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U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 18, 1996
MIDLAND RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Texas 0-18836 75-2286814
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
16701 Greenspoint Park Drive, Suite 200, Houston, Texas 77060
(Address of principal executive offices, including Zip Code)
(713) 873-4828
(Registrant's telephone number, including area code)
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MIDLAND RESOURCES, INC.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 17, 1996, Midland Resources, Inc. (the "Company"), MRI
Acquisition Corp. ("MRI Acquisition"), a wholly owned subsidiary of the
Company, and Summit Petroleum Corporation ("Summit"), an affiliate, entered
into an Agreement and Plan of Merger whereby MRI Acquisition made a tender
offer for all of the outstanding shares of Summit at $0.70 per share. In
connection with the tender offer, the Company filed Schedules 14D-1, 13E-3 and
13E-4 with the Securities and Exchange Commission. On the close of the tender
offer on September 18, 1996, 1,956,552 shares, or approximately 81.5 percent,
of Summit's outstanding stock had been tendered and acquired by MRI
Acquisition. Further under the terms of the Agreement and Plan of Merger, as
less than 90 percent of the outstanding stock was tendered, Summit's Board of
Directors shall call a meeting of its stockholders, as soon as practicable, for
the purpose of voting upon a merger with MRI Acquisition. All of the shares
acquired by MRI Acquisition will be voted in favor of the approval of the
merger and the remaining stockholders will have only the right to receive $0.70
per share.
The purchase price of Summit was based upon the Company's evaluation
of Summit, direct negotiations with Summit and a fairness opinion rendered by
Southwest Merchant Group dated July 14, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
It is impracticable to provide the required financial
statements at this time. The required financial statements
will be filed as soon as practicable, but not later than 60
days after the date this report on Form 8-K must be filed.
(b) Proforma financial information
It is impracticable to provide the required proforma
financial information at this time. The required proforma
financial information will be filed as soon as practicable,
but not later than 60 days after the date this report on Form
8-K must be filed.
(c) Exhibits
99.(a)(3) Agreement and Plan of Merger between the
Company, MRI Acquisition and Summit dated
July 17, 1996. (Filed as an exhibit of the
same number with the Company's Schedule 14D-1
dated July 18, 1996.)
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
MIDLAND RESOURCES, INC.
(Registrant)
By: /s/ Deas H. Warley III
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Deas H. Warley III
President
DATED: October 2, 1996
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INDEX TO EXHIBITS
EXHIBIT
NO. EXHIBIT
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99.(a)(3) Agreement and Plan of Merger between the Company, MRI Acquisition and Summit dated
July 17, 1996. (Filed as an exhibit of the same number with the Company's Schedule
14D-1 dated July 18, 1996.)