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OMB APPROVAL
OMB 3235-0145
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
MEXCO ENERGY CORPORATION
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(Name of Issuer)
COMMON STOCK $0.50 PAR VALUE PER SHARE
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(Title of Class of Securities)
592770101
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(CUSIP Number)
NICHOLAS C. TAYLOR, 1203 COUNTRY CLUB DRIVE, MIDLAND, TEXAS, 79701
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
06/01/97
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(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 filed 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 be "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).
(Continued on following page(s))
Page 1 of 7 Pages
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CUSIP NO. 592770101 13D PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SS # ###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
N/A (b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
P.F.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF 1,112,770 shares (68.55% of issued and outstanding
shares)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
N/A
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,112,770 shares (68.55% of issued and outstanding
shares)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
N/A
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,112,770 shares (68.55% of issued and outstanding shares)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
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This statement relates to the $0.50 par value common stock of MEXCO ENERGY
CORPORATION (herein called the "Issuer"), a Colorado corporation maintaining its
principal executive offices at 214 W. Texas Avenue, Suite 1101, Midland, Texas,
79701. The Issuer's principal executive offices were formerly at 906 Western
United Life Building, Midland, Texas, 79701.
The Issuer's corporate name was formerly MILLER OIL COMPANY. In April,
1980, the Shareholders of the issuer adopted a proposal to amend the Articles of
Incorporation ("Articles") of the issuer to change the corporate name to that
indicated above. Also, at that time, the Shareholders of the Issuer approved
amendments to the Articles which resulted in a one-for-fifty reverse stock split
of the Issuer's common stock ($0.50 par value). The corporate name change and
reverse stock split became effective April 30, 1980, upon the filing of the
Amendment to the Articles of Incorporation with the Colorado Secretary of State.
ITEM 2. IDENTITY AND BACKGROUND
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(a) - (c) Nicholas C. Taylor, whose business address is Suite 1101, 214
West Texas Avenue, Midland, Texas, 79701, initially acquired stock of the Issuer
on April 18, 1983. His principal occupation is that of President of the Issuer
and practicing Attorney at Law in private practice. Until June 3, 1993, Mr.
Taylor was an employee and shareholder of the law firm of Stubbeman, McRae,
Sealy, Laughlin & Browder, Inc. which served as counsel to the Issuer and
continues to represent the Issuer. Mr. Taylor is one of three members of the
Securities Board of the State of Texas.
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(d) Criminal Proceedings
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During the last five (5) years, Mr. Taylor has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Civil Proceedings Involving Violations of Federal or State Securities
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Laws
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During the last five (5) years, Mr. Taylor was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that
resulted in Mr. Taylor being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal and State Securities Laws or finding any violation with respect to
such laws.
(f) Citizenship
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Mr. Taylor is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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On April 18, 1983, Mr. Taylor made his initial purchase of shares of the
Issuer purchasing FIVE HUNDRED SEVENTY SEVEN THOUSAND FIVE HUNDRED FIFTY
(577,550) shares of the Issuer's common stock for a purchase price of FOUR
HUNDRED FIFTY THOUSAND DOLLARS ($450,000.00). Subsequently, Mr. Taylor acquired
additional shares of the Issuer's common stock in open market transaction and in
exchange for oil and gas properties. Also, in a separate transaction on January
1, 1993, Mr. Taylor and his spouse acquired an additional 21,000 shares of the
Issuer's common stock in exchange for oil and gas properties. Mr. Taylor did
not vote on any of the transactions involving the exchange of stock for oil and
gas properties and the vote of the other directors of the Issuer was based on
engineering or economic studies as to value of such properties. Mr. Taylor
purchased 20,000 shares of the Issuer's common stock
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on May 23, 1997, from the Issuer pursuant to a private placement of the Issuer's
common stock. Mr. Taylor paid ONE HUNDRED THOUSAND DOLLARS ($100,000.00) ($5.00
per share) for such stock from his personal funds. Mr. Taylor also acquired
30,000 shares of the Issuer's common stock for his minor daughter under the
Uniform Gift to Minors Act for a consideration of ONE HUNDRED FIFTY THOUSAND
DOLLARS ($150,000.00) paid from her personal funds. All 1,082,770 shares
(excluding 30,000 shares held as custodian for the minor daughter) held by Mr.
