0001010549-05-000182.txt : 20120618 0001010549-05-000182.hdr.sgml : 20120618 20050317171506 ACCESSION NUMBER: 0001010549-05-000182 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050317 DATE AS OF CHANGE: 20050317 GROUP MEMBERS: RUTH BRUGGEMAN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRUGGEMAN WILLIAM CENTRAL INDEX KEY: 0001272202 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9870 PLANO ROAD CITY: DALLAS STATE: TX ZIP: 75238 BUSINESS PHONE: 9726880369 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CUBIC ENERGY INC CENTRAL INDEX KEY: 0000319156 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 870352095 STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52119 FILM NUMBER: 05689689 BUSINESS ADDRESS: STREET 1: 9870 PLANO ROAD STREET 2: 9870 PLANO ROAD CITY: DALLAS STATE: TX ZIP: 75238 BUSINESS PHONE: 972-681-8047 MAIL ADDRESS: STREET 1: 9870 PLANO ROAD STREET 2: 9870 PLANO ROAD CITY: DALLAS STATE: TX ZIP: 75238 FORMER COMPANY: FORMER CONFORMED NAME: ROSELAND OIL & GAS INC DATE OF NAME CHANGE: 19931025 SC 13D/A 1 cubicsc13dabruggeman031705.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)(*) Cubic Energy, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.05 par value -------------------------------------------------------------------------------- (Title of Class of Securities) 777429200 -------------------------------------------------------------------------------- (CUSIP Number) Telisa Webb Schelin 1601 Elm Street, Suite 3000 Dallas, Texas 75201 (214) 999-3000 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Various -------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 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 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) ---------- (*) 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 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. 77742900 13D Page 2 of 5 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Bruggeman and Ruth Bruggeman, Joint Tenants with Rights of Survivorship ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* PF;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 United States ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 10,307,303 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 10,307,303 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH -0- ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,307,303 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.4% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 77742900 13D Page 3 of 5 Pages ________________________________________________________________________________ Item 1. Security and Issuer. This Schedule 13D (this "Filing") relates to the Common Stock, $0.05 par value (the "Common Stock"), of Cubic Energy, Inc., a Texas corporation (the "Company"), which has its principal executive offices located at 9870 Plano Road, Dallas, Texas 75238. The purpose of this Filing is to reflect the beneficial ownership of Common Stock by William Bruggeman and Ruth Bruggeman, joint tenants with rights of survivorship. ________________________________________________________________________________ Item 2. Identity and Background. William Bruggeman and Ruth Bruggeman, joint tenants with rights of survivorship (a) William Bruggeman and Ruth Bruggeman, joint tenants with rights of survivorship (the "Bruggemans") (b) 1681 94th Lane, NE, Blaine, Minnesota 55449 (c) The Bruggemans are primarily involved in investment activities. (d) The Bruggemans have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Bruggemans have not, during the last five years, 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. (f) The Bruggemans are citizens of the United States. ________________________________________________________________________________ Item 3. Source and Amount of Funds or Other Consideration. Pursuant to a Stock Purchase Agreement, dated as of December 10, 1997 (the "Agreement"), by and among the Company, Calvin A. Wallen III ("Wallen"), Earthstock Resources, Inc., a Texas corporation controlled by Wallen ("Earthstock"), the Bruggemans, and Diversified Dynamics, Inc., a Minnesota corporation controlled by the Bruggemans ("Diversified," and together with Wallen, Earthstock and the Bruggemans, the "Buyers"), (i) Wallen acquired 7,000,000 shares of Common Stock, (ii) Earthstock acquired 2,500,000 shares of Common Stock, (iii) the Bruggemans acquired 2,500,000 shares of Common Stock, and (iv) Diversified acquired 500,000 shares of Common Stock. In exchange for the shares, the Buyers contributed to the Company the interests in the oil and gas properties owned by the Buyers and listed on Annex D to the Agreement, as well as the Buyers' entire interest in any contracts, leases, records and insurance policies affecting such interests. The amount of the consideration was the result of arms-length negotiations between the Buyers and the Company. In March 2000 and 2001, the Bruggemans indirectly acquired 7,359,322 shares of Common Stock through the cancellation of certain indebtedness of the Company by William Bruggeman, individually, and Steven Bruggeman, individually. In November 2001, Diversified purchased 334,000 shares of Common Stock with working capital. In March 2004, the Bruggemans sold 400,000 shares in the open market. ________________________________________________________________________________ Item 4. Purpose of Transaction. See Item 3 above. The persons signing this filing do not have any specific plans or proposals which relate to or would result in the acquisition or disposition of additional securities of the Company; any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; any change in the present board of directors or management of the Company; any change in the present capitalization or dividend policy of the Company; any other material change in the Company's business or corporate structure; changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; a class of securities of the Company becoming eligible for termination or registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or any action similar to any of those enumerated above; but such persons reserve the right to propose or undertake or participate in any of the foregoing actions in the future. ________________________________________________________________________________ CUSIP No. 77742900 13D Page 4 of 5 Pages ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. (a) The Bruggemans are deemed to beneficially own 10,307,303 shares of Common Stock, which represents 29.4% of the outstanding Common Stock of the Company. Of those shares deemed to be beneficially owned by the Bruggemans, 9,313,303 shares of Common Stock are held directly by the Bruggemans as joint tenants with rights of survivorship, 834,000 shares of Common Stock are held indirectly by Diversified, which the Bruggemans control, 120,000 shares of Common Stock are owned by Consumer Products, Inc., a corporation controlled by the Bruggemans, and 40,000 shares of Common Stock are held directly by Mr. Bruggeman. The percentage calculations are based upon 35,086,883 shares of Common Stock outstanding on March 11, 2005, as provided by the Company's management. (b) The Bruggemans may be deemed to have sole voting and dispositive power over 10,307,303 shares of Common Stock. (c) See Item 3 above. (d) None. (e) Not applicable. ________________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. None ________________________________________________________________________________ After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. March 17, 2005 WILLIAM BRUGGEMAN AND RUTH BRUGGEMAN, JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP /s/ William Bruggeman -------------------------------------------- William Bruggeman /s/ Ruth Bruggeman -------------------------------------------- Ruth Bruggeman