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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 27, 1996
MIDLAND RESOURCES, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas 0-18836 75-2286814
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification Number)
16701 Greenspoint Park Drive, Suite 200, Houston, Texas 77060
(Address of Principal Executive Offices)
(713) 873-4828
(Registrant's Telephone Number and Area Code)
Exhibit Index on page 3.
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MIDLAND RESOURCES, INC.
ITEM 5. OTHER EVENTS
On June 27, 1996 Midland Resources, Inc. (the "Registrant") announced
that it had determined to waive its right to call the warrants under the
warrant agreement governing its publicly traded issue of $4.00 warrants. Under
the terms of the warrant agreement the holders of the 2,264,522 outstanding
warrants have the right to acquire one share of common stock of the Registrant
upon the exercise of each warrant at an exercise price of $4.00. Prior to the
waiver of its right, the Registrant had the right under the warrant agreement
to call the warrants for redemption at a per warrant price of $0.08 upon the
Registrant's common stock trading at $6.00 per share or above for ninety (90)
consecutive days (as determined in the warrant agreement). The warrants will
expire in 2002.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release of Registrant dated June 27, 1996.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
MIDLAND RESOURCES, INC.
(Registrant)
By: /s/DEAS H. WARLEY III
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Deas H. Warley III
President and Chairman of the Board
DATED: July 23, 1996
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INDEX TO EXHIBITS
Exhibit
99.1 Press Release of Registrant dated June 27, 1996.
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EXHIBIT 99.1
[LETTERHEAD]
FOR IMMEDIATE RELEASE June 27, 1996
MIDLAND RESOURCES WAIVES MRIXZ CALL
HOUSTON, TEXAS -- Midland Resources, Inc. (NASDAQ:MRIX) announced
today that it has decided to waive its right to call the MRIXZ $4.00 warrant
as allowed in the warrant agreement. Under the terms of the agreement, holders
of the 2,264,522 warrants have the right to acquire one share of stock at
$4.00 per share; however, the Company has the right to force redemption at
$0.08 per warrant if the common stock trades above $6.00 per share for a
specified period. The Company has agreed to forego this right. The warrants
will continue to trade on the NASDAQ SmallCap Market under the symbol MRIXZ
until expiration in 2002.
Deas H. Warley, Chairman of the Board of Midland Resources,
commented, "After we called the $2.50 warrant for redemption, we learned that
many of the $2.50 warrant holders were confused by redemption rights and would
have preferred to hold their warrants until expiration. Although the
redemption was in the best interests of the shareholders, the warrant holders,
and the Company, the confusion created ill will amongst some of the investors.
Since we have adequate cash flow and funding sources to meet anticipated
future capital needs of the Company, we elected to waive our right to call the
$4.00 warrant. For the warrant holders, especially those who received their
warrants with the issuance of stock at the formation of the Company, waiver of
the call provision will provide them with a longer term opportunity to
participate in the future growth of Midland Resources."
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.
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FOR ADDITIONAL INFORMATION
MIDLAND RESOURCES - MARK KAHIL - DIRECTOR OF INVESTOR RELATIONS -(713) 873-4828
16701 GREENSPOINT PARK DIVE - SUITE 200 - HOUSTON, TEXAS 77060
