SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Box Energy Corporation
(Name of Issuer)
Class A (Voting) Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
103168100
(Cusip Number)
Don D. Box
8201 Preston Road, Suite 600
Dallas, Texas 75225
(214) 890-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 17, 1996
(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 [ ].
*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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1. Name of Reporting Person:
Box Brothers Holding Company
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 1,840,525
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,840,525
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,840,525
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 56.6%
14. Type of Reporting Person: CO
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1. Name of Reporting Person:
Don D. Box 1996 Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 1,840,525 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,840,525 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,840,525 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 56.6%
14. Type of Reporting Person: OO - Trust
- ----------
(1) Solely in its capacity as one of three holders of voting stock of Box
Brothers Holding Company.
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1. Name of Reporting Person:
Gary D. Box 1996 Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 1,840,525 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,840,525 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,840,525 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 56.6%
14. Type of Reporting Person: OO - Trust
- ----------
(1) Solely in its capacity as one of three holders of voting stock of Box
Brothers Holding Company.
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1. Name of Reporting Person:
Douglas D. Box 1996 Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 1,840,525 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,840,525 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,840,525 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 56.6%
14. Type of Reporting Person: OO - Trust
- ----------
(1) Solely in its capacity as one of three holders of voting stock of Box
Brothers Holding Company.
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1. Name of Reporting Person:
Don D. Box
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: U.S.A.
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 1,840,525 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,840,525 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,850,525 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 56.6%
14. Type of Reporting Person: IN
- ----------
(1) In his capacity as one of three trustees of each of the Don D. Box 1996
Trust, the Gary D. Box 1996 Trust and the Douglas D. Box 1996 Trust.
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1. Name of Reporting Person:
Gary D. Box
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: U.S.A.
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 1,840,525 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,840,525 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,840,525 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 56.6%
14. Type of Reporting Person: IN
- ----------
(1) In his capacity as one of three trustees of each of the Don D. Box 1996
Trust, the Gary D. Box 1996 Trust, and the Douglas D. Box 1996 Trust.
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1. Name of Reporting Person:
Douglas D. Box
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: U.S.A.
7. Sole Voting Power: 3,325
Number of
Shares
Beneficially 8. Shared Voting Power: 1,840,525 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,325
Person
With
10. Shared Dispositive Power: 1,840,525 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,843,850 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 56.7%
14. Type of Reporting Person: IN
- ----------
(1) In his capacity as one of three trustees of each of the Don D. Box 1996
Trust, the Gary D. Box 1996 Trust and the Douglas D. Box 1996 Trust with
respect to 1,840,525 shares of the Stock.
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend and restate in its entirety their Schedule 13D
Statement dated February 25, 1994, as amended by Amendment No. 1 dated
February 29, 1996 (the "Schedule 13D"), relating to the Class A (Voting)
Common Stock, par value $1.00 per share, of Box Energy Corporation. Unless
otherwise indicated, all defined terms used herein shall have the same
meanings respectively ascribed to them in the Schedule 13D. Pursuant to Item
101(a)(2)(ii) of Regulation S-T, this filing includes an amended and restated
composite of all paper filings to date made by the Reporting Persons (as
hereinafter defined) on Schedule 13D with respect to Box Energy Corporation.
Item 1. SECURITY AND ISSUER.
This statement relates to shares of Class A (Voting) Common Stock, $1.00
par value per share (the "Stock"), of Box Energy Corporation (the "Issuer").
The principal executive offices of the Issuer are located at 8201 Preston
Road, Suite 600, Dallas, Texas 75225.
Item 2. IDENTITY AND BACKGROUND.
Pursuant to Rule 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules
and Regulations under the Act, the undersigned hereby file this Schedule 13D
Statement on behalf of Box Brothers Holding Company, a Delaware corporation
("BBHC"), the Don D. Box 1996 Trust ("DDBT"), the Gary D. Box 1996 Trust
("GDBT"), the Douglas D. Box 1996 Trust ("DBT"), Don D. Box ("DDB"), Gary D.
Box ("GDB") and Douglas D. Box ("DB"). BBHC, DDBT, GDBT, DBT, DDB, GDB and DB
are sometimes hereinafter collectively referred to as the "Reporting Persons."
On February 15, 1996, the Delaware Chancery Court ruled that BBHC had no
outstanding shares of voting stock. (Thomas D. Box v. Douglas D. Box and Box
Brothers Holdings Company, No. 14238 (Del. Ch. February 15, 1996)). On
February 23, 1996, BBHC issued eleven shares of voting stock to each of DDBT,
GDBT and DBT (collectively, the "Trusts"). As the only holders of voting
stock of BBHC, the Trusts and their trustees may, pursuant to Rule 13d-3 under
the Act, be deemed to be the beneficial owners of the shares of the Stock
owned by BBHC.
