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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB\A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
COMMISSION FILE NUMBER 0-18836
MIDLAND RESOURCES, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
TEXAS 75-2286814
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NUMBER)
616 F.M. 1960 WEST, SUITE 600
HOUSTON, TEXAS 77090
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
(281) 580-9989
ISSUER'S TELEPHONE NUMBER
Securities registered pursuant to Section 12(b) of the Exchange Act:
Common Stock, $.001 Par Value
Warrants to purchase common stock at $4.00 per share
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months, and (2) has been subject to such filing requirements for the past 90
days. Yes X
---
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. X
---
State issuer's revenues for fiscal 1997: $7,095,395
State the aggregate market value of the voting stock held by non-affiliates
computed using $2.875, the price at which the stock sold on March 16, 1998:
$8,041,223
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Common Stock, Par Value $.001 4,463,499 Shares as of March 16, 1998
DOCUMENTS INCORPORATED BY REFERENCE
None
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ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The information required in this item for the Company's executive officers
can be found under Item 1A of this Form 10-KSB.
<TABLE>
DIRECTOR POSITION HELD WITH THE
NAME (AND AGE) SINCE COMPANY
- ---------------------------------------------------------------------------
<S> <C> <C>
Deas H. Warley III (55) 1990 Director
Robert R. Donnelly (49) 1990 Director, President
Darrell M. Dillard (50) 1994 Director
Sam R. Brock (52) 1995 Director
Wayne M. Whitaker (50) 1996 Director, Chairman
</TABLE>
DEAS H. WARLEY III
Deas H. (Gene) Warley III has been employed in the oil and gas industry
since 1979. Mr. Warley was the Chairman and President of the Company form its
inception in July 1990 until March 27, 1998. Mr. Warley was the Chairman and
President of Summit Petroleum Corporation, a public oil and gas corporation
until acquired by the Company in December 1996. Mr. Warley received a Bachelor
of Science Degree in Engineering from Arizona State University in 1971 and
Master of Science Degree in Engineering from the Air Force Institute of
Technology in 1973. Mr. Warley is a registered Professional Engineer in the
state of Texas. He is a member of the Independent Petroleum Association of
America, the Permian Basin Petroleum Association, the North Texas Oil and Gas
Association, the Society of Petroleum Engineers and the National Petroleum
Counsel.
ROBERT R. DONNELLY
Robert R. Donnelly was elected a director of the Company in July 1990 and
President on March 27, 1998. Mr. Donnelly has been the Corporate Vice President
and Treasurer of Eastland Oil Company since 1988, responsible for gas contracts,
land department, accounting and administration; from 1985 until 1988 Vice
President in charge of land management; and from 1983 until 1985 he was land
manager and in charge of partnership relations. Mr. Donnelly has 18 years of
experience in various domestic and international land and land management
positions with major and independent oil and gas companies. He graduated from
the University of Texas in 1973 with a Bachelor of Arts Degree in Economics and
is a Certified Professional Landman. He has served as Director of the
Independent Petroleum Association of America, the Permian Basin Association of
Petroleum Landsmen, and the West Texas Producers Forum.
DARRELL M. DILLARD
Darrell M. Dillard was elected as a director in July 1994. He was Vice
President from April 1995 and Chief Financial Officer from December, 1995, in
each case until February 1997. He is an independent Certified Public Accountant
who has been engaged in public and industry accounting for the oil and gas
industry in Midland, Texas since 1980. Prior to 1980, Mr. Dillard worked for
the U.S. Department of Treasury. He served from 1981 to 1982 on the board of
directors and as treasurer for a large independent oil and gas exploration and
production company with operations in various states. He is a member of the
American Institute of Certified Public Accountants, the Texas Society of
Certified Public Accountants, the
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Petroleum Accountants Society, and the Independent Petroleum Association of
America. Mr. Dillard graduated from Midwestern State University with a
Bachelor's degree in Business Administration in Accounting in 1975.Mr.
