0001019687-11-001194.txt : 20110414 0001019687-11-001194.hdr.sgml : 20110414 20110414141430 ACCESSION NUMBER: 0001019687-11-001194 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110414 DATE AS OF CHANGE: 20110414 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NGAS Resources Inc CENTRAL INDEX KEY: 0000746834 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 920075461 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50813 FILM NUMBER: 11759346 BUSINESS ADDRESS: STREET 1: 120 PROSPEROUS PLACE STREET 2: SUITE 201 CITY: LEXINGTON STATE: KY ZIP: 40509 BUSINESS PHONE: 8592633948 MAIL ADDRESS: STREET 1: 120 PROSPEROUS PL STREET 2: SUITE 201 CITY: LEXINGTON STATE: KY ZIP: 40509 FORMER COMPANY: FORMER CONFORMED NAME: DAUGHERTY RESOURCES INC DATE OF NAME CHANGE: 19980710 FORMER COMPANY: FORMER CONFORMED NAME: ALASKA APOLLO RESOURCES INC DATE OF NAME CHANGE: 19930505 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAGNUM HUNTER RESOURCES CORP CENTRAL INDEX KEY: 0001335190 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 860879278 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 777 POST OAK BLVD #910 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 832-369-6986 MAIL ADDRESS: STREET 1: 777 POST OAK BLVD #910 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: PETRO RESOURCES CORP DATE OF NAME CHANGE: 20050803 SC 13D/A 1 ngas_sc13da1.htm SCHEDULE 13D AMENDMENT ngas_sc13da1.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
(Amendment No. 1)*

Under the Securities Exchange Act of 1934

NGAS Resources, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

62912T103
(CUSIP Number)

Paul M. Johnston, Esq.
Senior Vice President and General Counsel
Magnum Hunter Resources Corporation
777 Post Oak Blvd., Suite 650
Houston, Texas 77056
(832) 369-6992

Copy To:

David E. Morrison, Esq.
Fulbright & Jaworski L.L.P.
2200 Ross Avenue, Suite 2800
Dallas, Texas 75201-2784
(214) 855-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 13, 2011
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |__|

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7(b) 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).

 
 
 


CUSIP No. 62912T103
1. Names of Reporting Persons.
 
Magnum Hunter Resources Corporation
Tax I.D. No.:  86-0879278
2. Check the Appropriate Box if a Member of a Group (See Instructions)
 (a) o
 (b) o
3. SEC Use Only
 
4. Source of Funds (See Instructions)
 
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)  ¨
6. Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
7. Sole Voting Power
 
78,413,539
8. Shared Voting Power
 
0
9. Sole Dispositive Power
 
78,413,539
10. Shared Dispositive Power
 
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
 
78,413,539
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
 
13. Percent of Class Represented by Amount in Row (11)
 
100%
14. Type of Reporting Person (See Instructions)
 
CO


 
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This Amendment No. 1 (this “Amendment No. 1”) to Schedule 13D amends and supplements the Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on January 7, 2011, by Magnum Hunter Resources Corporation, a Delaware corporation (“Magnum Hunter”), with respect to the common stock of NGAS Resources, Inc., a company organized under the laws of British Columbia (“NGAS”).  As described in more detail below, Items 4, 5 and 6 have been amended by this Amendment No. 1 as a result of the consummation of the statutory plan of arrangement on April 13, 2011 (the “Arrangement”) under British Columbia law, whereby NGAS became a wholly-owned subsidiary of Magnum Hunter.  Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Schedule 13D.

The Schedule 13D is amended and supplemented as follows:

Item 4.   Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On April 13, 2011, after obtaining approval of NGAS’ shareholders on April 8, 2011 and the approval of the Supreme Court of British Columbia on April 12, 2011, the Arrangement was consummated and NGAS became a wholly-owned subsidiary of Magnum Hunter.

At the Effective Time (as defined in the Arrangement Agreement) of the Arrangement (the “Effective Time”)  each outstanding share of NGAS common stock was automatically converted into a right to receive 0.0846 shares of Magnum Hunter’s common stock.

Pursuant to the Arrangement Agreement, all of the NGAS’ incumbent directors resigned upon the Effective Time and Gary C. Evans and Ronald D. Ormand, Magnum Hunter’s designees, were appointed to fill such vacancies.

Pursuant to the Arrangement Agreement, all of the incumbent executive officers of NGAS resigned immediately prior to the Effective Time and Magnum Hunter’s designees (Gary C. Evans, Chief Executive Officer, Ronald D. Ormand, Chief Financial Officer, Paul M. Johnston, Secretary, Richard S. Farrell, Vice President, and James Denny, President) were appointed to fill such vacancies.