(b)-(c)
BBHC
BBHC is a Delaware corporation, the principal business of which is acting
as a holding company with holdings primarily in entities engaged in oil and
gas production and related activities. The principal business address of BBHC,
which also serves as its principal office, is 1105 North Market Street, Suite
1300, Wilmington, Delaware 19801. Pursuant to Instruction C to Schedule 13D
of the Act, the name, residence or business address, and present principal
occupation or employment of each director, executive officer and controlling
person of BBHC are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
DDB 8201 Preston Rd., Suite 600 Vice President, Treasurer,
Dallas, Texas 75225 Secretary and Director of
BBHC; President of CKB
Petroleum, Inc.
GDB 8201 Preston Rd., Suite 600 Vice President and Director
Dallas, Texas 75225 of BBHC; Vice President of
CKB Petroleum, Inc.
DB 8201 Preston Rd., Suite 600 President and Director of
Dallas, Texas 75225 BBHC; Vice President of
CKB Petroleum, Inc.
CKB Petroleum, Inc. is a subsidiary of BBHC.
DDBT
DDBT is an irrevocable trust established under the laws of the State of
Texas. The principal business address of DDBT, which also serves as its
principal office, is 8201 Preston Road, Dallas, Texas 75225. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to DDB, GDB
and DB, the Trustees of DDBT, is set forth above.
GDBT
GDBT is an irrevocable trust established under the laws of the State of
Texas. The principal business address of GDBT, which also serves as its
principal office, is 8201 Preston Road, Dallas, Texas 75225. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to DDB, GDB
and DB, the Trustees of GDBT, is set forth above.
DBT
DBT is an irrevocable trust established under the laws of the State of
Texas. The principal business address of DBT, which also serves as its
principal office, is 8201 Preston Road, Dallas, Texas 75225. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to DDB, GDB
and DB, the Trustees of DBT, is set forth above.
DDB
See answers above.
GDB
See answers above.
DB
See answers above.
(d)
None of the entities or persons identified in this Item 2 has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e)
None of the entities or persons identified in this Item 2 has, during the
last five years, 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.
(f)
All of the natural persons identified in this Item 2 are citizens of the
United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
BBHC acquired 1,840,525 shares of the Stock and 52,748 shares of Class B
(Non-Voting) Common Stock of the Issuer from the Estate of Cloyce Box through
the foreclosure of a security interest under a security agreement executed by
Cloyce K. Box effective December 31, 1992, in favor of BBHC. In connection
with the acquisition a Settlement Agreement was entered into which provides
for, among other things, assumption by BBHC of certain other obligations
described therein. A copy of the Settlement Agreement was previously filed
with the Commission with the original filing on Schedule 13D. The acquired
shares were pledged by Cloyce K. Box as part of the collateral for certain
loans and advances of approximately $16,486,000 made by BBHC to, or for the
sole benefit of, Cloyce C. Box.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons are currently exploring various ways to maximize
value to stockholders of the Issuer, including, without limitation, the sale
of the Issuer and changes to management of the Issuer. BBHC delivered a
letter dated June 17, 1996 to the Board of Directors of the Issuer requesting
that the Board promptly (i) call the Issuer's 1996 Annual Meeting of
Stockholders and (ii) fix the number of Directors of the Issuer at seven.
BBHC also advised the Board that at the 1996 Annual Meeting, BBHC intends to
nominate and elect the following seven persons as Directors of the Issuer:
DDB
Alan C. Shapiro
Richard D. Squires
Daryl L. Buchanan
Glen Adams
Thomas W. Rollins
Bernay C. Box
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
BBHC
The aggregate number of shares of the Stock that BBHC owns beneficially,
pursuant to Rule 13d-3 of the Act, is 1,840,525, which constitutes
approximately 56.6% of the outstanding shares of the Stock.
DDBT
Because of its position as one of three holders of voting stock of BBHC,
DDBT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 1,840,525 shares of the Stock, which constitutes approximately 56.6%
of the outstanding shares of the Stock.
GDBT
Because of its position as one of three holders of voting stock of BBHC,
GDBT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 1,840,525 shares of the Stock, which constitutes approximately 56.6%
of the outstanding shares of the Stock.
DBT
Because of its position as one of three holders of voting stock of BBHC,
DBT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 1,840,525 shares of the Stock, which constitutes approximately 56.6%
of the outstanding shares of the Stock.
DDB
Because of his position as a Trustee of each of DDBT, GDBT and DBT, DDB
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 1,840,525 shares of the Stock, which constitutes approximately 56.6% of the
outstanding shares of the Stock.
GDB
Because of his position as a Trustee of each of DDBT, GDBT and DBT, GDB
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 1,840,525 shares of the Stock, which constitutes approximately 56.6% of the
outstanding shares of the Stock.
DB
Because of his individual ownership of 3,325 shares of the Stock, and
because of his position as a Trustee of each of DDBT, GDBT, DBT, DB may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,843,850 shares of the Stock, which constitutes approximately 56.7% of the
outstanding shares of the Stock.
