MEXCO ENERGY CORP
SC 13D/A, 1999-06-17
CRUDE PETROLEUM & NATURAL GAS
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                              ____________________

                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ____________________

                                 SCHEDULE 13D/A
                    Under the Securities Exchange Act of 1934

                                (Amendment No. 5)


                            MEXCO ENERGY CORPORATION
                                (Name of Issuer)

                                   __________

                     Common Stock, $0.50 Par Value Per Share
                         (Title of Class of Securities)

                                   __________

                                    592770101
                                 (CUSIP Number)

                               Catherine B. Taylor
                              3300 North "A" Street
                              Building 2, Suite 102
                              Midland, Texas 79705
                       (Name, Address and Telephone Number
                     of Person Authorized to Receive Notices
                               and Communications)

                                   __________

                                  June 17, 1999
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
this  acquisition  that is the subject of this  Schedule 13D, and is filing this
Schedule  because of Rule 13d-1(e),  Rule 13d-1(f) or Rule  13d-1(g),  check the
following box: [ ]

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.
<PAGE>
CUSIP NO: 592770101

                         AMENDMENT NO. 5 TO SCHEDULE 13D

1    Name of Reporting Person; S.S. or IRS Identification Number

     Catherine B. Taylor SSN ###-##-####

2    Check the Appropriate Box If A Member of a Group

     (a) [ ]
     (b) [ ]

3    SEC Use Only


4    Source of Funds

     PF

5    Check Box If Disclosure of Legal  Proceedings Is Required  Pursuant to Item
     2(d) or 2(e)

     [ ]

6    Citizenship or Place of Organization

     United States of America

7    Sole Voting Power

     269,942

8    Shared Voting Power

     0

9    Sole Dispositive Power

     269,942

10   Shared Dispositive Power

     0

11   Aggregate Amount Beneficially Owned by Each Reporting Person

     269,942

12   Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares

     [ X ]

13   Percent of Class Represented by Amount in Row (11)

     16.63%

14   Type of Reporting Person

     IN
<PAGE>
                                  SCHEDULE 13D
                               AMENDMENT NUMBER 5

     Unless otherwise  defined or indicated in this Amendment No. 5, capitalized
terms which are used herein and are defined in the  Schedule 13D filed April 27,
1983 ("Original 13D") shall have the meanings assigned them in the Original 13D.
All  information  herein with  respect to Mexco Energy  Corporation,  a Colorado
corporation,  is to the best  knowledge and belief of the Reporting  Person,  as
defined herein.

ITEM 1. SECURITY AND ISSUER

     This Amendment is filed by Ms. Catherine B. Taylor, an individual  residing
in Midland, Midland County, Texas. This Amendment 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

     (a) - (c) Catherine B. Taylor, whose address is #20 Hialeah Drive, Midland,
Texas, 79705, is the former spouse of Nicholas C. Taylor who is the President of
Mexco Energy Corporation.

     (d) Criminal  Proceedings:  During the last five (5) years,  the  Reporting
Person  has not been  convicted  in a  criminal  proceeding  (excluding  traffic
violations or similar misdemeanors).

     (e) Civil Proceedings  Involving  Violations of Federal or State Securities
Laws:  During the last five (5) years, the Reporting Person has not been a party
to a  civil  proceeding  of a  judicial  or  administrative  body  of  competent
jurisdiction that resulted in their 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:  The Reporting Person is a citizen of the United States of
America.
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

     On April 18, 1983,  Nicholas C. 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,  Nicholas C. Taylor and  Catherine  B.  Taylor  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 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,  Christie
Taylor,  under the Uniform Gift to Minors Act for a consideration of ONE HUNDRED
FIFTY THOUSAND DOLLARS  ($150,000.00)  paid from her personal funds. On December
27, 1997 Mr.  Taylor  gifted  1,000  shares each to their  three  children.  All
1,079,770  shares  (excluding  31,000  shares  held as  custodian  for the minor
daughter)  were held by Nicholas C. Taylor and  Catherine B. Taylor as community
property by the couple until their divorce on April 27, 1999. Nicholas C. Taylor
and  Catherine B. Taylor  disclaim  any  beneficial  ownership of 45,000  shares
purchased for $5.00 per share on May 23, 1997, from the Issuer, also pursuant to
the private  placement and 1,000 shares,  gifted on December 27, 1997,  owned by
each of their two adult children.

