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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
CONTOUR ENERGY CO.
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(Name of Issuer)
PREFERRED STOCK, $1.50 PAR VALUE
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(Title of Class of Securities)
21220C202
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(CUSIP Number)
Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida 34102 941-262-8577
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
JUNE 20, 2000
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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 that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box [X].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent
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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 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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SCHEDULE 13D
CUSIP NO. 21220C202 PAGE 2 OF 7
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lloyd I. Miller, III ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00**
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5 CHECK BOX 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
United States
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7 SOLE VOTING POWER
43,400***
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 26,500***
OWNED BY -------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 43,400***
WITH -------------------------------------------------
10 SHARED DISPOSITIVE POWER
26,500***
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,900
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14 TYPE OF REPORTING PERSON
IN-OO**
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE RESPONSE TO ITEM 3, HEREIN.
***SEE RESPONSE TO ITEM 5(B), HEREIN.
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ORIGINAL REPORT ON SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the Preferred Stock, $1.50 par value (the
"Shares") of Contour Energy Co., a Delaware corporation (the "Company"). The
Company has its principal executive offices at 606 Jefferson Street, Suite 1100,
Houston, Texas 77002.
Item 2. Identity and Background
This statement is filed by Lloyd I. Miller, III ("Miller"). Miller's
principal business address is 4550 Gordon Drive, Naples, Florida 34102. Miller
is a registered Investment Adviser under the Investment Advisers Act of 1940, as
amended. Miller's principal occupation is providing investment advisory
services. During the past five years, Miller has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
has not been a party to civil proceedings of a judicial or administrative body
of competent jurisdiction as a result of which Miller 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.
Miller is a United States citizen.
Item 3. Source and Amount of Funds or Other Considerations
Miller is the Investment Adviser to Trust A-4 (the "Trust"). Trust A-4
was created pursuant to a Declaratory Judgment, signed by the Honorable Wayne F.
Wilke for the Court of Common Pleas, Probate Division, Hamilton County, Ohio, on
October 27, 1992, pursuant to which Trust A was split into four separate trusts,
of which Trust A-4 was one. Trust A was created pursuant to an Amended and
Restated Trust Agreement, dated September 20, 1983 (the "Trust Agreement").
Miller was named as advisor to PNC Bank, Ohio, N.A. (formerly The Central Trust
Company, N.A., Cincinnati, Ohio), the Trustee named in the Trust Agreement. Such
appointment became effective on April 22, 1990, the date of death of Lloyd I.
Miller, the Grantor of Trust A. All of the Shares purchased by Miller as
Investment Adviser to the Trust were purchased by funds generated and held by
the Trust. The purchase price for the Shares was $121,185.75 for Trust A-4.
Miller is the manager of Milfam LLC, an Ohio limited liability company
established pursuant to the Operating Agreement of Milfam LLC (the "Operating
Agreement"), dated as of December 10, 1996. Milfam LLC is the managing general
partner of (i) Milfam I, L.P., a Georgia limited partnership established
pursuant to the Partnership Agreement for Milfam I, L.P. (the "Partnership
Agreement"), dated December 11, 1996, and (ii) Milfam II, L.P. a Georgia limited
Partnership established, pursuant to the Partnership Agreement for Milfam II,
L.P. (the "Milfam II Partnership Agreement"), dated December 11, 1996. All of
the shares Miller is deemed to beneficially own as the manager of the managing
general partner of Milfam I, L.P. were purchased with money contributed to
Milfam I, L.P. by its partners (as identified on the signature page of Exhibit
99.3, attached hereto), or money generated and held by Milfam I, L.P. All of the
shares Miller is deemed to beneficially own as the manager of the managing
general partner of Milfam II, L.P. were purchased with money contributed to
Milfam II, L.P. by its partners (as identified on the signature page of Exhibit
99.4, attached hereto), or money generated and held by Milfam II, L.P. The
purchase price for the Shares Miller is deemed to beneficially own as the
manager of the managing general partner of Milfam I, L.P. was $27,775.00. The
purchase price for the Shares Miller is deemed to beneficially own as the
manager of the managing general partner of Milfam II, L.P. was $133,158.75.
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All of the Shares purchased by Miller on his own behalf, were purchase
with personal funds generated and held by Miller. The purchase price for the
Shares purchased by Miller, on his own behalf was $7,802.00.
