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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
MIDLAND RESOURCES, INC.
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(Name of Issuer)
Common Stock, $.001 Par Value
Series B Warrants to Purchase Common Stock
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(Title of Class of Securities)
597711 10 0
597711 12 6
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(CUSIP Number)
Robbie Jean Warley, 85 Wickham Road, Glastonbury, Connecticut 06033
(860) 657-2498
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 5, 1998
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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 [ ].
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).
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CUSIP No. 597711 10 0 and 597711 12 0
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Robbie Jean Warley
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
00
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF 7. SOLE VOTING POWER: 829,117
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 829,117
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
829,117
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%
14. TYPE OF REPORTING PERSON (See Instructions)
IN
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Item 1. Security and Issuer
The class of equity securities to which this Schedule 13D relates is
the common stock, par value $.001 per share ("Common Stock"), and Warrants to
Purchase Common Stock, Series B, of Midland Resources, Inc., a Texas
corporation, whose address is 616 FM 1690 West, Suite 600, Houston, Texas 77090.
Item 2. Identity and Background
This Schedule 13D is being filed by Robbie Jean Warley ("Warley"), an
individual, whose address is 85 Wickham Road, Glastonbury, Connecticut 06033,
and whose present principal occupation is homemaker.
Warley has not, during the last 5 years, been convicted in any criminal
proceeding, excluding traffic violations or similar misdemeanors.
Warley has not, during the last 5 years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which she 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
On February 5, 1998, the Presiding Judge of the 221ST District Court of
Montgomery County, Texas, in Cause No. 96-01-00092-CV, approved an Agreed
Final Decree of Divorce (the "Decree") between Robbie Jean Warley and Deas H.
Warley III. The Decree became final on March 7, 1998.
Pursuant to the Decree, Warley is entitled to receive from Deas H.
Warley III the following securities of Midland Resources, Inc.
(a) 697,456 shares of Common Stock;
(b) Series B Warrants to purchase 116, 561 shares of Common Stock
at an exercise price of $4.00 per share, expiring on November
1, 2002; and
(c) a non-qualified stock option to purchase 15,000 shares of
Common Stock at an exercise price of $2.375 per share,
expiring on December 31, 1999.
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Item 4. Purpose of Transaction
The securities described in Item 3 above have been or will be acquired
in fulfillment of the Decree.
Warley has no current plans or proposals which would relate to or
result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving Midland Resources,
Inc. or any of its subsidiaries;
(b) A sale or transfer of a material amount of assets of Midland
Resources, Inc. or any of its subsidiaries;
(c) Any change in the present board of directors or management of
Midland Resources, Inc., including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(d) Any material change in the present capitalization or dividend
policy of Midland Resources, Inc.;
(e) Any other material change in the business or corporate
structure of Midland Resources, Inc.;
(f) Changes in the charter, bylaws or instruments of Midland
Resources, Inc. corresponding thereto or other actions which
may impede the acquisition of control of Midland Resources,
Inc. by any person;
(g) Causing a class of securities of Midland Resources, Inc. to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(h) A class of equity securities of Midland Resources, Inc.
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or
(i) Any action similar to any of those enumerated above.
Although the number of shares of Common Stock beneficially owned by
Warley does not constitute a majority of the outstanding shares of Common Stock,
the number of shares of Common Stock beneficially owned by Warley may be deemed
sufficient to influence control over Midland Resources, Inc.
It is possible that at a future date Warley might acquire or dispose of
shares of Common Stock, through open market or privately negotiated transactions
or through the exercise or expiration of the Warrants and non-qualified stock
option. Any such future decision will be made by Warley
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in light of the then current financial condition and prospects of Midland
Resources, Inc, the market price of the Common Stock, the financial position of
Warley and other relevant factors.
Item 5. Interest in Securities of the Issuer
(a) Warley is the beneficial owner of 697,556 shares of Common Stock,
being approximately 18.1% of the issued and outstanding Common Stock of Midland
Resources, Inc.
(b) Warley has sole voting and investment power.
(c) No transactions in the Common Stock were effected during the past
60 days by Warley.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Except for the transfer of the securities from Deas H. Warley III to
Robbie Jean Warley pursuant to the terms of the Decree, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 above or between such persons and any persons with
respect to any securities of Midland Resources, Inc.
Item 7. Material to be filed as Exhibits
None.
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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.
/s/ Robbie Jean Warley
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Robbie Jean Warley
March 10, 1998
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