ITEM 4. PURPOSE OF TRANSACTION

     All of these  shares  of common  stock  were  acquired  by Mr.  Taylor  for
investment with the view to capital  appreciation.  The Reporting  Person has no
present  plans or  proposals  to acquire or  dispose  of any  securities  of the
Issuer.  The Reporting Person 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.  As a result his divorce  from
Catherine B. Taylor,  Nicholas C. Taylor and Catherine B. Taylor have signed and
entered into a Divorce  Decree and  Agreement  Incident to Divorce  incorporated
therein,  whereby as part of a larger community property  settlement  agreement,
after the Divorce  Order has been  rendered,  Nicholas C. Taylor will now own as
his own separate  property  809,828 shares of the original  1,079,770  shares of
Issuer  acquired  by Nicholas C.  Taylor and  Catherine  B. Taylor as  community
property, 21,000 shares of which were in the name of Catherine B. Taylor and the
balance in the name of Nicholas C.  Taylor.  Catherine B. Taylor will now own as
her separate property 269,942 shares of the original  1,079,770 shares of Issuer
acquired by Nicholas C. Taylor and  Catherine B. Taylor,  including  the 21, 000
shares  already in her name.  The 31,000  shares of Issuer  held by  Nicholas C.
Taylor for his minor daughter,  Christie Taylor,  will now be held by Texas Gulf
Bank, N.A., of Freeport, Texas, for trust purposes to benefit Christie Taylor.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER


     (a) - (c) Nicholas C. Taylor owns individually  EIGHT HUNDRED NINE THOUSAND
EIGHT  HUNDRED  TWENTY  EIGHT  (809,828)  shares of common  stock of the Issuer.
Catherine  B. Taylor owns  individually  TWO HUNDRED  SIXTY NINE  THOUSAND  NINE
HUNDRED FORTY TWO (269,942) shares of Issuer.  Christie Taylor owns beneficially
and in trust for her benefit THIRTY ONE THOUSAND shares of Issuer.  Catherine B.
Taylor's  ownership  interest in Issuer  represents  approximately  16.6% of the
common stock of the Issuer. Nicholas C. Taylor and Catherine B. Taylor each have
the sole power to vote or dispose of their respective  shares of common stock in
Issuer. Texas Gulf Bank, N.A., of Freeport, as trustee for Christie Taylor under
the Texas Trust Code, holds an additional THIRTY ONE THOUSAND (31,000) shares of
common stock, over which it has sole voting and dispositive power.

     (d) Right to Receive  Dividends or Sales Proceeds:  No persons or entities,
other than Nicholas C. Taylor,  Catherine B. Taylor,  and Texas Gulf Bank, N.A.,
of Freeport for the benefit of Christie  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:  On June 17, 1999,  pursuant to a
Divorce   Decree  and   Agreement   Incident  to  Divorce  dated  April  27,1999
incorporated therein, Nicholas C. Taylor ceased to be beneficial co-owner of TWO
HUNDRED SIXTY NINE  THOUSAND NINE HUNDRED FORTY TWO (269,942)  shares of Issuer,
and  Catherine  B. Taylor  ceased to be  beneficial  co-owner  of EIGHT  HUNDRED
THOUSAND  EIGHT  HUNDRED  TWENTY EIGHT  (809,828)  shares of common stock of the
Issuer.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER

     Not applicable.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

     Not applicable.

                                    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.


                                                           DATED:  June 17, 1999


                                                         /s/ CATHERINE B. TAYLOR
                                                         -----------------------
                                                             CATHERINE B. TAYLOR


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