SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
UNITED STATES EXPLORATION, INC.
(Name of Issuer)
SERIES A CONVERTIBLE PREFERRED STOCK AND SERIES B CONVERTIBLE PREFERRED STOCK
(Title of Class of Securities)
911 820 207
(CUSIP Number)
Reid A. Godbolt, Esq.
Jones & Keller, P.C.
1625 Broadway, Suite 1600
Denver, Colorado 80202
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 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 [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial owner ship 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 disclosure
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>
SCHEDULE 13D
CUSIP NO. 911 820 207 PAGE 2 OF 5 PAGES
SERIES A CONVERTIBLE PREFERRED STOCK
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tipperary Corporation, EIN 75-1236955
-------------------------------------
2. Check the appropriate box if a member of a group* (a)
------
See item 2(a) of the attached Schedule 13D (b)
------
3. SEC USE ONLY
--------------------------------------------------------------------------
4. Source of Funds
OO
------------------------------------
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 Corporation
------------------------------------
7. Sole Voting Power 0
NUMBER OF -----
SHARES BENE- 8. Shared voting Power 0
FICIALLY -----
OWNED BY EACH 9. Sole Dispositive Power 0
REPORTING -----
PERSON 10. Shared Dispositive Power 0
-----
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
-------------------------------------
12. Check Box if the Aggregate Amount in Row (11) [ ]
excludes certain Shares*
13. Percent of Class Represented by Amount in Row (11)
0%
-------------------------------------
14. Type of Reporting Person* CO
--------------------------------------------
<PAGE>
SCHEDULE 13 D
CUSIP No. 911 820 207 Page 3 of 5 Pages
SERIES B CONVERTIBLE PREFERRED STOCK
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tipperary Corporation, EIN 75-1236955
-------------------------------------
2. Check the appropriate box if a member of a group* (a)
-----
See item 2(a) of the attached Schedule 13D (b)
-----
3. SEC USE ONLY
-------------------------------------
4. Source of Funds
OO
-------------------------------------
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 Corporation
-------------------------------------
7. Sole Voting Power 0
NUMBER OF -----
SHARES BENE- 8. Shared voting Power 0
FICIALLY -----
OWNED BY EACH 9. Sole Dispositive Power 0
REPORTING -----
PERSON 10. Shared Dispositive Power 0
-----
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
-------------------------------------
12. Check Box if the Aggregate Amount in Row (11) [ ]
excludes certain Shares*
13. Percent of Class Represented by Amount in Row (11)
0%
-------------------------------------
14. Type of Reporting Person* CO
--------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 911 820 207 Page 4 of 5 Pages
PRELIMINARY NOTE
This statement on Schedule 13D is filed by Tipperary Corporation and
constitutes Amendment No. 2 to that Schedule 13D that was originally filed with
the Securities and Exchange Commission (the "Commission"), on July 25, 1994, by
Tipperary Corporation, and was thereafter amended pursuant to Amendment No. 1,
filed with the Commission on or about July 20, 1995.
1. Security and Issuer
Item 1 is being amended in its entirety to read as follows:
(a) This statement relates to the 250,000 shares of 1994 Series A
Convertible Preferred Stock, $.01 par value (the "Series A Shares"),
and the 104,000 shares of 1994 Series B Convertible Preferred Stock,
$.01 par value (the "Series B Shares") of United States Exploration,
Inc., a Colorado corporation ("USEX"), the conversion, on September
30, 1996, of all 250,000 Series A Shares and all 104,000 Series B
Shares into 786,667 shares of Common Stock, $.0001 par value of USEX
(the "Common Shares"), and the concurrent sale of 636,667 of the
Common Shares to third parties, leaving Tipperary with 150,000 of the
Common Shares. The date of the event which required filing of this
statement was July 18, 1994 (the "Relevant Date"), when the Series A
Shares and Series B Shares were acquired by Tipperary.
(b) The principal executive offices of USEX are located at 1901 New
Street, Independence, Kansas 67301.
2. Identity and Background
Item 2 has been rendered inapplicable because of the divestiture by
Tipperary of all of the Series A Shares and Series B Shares.
3. Source and Amount of Funds or other Consideration
Item 3 has been rendered inapplicable because of the divestiture by
Tipperary of all of the Series A Shares and Series B Shares.
4. Purpose of Transaction
Item 4 has been rendered inapplicable because of the divestiture by
Tipperary of all of the Series A Shares and Series B Shares.
<PAGE>
SCHEDULE 13D
CUSIP No. 911 820 207 Page 5 of 5 Pages
5. Interest in Securities of the Issuer
Item 5 is being amended in its entirety as follows:
At the Relevant Date, Tipperary was issued and held all authorized 250,000
Series A Shares and all authorized 104,000 Series B Shares. As such, Tipperary
had sole voting and dispositive power regarding the Series A Shares and Series B
Shares. None of the directors or executive officers of Tipperary personally
acquired an interest in the Series A Shares or Series B Shares. As of September
30, 1996, Tipperary divested itself of all of the Series A Shares and Series B
Shares by converting them into 786,667 Common Shares, of which 636,667 Common
Shares were concurrently sold to third parties, leaving Tipperary with 150,000
Common Shares.
6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer
Item 6 has been rendered inapplicable because of the divestiture by
Tipperary of all of the Series A Shares and Series B Shares.
7. Material to be Filed as Exhibits
No further exhibits are being added to this Schedule 13D.
8. Signature
After reasonable inquiry and to the best of my knowledge and belief, the
signatory below certifies that the information set forth in this statement
is true, complete and correct.
TIPPERARY CORPORATION
/s/ David L. Bradshaw Dated: October 10, 1996
- -------------------------------------
David L. Bradshaw, President and
Chief Executive Officer