and Mrs. Taylor are held as community property. Mr. and Mrs. Taylor disclaim any
beneficial ownership of 45,000 shares owned by each of their two adult children
purchased for $5.00 per share on May 23, 1997, from the Issuer, also pursuant to
the private placement.
ITEM 4. PURPOSE OF TRANSACTION
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All of these shares of common stock were acquired by Mr. Taylor and spouse
for investment with the view to capital appreciation. Mr. Taylor has no present
plans or proposals to acquire or dispose of any securities of the Issuer. Mr.
Taylor has present plans and/or proposals which relate to or would result in
certain events or actions described in Item 4 of Schedule 13D or which may be
declared to be similar thereto. Subject to his resignation as a United States
Ambassador, Ambassador Thomas Graham has been appointed to the Issuer's Board of
Directors and Chairman of the Board effective July 1, 1997. Mr. Graham was
previously a director of the Issuer but resigned from the Board of Directors of
the Issuer in July, 1994, to become United States Ambassador. Further, Mr.
Taylor plans to propose that the Issuer restate its Articles of Incorporation to
increase the number of authorized shares of its common stock and to provide for
authorization to issue preferred shares in classes on terms to be set by the
Board of Directors of the Issuer from time to time. Mr. Taylor knows of no
present plans to issue any
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preferred shares. Mr. Taylor also plans to propose an Employee Incentive Stock
Plan for consideration at the meeting of the shareholders and directors, each
presently scheduled for September of 1997. Pursuant to this proposed plan, the
Issuer could issue up to 350,000 shares of the Company's common stock ($.50 par
value) for distribution under the Plan. The purpose of the Plan is to better
enable to Issuer and it subsidiaries to attract, retain and reward key employees
and strengthen the existing mutuality of interest between the key employees and
the Issuer shareholders by offering such key employees stock options and/or
restricted stock.
Mr. Taylor will continue to review his investment in the shares of common
stock and his alternatives with respect to the matters described above, and
reserves the right to formulate additional plans or proposals with respect
thereto, or to change his intentions with respect to any or all of the
foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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(a) - (c) Mr. Taylor owns beneficially ONE MILLION EIGHTY TWO THOUSAND
SEVEN HUNDRED SEVENTY (1,082,770) shares of common stock (excluding 30,000 held
by him as custodian for his minor daughter, but includes 21,000 shares held in
the name of his spouse), representing approximately 66.7% of the common stock of
the Issuer. Mr. Taylor has the sole power to vote or dispose of the ONE MILLION
FORTY TWO THOUSAND SEVEN HUNDRED SEVENTY (1,042,770) shares of common stock.
Mr. Taylor, as custodian for his minor daughter under the Uniform Gift to Minors
Act, holds an additional THIRTY THOUSAND (30,000) shares of common stock, over
which he has sole voting and dispositive power. Mrs. Taylor has the power to
vote and dispose of 21,000 shares of the Issuer's stock held in her name, as
well as the power to receive or reject receipt of any dividend. Except for the
May 23, 1997,
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purchase of the common stock, Mr. Taylor has not engaged in any transactions
involving the common stock during the past sixty days.
(d) Right to Receive Dividends or Sales Proceeds
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No persons, other than Mr. and Mrs. Taylor, are known to have the right to
receive, or the power to direct, the receipt of dividends or sale proceeds with
respect to the securities for whose sale this statement is filed.
(e) Termination of Beneficial Ownership
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Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER
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Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Not applicable.
SIGNATURE
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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: May 29, 1997.
/s/ Nicholas C. Taylor
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NICHOLAS C. TAYLOR
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