Dillard has been a director of Summit Petroleum Corporation since 1995.
SAM R. BROCK
Sam R. Brock was elected as a director on April 10, 1995. He has been
active in the oil and gas industry since 1974. From February 1994 until the
present he has owned and operated NRG Consultants, Inc., a commercial crude oil
trading and transportation consulting company and since June 1997 he has been
an officer of Citation Crude Oil Marketing, Inc. a crude oil purchasing company.
From 1987 until 1994 he was Vice President-Gathering Division of Phibro Energy
USA, Inc., a subsidiary of Solomon Brothers, Inc. From 1980 until 1986 he was
President and majority shareholder of NRG Gathering Company a private oil and
gas gathering company that was sold in 1986 to Tesoro Petroleum Corporation.
Mr. Brock graduated from Texas Tech University with a Bachelor's degree in
marketing in 1969.
WAYNE M. WHITAKER
Mr. Whitaker was elected as a director in January 1996, Chairman of the
Company on March 27, 1998 and has been a partner in the firm Michener, Larimore,
Swindle, Whitaker, Flowers, Sawyer, Reynolds & Chalk, L.L.P. (and its
predecessor firms) since 1978. He received his business and law degrees from
Baylor University in 1971, and his Master of Laws from Southern Methodist
University in 1972. From 1972 until 1978 he worked for the Securities and
Exchange Commission in Fort Worth, Texas. Mr. Whitaker has been a director of
Summit Petroleum Corporation since 1995.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
To the Company's knowledge, based solely on the Company's review of the
copies of Forms 3, 4 and 5 filed with the Company pursuant to Section 16(a) of
the Securities Exchange Act of 1934, the Company believes there were no late
reports for 1997.
ITEM 10. EXECUTIVE COMPENSATION
None of the officers of the Company receive direct compensation from the
Company for their service in those capacities. Officers of the Company are also
officers of Midland Resources Operating Company, Inc. ("MRO", a subsidiary of
the Company) and receive compensation from that company. As reflected in the
table below, Mr. Warley was the chief executive officer of the Company and no
other officer of the Company received salary and bonus of $100,000 or more
during 1997.
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<TABLE>
SUMMARY COMPENSATION TABLE
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Annual Compensation
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Other Annual All Other
Name and Principal Salary Compensation Compensation
Position Year ($) ($)(1) ($)(2)
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<S> <C> <C> <C> <C>
1997 214,419 0 10,300 (3)
Deas H. Warley III ---------------------------------------------------------
President, 1996 224,840 5,693 17,774
Chairman(4) ---------------------------------------------------------
1995 217,350 8,797 19,071
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</TABLE>
(1) Amounts deferred at the election of the named executive officer pursuant to
a plan established under Section 401(k) of the Internal Revenue Code.
(2) For 1997 includes, discretionary amounts contributed by Company under the
plan established under Section 401(k) of the Internal Revenue Code of $0
for Mr. Warley.
(3) Includes Director fees of $300 and health care reimbursement of $10,000 for
1997.
(4) Mr. Warley's position as president and chairman terminated March 27, 1998.
Mr. Warley's employment contract and his ceasing to be
president and chairman is described under "Certain Transactions."
The Company, through MRO has a plan (including an employee
stock ownership plan provision) adopted under Section 401(k) of
the Internal Revenue Code that is open to all employees.
FISCAL YEAR-END OPTION VALUES. The following table provides
the specified information for the Company's chief executive
officer during 1997. Mr. Warley's option exercise price is $2.375
per share and the closing sales price of the Common Stock on
December 31, 1997 was $2.125.
