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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
AMENDMENT NO. 1
SUMMIT PETROLEUM CORPORATION
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(Name of Issuer)
MRI ACQUISITION CORP.
MIDLAND RESOURCES, INC.
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(Name of Persons filing Statement)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
866228 307
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(CUSIP Number of Class of Securities)
Deas H. Warley III, President
MRI Acquisition Corp.
16701 Greenspoint Park Drive, Suite 200
Houston, Texas 77060
713-873-4828
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person Filing Statement)
Copy:
Wayne M. Whitaker
Michener, Larimore, Swindle, Whitaker, Flowers, Reynolds, Sawyer & Chalk, L.L.P.
301 Commerce Street
3500 City Center Tower II
Fort Worth, Texas 76102
817-878-0530
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Item 17. Material to Be Filed as Exhibits.
(a)* Loan Agreement between Parent and First Union National Bank of
North Carolina dated December 29, 1994 (Previously filed as the same
exhibit number in Parent's Form 10-KSB dated December 31,1994 and
incorporated herein by such reference).
(b)* Report by Southwest Merchant Group, dated July 14, 1996.
(c)* Plan and Agreement of Merger among the Company and Purchaser, dated
July 17, 1996.
(d)(1)*The Offer to Purchase
(d)(2)*The Letter of Transmittal
(d)(3)*Letter from The Company to Shareholders recommending acceptance of
Offer
(d)(4) Press Release by Midland Resources and MRI Acquisition Corp.
announcing the extension of the tender offer until September 5, 1996.
(e)* A statement describing the appraisal rights under Colorado Law
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Previously filed.
SIGNATURE
After due 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.
August 14, 1996
/s/Deas H. Warley III
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Deas H. Warley III, President
MRI Acquisition Corp.
Midland Resources, Inc.
INDEX TO EXHIBITS
Exhibit Page No.
* (a) Loan Agreement between Parent and First Union National Bank of North
Carolina dated December 29, 1994 (Previously filed as the same
exhibit number in Parent's Form 10-KSB dated December 31,1994 and
incorporated herein by such reference ).
** (b) Report by Southwest Merchant Group, dated July 14, 1996.
* (c) Plan and Agreement of Merger among the Company and Purchaser, dated
July 17, 1996. (Filed as Exhibit (a)(3) to Schedule 14D-1 of MRI
Acquisition Corp, and Midland Resources Inc. dated July 18, 1996
and incorporated herein by reference)
*(d)(1) The Offer to Purchase (Filed as Exhibit (a)(1) to Schedule 14D-1 of
MRI Acquisition Corp, and Midland Resources, Inc. date July 18,
1996 and incorporated herein by reference)
*(d)(2) The Letter of Transmittal (Filed as Exhibit (a)(2) to Schedule 14D-1
of MRI Acquisition Corp, and Midland Resources, Inc. date July 18,
1996 and incorporated herein by reference)
**(d)(3)Letter from The Company to Shareholders dated July 18, 1996
recommending acceptance of Offer
(d)(4) Press Release by Midland Resources and MRI Acquisition Corp.
announcing the extension of the tender offer until September 5,
1996 ( Filed as Exhibit (a)(4) to Schedule 14D-1/A Amendment No. 1
of MRI Acquisition Corpo. and Midland Resources, Inc. dated August 14,
1996.).
**(e) A statement describing the appraisal rights under Colorado Law
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* Incorporated herein by reference
** Previously filed.