Item 4. Purpose of the Transaction
Miller considers his beneficial ownership reported herein of the 69,900
Shares, as an investment in the ordinary course of business. From time to time,
Miller may acquire additional Shares or dispose of all of some of the Shares
which he beneficially owns. Miller has filed this report because he plans to
nominate Raymond L. Steele to the Company's Board of Directors. Other than this
nomination, Miller does not have any plans or proposals that relate to the
matters described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Miller beneficially owns 69,900 Shares (5.1% of the outstanding
Shares, based on 1,365,173 Shares outstanding pursuant to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000) As of the
date hereof, 26,500 of such beneficially owned Shares are owned of record by
Trust A-4, 8,000 of such beneficially owned Shares are owned of record by Milfam
I, L.P., 32,900 of such beneficially owned Shares are owned of record by Milfam
II, L.P. and 2,500 of such beneficially owned Shares are owned of record by
Miller on his own behalf.
(b) Miller has shared voting power and shared dispositive power for all
such Shares resulting by the Trust A-4 and sole voting power and sole
dispositive power for all such Shares resulting from Milfam I, L.P., Milfam II,
L.P. and Miller on his own behalf (see Item 6).
(c) The following table details the purchase of Shares by Miller on his
own behalf, effected by Miller during the past 60 days. The transaction was an
open market transactions:
<TABLE>
<CAPTION>
Date of Number of Price
Transaction Shares Purchased per Share Record Holder
<S> <C> <C> <C>
June 15, 2000 500 $6.00 Lloyd I. Miller
</TABLE>
(d) Milfam I, L.P. has the right to receive dividends from and proceeds
of the sale of 8,000 Shares; Milfam II, L.P. has the right to receive dividends
from and proceeds of the sale of 32,900 Shares; Trust A-4 has the right to
receive dividends from and proceeds of the sale of 26,500 Shares.
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
The Trust Agreement provides:
The Trustee shall not make any investments, reinvestments or
changes in investments of the assets of Trust A without first
consulting with and obtaining the advice of the advisor. The
Trustee need not act in accordance with the advice and counsel of
the advisor, but if it does so, the Trustee shall not be liable to
any person for or as a result of any action or failure to act if in
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accordance with such advice and counsel. The Trustee need not obtain the
advice and counsel of the advisor if the Trustee requests such advice and
counsel in writing and if the advisor fails to reply to the Trustee
within five days from the date of such request by telephone, telegram,
mail or in person.
The Operating Agreement provides:
While Lloyd I. Miller, III serves as manager, he shall have complete
control over all of the affairs of Milfam LLC and need not seek the
consent or approval of any Member with respect to any action.
The Partnership Agreement provides:
The General Partner shall have the full and exclusive right to manage and
control the business and affairs of Milfam I, L.P. and to make all
decisions regarding the affairs of Milfam I, L.P. In the course of such
management, the General Partner may acquire, encumber, hold title to,
pledge, sell, release or otherwise dispose of Partnership Property and
interests therein when and upon such terms as it determines to be in the
best interest of the Milfam I, L.P. The General Partner shall have all of
the rights, powers and obligations of a partner of a partnership without
limited partners, except as otherwise provided under the Act.
The Milfam II Partnership Agreement provides:
The General Partner shall have the full and exclusive right to manage and
control the business and affairs of Milfam II, L.P. and to make all
decisions regarding the affairs of Milfam II, L.P. In the course of such
management, the General Partner may acquire, encumber, hold title to,
pledge, sell, release or otherwise dispose of Partnership Property and
interest therein when and upon such terms as it determines to be in the
best interest of the Milfam II, L.P. The General Partner shall have all
of the rights, powers and obligations of a partner of a partnership
without limited partners, except as otherwise provided under the Act.
Item 7. Materials to be Filed as Exhibits:
Exhibit Document
99.1 Amended and Restated Trust Agreement, dated September 20,
1983, between Lloyd I. Miller and PNC Bank, Ohio, N.A.
(formerly The Central Trust Company, N.A., Cincinnati,
Ohio).
99.2 Operating Agreement of Milfam LLC, dated
December 10, 1996.
99.3 Milfam I, L.P. Partnership Agreement, dated
December 11, 1996.
99.4 Milfam II, L.P. Partnership Agreement, dated
December 11, 1996.
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 20, 2000
By: /s/ Lloyd I. Miller, III
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Lloyd I. Miller, III
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EXHIBIT INDEX
Exhibit Document
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EX-99.1 Amended and Restated Trust Agreement
EX-99.2 Operating Agreement of Milfam LLC
EX-99.3 Milfam I, L.P. Partnership Agreement
EX-99.4 Milfam II, L.P. Partnership Agreement