<TABLE>
- --------------------------------------------------------------------------------
Number of Value of
Securities Unexercised
Shares Underlying In-the-Money
Acquired on Value Unexercised Option Options at
Name Exercise Realized at FY-End (#) FY-End ($)
Exercisable/ Exercisable/
Unexercisable Unexercisable
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<S> <C>
Deas H. Warley III 0 0 15,000/0 $0/0
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</TABLE>
DIRECTOR COMPENSATION. During the first quarter of 1997, directors who
were not officers or employees of the Company each received a fee of $3,000,
and directors who were employees or officers of the Company received $100 per
meeting, and each director was reimbursed for expenses incurred in attending
meetings. The Company also had the 1995 Directors' Stock Option Plan until
February 1997, under which directors who were not employees of the Company
received options to acquire an aggregate of 20,000 shares at $2.75 per share
and 30,000 at $3.75 per share. Effective February 25, 1997 the Board adopted
the 1997 Board of Directors Stock Incentive Plan, terminated the 1995
Directors' Stock Option Plan and terminated the $3,000 quarterly director's
fee effective beginning with the second quarter of 1997. Each non-employee
director received $3,000 as a directors fee in 1997 and Mr. Warley received
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a total of $300 for directors fees in 1997. The Company's shareholders
ratified the 1997 Board of Directors Stock Incentive Plan at the 1997 Annual
Meeting of Stockholders held May 29, 1997.
Options to the below listed individuals have been granted on the terms
indicated. Options to purchase certain shares of the Company's Common Stock
("Shares") upon the attainment of specified criteria are denominated "Bonus
Options". On February 25, 1997 the date of the grant of the options, the
last reported trade of the Company's common stock as reported in THE WALL
STREET JOURNAL for NASDAQ Small-Cap Issues was $3.75 and at December 31, 1997
such last reported trade was $2.125.
<TABLE>
NUMBER OF NUMBER OF BONUS
NAME OPTION SHARES OPTION SHARES EXERCISE PRICE EXPIRATION
- ---- ------------- --------------- -------------- ----------
<S> <C> <C> <C> <C>
Darrell M. Dillard(1) 200,000 50,000 $3.00 03/31/02
Robin R. Donnelly(1) 200,000 50,000 $3.00 03/31/02
Wayne M. Whitaker(1) 200,000 50,000 $3.00 03/31/02
Sam R. Brock(1) 200,000 50,000 $3.00 03/31/02
John Q. Adams(2) 150,000 25,000 $3.00 03/31/02
Marilyn D. Wade(3) 50,000 10,000 $3.00 03/31/02
</TABLE>
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(1) Director
(2) Advisory member of Board of Directors
(3) Corporate Secretary, employee
VESTING SCHEDULE:
25% of the Option Shares vest and become exercisable upon the Shares
trading three out of five consecutive trading days at or above $6.50;
50% of the Option Shares vest and become exercisable upon the Shares
trading three out of five consecutive trading days at or above $7.50;
25% of the Option Shares vest and become exercisable upon the Shares
trading three out of five consecutive trading days at or above $8.50;
and
100% of the Bonus Option Shares vest and become exercisable upon the
Shares trading three out of five consecutive trading days at or
above $10.00.
During 1997 Shares traded three out of five consecutive trading days at
or above $6.50 and 25% of the Option Shares vested and became exercisable
subject to the further restrictions as follows:
(a) No Option Shares may be exercised prior to March 1, 1998;
(b) Up to 1/3 of Option Shares that have vested may be exercised at any time on
and after March 1, 1998;
(c) Up to an additional 1/3 of Option Shares that have vested may be exercised
at any time on and after March 1, 1999;
(d) Up to an additional 1/3 of Option Shares that have vested may be exercised
at any time on and after March 1, 2000; and
(e) Bonus Option Shares that have vested may be exercised at any time.
