-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qi3BzVNKNOHOlIcp9Rbpd2CusT4yna9ufcAyeQQuZJ7cvF9g6xSbMdlFAheriC9X t1NUhCcNf74sVFfKWNZGaA== 0000912057-97-003895.txt : 19970221 0000912057-97-003895.hdr.sgml : 19970221 ACCESSION NUMBER: 0000912057-97-003895 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970210 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MIDDLE BAY OIL CO INC CENTRAL INDEX KEY: 0000903267 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 631081013 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48873 FILM NUMBER: 97522855 BUSINESS ADDRESS: STREET 1: 115 S DEARBORNE ST CITY: MOBILE STATE: AL ZIP: 36602 BUSINESS PHONE: 3344327540 MAIL ADDRESS: STREET 1: PO BOX 390 CITY: MOBILE STATE: AL ZIP: 36602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BISON ENERGY CORP CENTRAL INDEX KEY: 0000742590 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 480934178 STATE OF INCORPORATION: KS FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 9320 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 BUSINESS PHONE: 3166361801 MAIL ADDRESS: STREET 1: 9320 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MIDDLE BAY OIL COMPANY, INC. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 595673-20-3 (CUSIP Number) C. J. Lett, III with a copy to: Douglas A. Branch, Esq. President Phillips McFall McCaffrey Bison Energy Corporation McVay & Murrah, P.C. 9320 East Central 211 N. Robinson, Wichita, Kansas 67206 12th Floor, One Leadership Square (316)636-1801 Oklahoma City, OK 73102 (405)235-4100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 15, 1997 (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 [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 4 Pages Exhibit Index Appears on Page N/A --- SCHEDULE 13D - ---------------------- ----------------- CUSIP NO. 595673-20-3 Page 2 of 4 Pages - ---------------------- ----------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bison Energy Corporation, IRS No. 48-0934178 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (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 Kansas - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES BENEFICIALLY 562,000 as of January 15, 1997 OWNED BY -------------------------------------------------------------- EACH 8. SHARED VOTING POWER REPORTING PERSON WITH 0 -------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 562,000 as of January 15, 1997 - -------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 562,000 as of January 15, 1997 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.23% as of January 15, 1997 - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Item 1. Security and Issuer The class of securities to which this statement relates is the Common Stock, $.01 par value per share (the "Stock"), of Middle Bay Oil Company, Inc. (the "Company"). The principal executive office of the Company is at 115 S. Dearborne Street, Mobile, AL 36602. Item 2. Identity and Background (a) - (c), (f) This statement is filed on behalf of Bison Energy Corporation ("Bison"), a corporation organized under the laws of the State of Kansas, whose principal business is the exploration, development and production of oil and gas, and whose principal office address is 9320 East Central, Wichita, Kansas 67206. (d), (e) During the last five years, neither Bison nor, to the best knowledge of Bison, any of its executive officers or directors has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) 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. Item 3. Source and Amount of Funds or Other Consideration Bison acquired the Common Stock in connection with the merger of NPC Energy Corporation ("NPC") with and into the Company. Prior to the merger Bison beneficially owned 449,600 shares (56.2%) of NPC's issued and outstanding common stock (the "NPC Common Stock"). As a result of the merger, Bison received 1.25 shares of the Company's stock in exchange for each share of NPC Common Stock which it owned. Item 4. Purpose of Transaction Bison acquired the Common Stock in connection with and as a result of the merger of NPC with and into the Company. While Bison may purchase additional Common Stock from time to time, it has no plans or proposals which relate to or would affect the Company's corporate structure, policies or business operations, as enumerated in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) As of the date hereof, Bison beneficially owns 562,000 or 30.23%, of the Company's outstanding Common Stock. (b) As of the date hereon, Bison had sole power to vote, or to direct the vote of, and to dispose of, or direct the disposition of, the shares of Common Stock that it owns. (c) During the past 60 days, Bison has not purchased any shares of Common Stock. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities specified in paragraph (a). (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Bison has no contracts, arrangements, understandings or relationships with any person with respect to any securities of the Company. Item 7. Material to be Filed as Exhibits (a) Agreement and Plan of Merger, dated as of December 17, 1996, by and among the Company, Bison and NPC (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K dated December 30, 1996, as filed with the Commission on January 8, 1997, and incorporated herein by reference). Signature The undersigned, after reasonable inquiry and to the best of his knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. February 3, 1997 BISON ENERGY CORPORATION - ----------------------- Date By: /s/ C.J. Lett, III ---------------------------- Signature C.J. Lett, III, President ---------------------------- Name/Title Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----