(b)
BBHC
BBHC has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 1,840,525 shares of the Stock.
DDBT
As one of three holders of voting stock of BBHC, DDBT has shared power to
vote or to direct the vote and to dispose or to direct the disposition of
1,840,525 shares of the Stock.
GDBT
As one of three holders of voting stock of BBHC, GDBT has shared power to
vote or to direct the vote and to dispose or to direct the disposition of
1,840,525 shares of the Stock.
DBT
As one of three holders of voting stock of BBHC, DBT has shared power to
vote or to direct the vote and to dispose or to direct the disposition of
1,840,525 shares of the Stock.
DDB
In his capacity as a trustee of each of DDBT, GDBT and DBT, DDB has the
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 1,840,525 shares of the Stock.
GDB
In his capacity as a trustee of each of DDBT, GDBT and DBT, GDB has the
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 1,840,525 shares of the Stock.
DB
DB has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 3,325 shares of the Stock. In his capacity as a
trustee of each of DDBT, GDBT and DBT, DB has shared power to vote or to
direct the vote and to dispose or to direct the disposition of 1,840,525
shares of the Stock.
(c) To the best of the knowledge of each of the Reporting Persons, none
of the persons named in response to paragraph (a) has effected any
transactions in shares of the Stock during the past 60 days.
(d) Each of the Reporting Persons affirms that no person other than such
Reporting Person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of the Stock
owned by such Reporting Person.
(e) Not Applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
DDB, DB and GDB, each acting individually and as a trustee of each of
DDBT, GDBT and DBT, have agreed to cause BBHC to vote its shares of the Stock
for the election of DB as a director of the Issuer should DB decide in the
future that he desires to serve as a director of the Issuer.
Other than as set forth above, there are no contracts, arrangement or
understandings among the persons named in Item 2 and any other persons with
respect to any securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule 13d-
1(f)(1)(iii), filed herewith.
Exhibit Filed with Original Schedule 13D -- Settlement Agreement dated as
of February 17, 1994 by and between Thomas D. Box and Don D. Box acting in
their capacity as independent co-executors of the Estate of Cloyce K. Box,
Deceased and Box Brothers Holding Company, a Delaware corporation, previously
filed with the Securities and Exchange Commission.
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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 18, 1996
BOX BROTHERS HOLDING COMPANY
By:/s/ Don D. Box
Don D. Box, Vice President
/s/ Don D. Box
Don D. Box, Individually and as Trustee
of each of:
DON D. BOX 1996 TRUST
GARY D. BOX 1996 TRUST
DOUGLAS D. BOX 1996 TRUST
/s/ Gary D. Box
Gary D. Box, Individually and as Trustee
of each of:
DON D. BOX 1996 TRUST
GARY D. BOX 1996 TRUST
DOUGLAS D. BOX 1996 TRUST
/s/ Douglas D. Box
Douglas D. Box, Individually and as
Trustee of each of:
DON D. BOX 1996 TRUST
GARY D. BOX 1996 TRUST
DOUGLAS D. BOX 1996 TRUST
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii), filed herewith.
Exhibit
Filed With
Original
Schedule
13D Settlement Agreement dated as of February 17, 1994 by and
between Thomas D. Box and Don D. Box acting in their capacity
as independent co-executors of the Estate of Cloyde K. Box,
Deceased and Box Brothers Holding Company, a Delaware
corporation, previously filed with the Securities and Exchange
Commission.
Exhibit 99.1
1. Joint Filing. Pursuant to Rule 13d-1(f)(1)(iii) of Regulation
13D-G of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agree that the statement to which this Exhibit is attached is
filed on behalf of each of them in the capacities set forth below.
2. Power of Attorney. Know all persons by these presents that each
person whose signature appears below constitutes and appoints Don D. Box,
Gary D. Box and Douglas D. Box, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution, for such person and in such person's name, place and stead,
in any and all capacities, to sign any and all amendments to the Schedule 13D
filed on behalf of each of them with respect to their beneficial ownership
of Box Energy Corporation, and to file the same, with all exhibits thereto
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any
of them, or such person or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
BOX BROTHERS HOLDING COMPANY
By: /s/ Don D. Box
Don D. Box, Vice President
/s/ Don D. Box
Don D. Box, Individually and as Trustee
of each of:
DON D. BOX 1996 TRUST
GARY D. BOX 1996 TRUST
DOUGLAS D. BOX 1996 TRUST
/s/ Gary D. Box
Gary D. Box, Individually and as Trustee
of each of:
DON D. BOX 1996 TRUST
GARY D. BOX 1996 TRUST
DOUGLAS D. BOX 1996 TRUST
/s/ Douglas D. Box
Douglas D. Box, Individually and as
Trustee of each of:
DON D. BOX 1996 TRUST
GARY D. BOX 1996 TRUST
DOUGLAS D. BOX 1996 TRUST