Notwithstanding the above vesting schedule, all Options, including Bonus
Options, vest and become exercisable upon a Change in Control. The term
"Change in Control" shall mean (i) if (A) Deas H. Warley III shall have
beneficial ownership of fewer than 40% of the number of shares of Common
Stock (on a fully diluted basis) beneficially owned by him on January 1,
1997, after taking into account any subdivision or combination of Common
Stock, at any time prior to the first anniversary of the grant of the
Options, or (B) at any time prior to the second anniversary of the grant of
the Options Deas H. Warley III shall have beneficial ownership of fewer than
30% of the number of shares of Common Stock beneficially owned by him on
January 1, 1997, after taking into account any subdivision or combination of
Common Stock, (it being understood that Deas H. Warley III shall be deemed to
have beneficial ownership of any shares held by any member of his immediate
family or the trustee of any trust created
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for the benefit of any such family member), or (ii) the acquisition in one or
more transactions of Common Stock by any Person or group (within the meaning
of Section 13(d)(3) of the Exchange Act) together with any affiliate of such
Person or member of such group of beneficial ownership, direct or indirect,
of securities of the Company representing 25% or more of the combined voting
power of the Company's then outstanding voting securities or that amount of
securities of the Company entitling such Person or group to elect a majority
of the members of the board of directors of the Company, or (iii) the sale,
transfer or other disposition in one or more transactions of all or
substantially all of the assets of the Company or (iv) the merger or
consolidation of the Company with or into another Person, other than a
wholly-owned subsidiary of the Company or (v) the Company proceeds to acquire
its Common Stock (or undertakes a corporate reorganization or
recapitalization or other action) if the effect of such acquisition (or other
action) would be either (1) to reduce substantially or to eliminate any
public market for the shares of the Company's Common Stock or (2) to remove
the Company from registration under the Securities Exchange Act of 1934
("Exchange Act") or (3) to require the Company to make a filing under Section
13(e) of the Exchange Act or (4) to cause a delisting of the Company's Common
Stock from the National Association of Securities Dealers, Inc. Automated
Quotation System (unless such stock is delisted as a result of being listed
on a national securities exchange) or to cause a delisting of the Company's
Common Stock from a national securities exchange, or (vi) either the Company
and/or one or more of the significant subsidiaries of the Company is
materially or completely liquidated or is the subject of any voluntary or
involuntary dissolution or winding up.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of April 27, 1998, certain information
regarding beneficial ownership of Common Stock by (a) each person known by the
Company to own beneficially more than 5% of its outstanding Common Stock, (b)
each director of the Company, and all directors and officers as a group.
<TABLE>
AMOUNT & NATURE PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OUTSTANDING
OF BENEFICIAL OWNER OWNERSHIP SHARES
------------------- --------- ------
<S> <C> <C>
Deas H. Warley III(1)(2)(3). . . . . . . . . . . . . . 829,017 18.04%
8920 Woodlane, Magnolia, Texas 77354
Robbie Jean Warley(1)(3) . . . . . . . . . . . . . . . 784,383 17.07%
94 Mountain Road, Glastonbury, Conn. 06033
Robert R. Donnelly(1)(2)(4). . . . . . . . . . . . . . 42,965 .95%
415 West Wall, Suite 1415, Midland, Texas 79701
Sam R. Brock(1)(2)(4). . . . . . . . . . . . . . . . . 41,665 .92%
2277 S. Kirkwood, Suite 401, Houston, Texas 77077
Darrell M. Dillard(1)(2)(4). . . . . . . . . . . . . . 96,305 2.12%
415 West Wall, Suite 1510, Midland, Texas 79701
Wayne M. Whitaker(2) . . . . . . . . . . . . . . . . . 39,965 .89%
301 Commerce Street, Suite 3500, Fort Worth, Texas 76102
John Q. Adams(1)(5). . . . . . . . . . . . . . . . . . 249,900 5.58%
2350 Airport Frwy, Suite 280, Bedford, Texas 76022
All officers and directors as a group. . . . . . . . . 1,097,083 22.72%
(7 persons)
</TABLE>
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(1) All shares, options and warrants included within these amounts are owned
directly and of record.
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(2) Director.
