SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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 27, 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).
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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, and as amended by Amendment No. 2 dated June 18, 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.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding at the end thereof the following:
On June 27, 1996, Box Brothers Holdings Company ("BBHC"), as the holder
of 56.6% of the outstanding voting stock of the Issuer, delivered a written
consent executed by BBHC pursuant to Section 228 of the Delaware General
Corporation Law that (i) amended the Issuer's Bylaws to permit removal of
directors without cause, (ii) removed all present directors except Don D. Box
and Alan C. Shapiro, (iii) fixed the number of directors of the Issuer as
seven and (iv) elected the following persons as directors of the Issuer to
serve with Messrs. Don D. Box and Shapiro: Glen Adams; Daryl L. Buchanan;
Richard D. Squires; Thomas W. Rollins; and Bernay C. Box. These persons are
more fully described in the press release attached hereto as Exhibit 99.2 and
incorporated herein by this reference as though fully set forth herein. By
its terms the consent is effective as of July 30, 1996. Also on June 27,
1996, BBHC filed an action under Section 225 of the Delaware General
Corporation Law against the Issuer and the Issuer's current directors (other
than Don D. Box and Alan C. Shapiro) seeking a determination that the Consent
is effective in accordance with its terms.
BBHC has demanded that, in connection with the written consent the Issuer
comply with its obligations under Rules 14c-2, 14c-5 and 14f-1 under the
Securities Exchange Act of 1934.
As described in the attached press release, BBHC also intends to cause
the Issuer's 1996 Annual Meeting of Stockholders to be called and convened as
soon as practicable after the Consent takes effect, if it has not previously
been convened.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule 13d-
1(f)(1)(iii), previously filed with the Securities and Exchange Commission.
Exhibit 99.2 -- Press Release dated June 27, 1996 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.
<PAGE>
<PAGE>
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 27, 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/ Don D. Box
Don D. Box,
Attorney-in-Fact for:
Gary D. Box, Individually and as
Trustee of each of DON D. BOX 1996
TRUST, GARY D. BOX 1996 TRUST, and
DOUGLAS D. BOX 1996 TRUST (1)
Douglas D. Box, Individually and as
Trustee of each of DON D. BOX 1996
TRUST, GARY D. BOX 1996 TRUST, and
DOUGLAS D. BOX 1996 TRUST (2)
(1) A Power of Attorney authorizing Don D. Box, et al., to act on behalf
of Gary D. Box previously has been filed with the Securities and
Exchange Commission.
(2) A Power of Attorney authorizing Don D. Box, et al., to act on behalf
of Douglas D. Box previously has been filed with the Securities and
Exchange Commission.
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii), previously filed with the Securities and
Exchange Commission.
99.2 Press Release dated June 27, 1996, 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 99.2
BOX BROTHERS HOLDING COMPANY FILES CONSENT TO
INSTALL NEW BOARD AT BOX ENERGY CORP.
DALLAS, June 27, 1996 -- Box Brothers Holding Company (BBHC) today filed a
consent with Box Energy Corp., an oil and gas exploration company, to
replace the existing Board of Directors. At the same time, BBHC has filed
a motion in the Delaware Chancery Court for an expedited ruling confirming
the action taken.
The consent will amend the bylaws of the company to permit the removal
of the current Board of Directors and will fix the number of Board members
at seven.
BBHC which owns 57% of the 3.23 million Class A voting shares of Box
Energy said it hopes to install the new Board within 30 days. The persons
designated as Directors by BBHC are:
- Don D. Box is chairman of Box Energy Corporation. Mr. Box is
also vice present of Box Brothers Holding Company and a director
and president of CKB & Associates, Inc. and CKB Petroleum, Inc.
- Alan Shapiro is a director of Box Energy Corporation. Professor
Shapiro is chairman of the Department of Finance and Business
Economics in the Graduate School of Business Administration of
the University of Southern California. He has served on the Box
Energy Board of Directors since 1994.
- Thomas W. Rollins is chief executive officer and founder of
Rollins Resources, a natural gas and oil consulting firm. Mr.
Rollins has more than four decades of geological background
working for various major oil companies and independents.
- Richard D. Squires is president of RS Holdings, Inc. and R3
Realty Corp., real estate investment firms located in Dallas.
Previously, he was chief financial officer of Ft. Worth
Holdings, Inc. and vice president of finance for the Americana
Hotels Corporation.
- Glen Adams is chairman, president and CEO of Southmark
Corporation. He also serves on the Board of U. S. Home
Corporation and Zale Corporation. Previously, Mr. Adams was
chairman, president, and CEO of The Great Western Sugar Company.
- Bernay Box is the founder and president of Bernay Box &Co.,
Inc., a private investment advisory firm. Bernay Box & Co.,
Inc. is also the General Partner of Belmar Partners, Ltd., a
private investment limited partnership.
- Daryl Buchanan is a CPA who has served many years as CFO for
George Investment Co., a Houston and Dallas diversified
investment firm with interests in oil and gas properties and
securities.
Don Box said the new Board of Directors will be committed to improve
the company's returns for all shareholders.
Don Box also said that BBHC favors holding the Box Energy Annual
Meeting of Stockholders at the earliest possible date, since the current
Board has failed to hold a shareholders meeting since May 4, 1995. If an
Annual Meeting has not been held by the time the new Board is installed, the
new Board will call the Meeting to be held as soon as possible thereafter.
"Hopefully, well before September 10," said Mr. Box.
Mr. Box indicated that BBHC had requested the current Board to hold
the Annual Meeting in early August, but, as recently announced, the Board has
delayed the date for the Meeting until September 10.
BBHC is a privately-held Delaware company formed in 1992. In addition
to Box Energy Corporation stock, its holdings primarily include other
entities engaged in oil and gas production and related activities.