On April 13, 2011, Magnum Hunter satisfied all of NGAS’ and its subsidiaries’ liabilities under NGAS’ senior credit facility and the remaining 6% amortizing convertible notes that were not converted prior to the Effective Time (the “Assumed Liabilities”).  The Assumed Liabilities were refinanced under Magnum Hunter’s new senior credit facility, which was entered into on April 13, 2011.

The shares of NGAS common stock ceased being traded on The Nasdaq Capital Market (“Nasdaq”) as of the close of market on April 13, 2011.  Nasdaq filed a Form 25 with the SEC to delist the shares of common stock of NGAS.


Item 5.    Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) - (b) As a result of the Arrangement, Magnum Hunter beneficially owns 78,413,539 shares of NGAS common stock, representing 100% of the issued and outstanding shares of NGAS common stock.

(c) Except as disclosed herein, neither Magnum Hunter nor, to the knowledge of Magnum Hunter, any person named in Schedule A to this Schedule 13D, has effected any transaction in shares of NGAS common stock during the past 60 days.

(d) To the knowledge of Magnum Hunter, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, securities covered by this Amendment No. 1.

(e) Not applicable.

Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

The information set forth in Items 4 and 5 of this Amendment No. 1 is hereby incorporated by reference.


 
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SIGNATURE

After reasonable 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.

 
MAGNUM HUNTER RESOURCES CORPORATION
 
 
By:           /s/ Gary C. Evans                             
Name:      Gary C. Evans
Title:         Chairman and Chief Executive Officer
 

Dated:  April 14, 2011

 
 
 
 
 
 
 
 
 
 

 
 
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SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF
MAGNUM HUNTER RESOURCES CORPORATION


Executive Officers of Magnum Hunter Resources Corporation


Name
Position
Gary C. Evans
Chairman and Chief Executive Officer
Ronald D. Ormand
Executive Vice President, Chief Financial Officer
Jim Denny
Executive Vice President of Operations
H.C. “Kip” Ferguson, III
Executive Vice President of Exploration
M. Bradley Davis
Senior Vice President of Capital Markets
Brian Burgher
Senior Vice President of Land
Paul M. Johnston
Senior Vice President and General Counsel
Don Kirkendall
Senior Vice President of Administration and Product Marketing
David S. Krueger
Senior Vice President and Chief Accounting Officer

All individuals named in the table above are employed by Magnum Hunter Resources Corporation. The address of Magnum Hunter Resources Corporation’s principal executive offices is 777 Post Oak Boulevard, Suite 650 Houston, Texas 77056.


Directors of Magnum Hunter Resources Corporation

Name
Present Principal Occupation or Employment
Name, Principal Business and Address of Organization in which Employed
Gary C. Evans
Chairman and Chief Executive Officer, Magnum Hunter Resources Corporation
c/o Magnum Hunter Resources Corporation
777 Post Oak Boulevard, Suite 910 Houston, Texas 77056
Brad Bynum
Chief Financial Officer, Hall-Houston Exploration Partners, L.L.C.
c/o Hall-Houston Exploration Partners, L.L.C.
4605 Post Oak Place Drive #100 Houston, Texas 77027
Ronald D. Ormand
Executive Vice President and Chief Financial Officer, Magnum Hunter Resources Corporation
c/o Magnum Hunter Resources Corporation
777 Post Oak Boulevard, Suite 910 Houston, Texas 77056
Gary L. Hall
President, Hall-Houston Exploration Partners, L.L.C.
c/o Hall-Houston Exploration Partners, L.L.C.
4605 Post Oak Place Drive #100 Houston, Texas 77027
Joe L. McClaugherty
Senior Partner of McClaugherty & Silver, P.C.
c/o McClaugherty & Silver, P.C.
55 Old Santa Fe Trail
Santa Fe, New Mexico 87501
Steven Pfeifer
Managing Member, P.O.&G Resources – Texas, LLC
c/o P.O.&G Resources – Texas, LLC
5847 San Felipe Street #940
Houston, Texas 77057
Jeff Swanson
Chairman, Chief Executive Officer and President, GrailQuest Corporation
c/o GrailQuest Corporation
1160 Dairy Ashford, Suite 160
Houston, Texas 77079
J. Raleigh Bailes
Certified Public Accountant, Bailes Bates & Associates, LLP
c/o Bailes Bates & Associates, LLP
1650 Highway 6, Suite 470
Sugar Land, Texas 77478
Victor G. Carrillo
Director, Magnum Hunter Resources Corporation
c/o Magnum Hunter Resources Corporation
777 Post Oak Boulevard, Suite 910 Houston, Texas 77056

 
 
 
 
 
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