(3) Includes 116,561 shares upon the exercise of $4.00 Warrants and options to
acquire 15,000 shares, each of which are exercisable upon less than 60 days
notice.
(4) Includes stock options as follows: Donnelly, 41,665; Brock, 31,665;
Dillard, 76,665; and Whitaker, 26,665; each of which are exercisable upon
less than 60 days notice. In addition Mr. Brock has a warrant to acquire
10,000 shares that is immediately exercisable.
(5) The Board created and Mr. Adams was elected to the position of an advisory
director of the Company in March, 1996. The position of an advisory
director is not compensated, does not confer any rights to vote on any
matter being considered by the board and can be terminated at any time.
The Company is not aware of any contractual arrangement the operation of which
may at any subsequent date result in a change in control of the Company. The
1997 Board of Directors Stock Incentive Plan has a provision for acceleration of
vesting and exercisability upon a change in control, which could result in the
acceleration of vesting and immediate exercisability of 1,151,667 shares that
are not already vested and immediately exercisable. On July 25, 1994, the
shareholders approved an Amendment to Article Four of the Company's Articles of
Incorporation, which authorizes the Company to issue up to 20,000,000 shares of
$.01 par value preferred stock. Pursuant to the amendment, the Board of
Directors are empowered, without the necessity of further action or
authorization by the stockholders (unless required in a specific case by
applicable laws, regulations or stock exchange rules), to cause the Company to
issue preferred stock from time to time in one or more series, and to fix by
resolution the relative rights and preferences of each series. Each series of
preferred stock will rank senior to the Company's common stock with respect to
dividends and liquidation rights.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Transactions between the Company and related parties are as follows:
(1) During 1996 the Company conducted a cash tender offer for all of the
common stock and options of Summit Petroleum Corporation ("Summit"), a public
oil and gas corporation of which Mr. Warley was President, Treasurer and
Chairman and owned approximately 37.5 percent of its common stock, and Darrell
M. Dillard and Wayne M. Whitaker were directors, shareholders and option
holders. The Company completed the acquisition of Summit through a merger with
a wholly owned subsidiary in December 1996. The Company received a fairness
opinion regarding the tender offer price of $.70 per share (net of any option
exercise prices). As a result of this offer Messrs. Warley, Dillard and
Whitaker received total proceeds of $660,000, $31,875 and $49,375,
respectively.
(2) $479,647 of the proceeds due Mr. Warley from the Summit tender offer
discussed above, were used to repay the balance outstanding under a promissory
note of Mr. Warley due the Company that was entered into in December, 1995,
whereby Mr. Warley borrowed $582,805 under an eighteen month term note bearing
7.5% interest, secured by 287,947 shares of the Company's common stock. The
original proceeds of this loan were used by Mr. Warley to exercise 233,122
warrants to buy common stock at $2.50 per share that were received in 1990 upon
the formation of the Company.
(3) The Company purchased a building and land in Midland County, Texas for
$78,996 from Mr. Warley and another individual for use as a district office,
effective November 1, 1995. Mr. Warley and the other individual each financed
50% of the purchase price less the down payment of $10,496. The two $34,250 ten
year notes bore interest at 7.5% and were payable in equal monthly installments
of $407, each. The cost to the Company was based on an independent written
appraisal and certain improvements completed before the property was purchased.
The balance of the note payable to Mr. Warley was netted against his $582,805
note payable discussed above, together with a cash payment of
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$95,000, leaving a balance of $453,641 on Mr Warley's note due the Company.
(4) Until the Company acquired Summit, MRO had a management agreement with
Summit. Total management fees charged Summit for 1996 were $45,000.
