser
and the Company.
Exhibit 2* Pages 1,2,4,5,6 and 7 of the Company's Proxy
Statement dated December 19, 1995.
Exhibit 3* Press Release issued jointly by Parent and Company,
dated July 18, 1996.
Exhibit 4* Letter to Stockholder of the Company, dated July 18,
1996.
Exhibit 5 Press Release by Midland Resources and MRI Acquisition
Corp. announcing the extension of the tender offer
until September 5, 1996.
_______________________________
* Previously filed
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Midland Resources, Inc.
PRESS RELEASE Houston, Texas
NASDAQ: MRIX
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FOR IMMEDIATE RELEASE August 14, 1996
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 SmallCap Market with the symbol MRIX.
