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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SOUTHERN MINERAL CORPORATION
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
843367-20-2
(CUSIP Number)
Thomas J. McMinn
4422 FM 1960 West, Suite 400
Houston, Texas 77068
(713) 537-2035
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 30, 1996
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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 [ ].
Check the following box if a fee is being paid with this statement
[x]. (A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class. (See Rule 13d-7).
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).
Page 1 of 5 Pages
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CUSIP NO. 843367-20-2 Page 2 of 5 Pages
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1 Name of Reporting Person Thomas J. McMinn
S.S. or I.R.S. Identification No. of Above
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2 Check the Appropriate Box if a Member of a Group (See (a) [ ]
Instructions) (b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions) - 00 -
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5 Check if Disclosure of Legal Proceedings is Required [ ]
Pursuant to Items 2(d) or 2(e)
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6 Citizenship or Place of Organization U.S.A.
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Number of Shares 7 Sole Voting Power 387,500
Beneficially Owned by
Each Reporting Person ----------------------------------------------------
With
8 Shared Voting Power 12,000
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9 Sole Dispositive Power 387,500
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10 Shared Dispositive Power 12,000
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11 Aggregate Amount Beneficially Owned by Each Reporting 399,500
Person
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12 Check if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares (See Instructions)
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13 Percent of Class Represented by Amount in Row (11) 5.82%
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14 Type of Reporting Person (See Instructions) IN
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CUSIP NO. 843367-20-2 Page 3 of 5 Pages
ITEM 1. SECURITY AND ISSUER.
The class of securities to which this Statement relates is the common
stock, par value $.01 per share (the "Common Stock"), of Southern Mineral
Corporation, a Nevada corporation ("SMC"), whose principal business address is
500 Dallas, Suite 2800, Houston, Texas 77002-4708.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed by Thomas J. McMinn, whose business address is
4422 FM 1960 West, Suite 400, Houston, Texas 77068. Mr. McMinn's principal
occupation is serving as a director and Vice President and Secretary of Diasu
Oil & Gas Co., Inc., a Texas corporation ("Diasu"), whose principal business is
to engage in the exploration and production of oil and gas. Mr. McMinn
beneficially owns 50% of the voting securities of Diasu. Mr. McMinn also
beneficially owns 50% of the voting securities and is serving as a director and
Vice President and Secretary of G & T Interests, Inc., a Texas corporation
("G&T"), whose principal business is to acquire properties and securities for
investment purposes. The principal business address of G&T is 4422 FM 1960
West, Suite 400, Houston, Texas 77068. Mr. McMinn has never been convicted in
a criminal proceeding. During the last five years, Mr. McMinn has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been 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. Mr. McMinn is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Effective January 5, 1996, Diasu entered into that certain Option
Agreement by and between Diasu and SMC (the "Option Agreement") granting SMC an
option to participate as an investor in any oil and gas exploration and
development projects proposed by Diasu or its affiliates during the twenty-four
month period following effectiveness of the agreement. Also, effective January
5, 1996, Mr. McMinn entered into that certain Subscription Agreement and
Assumption of Obligations, by and among SMC, Mr. McMinn, and Gary L. Chitty
(the "Subscription Agreement"), in which Mr. McMinn agreed to cause Diasu to
honor its obligations under the Option Agreement and to make the Option
Agreement applicable to any oil and gas prospects that Mr. McMinn and any
company controlled by him might pursue. In consideration for its rights under
the Subscription Agreement, SMC issued to Mr. McMinn 87,500 shares of Common
Stock and a warrant immediately exercisable for 200,000 shares of Common Stock
(the "First Warrant"). Under the Option Agreement, SMC issued to Diasu a
warrant for 100,000 shares of Common Stock (the "Second Warrant"), which was
not immediately exercisable; rather, the exercisability of the Second Warrant
was tied to certain performance criteria relating to certain oil and gas
properties being jointly developed by SMC and Diasu. Diasu transferred the
Second Warrant to Mr. McMinn. Effective August 30, 1996, the Second Warrant
for 100,000 shares of Common Stock became immediately exercisable under the
terms of that certain First Amendment to Option Agreement, by and between Diasu
and SMC. No funds or other consideration were otherwise obtained for the
purpose of acquiring, holding, trading or voting the securities, and Mr.
McMinn, except for the transactions described herein, has made no prior
acquisitions of the Common Stock.
In public market transactions for cash, G&T acquired 2,500, 5,500, and
4,000 shares of Common Stock on April 24, 25 and 26, respectively.
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CUSIP NO. 843367-20-2 Page 4 of 5 Pages
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition by Mr. McMinn of the shares of Common
Stock to which this Statement relates is to compensate Mr. McMinn for SMC's
option to participate in the exploration and development of the oil and gas
properties to which the Option Agreement and Subscription Agreement relate,
and, consequently, to allow Mr. McMinn to participate materially in any
appreciation in market value of SMC's securities.
The number of shares of Common Stock acquired by Mr. McMinn does not
constitute a majority of the outstanding shares of Common Stock and is
insufficient to permit him to exercise control over SMC.
Currently, Mr. McMinn has no plans or proposals which relate to or
would result in: (a) the acquisition by any person of additional securities of
SMC, or the disposition of securities of SMC; (b) an extraordinary corporate
transaction, such as a merger, reorganization, or liquidation, involving SMC or
any of its subsidiaries; (c) a sale or transfer of a material amount of assets
of SMC or any of its subsidiaries; (d) any change in the present Board of
Directors or management of SMC, including any plans or proposal to change the
number or term of directors or to fill any existing vacancies on the board,
other than the filling of one of the two existing vacancies on the Board of
Directors; (e) any material change in the present capitalization or dividend
policy of SMC; (f) any other material change in SMC' business or corporate
structure; (g) changes in SMC's charter or bylaws or other actions which may
impede the acquisition of control of SMC by any person; (h) causing a class of
securities of SMC to be delisted from a National Securities Exchange or to
cease to be authorized to be quoted on an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
SMC becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or (j) any action similar to any of those which are
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. McMinn is the beneficial owner of 399,500 shares of Common
Stock, which shares were acquired in the transactions described in Item 3
above. This represents 5.82% of the total number of shares of Common Stock
issued and outstanding.
(b) Mr. McMinn retains the sole voting and investment power with
respect to 387,500 of the Common Stock that he beneficially owns.
(c) Of the securities described above as beneficially owned by Mr.
McMinn in Item 5(a) above, 100,000 shares of Common Stock, represented by the
Second Warrant, were acquired in the transactions described in Item 3 above
within the past sixty (60) days.
(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 described herein as being beneficially owned by Mr. McMinn.
(e) Not applicable.
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CUSIP NO. 843367-20-2 Page 5 of 5 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. McMinn and any other person with respect to
any securities of SMC, including but not limited to transfer or voting of any
of the securities, finders' fees, joint ventures, loan or option agreements,
puts or calls, guarantees of profits, division of profits or loss, whether
giving or withholding of proxies. None of these securities of SMC beneficially
owned by Mr. McMinn are pledged or otherwise subject to a contingency, the
occurrence of which would give another person voting power or investment power
over such securities.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
ITEM 8. 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.
Dated: September 25, 1996
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THOMAS J. McMINN