(5) Mr. Warley had a five year employment contract with the Company
that was terminated by the Board of Directors on March 27, 1998. As of that
date the employment contract provided for an annual salary of $247,963 with
a minimum five percent semi-annual adjustment. Mr. Warley waived such
adjustments for 1997. In addition the contract provided for medical
reimbursement of up to $10,000 for non-insurance covered medical expenses,
disability payments of one-half the annual salary for ten years and a
covenant not to compete with the Company for six months. The term of the
agreement extended for an additional five years each January 1, unless notice
was given by either Mr. Warley or the Company. The Company is currently in
negotiations with Vista Resources, Inc., a privately held Texas corporation
located in Midland, Texas for both companies to merge into a new company to
be publicly held. Pending definitive agreements being negotiated in that
transaction, which are expected to address any claims Mr. Warley and the
Company may have regarding the termination of his employment agreement, the
Company and Mr. Warley have agreed to the Company paying Mr. Warley one-half
of his former monthly salary and providing him the use of a Company vehicle.
(6) Mr. Whitaker, a director since 1996, is a partner in the law firm of
Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer, Reynolds & Chalk, L.L.P.
During 1997 and 1996 the Company paid $126,278 and $85,749 respectively, to that
firm for legal services and costs.
(7) Mr. Dillard, a director since 1994, served as Chief Financial Officer
during the period October 31, 1995 until February 1997. The Company paid Mr.
Dillard $46,001 and $4,000 respectively, during 1997 and 1996 for accounting and
consulting services, and officer compensation of $66,543 in 1996.
(8) Mr. Donnelly, a director since 1990, was until November 1997 a partner
in EOC Services Co., which provided oilfield services to the Company and that
firm was paid $26,449 in 1997.
(9) Mr. Brock, a director since 1995, is an officer of Citation Crude Oil
Marketing, Inc. a company which provided crude oil marketing services to the
Company in 1997 and that firm was paid $14,000.
(10) On January 14, 1997 the Company formed Chalk Mountain Exploration,
Ltd. ("Partnership"), a Texas limited partnership, and became its general
partner, and sold to that limited partnership certain 3-D seismic data and
related leases. With respect to the specific 3-D seismic project, the Company
sold that data and 100% of its interest in the related leases for $383,975 which
represented its total cost in such project. In addition to providing the
funding for the purchase of the 3-D seismic data and lease costs, the limited
partners provided $366,025 to drill the first exploratory well to completion,
with the Company providing $407,597 for 100% of the completion costs. After the
initial exploratory well, the Company and the limited partners shared costs
equally. In exchange for providing the initial $750,000 of funding to the
Partnership, the limited partners received 50% of its profits and the Company as
general partner received 50%. Two additional exploratory wells and one
development well were drilled in 1997 with the Company bearing 50% of the cost
of the drilling of these wells ($958,164) and the limited partners bearing 50%
of such costs, with the limited partners electing not to participate in the
completion of one such exploratory well. Further the Company contributed
$406,250 as its 50% of additional acreage costs in 1997. Messrs. Dillard,
Whitaker and Adams were limited partners. The Company acts as operator on the
leases and supervises the drilling of any wells, for which it receives fees from
the limited partnership which are customary within the industry. Effective July
1, 1997 the Company and Mr. Dillard exchanged substantially all their
partnership interests for the direct assignment of an equivalent working
interest in the related leases and Mr. Whitaker exchanged all of his Partnership
interest in exchange for an equivalent
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working interest. Thereafter effective October 1, 1997 Messrs. Whitaker and
Dillard sold their working interests in the related wells and leases to the
Company for $57,848 and $87,031 and 5,000 unregistered shares and 10,040
unregistered shares respectively. Mr. Dillard's sale also included his
remaining limited partner interest in the Partnership. Effective December
31, 1997 the Company withdrew as the General Partner and conveyed all of its
Partnership interest back to the Partnership in settlement of a dispute
involving reimbursement of the cost of a well drilled through a zone not
owned by the Partnership.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Act of 1934,
the Registrant has duly caused this Amendment No. 1 to this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
MIDLAND RESOURCES, INC.
Date: April 30, 1998 By: /s/ Robert R. Donnelly
----------------------------------
Robert R. Donnelly, President
9
