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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MIDDLE BAY OIL COMPANY, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
595673-20-3
(CUSIP Number)
C. J. Lett, III with a copy to: Douglas A. Branch, Esq.
President Phillips McFall McCaffrey
Bison Energy Corporation McVay & Murrah, P.C.
9320 East Central 211 N. Robinson,
Wichita, Kansas 67206 12th Floor, One Leadership Square
(316)636-1801 Oklahoma City, OK 73102
(405)235-4100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 15, 1997
(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 [X]. (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 filled 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).
Page 1 of 4 Pages
Exhibit Index Appears on Page N/A
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SCHEDULE 13D
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CUSIP NO. 595673-20-3 Page 2 of 4 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bison Energy Corporation, IRS No. 48-0934178
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
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NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 562,000 as of January 15, 1997
OWNED BY --------------------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH 0
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9. SOLE DISPOSITIVE POWER
562,000 as of January 15, 1997
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
562,000 as of January 15, 1997
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.23% as of January 15, 1997
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14. TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer
The class of securities to which this statement relates is the
Common Stock, $.01 par value per share (the "Stock"), of Middle Bay Oil
Company, Inc. (the "Company"). The principal executive office of the Company
is at 115 S. Dearborne Street, Mobile, AL 36602.
Item 2. Identity and Background
(a) - (c), (f) This statement is filed on behalf of Bison Energy
Corporation ("Bison"), a corporation organized under
the laws of the State of Kansas, whose principal
business is the exploration, development and
production of oil and gas, and whose principal
office address is 9320 East Central, Wichita,
Kansas 67206.
(d), (e) During the last five years, neither Bison nor, to the
best knowledge of Bison, any of its executive officers
or directors has (i) been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors); or (ii) been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or
prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Bison acquired the Common Stock in connection with the merger of NPC
Energy Corporation ("NPC") with and into the Company. Prior to the merger
Bison beneficially owned 449,600 shares (56.2%) of NPC's issued and
outstanding common stock (the "NPC Common Stock"). As a result of the
merger, Bison received 1.25 shares of the Company's stock in exchange for
each share of NPC Common Stock which it owned.
Item 4. Purpose of Transaction
Bison acquired the Common Stock in connection with and as a result
of the merger of NPC with and into the Company. While Bison may purchase
additional Common Stock from time to time, it has no plans or proposals which
relate to or would affect the Company's corporate structure, policies or
business operations, as enumerated in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, Bison beneficially owns 562,000 or
30.23%, of the Company's outstanding Common Stock.
(b) As of the date hereon, Bison had sole power to vote, or to
direct the vote of, and to dispose of, or direct the disposition
of, the shares of Common Stock that it owns.
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(c) During the past 60 days, Bison has not purchased any shares of
Common Stock.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
the securities specified in paragraph (a).
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Bison has no contracts, arrangements, understandings or relationships
with any person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits
(a) Agreement and Plan of Merger, dated as of December 17, 1996, by
and among the Company, Bison and NPC (filed as Exhibit 2.1 to
the Company's Current Report on Form 8-K dated December 30, 1996,
as filed with the Commission on January 8, 1997, and
incorporated herein by reference).
Signature
The undersigned, after reasonable inquiry and to the best of his
knowledge and belief, certifies that the information set forth in this
statement is true, complete and correct.
February 3, 1997 BISON ENERGY CORPORATION
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Date By: /s/ C.J. Lett, III
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Signature
C.J. Lett, III, President
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Name/Title
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